HomeMy WebLinkAboutFinal Condo docsDavis Wright
LIN Tremaine LLP
May 5, 2010
Steven L. Gross
City of Auburn
25 W Main Street
Auburn, WA 98001-4998
Re: Auburn Central Parking Garage Condominium
Dear Steve:
As you requested, I am enclosing copies of the following documents:
Suite 2200
1201 Third Avenue
Seattle, WA 98101-3045
Marco de Sa a Silva
206.757.8024 tel
206.757.7024 fax
desam@dwt.com
1. Condominium Declaration and Covenants, Conditions, Restrictions, and Reservations for
Auburn Central Parking Condominium recorded in King County on February 4, 2010,
under Auditor's File No. 20100204000965; and
2. Consent to Action of Board of Directors in Lieu of Organizational Meeting of Directors
of Auburn Central Parking Garage Condominium Owners Association effective as of
January 1, 2010, with Bylaws attached as Exhibit A.
Please do not hesitate to contact me if you have any questions concerning the enclosed
documents.
Sincerely yours,
D v. Wright Tremaine LLP
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(1\,.A
Marco de Sa e Silva
MD:sms
Enclosures
DWT 14676578v1 0018516-000023
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New York
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Washington, D.C.
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www.dwt.com
WHEN RECORDED, RETURN TO:
Marco de Sa a Silva, Esq.
DAVIS WRIGHT TREMAINE LLP
1201 Third Avenue, Suite 2200
Seattle, Washington 98101
IIII11111111 lil 11111111111111111111
20100204000965
KING COUNTY, WA
CONDOMINIUM DECLARATION AND COVENANTS, CONDITIONS,
RESTRICTIONS, AND RESERVATIONS FOR
AUBURN CENTRAL PARKING GARAGE CONDOMINIUM
Grantor: AUBURN REGIONAL MEDICAL CENTER, INC.
Grantee: AUBURN CENTRAL PARKING GARAGE OWNERS ASSOCIATION
Abbreviated Legal Description:
PARCEL B, CITY OF AUBURN BOUNDARY LINE ADJUSTMENT NUMBER BLA-08-0006,
RECORDED UNDER RECORDING NUMBER 20080911900016, IN KING COUNTY,
WASHINGTON.
Complete legal description is at Schedule A hereto.
Assessor's Property Tax Parcel Account Numbers:
0492000340-04
Reference to Related Documents:
A.F. No. 2z/D 02,04wo 94 {(condominium survey map and plans)
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CONDOMINIUM DECLARATION
AND
COVENANTS, CONDITIONS, RESTRICTIONS, AND RESERVATIONS
AUBURN CENTRAL PARKING GARAGE CONDOMINIUM
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CONDOMINIUM DECLARATION
AND
COVENANTS, CONDITIONS, RESTRICTIONS, AND RESERVATIONS
FOR
AUBURN CENTRAL PARKING GARAGE CONDOMINIUM
TABLE OF CONTENTS
Page
ARTICLE1 DEFINITIONS............................................................................................................ I
Section 1.1 Words Defined............................................................................................. I
Section 1.2 Form of Words............................................................................................3
Section 1.3 Statutory Definitions...................................................................................3
ARTICLE 2 SUBMISSION OF THE PROPERTY TO THE CONDOMINIUM
STATUTE............................................................................................................................4
ARTICLE 3 DEVELOPMENT RIGHTS; DESCRIPTION OF LAND........................................4
Section 3.1
Reservation of Development Rights...........................................................4
Section 3.2
Development in Subsequent Phases...........................................................5
Section 3.3
Joint Use and Maintenance of Common Elements....................................5
Section3.4
Liens.............................................................................................................6
Section 3.5
Character of Improvements.........................................................................6
ARTICLE 4 DESCRIPTION OF BUILDINGS..............................................................................6
ARTICLE 5 UNIT NUMBERS, LOCATION, AND DESCRIPTION.........................................6
Section 5.1
Building Location........................................................................................6
Section 5.2
Unit Location...............................................................................................6
Section 5.3
Unit Description..........................................................................................6
ARTICLE 6 COMMON ELEMENTS............................................................................................7
Section6.1
Description...................................................................................................7
Section 6.2
Use; Maintenance........................................................................................7
ARTICLE 7 LIMITED COMMON ELEMENTS..........................................................................8
Section7.1
Description...................................................................................................8
Section 7.2
Appurtenant to Units...................................................................................8
Section 7.3
Allocation, Reallocation of Limited Common Elements,
Common Elements......................................................................................8
ARTICLE8 ACCESS.......................................................................................................................8
Section 8.1 Access to Common Elements.....................................................................8
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Section 8.2 Access to Public Streets..............................................................................8
Section8.3 Access to Units............................................................................................8
ARTICLE 9 PERCENTAGES OF ALLOCATED INTERESTS IN COMMON
ELEMENTS.........................................................................................................................9
ARTICLE 10 PARKING STALLS.................................................................................................9
Section10.1 Garage..........................................................................................................9
Section 10.2 Use of Parking Stalls...................................................................................9
Section 10.3 Re -striping of Parking Stalls.......................................................................9
Section 10.4 Modification of Disabled Person Parking Stalls........................................9
Section 10.5 Additional Required Disabled Person Parking Stalls...............................10
Section 10.6 Removal of Surplus Disabled Person Parking Stalls................................10
Section 10.7 Additional Optional Disabled Person Parking Stalls...............................10
ARTICLE 11 PERMITTED USES; MAINTENANCE OF UNITS; CONVEYANCES ...........
I I
Section 11.1
Parking Garage Use Only..........................................................................
I I
Section 11.2
Maintenance of Units................................................................................
I I
Section 11.3
Exterior Appearance ...........................
Section11.4
Utilities.......................................................................................................11
Section 11.5
Effect on Insurance....................................................................................
I I
Section 11.6
Alteration of Common Elements..............................................................12
Section11.7
Signs...........................................................................................................12
Section 11.8
Offensive Activity.....................................................................................12
Section 11.9
Abatement of Trespasses...........................................................................12
Section 11.10
Conveyances; Notice Required; Right of First Offer...............................12
(a) Conveyances in General; Notice....................................................12
(b) Right of First Offer.........................................................................13
ARTICLE 12 ENTRY WITHIN UNITS FOR PARKING FACILITY
MANAGEMENT.............................................................................
.....14
ARTICLE 13 ASSOCIATION OF UNIT OWNERS...................................................................14
Section 13.1 Form of Association..............................:................................................... 14
Section 13.2 Qualification for Membership...................................................................14
Section 13.3 Transfer of Membership............................................................................14
Section 13.4
Voting ..........................................
Section 13.5
Voting Representative .................
Section 13.6
Joint Owner Disputes ..................
Section 13.7
Pledged Votes ..............................
Section 13.8
Annual and Special Meetings .....
Section 13.9
Books and Records ......................
Section 13.10
Audits ...........................................
Section 13.11
Articles and Bylaws .....................
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..............................................................15
..............................................................15
..............................................................15
..............................................................15
..............................................................15
..............................................................16
..............................................................16
..............................................................16
Section 13.12 Inspection of Condominium Documents, Books, and Records...............16
ARTICLE14 NOTICES................................................................................................................16
Section 14.1 Form and Delivery of Notice....................................................................16
Section 14.2 Eligible Mortgagees..................................................................................17
ARTICLE 15 PERIOD OF DECLARANT CONTROL..............................................................17
Section 15.1
Transition Date..........................................................................................17
Section 15.2
Declarant's Powers Until Transition Date................................................17
Section 15.3
Transfer of Administration........................................................................17
Section 15.4
Transfer of Association Control................................................................17
ARTICLE 16 AUTHORITY
OF THE BOARD...........................................................................18
Section 16.1
Adoption of Rules and Regulations..........................................................18
Section 16.2
Enforcement of Declaration, Etc...............................................................18
Section 16.3
Goods and Services...................................................................................18
Section 16.4
Managing Agent........................................................................................19
Section 16.5
Protection of Property...............................................................................19
Section 16.6
Imposition of Payments, Fees, Fines........................................................19
ARTICLE 17 BUDGET AND ASSESSMENT FOR COMMON EXPENSES .........................20
Section 17.1
Preparation of Budget................................................................................20
Section 17.2
Monthly Assessments for Common Expenses and Accrual of
Assessments...............................................................................................20
Section 17.3
Revised Assessments.................................................................................21
Section 17.4
Special Assessments..................................................................................21
Section 17.5
Notice of Assessment................................................................................21
Section 17.6
Payment of Assessments...........................................................................21
Section 17.7
Proceeds Belong to Association................................................................21
Section 17.8
Failure to Assess........................................................................................21
Section 17.9
Certificate of Unpaid Assessments...........................................................21
Section 17.10
Separate Accounts.....................................................................................22
ARTICLE 18 LIEN AND COLLECTION OF ASSESSMENTS................................................22
Section 18.1
Assessments Are a Lien; Priority..............................................................22
Section 18.2
Lien May Be Foreclosed...........................................................................22
Section 18.3
Assessments Are Personal Obligations....................................................23
Section18.4
Receiver.....................................................................................................23
Section 18.5
Late Charges and Interest on Delinquent Assessments ............................24
Section 18.6
Recovery of Attorneys' Fees and Costs....................................................24
Section 18.7
Remedies Cumulative...............................................................................24
Section 18.8
Security Deposit........................................................................................24
ARTICLE 19 COMPLIANCE WITH DECLARATION.............................................................24
Section 19.1 Enforcement...............................................................................................24
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Section 19.2 No Waiver of Strict Performance.............................................................24
ARTICLE 20 LIMITATION OF LIABILITY..............................................................................25
Section 20.1 Liability for Utility Failure, Etc................................................................25
Section 20.2 No Personal Liability.................................................................................25
ARTICLE 21 INDEMNIFICATION.............................................................................................25
ARTICLE 22 INSURANCE..........................................................................................................26
Section 22.1 General Requirements...............................................................................26
Section 22.2 Property Insurance.....................................................................................27
Section 22.3 Commercial General Liability Insurance..................................................27
Section 22.4 Additional Policy Provisions.....................................................................28
Section 22.5 Fidelity Bonds............................................................................................29
Section 22.6 Insurance Proceeds....................................................................................29
ARTICLE 23 DAMAGE AND REPAIR OF DAMAGE TO PROPERTY................................29
Section 23.1 Initial Board Determination......................................................................29
Section23.2 Notice of Damage......................................................................................30
Section 23.3 Definitions: Damage, Repair, Emergency Work.....................................30
Section 23.4 Execution of Repairs.................................................................................30
Section 23.5 Damage Not Substantial; Assessment Under One Hundred
Thousand Dollars ($100,000)...................................................................31
Section 23.6 Substantial Damage; Assessment Over One Hundred Thousand
Dollars($100,000).....................................................................................31
Section 23.7 Effect of Decision Not to Repair........................................................... 31
ARTICLE 24 CONDEMNATION................................................................................................33
Section 24.1
Consequences of Condemnation; Notices
........................................ ,....... 33
Section24.2
Proceeds.....................................................................................................33
Section 24.3
Complete Taking.......................................................................................33
Section24.4
Partial Taking............................................................................................34
Section 24.5
Reconstruction and Repair........................................................................35
ARTICLE 25 EASEMENTS..........................................................................................................35
Section25.1 In General..................................................................................................35
Section25.2 Encroachments........................................................................................35
Section 25.3 Easement and Rights Reserved by Declarant ...............................
Section 25.4 Utility Easements Granted by Declarant..................................................36
Section 25.5 Easement Within Units for Parking by Disabled Persons ........................36
Section 25.6 Easements Run With the Land..................................................................36
ARTICLE 26 PROCEDURES FOR SUBDIVIDING, COMBINING OR
RELOCATING BOUNDARIES BETWEEN UNITS.....................................................36
Section 26.1 Submission of Proposal.............................................................................36
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I
Section 26.2
Section 26.3
(a)
Subdivision or Combination..........................................................36
(b)
Relocation of Boundaries...............................................................36
(c)
Leases..............................................................................................37
ApprovalsRequired...................................................................................37
(a)
Subdivision.....................................................................................37
(b)
Approval Required for Combination.............................................37
Procedure After Approval.........................................................................37
(a)
Subdivision.....................................................................................37
(b)
Relocation of Boundaries...............................................................37
ARTICLE 27 AMENDMENTS OF DECLARATION AND SURVEY MAP AND
PLANS........................................................................................................................
Section 27.1 Amendments by the Association......................................................
Section 27.2 Approvals Required...........................................................................
ARTICLE 28 ABANDONMENT OR TERMINATION OF CONDOMINIUM
STATUS................................................................................................................
ARTICLE 29 SEVERABILITY
ARTICLE 30 EFFECTIVE DATE ...............................
ARTICLE 31 REFERENCE TO SURVEY MAP AND PLANS ...
ARTICLE 32 ASSIGNMENT BY DECLARANT..
....38
....38
....38
....38
....39
....39
....39
............................................ 39
ARTICLE 33 PROTECTIONS FOR MORTGAGEES TO FACILITATE
MORTGAGE LENDING..................................................................................................40
Section 33.1 Mortgagee Approvals................................................................................40
Section 33.2 Notice to Mortgagees................................................................................41
ARTICLE 34 CONVEYANCE OR ENCUMBRANCE OF COMMON ELEMENTS .............42
Attachments:
Schedule A - Description of Land
Schedule B - Unit Description, Level, Type, Area and Allocated Interests
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ARTICLE 1
DEFINITIONS
Section 1.1 Words Defined. For the purposes of this Declaration and any
amendments hereto, the following definitions shall apply.
(a) Affiliate of Declarant shall mean any person who controls, is
controlled by, or is under common control with Declarant (as "control" is defined in the
Condominium Statute).
(b) Allocated Interests shall mean the undivided interests in the Common
Elements, common expense liability, and votes in the Association allocated to each Unit.
(c) Articles shall mean the Articles of Incorporation of the Association
defined below.
(d) Association shall mean the Association of Owners described in
Article 13 of this Declaration, which shall be known as "Auburn Central Parking Garage
Condominium Owners Association."
(e) Board shall mean the Board of Directors of the Association.
(f) Building shall mean the building described in Article 4.
(g) Bylaws shall mean the Bylaws of the Association.
(h) Common Elements shall mean the common elements described in
Article 6.
(i) Condominium shall mean the condominium created by this
Declaration.
0) Condominium Statute shall mean The Washington Condominium
Act, Laws of 1989, Chapter 43, presently codified in Chapter 64.34, RCW, and any
amendments thereto.
(k) Declarant shall mean Auburn Regional Medical Center, Inc., a
Washington corporation, and any successor or assign who takes title to a majority of the
Property for purposes of development or sale and who is designated by declaration in a
recorded instrument executed by the immediately preceding Declarant.
(1) Declaration shall mean this Condominium Declaration and
Covenants, Conditions, Restrictions, and Reservations for Auburn Central Parking Garage
Condominium, as it may from time to time be amended.
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(m) Declarant Control shall mean the right of the Declarant or persons
designated by the Declarant to appoint and remove officers and members of the Board
pursuant to Article 15.
(n) Disabled Person Parking Stall shall mean a parking stall and
appurtenant loading area located within the Property and reserved, by pavement markings and
signs, for holders of disabled parking permits and, if such permits are no longer issued by any
governmental authority with jurisdiction over the Property, then for the parking of motor
vehicles used by physically disabled or handicapped persons.
(o) Eligible Mortgagee shall mean any holder of a First Mortgage who
has filed with the Secretary of the Association a written request, including its name and
address and the Unit number for the Unit subject to the Mortgage held by such First
Mortgagee, that it be notified of any proposed action that requires consent of a specified
percentage of Eligible Mortgagees.
(p) First Mortgage and First Mortgagee shall mean, respectively, (i) a
Mortgage on a Unit that has legal priority over all other Mortgages thereon, and (ii) the
holder, guarantor or insurer of a First Mortgage.
(q) Institutional Holder of a Mortgage shall mean a Mortgagee which is
a bank or savings and loan association or established mortgage company, or other entity
chartered under federal or state laws, any corporation in the business of owning or servicing
real estate mortgages, an insurance company, or any federal or state agency.
(r) Limited Common Elements shall mean those Common Elements
described in Article 7.
(s) Managing Agent shall mean the person designated by the Board under
Section 16.4.
(t) Mortgage shall mean a recorded mortgage or deed of trust that creates
a lien against a Unit and shall also mean a real estate contract for the sale of a Unit.
(u) Mortgagee shall mean the holder, insurer or guarantor of an
encumbrance on a Unit created by a Mortgage and shall also mean the vendor of a real estate
contract for the sale of a Unit.
(v) Owner shall mean the Declarant or other legal owner of a Unit and
shall also mean the vendee of a real estate contract for the sale of a Unit.
(w) Person shall mean a natural person, corporation, partnership,
association, trust, governmental subdivision or agency, or other legal entity.
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(x) Property shall mean the land and the buildings and all improvements
and structures now or hereafter placed on the land described in Schedule A.
(y) RCW shall mean the Revised Code of Washington.
(z) Reciprocal Easement Agreement shall mean the Reciprocal
Easement Agreement dated November 21, 2008, between Auburn Regional Medical Center,
Inc., a Washington corporation, and Auburn Medical Center Properties II, LLC, a Delaware
limited liability company, as recorded in the real property records of King County,
Washington, under Auditor's File No. 20090203001092, as amended by First Amendment to
Reciprocal Easement Agreement dated August 13, 2009, as recorded in the real property
records of King County, Washington, under Auditor's File No. 20090902000999, and as
subsequently amended.
(aa) Special Declarant Rights shall mean, individually and collectively,
the rights reserved for the benefit of the Declarant to complete improvements described on the
Survey Map and Plans, exercise "Development Rights" as that term is defined in Section 3.1,
exercise "Declarant Control" as described in Article 15, and use easements as described in
Section 25.3.
(bb) Subsequent Phase, Subsequent Phases, and Subsequent Phase
Amendment shall have the meanings as defined in Article 3.
(cc) Survey Map and Plans shall mean the survey map and the plans
recorded simultaneously with this Declaration and any amendments, corrections, and addenda
thereto subsequently recorded.
(dd) Transition Date is defined in Section 15. L
(ee) Unit shall mean a garage unit composed of air space within or above
the Building. The boundaries of a Unit are graphically depicted on the Survey Map and Plans
and comprise the air space within the interior surfaces of the walls, floors, and ceilings of the
Unit, together with all air space up to ten (10) feet in elevation above the unfinished surface of
any roof deck parking area, together with all covered air space that would be enclosed if the
exterior surfaces of the Building were extended to cover all openings therein, and the Unit
includes the portions of the Building so described and the air space so encompassed, and all
interior partitions and other fixtures and improvements so contained.
Section 1.2 Form of Words. The singular form of words shall include the plural
and the plural shall include the singular. Masculine, feminine, and neuter pronouns shall be
used interchangeably.
Section 1.3 Statutory Definitions. Some of the terms defined above are also
defined in the Condominium Statute. The definitions in this Declaration are not intended to
DWT 1625240v19 0018516-000023
limit or contradict the definitions in the Condominium Statute. If there is any inconsistency
or conflict, the definition in the Condominium Statute will prevail.
ARTICLE 2
SUBMISSION OF THE PROPERTY TO THE CONDOMINIUM STATUTE
Declarant, being the sole owner of the Property, makes this Declaration for the
purpose of submitting the Property to the Condominium form of use and ownership and to the
provisions of the Condominium Statute. Declarant declares that the Property shall be held,
used, conveyed, encumbered, leased, occupied, rented, and improved subject to the covenants,
conditions, restrictions, reservations, and easements stated in this Declaration, all of which are
in furtherance of the division of the Property into Units and Common Elements and shall be
deemed to run with the land and be a burden and benefit to Declarant and all persons who
own or acquire an interest in the Property or any part thereof, and their grantees, successors,
heirs, executors, administrators, and assigns.
Notwithstanding the foregoing, (a) Article 4 of 64.34 RCW, comprising
RCW 64.34.400 through 64.34.465 inclusive, shall not apply to the Condominium, (b)
Declarant shall have no obligation to prepare or to deliver to any Unit Owner or prospective
Unit purchaser a public offering statement as described in RCW 64.34.400 et sea., (c) each
Unit Owner and prospective Unit purchaser waives its right to the receipt of any public
offering statement as described in RCW 64.34.400 et sea. and any resale certificate as
described in RCW 64.34.425, (d) as between each Unit Owner and the Association on the one
hand and Declarant on the other hand, each Unit Owner excludes and waives the implied
warranties of quality described in RCW 64.34.445, and (e) as between each Unit Owner and
the Association on the one hand and Declarant on the other hand, each Unit Owner shall
acquire its Unit "AS IS" with all faults, known and unknown. The foregoing shall not limit
the remedies and rights of Declarant, any Unit Owner, or the Association with respect to any
person other than Declarant who shall furnish labor or materials in connection with the
construction of the Condominium.
In consideration of the foregoing, Declarant shall use commercially reasonable efforts
to assign or delegate to each Unit Owner such rights, including without limitation breach of
promise and express or implied warranty rights, relating to the quality of construction of
improvements within the Condominium, as may be held by Declarant under any construction
or other contract to which Declarant or any affiliate of Declarant is a party, to the extent that
such assignment or delegation does not impair or reduce any such rights held by Declarant.
ARTICLE 3
DEVELOPMENT RIGHTS; DESCRIPTION OF LAND
Section 3.1 Reservation of Development Rights. Declarant reserves the rights
(the "Development Rights") to add improvements to the Condominium, including without
limitation one or more additional levels to the Building defined below, to create additional
Units, Common Elements, and Limited Common Elements, and to subdivide any Unit owned
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DWT 1625240v19 0018516-000023
by Declarant at any time and from time to time by an amendment to the Declaration executed
by Declarant, provided, however, that any such subdivision shall not decrease the voting
rights of other Unit Owners, and any addition of Units, Common Elements, or Limited
Common Elements shall be located within the Property. Notwithstanding the foregoing,
Declarant presently intends to establish this Condominium in a single phase comprising
twenty-nine (29) Units, and this Declaration shall be effective immediately to establish a
Condominium upon the Property described in Schedule A. The Development Rights shall
terminate on the earlier of (a) the twentieth (20th) anniversary of the recording of this
Declaration, or (b) the recording of a notice signed by Declarant that it no longer wishes to
exercise the Development Rights.
Section 3.2 Development in Subsequent Phases. Declarant may exercise
Development Rights at any time and from time to time. Declarant is not required to exercise
Development Rights at all, nor, if any Development Right is exercised with respect to any
portion of the Property subject thereto, must Declarant exercise that Development Right with
respect to all or any portion of the remainder of the Property. Each exercise of Development
Rights by Declarant is described in this Declaration as a "Subsequent Phase." If Declarant
elects to exercise Development Rights in a Subsequent Phase, it may do so by executing and
recording, upon substantial completion of all improvements added in such Subsequent Phase,
an amendment to this Declaration ("Subsequent Phase Amendment") and a new Survey Map
and Plans or new certifications of the Survey Map and Plans as required by the Condominium
Statute. The Subsequent Phase Amendment shall identify each Unit created; describe any
Common Elements and Limited Common Elements created by the Subsequent Phase; and,
except in a case of a subdivision or conversion of Units, reallocate the Allocated Interests
among all Units, effective as of the date of recording of the Subsequent Phase Amendment.
Allocated Interests shall be reallocated in accordance with the provisions of Article 9, below.
Declarant may supplement Schedule B and amend this Declaration to describe Common
Elements and Limited Common Elements included in a Subsequent Phase. Upon the
recording of a Subsequent Phase Amendment, the previously existing Condominium shall be
merged into and become a part of the Subsequent Phase as a single, unified Condominium.
This Declaration and the Articles and Bylaws of the Association of this Condominium shall
immediately become applicable to the improvements added in a Subsequent Phase.
Section 3.3 Joint Use and Maintenance of Common Elements. When and if any
Subsequent Phase is added to the Condominium or any Units are subdivided or converted to
Common Elements in one or more Subsequent Phases, all of the Common Elements in the
Subsequent Phase will be for the use and enjoyment of the entire Condominium and all of the
Owners in the Condominium shall share in the subsequent expenses of maintaining, repairing
and replacing the Common Elements as may be necessary. In the case of subdivision of a
Unit, the Allocated Interests of the subdivided Unit shall be reallocated among the Units
created by the subdivision in accordance with Article 9. In the case of conversion of a Unit
entirely to Common Elements, such reallocation shall be in accordance with Article 9.
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DWT 1625240v190018516-000023
Section 3.4 Liens. Any liens that arise in connection with Declarant's ownership
or construction of any portion of the Property shall be removed prior to addition of such
portion of the Property to the Condominium. All taxes and other assessments relating to such
portion of the Property for any period prior to the addition of such portion of the Property
shall be paid or otherwise provided for by Declarant.
Section 3.5 Character of Improvements. Any improvements altered or added to
the Condominium pursuant to a Subsequent Phase shall be generally consistent in design to
the Building improvements existing at the time the Subsequent Phase improvements are
made. Any claim that the improvements in a Subsequent Phase do not comply with this
Section 3.5 must be made within sixty (60) days after the claimant has notice of the alleged
noncompliance and in any event not later than sixty (60) days after the recording of the
Subsequent Phase Amendment adding those improvements to the Condominium. The
question of whether the improvements in a Subsequent Phase meet the requirements of this
Section 3.5 will be referred to Declarant's architect and one other architect to be designated
by Declarant, who shall have no association with this Condominium except to review for
compliance with this Section 3.5 the improvements in the Subsequent Phase, or the plans for
such improvements if they have not yet been built. If the two architects agree that the
improvements planned for or built in the Subsequent Phase comply with the requirements of
this Section 3.5, such determination shall be conclusive and binding upon all persons who
have or thereafter acquire any interest in the Condominium.
ARTICLE 4
DESCRIPTION OF BUILDINGS
There is one (1) building (the "Building") in the Condominium, which is a four (4)
level above -ground parking garage as of the effective date of this Declaration. The Building
is constructed principally of concrete and steel with metal exterior materials. The Building is
located as shown on the Survey Map and Plans. The Building initially comprises twenty-nine
(29) garage Units, Common Elements, and Limited Common Elements described below. All
Units enjoy Common Elements and Limited Common Elements described below.
ARTICLE 5
UNIT NUMBERS, LOCATION, AND DESCRIPTION
Section 5.1 Building Location. The Building is located as shown on the Survey
Map and Plans.
Section 5.2 Unit Location. The specific location of each Unit in the Condominium
is identified on the Survey Map and Plans.
Section 5.3 Unit Description. All of the Units are garage Units graphically
depicted on the Survey Map"and Plans and are intended for and restricted to commercial and
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DWT 1625240vl9 0018516-000023
municipally -owned or -operated parking and appurtenant uses. Initially, there shall be
twenty-nine (29) Units: Units 1 through 29 inclusive.
ARTICLE 6
COMMON ELEMENTS
Section 6.1 Description. The Common Elements consist of all portions of the
Condominium other than the Units, including the following:
(a) The tracts of land described in Schedule A. and the easements, rights
and appurtenances thereto, which have been included in this Condominium by this
Declaration.
(b) The roofs or roof decks, foundations, studding, joists, beams, supports,
main walls (excluding nonbearing interior partitions of Units, if any), and all other structural
parts of the Building, to the boundaries of the Units.
(c) The pipes, wires, conduits, TV antennae, cable television and security
systems, if any, and other fixtures and equipment for utilities that serve all Units.
(d) The grounds, trees, gardens, landscaped areas, exterior fixtures,
walkways, and driveways, to the boundaries of the Units.
(e) Certain items that could ordinarily be considered Common Elements
may, pursuant to the decision of all Owners and specification in the Bylaws or administrative
rules, be designated as items to be furnished and maintained by Unit Owners at their
individual expense, in good order, according to standards and requirements set by the Board
by rule, regulation, or Bylaws.
Section 6.2 Use; Maintenance. Each Owner shall have the right to use the
Common Elements (except the Limited Common Elements reserved for Units not owned by
such Owner) in common with all other Owners. The right to use the Common Elements shall
extend not only to each Owner, but also to its agents, contractors, employees, guests, invitees,
licensees, and tenants. The right to use the Common Elements, including the Limited
Common Elements, shall be governed by the provisions of the Condominium Statute, this
Declaration, the Bylaws, and the rules and regulations of the Association. The Owners shall
not by act or omission seek to abandon, partition, subdivide, encumber, sell, or transfer the
Common Elements and no other person shall have the right to have them partitioned or
divided. The granting of easements for public utilities or for other public purposes consistent
with the intended use of the Common Elements by the Owners and occupants shall not be
deemed a partition or division. A subdivision of a Limited Common Element as an incident
of an authorized subdivision of a Unit pursuant to Article 26, or a subdivision, conversion,
addition or withdrawal of Limited Common Elements or Common Elements pursuant to
Article 7 will not be deemed a violation of this provision.
DWT 1625240v 19 0018516-000023
The Association will be responsible for the operation, maintenance, repair and
replacement of the Common Elements, which shall include without limitation relocating,
replacing, and supplementing motor vehicle and pedestrian control and directional signs and
pavement markings and maintaining, repairing, and replacing Building facilities,
improvements, and systems.
ARTICLE 7
LIMITED COMMON ELEMENTS
Section 7.1 Description. The Limited Common Elements are Common Elements
that are reserved for the exclusive use of the Unit or Units to which they are adjacent or
allocated. They consist of those specified in the Condominium Statute as well as those
designated on the Survey Map and Plans. The boundaries shall be as depicted on the Survey
Map and Plans.
Section 7.2 Appurtenant to Units. Conveyance of a Unit includes the exclusive
rights to the use of the Limited Common Elements adjacent or allocated to that Unit.
Section 7.3 Allocation, Reallocation of Limited Common Elements, Common
Elements. Limited Common Elements may be reallocated between Units only with the
approval of the Board and by an amendment to the Declaration executed by the Owners of the
Units to which the Limited Common Element was and will be allocated, and the Mortgagees
of such Units, and recorded. The Board shall approve any request of an Owner or Owners for
reallocation within thirty (30) days, unless the proposed reallocation does not comply with
this Declaration. The failure of the Board to act upon a request in compliance with this
Declaration within such period shall be deemed approval thereof. Common Elements may be
reallocated as Limited Common Elements and Limited Common Elements may be
incorporated into an existing Unit with the approval all Owners. Such reallocation shall be
reflected in amendments to this Declaration and to the Survey Map and Plans.
ARTICLE 8
ACCESS
Section 8.1 Access to Common Elements. Each Unit has direct access to
Common Elements.
Section 8.2 Access to Public Streets. The Units have direct motor vehicle access
to a public street known as North Division Street, Auburn, Washington, under the Reciprocal
Easement Agreement. Each Unit has an unrestricted right of ingress to and egress from such
Unit, which right is perpetual and appurtenant to each Unit.
Section 8.3 Access to Units. Each Owner, its agents, contractors, employees,
guests, invitees, licensees, and tenants, shall have access to any Unit owned by such Owner to
the extent that such Owner has granted a right of access, but shall have no right of access to
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any Unit owned by any other Owner except to the extent that such other Owner has expressly
granted a right of access and except as expressly provided otherwise in this Declaration.
ARTICLE 9
PERCENTAGES OF ALLOCATED INTERESTS IN COMMON ELEMENTS
The percentages of Allocated Interests of each Unit are set forth in Schedule B
attached hereto. The Allocated Interest allocated to each Unit is calculated based on the ratio
of the number of parking stalls within the Unit as of the date hereof to the total number of
parking stalls within all Units as of the date hereof, as reflected in Schedule B as of the date
hereof. The Allocated Interests allocated to each Unit shall not be reallocated unless the
Owners of Units to which all of the votes in the Association are allocated approve, subject to,
the rights of Declarant to reallocate Allocated Interests in connection with a Subsequent Phase
Amendment under Section 3.2; provided, however, that the Allocated Interests allocated to
any subdivided Unit may be reallocated among the resulting Units if the Owner or Owners of
the resulting Units approve the same by an amendment to the Declaration executed by such
Owner or Owners.
ARTICLE 10
PARKING STALLS
Section 10.1 Garage. The Building is a parking garage comprising three hundred
six (306) parking stalls as of the date hereof.
Section 10.2 Use of Parking Stalls. Parking stalls within the Building may be used
only for the parking of operable passenger motor vehicles, trucks, trailers, and recreational
vehicles as further regulated by the rules and regulations adopted by the Board from time to
time. The use of such parking stalls for other purposes shall be prohibited.
Section 10.3 Re -striping of Parking Stalls. Upon the request of an Owner, the
Association may re -stripe parking stalls within an Owner's Unit, changing the dimensions,
locations, number, and types of parking stalls within the Unit, provided that the Owner shall
advance and reimburse the Association its actual costs incurred in connection with such re -
striping, including without limitation its design and permit costs and costs relating to
relocating, replacing, and supplementing motor vehicle and pedestrian control and directional
signs and pavement markings, within thirty (30) days after written demand by the
Association. The re -striping of parking stalls shall not amend or modify any Allocated
Interest or Unit boundary.
Section 10.4 Modification of Disabled Person Parking Stalls. Each Owner of a
Unit that contains a Disabled Person Parking Stall that is in existence as of the effective date
of this Declaration, including a portion of Unit 3 (three (3) unnumbered stalls), the entirety of
Unit 9 (one (1) unnumbered stall), a portion of Unit 11 (one (1) unnumbered stall), and a
portion of Unit 19 (one (1) unnumbered stall), as graphically depicted on the Survey Map and
Plans, shall maintain and preserve the use of such Disabled Person Parking Stall for ingress
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and egress and the parking of motor vehicles by holders of disabled parking permits and shall
not alter or modify such parking stall.
Section 10.5 Additional Required Disabled Person Parking Stalls. If the Board
determines that there is an insufficient number of Disabled Person Parking Stalls within the
Property, based on the actual use of such stalls by physically disabled or handicapped persons,
then the Board shall commission a parking study by a qualified traffic engineer to evaluate the
use of Disabled Person Parking Stalls and to make the following findings: (a) the estimated
peak average daily demand for Disabled Person Parking Stalls generated by each Unit Owner
and its agents, contractors, employees, guests, invitees, licensees, and tenants, and (b) the
estimated minimum adequate number of Disabled Person Parking Stalls within the Property
that is sufficient to fully satisfy the peak average daily demand. The Board shall have the
authority to require any Owner to create within any specific Unit or Units owned by the
Owner, within ninety (90) days after the Board's written demand and at the Owner's sole cost
and expense, the number of additional Disabled Person Parking Stalls that would satisfy the
Owner's estimated peak average daily demand for Disabled Person Parking Stalls, based on
the findings of the traffic engineer in the parking study, in which case each other Owner and
its agents, contractors, employees, guests, invitees, licensees, and tenants shall have a non-
exclusive license to use such stalls on a space available basis for the parking of motor vehicles
by holders of disabled parking permits and, if such permits are no longer issued by any
governmental authority with jurisdiction over the Property, then for the parking of motor
vehicles used by physically disabled or handicapped persons, and such stalls shall not be
subject to the easement created in Section 25.5.
Section 10.6 Removal of Surplus Disabled Person Parking Stalls. If, at any time
after the creation of additional required Disabled Person Parking Stalls under Section 10.5, the
Board determines that there is a surplus number of Disabled Person Parking Stalls within the
Property, based on the actual use of such stalls by physically disabled or handicapped persons,
then the Board shall commission a parking study by a qualified traffic engineer to evaluate the
use of Disabled Person Parking Stalls and to make the same findings required in the parking
study described in Section 10.5. The Board shall have the authority to permit any Owner to
remove from any specific Unit or Units owned by the Owner any surplus Disabled Person
Parking Stalls that had been required by the Board under Section 10.5, based on the findings
of the traffic engineer in the parking study. This section shall not apply to the six (6) Disabled
Person Parking Stalls in existence as of the effective date of this Declaration.
Section 10.7 Additional Optional Disabled Person Parking Stalls. Each Owner
shall have the option at any time and from time to time to create within its Unit or Units one
or more additional Disabled Person Parking Stalls, in which case each other Owner and its
agents, contractors, employees, guests, invitees, licensees, and tenants shall have a non-
exclusive license to use such stalls on a space available basis for the parking of motor vehicles
by holders of disabled parking permits and, if such permits are no longer issued by any
governmental authority with jurisdiction over the Property, then for the parking of motor
vehicles used by physically disabled or handicapped persons, and such stalls shall not be
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subject to the easement created in Section 25.5. Each Owner may remove from its Unit or
Units, at its option at any time, any additional optional Disabled Person Parking Stall created
under this Section 10.7.
ARTICLE 11
PERMITTED USES; MAINTENANCE OF UNITS;
CONVEYANCES
Section 11.1 Parking Garage Use Only. All of the Units are intended for and
restricted to nonresidential use. The Building and the Units are intended for and restricted to
use as a commercial or municipally -owned or —operated parking garage only, on an
ownership, rental, lease, or license basis only, and for other reasonable activities normally
incident to such use, and for the purposes of operating the Association and managing the
Condominium as required.
Section 11.2 Maintenance of Units. No structure or other improvement shall be
located within any Unit, unless such structure or other improvement is constructed or installed
by the Association, and the Association therefore shall maintain and repair all structures and
other improvements located within any Unit. In addition, the Association shall keep all Units
clean and free of refuse.
Section 11.3 Exterior Appearance. In order to preserve a uniform exterior
appearance of the Buildings, the Board shall provide for the painting of the Building and
prescribe the type and color of paint. No Owner, except Declarant in the exercise of its
Development Rights, may modify or decorate the Common Elements, the exterior of the
Building, or other portions of any Unit visible from outside the Unit without the prior written
consent of the Board or in accordance with rules or regulations of the Board.
Section 11.4 Utilities. The Association, at its expense, shall be responsible for all
electrical, domestic water, storm water sewer, and sanitary sewer utility service charges
incurred in the operation of the Building, including but not limited to any hook-up charges
there may be. Notwithstanding the foregoing, if any Owner clearly uses a greater share of any
utility service than its Allocated Interest, then such Owner shall pay a reasonable share of the
charges, to be determined by the Board in its discretion, based on the Board's estimate of
actual usage. Such payment shall be made by each Owner concurrently with the monthly
payment of assessments under Article 17 below.
Section 11.5 Effect on Insurance. Nothing shall be done or kept in any Unit or
Common Element that will increase the rate of insurance on the Property without the prior
written consent of the Board. Nothing shall be done or kept in any Unit or Common Element
that will result in the cancellation of insurance on any part of the Property, or would be in
violation of any applicable laws or regulations.
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Section 11.6 Alteration of Common Elements. Nothing shall be altered or
constructed in or removed from any Common Element except with the prior written consent
of the Board.
Section 11.7 Signs. No sign of any kind, including without limitation motor vehicle
and pedestrian control and directional signs and pavement markings, shall be displayed to
public view within or from any Unit or Common Element without the prior written approval
of the Board and in accordance with the sign design standards and rules and regulations of the
Board as to the design, location, and materials of such sign.
Section 11.8 Offensive Activity. No noxious or offensive activity shall be carried
on in any Unit or Common Elements, nor shall anything be done therein which may be or
become an annoyance or nuisance to other Owners.
Section 11.9 Abatement of Trespasses. Each Owner shall have the authority and
right to remove and to cause the removal from such Owner's Unit any Person and personal
property, including without limitation. any motor vehicle, truck, trailer, or recreational vehicle,
to the extent that such Owner has not authorized the use of the Unit by such Person or the
presence of such personal property, if (a) the Owner has first given notice to the Association
or the Managing Agent, except in cases where Owner believes such presence poses an
imminent threat of personal injury, death, or property damage, (b) the Association or
Managing Agent is unavailable, or is unable or unwilling to immediately remove such Person
or personal property, (c) the removal does not breach the peace, (d) the removal is not an
assault on any Person, and (e) the removal complies with the requirements of all applicable
laws, orders, ordinances, and regulations.
Section 11.10 Conveyances; Notice Required; Right of First Offer.
(a) Conveyances in General; Notice. The right of an Owner to sell,
transfer, mortgage or otherwise convey its Unit shall not be subject to any right of approval,
disapproval, or similar restriction by the Association or the Board, or anyone acting on their
behalf, but shall be subject to the notice requirement described in this Section 11.10(a) and the
right of first offer described in Section 11.10(b).
An Owner intending to sell ("Selling Owner") one or more of its Units ("Offered
Units"), at least thirty (30) days before closing, shall deliver a written notice to the Board
specifying the Unit being sold; the names and addresses of the purchaser, closing agent, and
title insurance company insuring the purchaser's interest; a statement whether the purchaser is
UHS or an Affiliate of UHS (as such terms are defined below); and the estimated closing date.
The Board shall have the right to notify the purchaser, title insurance company, and closing
agent of the amount of unpaid assessments and charges outstanding against the Unit, whether
or not such information is requested. The failure of any Selling Owner to deliver the notice
described in this section shall not impair any rights of its purchaser as an Offeree Owner
under Section 11.10(b).
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As used herein, the term "Affiliate of UHS" shall mean and include: ARMC; UHS;
any successor of ARMC or UHS by consolidation, merger or reorganization; any affiliate,
parent, or subsidiary of any such party; and any corporation, joint venture, partnership, limited
liability company or real estate investment trust in which ARMC, UHS or any affiliate, parent
or subsidiary thereof is a shareholder, partner, member or. unit holder.
(b) Right of First Offer. This Section 11.1 ON is made for the benefit of
only the City of Auburn, Auburn Regional Medical Center, Inc. ("ARMC"), Universal Health
Services, Inc. ("UHS"), and any Affiliate of UHS that is an Owner (each, an "Offeree Owner,"
and collectively, the "Offeree Owners"), and shall not benefit any other Person. This
Section 11.10(b) shall expire and terminate as to all Units within the Condominium on the
date on which no Offeree Owner is a Unit Owner. Following the Declarant's initial
conveyance of any Units to the City of Auburn, each Offeree Owner shall have a right of first
offer to purchase any Offered Units (the "RFO"), subject to the terms and conditions set forth
herein. In the event a Selling Owner desires to sell an Offered Unit to any party other than an
Offeree Owner, then the Selling Owner shall so notify each of the Offeree Owners in writing,
specifying the proposed sale price and all other material terms and conditions of the proposed
sale, together with the name and address of any parties who have expressed a bona fide interest
in purchasing the Offered Units. For a period of thirty (30) days after such notice is given to the
Offeree Owners, or until such earlier date upon which any Offeree Owner shall elect to exercise
its RFO, each Offeree Owner shall have the option to purchase the Offered Units on the terms
contained in the notice by providing written notice of such election to the Selling Owner. To the
extent that the Offeree Owners comprise ARMC, UHS, and/or an Affiliate of UHS, the Offeree
Owners may elect from among them which Offeree Owner may exercise the RFO, but in the
absence of such election it may be exercised by any of them.
In the event any Offeree Owner elects to exercise such RFO, then the Selling Owner
shall sell the Offered Units to the Offeree Owner on the terms described by the Selling Owner in
its notice to the Offeree Owner, and closing shall take place at such time as may be mutually
agreed, but in the absence of such agreement closing shall take place sixty (60) days after the
notice of election to purchase has been given by the Offeree Owner to the Selling Owner.
In the event any Offeree Owner does not exercise the RFO within the thirty (30) day time
period specified above, then the Selling Owner shall be free for a period of one (1) year
thereafter to sell the Offered Units to any Person on the same terms as those specified in the
notice given by the Selling Owner to the Offeree Owners, or on terms less favorable to the
purchaser; provided, however, that if the Selling Owner desires to sell the Offered Units on terms
more favorable to the purchaser than those set forth in such notice, the Selling Owner shall first
notify the Offeree Owners in writing, and each of the Offeree Owners shall have thirty (30) days
from the date of receipt thereof, or until such earlier date upon which any Offeree Owner shall
elect to purchase the Offered Units, in which to elect to purchase the Offered Units in accordance
with the revised terms and conditions. In the event the Selling Owner desires to sell the Offered
Units after such one (1) year time period expires, the procedures set forth above shall be
repeated.
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Notwithstanding the foregoing, the RFO shall not apply to (1) the sale by any Selling
Owner of substantially all of its assets, including all of its Units, located within the City of
Auburn, (2) any change in control of any Selling Owner, or (3) any foreclosure sale, trustee's
sale, or deed in lieu of foreclosure of any Mortgage (a "Lender Sale"), but the RFO shall
thereafter apply to any subsequent sale of Units exempted from the RFO under this sentence.
ARTICLE 12
ENTRY WITHIN UNITS FOR PARKING FACILITY MANAGEMENT
The Association and its agents or employees may enter any Unit and the Limited
Common Elements adjacent or allocated thereto to effect cleaning, repairs, improvements,
replacements, or maintenance of the Common Elements and Limited Common Elements
(including without limitation relocating, replacing, and supplementing motor vehicle and
pedestrian control and directional signs and pavement markings and maintaining, repairing,
and replacing Building facilities, improvements, and systems) and to prevent damage to the
Common Elements. Such entry shall include the right to make improvements and
modifications that extend into any Unit if such improvements and modifications are
reasonably desirable or necessary (a) for controlling and directing motor vehicles and
pedestrians, (b) to comply with the requirements of any applicable law, order, ordinance, or
regulation, or (c) to protect human health and safety, provided, however, that no improvement
or modification may eliminate a parking stall within a Unit without the prior written consent
of the Owner of the Unit that contains the parking stall. Such entry shall be made with as
little inconvenience to the Owners and occupants as practicable. Any damage caused by such
entry shall be repaired by the Association as a common expense unless the repairs or
maintenance were necessitated by the acts or default of the Owner or occupant of the Unit
entered, in which event the costs of the repairs or maintenance shall be specially assessed to
that Unit.
ARTICLE 13
ASSOCIATION OF UNIT OWNERS
Section 13.1 Form of Association. No later than the date the first Unit in the
Condominium is conveyed, the Association shall be organized as a nonprofit corporation
under the laws of the state of Washington; provided that, from and after the formation of such
corporation, the rights and duties of the members and of such corporation shall continue to be
governed by the provisions of the Condominium Statute and of this Declaration.
Section 13.2 Qualification for Membership. Each Owner (including Declarant)
shall be a member of the Association. Declarant shall be considered an "Owner" as that term
is used herein, and shall be a member of the Association and the voting representative with
respect to any Unit owned by Declarant.
Section 13.3 Transfer of Membership. The Association membership of each
Owner (including Declarant) shall be appurtenant to the Unit giving rise to such membership,
and shall not be transferred in any way except upon the transfer of the Owner's interest in the
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Unit and then only to the transferee. Any attempt to make a prohibited transfer shall be void.
Any transfer of an Owner's interest in a Unit shall operate automatically to transfer the
membership in the Association to the new Owner.
Section 13.4 Voting. The voting power of the Owner of each Unit shall be equal to
the Allocated Interest of the Unit as set forth on Schedule B. An Owner (including Declarant)
of more than one Unit shall have the votes appertaining to all Units owned. No votes
allocated to a Unit owned by the Association may be cast, and in determining the percentage
of votes required to act on any matter, the votes allocated to the Association shall be
disregarded. No lessee of any Unit shall have the right to use the voting power of the Owner
of such Unit, unless such lessee has been designated as the voting representative of such Unit
by the Owner pursuant to Section 13.5 below.
Section 13.5 Voting Representative. An Owner may, by written notice to the
Board, designate a voting representative for its Unit. The voting representative need not be an
Owner. The designation may be revoked at any time by written notice to the Board from the
Owner or by actual notice to the Board of the death or judicially declared incompetence of the
Owner, except in cases in which the person designated is a Mortgagee of the Unit. This
power of designation and revocation may be exercised by the guardian of an Owner, the
attorney -in -fact for the Owner under a durable power of attorney, and the administrators or
executors of an Owner's estate. If no designation has been made among multiple Owners of a
Unit, or if a designation has been revoked and no new designation has been made, all votes
allocated to each Unit may be cast by the one of multiple Owners present at the meeting, or if
more than one of multiple Owners are present, according to the agreement of a majority in
interest of such Owners in the Unit.
Section 13.6 Joint Owner Disputes. The voting interest of each Unit must be cast
as a single vote. Fractional votes shall not be allowed. If joint Owners are unable to agree
how their vote shall be cast, they shall lose their right to vote on the matter in question.
Section 13.7 Pledged Votes. If an Owner is in default under a First Mortgage on its
Unit for sixty (60) consecutive days or more, the Mortgagee shall automatically be authorized
to declare at any time thereafter that the Owner has pledged its vote on all issues to the
Mortgagee during the continuance of the default. If the Board has been notified of any such
pledge to a Mortgagee, and if the pledge is then effective, only the vote of the Mortgagee will
be recognized on the issues that are subject to the pledge.
Section 13.8 Annual and Special Meetings. There shall be an annual meeting of
the members of the Association in the first quarter of each calendar year at such reasonable
place and time as may be designated by no less than ten (10) or more than sixty (60) days
written notice from the Board. Special meetings of the Association may be called at any time
by the president, a majority of the Board, or Owners having twenty percent (20%) or more of
the votes in the Association, for the purpose of considering matters which require the approval
of all or some of the Owners, or for any other reasonable purpose. Any Institutional Holder of
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a First Mortgage may attend or designate a representative to attend the meetings of the
Association.
Section 13.9 Books and Records. The Board shall cause to be kept complete,
detailed, and accurate books and records of the receipts and expenditures of the Association,
and, at least annually, shall prepare, or cause to be prepared, a financial statement of the
Association, in a form that complies with generally accepted accounting principles.
Section 13.10 Audits. At the annual meeting, there shall be presented an audited
financial statement of the Association, prepared by a certified or licensed public accountant
who is not a member of the Board or an Owner. The above -described audit may be waived
annually by the unanimous vote of all Owners. If the above -described audit is waived, any
holder of a Mortgage may cause an audited financial statement of the Condominium to be
prepared at such holder's expense and the Association shall cooperate fully with any such
audit. The Board, or persons having thirty-five percent (35%) or more of the voting power of
the Association, may require that an audit of the Association and management books be
presented at any special meeting. An Owner, at its expense, may at any reasonable time
conduct an audit of the books of the Board and the Association.
Section 13.11 Articles and Bylaws. The Association will adopt Bylaws to
supplement this Declaration and the Articles and to provide for the administration of the
Association and the Property and for other purposes not inconsistent with the Condominium
Statute or this Declaration. The Articles and Bylaws may be amended as provided therein and
consistent with applicable law. However, no material amendment of the Articles or Bylaws
may be made without the prior written approval of fifty-one percent (51 %) or more of the
Eligible Mortgagees.
Section 13.12 Inspection of Condominium Documents, Books, and Records.
During normal business hours and at other reasonable times this Declaration, the Survey Map
and Plans, the Articles, the Bylaws, and other rules governing the operation of the
Condominium (collectively, the "Condominium Documents") shall be available for inspection
free of charge by the Owners, First Mortgagees, prospective purchasers and their prospective
First Mortgagees, and the agents or attorneys of any of them and, in addition, at such times
the books and records, financial statements, authorizations for payment of expenditures, and
all contracts, documents, papers, and other records of the Association shall be available for
inspection by the Owners, Mortgagees, and the agents or attorneys of either of them.
ARTICLE 14
NOTICES
Section 14.1 Form and Delivery of Notice. All notices given under the provisions
of this Declaration or the Bylaws or rules or regulations of the Association shall be in writing
and may be delivered either personally or by mail. If delivery is made by mail, the notice
shall be deemed to have been delivered on the third (3rd) day of regular mail delivery after it
has been deposited in the United States mail, first class, postage prepaid, addressed to the
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person entitled to such notice at the most recent address known to the Board. Notice to the
Owner of any Unit shall be sufficient if mailed to the Unit if no other mailing address has
been given to the Board. Mailing addresses may be changed by notice in writing to the
Board. Notices to the Board shall be given to the president or secretary of the Association.
Section 14.2 Eligible Mortgagees. Until such time as any Eligible Mortgagee
withdraws its request for notice or satisfies the Mortgage held, guaranteed or insured by such
Eligible Mortgagee of record, the Board shall send to the Eligible Mortgagee a copy of all
notices of any proposed actions which require the consent of a specified percentage of
Eligible Mortgagees. All Institutional Holders of First Mortgages shall be entitled to notices
under Article 23 (damage and repair of damage to property) and Article 24 (condemnation)
irrespective of whether they have filed requests for notices.
ARTICLE 15
PERIOD OF DECLARANT CONTROL
Section 15.1 Transition Date. The "Transition Date" shall mean the date after
which Declarant may no longer exercise Declarant Control (as defined in Section 15.2), which
shall be ten (10) days after conveyance of any Unit that may be created to any Owner other
than Declarant. Declarant may voluntarily surrender Declarant Control before the Transition
Date, but require that until the Transition Date, specified actions of the Association or the
Board, as described in a recorded instrument executed by Declarant, be approved by
Declarant before they shall become effective.
Section 15.2 Declarant's Powers Until Transition Date. Until the Transition Date,
Declarant shall have the full power and authority to appoint and remove the Board and the
officers of the Association ("Declarant Control") subject to the limitations set forth in this
Article 15. After the Transition Date, the Board shall be elected by Owners and shall appoint
and remove the officers of the Association. Declarant shall at all times comply with all
applicable provisions of the Condominium Statute regarding contracts to which the
Association is a party, including without limitation RCW 64.34.320, and the Association shall
have all rights regarding the termination of contracts as are provided under RCW 64.34.320.
Section 15.3 Transfer of Administration. Within thirty (30) days after the
Transition Date the Owners shall elect a new Board of four (4) directors. The Board or the
Managing Agent shall call a meeting of the Association to be held within thirty (30) days after
the Transition Date for the purpose of electing the new Board. The new Board shall elect the
officers of the Association and such members of the Board and officers shall take office upon
election.
Section 15.4 Transfer of Association Control. Within sixty (60) days after the
Transition Date, Declarant shall deliver to the Association all property of the Owners and the
Association held or controlled by Declarant including, but not limited to, the original or a
photocopy of this Declaration and each amendment hereto; the certificate of incorporation and
a copy or duplicate original of the Articles of the Association as filed with the Washington
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Secretary of State; the Bylaws and minute books, including all minutes and other books and
records of the Association; any rules and regulations that have been adopted; any resignations
of officers and members of the Board who are required to resign because Declarant is required
to relinquish control of the Association; all financial records, including cancelled checks,
bank statements and financial statements of the Association and source documents from the
time of incorporation of the Association through the date of transfer of control to the Owners;
all Association funds or the control thereof; all tangible personal property of the Association
represented by Declarant to be the property of the Association or ostensibly the property of
the Association and an inventory of such property; a copy of Declarant's plans and
specifications utilized in the construction or remodeling of the Condominium and a certificate
of the Declarant or a licensed architect or engineer that the plans and specifications represent,
to the best of their knowledge and belief, the actual plans and specifications used by the
Declarant in the construction or remodeling of the Condominium (except for alterations to a
Unit done by an Owner other than Declarant); insurance policies or copies thereof for the
Condominium and the Association; copies of any certificates of occupancy that may have
been issued to the Condominium; any other permits issued by governmental bodies applicable
to the Condominium; all written warranties still in effect for the Common Elements or any
areas or facilities which the Association has the responsibility to maintain and repair and all
documents related thereto; a roster of Owners and Eligible Mortgagees and their addresses
and telephone numbers; and any leases or contracts to which the Association is a party. Upon
the transfer of control to the Owners, the records of the Association shall be audited as of the
date of transfer by an independent certified public accountant in accordance with generally
accepted accounting principles unless the Owners other than Declarant by two-thirds (2/3)
vote elect to waive the audit.
ARTICLE 16
AUTHORITY OF THE BOARD
Section 16.1 Adoption of Rules and Regulations. The Board is empowered to
adopt, amend, and revoke on behalf of the Association detailed administrative rules and
regulations necessary or convenient from time to time to ensure compliance with the general
guidelines of this Declaration and to promote the comfortable use and enjoyment of the
Condominium. The Declaration and the Bylaws and the rules and regulations of the
Association shall be binding upon all Owners and occupants and all other persons claiming
any interest in the Condominium.
Section 16.2 Enforcement of Declaration, Etc. The Board shall have the power
and the duty to enforce the provisions of this Declaration, the Articles, the Bylaws, and the
rules and regulations of the Association, as the same may be lawfully amended from time to
time, for the benefit of the Association.
Section 16.3 Goods and Services. The Board shall acquire and pay for as common
expenses of the Condominium all goods and services reasonably necessary or convenient for
the efficient and orderly functioning of the Condominium. The goods and services shall
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include (by way of illustration and not limitation) utility services for the Property; motor
vehicle and pedestrian control and directional signs and pavement markings within the
Property; re -striping parking stalls within Units upon the request and at the expense of the
Unit Owner; policies of insurance (including directors and officers liability insurance) and
fidelity bonds (if deemed advisable by the Board or required by the Condominium Statute);
legal and accounting services; cleaning, maintenance, repair, landscaping, gardening, and
general upkeep of the Common and Limited Common Elements; and all supplies, materials,
fixtures, and equipment that are, in the Board's judgment, necessary or desirable for the
operation of the Condominium and enjoyment of it by the Owners. The Board may hire such
full-time or part-time employees as it considers necessary.
Section 16.4 Managing Agent. The Board may, but shall not be required to,
contract with an experienced professional Managing Agent to assist the Board in the
management and operation of the Condominium and may delegate such of its powers and
duties to the Managing Agent as it deems to be appropriate, except as limited herein. If a
Managing Agent is employed by the Board, the prior written approval of at least fifty-one
percent (51 %) of all Eligible Mortgagees and seventy-five percent (75%) of all Institutional
Holders of First Mortgages shall be required before the Board may terminate professional
management and assume self management. Only the Board can approve an annual budget or
a supplemental budget, and only the Board can impose a special assessment on a Unit or
authorize foreclosure of an assessment lien. The Managing Agent may (but is not required to)
be a professional parking facility manager, and the contract with the Managing Agent may
(but is not required to) take the form of a parking facility management agreement. Any
contract with a Managing Agent, or any other contract providing for management or
operational services, shall have a term no longer than one (1) year (but may be renewable by
agreement of the parties for successive one- (1) year periods) and shall be terminable by the
Board without payment of a termination fee, with or without cause, on thirty (30) days'
written notice.
Section 16.5 Protection of Property. The Board may spend such funds and take
such action as it may from time to time deem necessary to preserve the Property, settle claims,
or otherwise act in what it considers to be the best interests of the Condominium or the
Association.
Section 16.6 Imposition of Payments, Fees, Fines. The Board may impose and
collect charges for late payment of assessments described in Article 18 and, after notice and
opportunity to be heard by the Board or by such representative designated by the Board and in
accordance with procedures provided by the Bylaws or rules and regulations adopted by the
Board, levy reasonable fines in accordance with a previously established schedule thereof
adopted by the Board and furnished to the Owners for violations of the Declaration, Bylaws,
or rules and regulations of the Association. The Board may impose and collect reasonable
charges for the preparation and recording of amendments to the Declaration and statements of
unpaid assessments, and may assign its right to future income, including the right to receive
common expense assessments. The Board may impose and collect any payments, fees or
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charges for the use, rental or operation of the Common Elements other than Limited Common
Elements appurtenant to each Unit, and for services provided to Owners.
ARTICLE 17
BUDGET AND ASSESSMENT FOR COMMON EXPENSES
Section 17.1 Preparation of Budget. At least ninety (90) days prior to the
beginning of each calendar year, the Board shall estimate the charges (including common
expenses, and any special charges for particular Units) to be paid during such year and
prepare a budget for creating, funding and maintaining reasonable repair, replacement and
acquisition of Common Elements, taking into account any expected income and any surplus
available from the prior year's operating fund (which surplus may be applied by the
Association to current operating expenses as referenced in the budget). Within thirty (30)
days after adoption of any proposed budget for the Condominium, the Board shall provide a
summary thereof to all Owners and set a date which is not less than fourteen (14) nor more
than sixty (60) days after mailing of the summary for a meeting of the Owners to consider
ratification of the budget. The budget shall be ratified unless at such meeting the Owners of
Units to which at least forty percent (40%) of the votes in the Association are allocated reject
the budget, whether or not a quorum is present, provided, however, that as long as the City of
Auburn is the owner of all of Units 4, 5, 6, 9, 11, 12, 13, 14, 19, 20, 21, 22, 27, and 29 of the
Condominium (collectively, the "City Units"), the budget shall not be ratified if at such
meeting the City of Auburn or its representative rejects the budget. Without limiting the
generality of the foregoing but in furtherance thereof, the Board may create and maintain from
regular monthly assessments a reserve fund for periodic maintenance and repair of Common
Elements and for replacement of those Common Elements which can reasonably be expected
to require replacement prior to the end of the useful life of the Building. The Board may
calculate the contributions to said reserve fund so that there are sufficient funds therein to
replace each Common Element covered by the fund at the end of the estimated useful life of
each such Common Element. If the sum estimated and budgeted at any time proves
inadequate for any reason (including nonpayment of any Owner's assessment), the Board may
at any time levy a further assessment, which shall be assessed to the Owners in like
proportions.
Section 17.2 Monthly Assessments for Common Expenses and Accrual of
Assessments. The sums required by the Association for common expenses as reflected by the
budget and any supplemental budgets shall be divided into equal installments to be paid each
month over the period of time covered by the budget or supplemental budget. The monthly
installments shall be assessed to all of the Units and their respective Owners in proportion to
the Units' Allocated Interests in the Common Elements. Notwithstanding the foregoing, the
budget may include expenses related to Limited Common Elements which may be assessed
against the Units to which such Limited Common Elements appertain equally and/or expenses
benefiting certain Units may be assessed exclusively against those Units. The cost of utilities
shall be assessed in proportion to usage. Assessments to pay a judgment against the
Association perfected under RCW 4.64.020 may be made only against Units in the
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Condominium at the time the judgment was entered in proportion to their Allocated Interests
in common expense liability at the time the judgment was entered. Any common expenses
caused by the misconduct of an Owner may be assessed exclusively against such Owner's
Unit. Until the Association makes a common expense assessment, the Declarant shall pay all
common expenses. The first assessment shall be made by the Association against all Units,
no later than sixty (60) days after the first Unit is conveyed. Thereafter, assessments shall be
made against all Units, based on a budget adopted by the Association.
Section 17.3 Revised Assessments. The assessments shall be based upon the
Allocated Interests stated in Schedule B as amended.
Section 17.4 Special Assessments. If a special assessment becomes chargeable
against a Unit under the authority of this Declaration or the Bylaws, the Board shall determine
the amount of such special assessment and fix the month in which it is to be paid. The special
assessment shall be added to the Unit's monthly installment of common expenses and be
included in the assessment against the Unit.
Section 17.5 Notice of Assessment. The Board shall notify each Owner in writing
of the amount of the monthly assessments to be paid for such Owner's Unit and shall furnish
copies of each budget on which the assessments are based to all Owners and, if so requested,
to their respective Mortgagees.
Section 17.6 Payment of Assessments. On or before the first day of each calendar
month each Owner shall pay or cause to be paid to the treasurer of the Association the
assessment against the Unit for that month. Any assessment not paid by the first day of the
calendar month for which it is due shall be delinquent and subject to late charges, interest
charges and collection procedures as provided in Article 18.
Section 17.7 Proceeds Belong to Association. All assessments and other receipts
received by the Association on behalf of the Condominium shall belong to the Association.
Section 17.8 Failure to Assess. Any failure by the Board or the Association to
make the budget and assessments hereunder before the expiration of any budget period for the
ensuing period shall not be deemed a waiver or modification in any respect of the provisions
of this Declaration, or a release of the Owners from the obligation to pay assessments during
that or any subsequent time period, and the monthly assessments and amounts previously
established shall continue until a new assessment is established.
Section 17.9 Certificate of Unpaid Assessments. Upon the request of any Owner,
Mortgagee, prospective purchaser, or prospective Mortgagee of a Unit, the Board shall furnish
within fifteen (15) days after request therefor a certificate in recordable form stating the
amount, if any, of unpaid assessments charged to the Unit. The certificate shall be binding
upon the Board, the Association and every Owner as to the amount of such indebtedness on
the date of the certificate unless and to the extent known by the recipient to be false.
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Section 17.10 Separate Accounts. The Board shall require that the Association
maintain separate accounts for current operations, reserves, and a special separate reserve
account for payment of insurance. No funds of the Association shall be commingled with the
funds of any other association or with the funds of the Managing Agent or any other person
responsible for the custody of such funds. Each month the Board shall first deposit to the
insurance reserve account that portion of the common expense assessment necessary to pay at
least one -twelfth (1/12) of the total cost of all of the insurance policies provided regarding the
Condominium and such insurance reserve account shall be held separately and inviolate until
utilized for payment of insurance premiums. Thereafter the remainder of the assessments and
charges collected may be utilized for payment of other expenses or deposited or credited to
other accounts. Any action affecting reserve funds, including issuance of checks, shall
require the signature of at least two (2) persons who are officers or directors of the
Association. All such assessments and charges shall be collected and held in trust for, and
administered and expended for the benefit of, the Owners.
ARTICLE 18
LIEN AND COLLECTION OF ASSESSMENTS
Section 18.1 Assessments Are a Lien; Priority. All unpaid sums assessed by the
Association for the share of the common expenses chargeable to any Unit and any sums
specially assessed to any Unit under the authority of this Declaration or the Bylaws (together
with interest, fines, late charges, costs, and attorneys' fees in the event of delinquency) shall
constitute a continuing lien on the Unit and all its appurtenances from the time the assessment
is due. The lien for such unpaid assessments shall be prior to all other liens and
encumbrances except (a) liens and encumbrances recorded before the recording of the
Declaration, (b) a Mortgage on the Unit recorded before the date on which the assessment
sought to be enforced became delinquent, and (c) liens for real property taxes and other
governmental assessments or charges against the Unit. Except as provided above (and subject
to the provisions of Section 18.2 below), a Mortgagee that obtains the right of possession of a
Unit through a foreclosure or deed of trust sale, or by taking a deed in lieu of foreclosure or
sale, or a purchaser at a foreclosure sale, shall take the Unit free of any claims for assessments
or installments thereof that became due prior to such right of possession, but will be liable for
the common expenses and assessments that become due thereafter. The Unit's past due share
of common expenses or assessments shall become new common expenses chargeable to all of
the Owners, including the Mortgagee or foreclosure sale purchaser and their successors and
assigns, in proportion to their respective Allocated Interests in the Common Elements;
however, the Owner shall continue to be personally liable for such past accrued assessments,
as provided in Section 18.3. For the purpose of this Section, the terms "Mortgage" and
"Mortgagee" shall not mean any real estate contract or vendor or designee or assignee of a
vendor under a real estate contract.
Section 18.2 Lien May Be Foreclosed. Each Unit in the Condominium is hereby
granted to Chicago Title Insurance Company, as trustee, in trust with power of sale, to secure
the obligation of each Unit (and the Owner thereof) to pay assessments against such Unit
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made by the Association. The Units are not used principally for agricultural or farming
purposes. The power of sale granted hereby is operative in case of any default in the
obligation of an Owner to pay any assessment made against such Owner's Unit. The
Association's lien for delinquent assessments is not subject to the provisions of Chapter 6.13
RCW. The lien may be enforced by the Managing Agent or the Board, acting on behalf of the
Association, judicially in the manner set forth in Chapter 61.12 RCW or nonjudicially in the
manner set forth in Chapter 61.24 RCW for nonjudicial foreclosures of deeds of trust. Unless
the Association elects to foreclose its lien nonjudicially pursuant to Chapter 61.24 RCW, the
lien shall also be prior to any Mortgage described in Section 18.1(b) to the extent of
assessments for common expenses, excluding any amounts for capital improvements, based
on the periodic budget adopted by the Association, which would have become due during the
six (6) months immediately preceding the date of a sheriffs sale in an action for judicial
foreclosure by either the Association or a Mortgagee, the date of a trustee's sale in a
nonjudicial foreclosure by a Mortgagee, or the date of recording of the notice of forfeiture in a
proceeding by the vendor under a real estate contract. The priority of the Association's lien
against any Unit encumbered by a Mortgage held by a Mortgagee which has given to the
Secretary of the Association a written request for notice of delinquent assessments shall be
reduced by up to three (3) months if and to the extent the Association's lien priority includes
delinquencies which relate to a period after such holder has given such notice and before the
Association gives.the holder a written notice of the delinquency. The Managing Agent or the
Board, acting on behalf of the Association, shall have the power to bid on at the foreclosure
sale, acquire, hold, lease, mortgage and convey the Unit. The lien for delinquent assessments
and the personal liability for payment of the assessments shall be extinguished unless
proceedings to enforce the lien are instituted within three (3) years after the amount of
assessment sought to be recovered becomes due.
Section 18.3 Assessments Are Personal Obligations. In addition to constituting a
lien on the Unit and all its appurtenances, all sums assessed by the Association chargeable to
any Unit (together with interest, costs and attorneys' fees in the event of delinquency) shall be
the joint and several personal obligations of the Unit Owner when the assessment is made and
such Owner's successors in title who assume such obligations, for all assessments due up to
the time of each Owner's conveyance of the Unit, without prejudice to any such successor's
ability to recover from the Owner the amounts paid by such successor therefore. Suit to
recover a personal judgment for any delinquent assessments shall be maintainable without
foreclosing or waiving the lien securing them.
Section 18.4 Receiver. The Association may appoint a receiver to collect from the
lessee of any Unit for which Association assessments are delinquent the rent for the Unit as
and when due, regardless of whether and when the Association has commenced foreclosure of
its assessment lien against the Unit. If the rental is not paid, the receiver may obtain
possession of the Unit, rent the Unit or permit its rental to others, and apply the rents first to
the cost of the receivership and attorneys' fees thereof, then to applicable charges, then to
costs, fees and charges of the Association's assessment lien foreclosure action (if any), and
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then to the payment of the delinquent assessments. Exercise by the Association of the
foregoing rights shall not affect the priority of any preexisting liens on the Unit.
Section 18.5 Late Charges and Interest on Delinquent Assessments. The Board
may from time to time establish late charges and a rate of interest to be charged on
assessments that may thereafter become delinquent. In the absence of another established
nonusurious rate, delinquent assessments shall bear interest at the rate of twelve percent
(12%) per annum.
Section 18.6 Recovery of Attorneys' Fees and Costs. In any action to collect
delinquent assessments, including appeal thereof and enforcement of a judgment, the
prevailing party shall be entitled to recover as a part of its judgment a reasonable sum for
attorneys' fees and expenses reasonably incurred in connection with the action, in addition to
taxable costs permitted by law.
Section 18.7 Remedies Cumulative. The remedies provided herein are cumulative
and the Board may pursue them, and any other remedies which may be available under the
law although not expressed herein, either concurrently or in any order.
Section 18.8 Security Deposit. An Owner who has been delinquent in paying its
monthly assessments for three (3) of the five (5) preceding months may be required by the
Board, from time to time, to make and maintain a security deposit not in excess of three (3)
months' estimated monthly assessments, which shall be collected and shall be subject to
penalties for nonpayment as are other assessments. The deposit shall be held by the
Association in a separate fund, credited to such Owner, and may be resorted to by the
Association at any time when such Owner is ten (10) days or more delinquent in paying its
assessments.
ARTICLE 19
COMPLIANCE WITH DECLARATION
Section 19.1 Enforcement. Each Owner and the Association shall comply strictly
with the provisions of this Declaration and with the Bylaws and administrative rules and
regulations passed hereunder, as the same may be lawfully amended from time to time, and
with all decisions adopted pursuant to this Declaration and the Bylaws and administrative
rules and regulations. Failure to comply shall be grounds for an action to recover sums due
for damages, or injunctive relief, or both maintainable by the Board acting through its officers
on behalf of the Owners, or by any aggrieved Owner on its own.
Section 19.2 No Waiver of Strict Performance. The failure of the Board (or the
Managing Agent) in any instance to insist upon the strict compliance with this Declaration or
the Bylaws or rules and regulations of the Association, or to exercise any right contained in
such documents or to serve any notice or to institute any action, shall not be construed as a
waiver or a relinquishment for the future of any term covenant, condition, or restriction. The
receipt by the Board of payment of an assessment from an Owner, with knowledge of a
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breach by the Owner, shall not be a waiver of the breach. No waiver by the Board of any
requirement shall be effective unless expressed in writing and signed for the Board.
ARTICLE 20
LIMITATION OF LIABILITY
Section 20.1 Liability for Utility Failure, Etc. Except to the extent covered by
insurance obtained by the Board, none of the Association, the Board, the Managing Agent or
the Declarant shall be liable for: the failure of any utility or other service to be obtained and
paid for by the Board; any injury or damage to person or property caused by the elements, or
resulting from electricity, water, rain, dust, or sand which may lead or flow from outside or
from any parts of the Buildings, or from any of their pipes, drains, conduits, appliances, or
equipment, or from any other place; or for inconvenience or discomfort resulting from any
action taken to comply with any law, ordinance, or orders of a governmental authority. No
diminution or abatement of common expense assessments shall be claimed or allowed for any
such utility or service failure, or for such injury or damage, or for such inconvenience or
discomfort.
Section 20.2 No Personal Liability. Except as otherwise provided in the
Condominium Statute, so long as a Board member, Association committee member,
Association officer, Declarant or the Managing Agent has acted in good faith, with ordinary
and reasonable care (and in the case of Board officers and members appointed by Declarant,
with the care required of a fiduciary of the Owners), without willful or intentional
misconduct, upon the basis of such information as is then possessed by such person, no such
person shall be personally liable to any Owner, or to any other person, including the
Association, for any damage, loss, or prejudice suffered or claimed on account of any act,
omission, error, or negligence of such person; provided that this section shall not apply where
the consequences of such act, omission, error, or negligence is covered by insurance obtained
by the Board.
ARTICLE 21
INDEMNIFICATION
Each Board member, Association committee member and Association officer, and
Declarant and the Managing Agent shall be indemnified by the Association against all
expenses and liabilities, including attorneys' fees, reasonably incurred by or imposed in
connection with any proceeding to which he or she may be a party, or in which he or she may
become involved, by reason of holding or having held the position of Board member,
Association committee member, Association officer or Managing Agent, or any settlement
thereof, whether or not he or she holds such position at the time such expenses or liabilities
are incurred, except to the extent such expenses and liabilities are covered by any type of
insurance and except in such cases wherein such person is adjudged guilty of willful
misfeasance in the performance of his or her duties; provided that, in the event of a
settlement, the indemnification shall apply only when the Board approves such settlement and
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reimbursement as being for the best interests of the Association; further provided that
Declarant shall not be entitled to indemnification against any expenses or liabilities for which
it is liable under the Condominium Statute; and further provided that nothing contained in this
Article 21 shall be deemed to obligate the Association to indemnify any Owner who is or has
been a Board member or officer of the Association with respect to any duties or obligations
assumed or liabilities incurred by he or she under or by virtue of the Declaration as an Owner
of a Unit covered thereby.
ARTICLE 22
INSURANCE
Section 22.1 General Requirements. The Board shall cause the Association to
purchase and maintain at all times as a common expense a policy or policies and bonds
necessary to provide property insurance; commercial general liability insurance; worker's
compensation insurance to the extent required by applicable laws; insurance against loss of
personal property of the Association by fire, theft, or other causes with such deductible
provisions as the Board deems advisable; insurance, if available, for the protection of the
Association's directors, officers, and representatives from personal liability in the
management of the Association's affairs; such insurance as the Board deems advisable for a
person engaged in the business of owning and operating a commercial parking garage; and
such other insurance and fidelity bonds as the Board deems advisable or as may be required
by the Condominium Statute. The Board shall review at least annually the adequacy of the
Association's insurance coverage. All insurance shall be obtained from an insurance carrier
rated Triple A (and rated in Class XI or better financial condition) by Best's Insurance
Reports or equivalent rating service, and licensed to do business in the State of Washington.
Except as provided otherwise in the following sentence, and subject to the requirements of the
Condominium Statute (including without limitation RCW 64.34.352), the provisions of this
Article 22 shall be subject to the authority of the Board to modify the Association's insurance
coverage in its discretion upon the approval of a majority of the members of the Board.
Notwithstanding any other provisions herein, the Association shall continuously maintain in
effect property insurance, including earthquake coverage (if available at commercially
reasonable rates), and liability insurance and a fidelity bond (if a fidelity bond is required by
any applicable law, ordinance, or regulation) that meet the insurance and fidelity bond
requirements for commercial condominium projects established by any applicable law,
ordinance, or regulation. All such insurance policies and fidelity bonds shall provide that
coverage may not be cancelled, modified or allowed to lapse (including cancellation for
nonpayment of premium) without compliance with all applicable provisions of Chapter 48.18
RCW pertaining to cancellation or nonrenewal of insurance and at least thirty (30) days' prior
written notice to any and all Mortgagees, designated servicers of Mortgagees, and all insurers
that issue certificates or memoranda to. the Association and, upon written request, to any
Owner or Mortgagee. Promptly upon the conveyance of a Unit, the new Owner shall notify
the Association of the date of the conveyance and the Owner's name and address. The
Association shall notify each insurance company that has issued an insurance policy to the
Association for the benefit of the Owners under this'Article 22 of the name and address of the
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new Owner and request that the new Owner be made a named insured under such policy. No
claims may be made under any insurance policy held by the Association except upon the
approval of the Board.
Section 22.2 Property Insurance. The property insurance shall, at the minimum,
consist of a standard form of fire insurance policy with extended coverage or "all risk"
endorsements in an amount equal to the full replacement value (i.e., one hundred percent
(100%) of current replacement cost exclusive of land, foundation, excavation, and other items
normally excluded from coverage) of the Common Elements, and all fixtures and equipment
belonging to the Association with an "Agreed Amount Endorsement" or its equivalent, if
available, or an "Inflation Guard Endorsement." In addition to protection against loss or
damage by fire and other hazards covered by the standard extended coverage endorsement,
the policy shall provide protection against loss or damage from sprinkler leakage, debris
removal, cost of demolition, vandalism, malicious mischief, windstorm, water damage, and
such other risks as are customarily covered in policies for commercial condominium projects
of similar construction and use in the greater Seattle metropolitan area. The policy or policies
shall provide for separate protection for each Unit to the full insurance replacement value
thereof (limited as above provided), and a separate loss payable endorsement in favor of the
holder of the Mortgage that creates a lien against such Unit; provided, however, that each
Owner shall be responsible for property damages to its Unit up to the deductible amounts of
the Association's property insurance policy. The insurance proceeds may be made payable to
any trustee with which the Association may enter into an insurable trust agreement, or any
successor trustee, who shall have exclusive authority to negotiate losses under the policies.
The policies shall provide that, notwithstanding any provisions thereof which give the carrier
the right to elect to restore damage in lieu of making a cash settlement, such option shall not
be exercisable without the prior written approval of the Association (or any insurance trustee)
or when in conflict with the provisions of any insurance trust agreement to which the
Association may be a party, or any requirement of law. The policy or policies shall have
deductibles of no greater than the lesser of Ten Thousand Dollars ($10,000), one percent (1 %)
of the coverage amount, or a deductible amount deemed reasonable by the Board.
Section 22.3 Commercial General Liability Insurance. The commercial general
policy of public liability insurance shall insure the Board, the Association, the Owners,
Declarant, and the Managing Agent, and cover all of the Common Elements, with a
"Severability of Interest Endorsement" or equivalent coverage that would preclude the insurer
from denying the claim of an Owner because of the negligent acts of the Association or of
another Owner, and shall include protection against water damage liability, liability for non -
owned and hired automobiles, liability for property of others, and such other risks as are
customarily covered with respect to commercial condominium projects of similar construction
and use in the greater Seattle metropolitan area. The limits of liability shall be determined by
the Board but shall not be less than Two Million Dollars ($2,000,000) covering all claims for
personal injury and/or property damage arising out of a single occurrence and Three Million
Dollars ($3,000,000) general aggregate.
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Section 22.4 Additional Policy Provisions. The Board shall exercise its reasonable
best efforts to obtain insurance policies pursuant to Sections 22.2 and 22.3 containing the
following provisions and limitations:.
(a) The named insured shall be the Association, as trustee for each of the
Owners in accordance with their respective Allocated Interests in the Common Elements.
The insurance proceeds may be made payable to any trustee with which the Association may
enter into an insurance trust agreement, or any successor trustee, who shall have exclusive
authority to negotiate losses under the policies.
(b) Such policies shall not provide for contribution by or assessment
against Mortgagees or become a lien on the Property superior to the lien of a First Mortgage.
(c) In no event shall the insurance coverage be brought into contribution
with insurance purchased by the Owners of the Units or their Mortgagees.
(d) Coverage shall not be prejudiced by (i) any act or neglect of the
Owners when such act or neglect is not within the control of the Association, or (ii) failure of
the Association to comply with any warranty or condition with regard to any portion of the
Property over which the Association has no control.
(e) A waiver of subrogation by the insurer as to any and all claims against
the Association, any Owner and their respective agents, employees, household members, or
tenants, and of any defenses based upon co-insurance or upon invalidity arising from the acts
of the insured.
(f) A standard mortgagee clause which shall provide:
(i) that any reference to a mortgagee in the policy shall mean and
include all holders of Mortgages that create liens against any Units or Unit leaseholds or
subleaseholds in their respective order of preference, whether or not named therein;
(ii) that such insurance as to the interest of any holder of a
Mortgage shall not be invalidated by any act or neglect of the Board or Owners or any persons
under any of them;
(iii) any provision invalidating such mortgagee clause by reason of
the failure of any holder of a Mortgage to notify the insurer of any hazardous use or vacancy,
any requirement that such holder pay any premium thereon, and any contribution clause; and
(iv) that, without affecting any protection afforded by such
mortgagee clause, any proceeds payable under such policy shall be payable to the Board or
the insurance trustee.
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Section 22.5 Fidelity Bonds. The fidelity bonds, if deemed advisable by the Board
or required by the Condominium Statute or any other applicable law, ordinance, or regulation,
shall afford coverage to protect against dishonest acts on the part of officers, directors,
trustees, and employees of the Association or the Managing Agent and all other persons who
handle or are responsible for handling funds of the Association and be in an amount equal to
at least fifty-five percent (55%) or more of the estimated annual operating expenses of the
Condominium, including reserves. All such fidelity bonds shall name the Association as an
obligee and contain waivers of any defense based upon the exclusion of persons who serve
without compensation from any definition of "employee" or similar expression.
Section 22.6 Insurance Proceeds. Insurance proceeds for damage or destruction to
any part of the Property shall be paid to the Board on behalf of the Association which shall
segregate such proceeds from any other funds of the Association for use and payment as
provided for in Article 23. The Association acting through the Board shall have the authority
to settle and compromise any claim under insurance obtained by the Association, each Owner
hereby appoints the Association as its attorney in fact for this purpose and the insurer may
accept the release and discharge of liability made by the Board on behalf of the named insured
under the policy.
ARTICLE 23
DAMAGE AND REPAIR OF DAMAGE TO PROPERTY
Section 23.1 Initial Board Determination. In the event of damage to any part of
the Property, the Board shall promptly, and in all events within thirty (30) days after the date
of damage, make the following determinations with respect thereto, employing such advice as
the Board deems advisable:
(a) The nature and extent of the damage, together with an inventory of the
Property directly affected thereby.
(b) A reasonably reliable estimate of the cost to repair the damage, which
estimate shall, if reasonably practicable, be based upon two (2) or more firm bids obtained
from responsible contractors.
(c) The expected insurance proceeds, if any, to be available from
insurance covering the loss based on the amount paid or initially offered by the insurer.
(d) The amount, if any, by which the estimated cost of repair exceeds the
expected insurance proceeds and the amount of the assessments that would have to be made
against each Unit if the excess cost were to be paid as a maintenance expense and specially
assessed against all the Units in proportion to their Allocated Interests in the Common
Elements.
(e) The Board's recommendation whether the damage should be repaired.
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Section 23.2 Notice of Damage. The Board shall promptly, and in all events within
thirty (30) days after the date of damage, provide each Owner and each Institutional Holder of
a First Mortgage with a written notice describing the damage and summarizing the initial
Board determinations made under Section 23.1. If the Board fails to do so within said thirty
(30) days, any Owner or Institutional Holder of a First Mortgage may make the
determinations required under Section 23.1 and give the notice required under this
Section 23.2.
Section 23.3 Definitions: Damage, Repair, Emergency Work. As used in this
Article 23:
(a) Damage shall mean all kinds of damage, whether of slight degree or
total destruction.
(b) Repair shall mean restoring the improvements to substantially the
condition they were in before they were damaged, with each Unit and the Common Elements
having substantially the same vertical and horizontal boundaries as before. Modifications to
conform to applicable governmental rules and regulations or available means of construction
may be made.
(c) Emergency Work shall mean work that the Board deems reasonably
necessary to avoid further damage or substantial diminution in value to the improvements and
to protect the Owners from liability from the condition of the site.
Section 23.4 Execution of Repairs.
(a) The Board shall promptly repair the damage and use the available
insurance proceeds therefor unless (a) the Condominium is terminated, (b) the repair or
replacement would be illegal under any state or local health or safety statute or ordinance, or
(c) before the repairs (other than Emergency Work) are begun the Owners decide in
accordance with this Article not to repair. If the cost of repair exceeds the available insurance
proceeds the Board shall impose a special assessment against all Units in proportion to their
Allocated Interests in the Common Elements in an amount sufficient to pay the excess costs.
(b) The Board shall have the authority to employ architects and engineers,
advertise for bids, let contracts to contractors and others, and take such other action as is
reasonably necessary to make the repairs. Contracts for the repair work shall be awarded
when the Board, by means of insurance proceeds and sufficient assessments, has provided for
paying the cost. The Board may authorize the insurance carrier to make the repairs if the
Board is satisfied that the work will be done satisfactorily, and if such authorization does not
contravene any insurance trust agreement or requirement of law.
(c) The Board may enter into a written agreement with a reputable
financial institution or trust or escrow company that the institution or company shall act as an
insurance trustee to adjust and settle any claim for property loss in excess of One Hundred
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Thousand Dollars ($100,000) or for the institution or company to collect the insurance
proceeds and cant' out the provisions of this Article 23.
Section 23.5 Damage Not Substantial; Assessment Under One Hundred
Thousand Dollars ($100,000). If the estimated assessment determined under
subsection 23.1(d) does not exceed One Hundred Thousand Dollars ($100,000) for any one
Unit, the damage will be deemed not to be substantial and the provisions of this Section 23.5
shall apply.
(a) Either the Board or the requisite number of Owners, within fifteen (15)
days after the notice required under Section 23.2 has been given, may but shall not be
required to, call a special Owners' meeting in accordance with Section 13.8 and the Bylaws to
decide whether to repair the damage.
(b) Except for Emergency Work, no repairs shall be commenced until
after the fifteen (15) day period and until after the conclusion of the special meeting if such a
special meeting is called within the fifteen (15) days.
(c) A concurring vote of all Owners and eighty percent (80%) or more of
the Institutional Holders of First Mortgages will be required to elect not to repair the damage.
The failure of the Board and the Owners within the fifteen (15) day period to call a special
meeting shall be deemed a decision to repair the damage.
Section 23.6 Substantial Damage; Assessment Over One Hundred Thousand
Dollars ($100,000). If the estimated assessment determined under subsection 23.1(d) is One
Hundred Thousand Dollars ($100,000) or more for any one Unit, the damage will be deemed
substantial and the provisions of this Section 23.6 shall apply.
(a) The Board shall promptly, and in all events within thirty (30) days
after the date of damage, call a special Owners' meeting to consider repairing the damage. If
the Board fails to do so within thirty (30) days, then notwithstanding the provisions of
Section 13.8 and the Bylaws, any Owner -or Institutional Holder of a First Mortgage may call
and conduct the meeting.
(b) Except for Emergency Work, no repairs shall be commenced until the
conclusion of the special Owners' meeting.
(c) A concurring vote of all Owners and eighty percent (80%) or more of
the Institutional Holders of First Mortgages will be required to elect not to repair the damage.
Failure of the Board, the Owners, and the Institutional Holders of First Mortgages to conduct
the special meeting provided for under subsection 23.6(a) within ninety (90) days after the
date of damage shall be deemed a unanimous decision to repair the damage.
Section 23.7 Effect of Decision Not to Repair. Prior to and notwithstanding a
decision under either subsections 23.5(a) or 23.6(a) not to repair the damage, the Board may
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nevertheless expend so much of the insurance proceeds and common funds as the Board
deems reasonably necessary for Emergency Work (which Emergency Work may include but
is not necessarily limited to removal of the damaged improvements and clearing, filling, and
grading the land), and the remaining funds, if any, and the Property shall thereafter be held
and distributed as follows:
(a) If the requisite numbers of Owners and Institutional Holders of First
Mortgagees vote to terminate the Condominium:
(i) The Property shall be owned in common by the Owners and
shall no longer be subject to this Declaration or to condominium ownership;
(ii) Owner's respective undivided interest in the Property shall be
the same as the proportion of the fair market value of that Owner's Unit and Allocated
Interest in the Common Elements (as determined by one (1) or more appraisers selected by
the Association) to the fair market value of all Units and Common Elements immediately
before the casualty. If any Unit or any Common Element is destroyed to the extent that an
appraisal of the fair market value thereof before destruction cannot be made, each Owner's
respective undivided interest in the Property shall be the same as each Owner's Allocated
Interest in the Common Elements immediately before the termination;
(iii) Mortgages and other liens affecting any of the Units shall be
deemed transferred in accordance with the existing priorities to the Owners' respective
undivided interests in the Property; and
(iv) The Property shall be subject to an action for partition at the suit
of any Owner, in which event the net proceeds of sale, together with the net proceeds of the
insurance on the Property, if any, shall be considered as one (1) fund, which fund shall be
divided into separate shares, one (1) for each Owner in a percentage equal to the percentage of
undivided interest owned by such Owner in the Property. After first paying out of the
respective share of each Owner, to the extent sufficient for the purpose, all Mortgages and
other liens on such Owner's interest, the balance remaining in each share shall be distributed.
to the Owner. Notwithstanding the foregoing, the right of partition shall be suspended if an
agreement ("Sales Agreement") to sell the Property is provided for in an agreement
("Termination Agreement") to terminate the Condominium entered into by Owners of Units
to which at least eighty percent (80%) of the votes in the Association are allocated. The
suspension of the right to partition shall continue unless and until the first to occur of the
following: (A) no binding obligation to sell exists three (3) months after the recording of the
Termination Agreement, (B) the Sales Agreement is terminated, or (C) one (1) year after the
Termination Agreement is recorded.
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(b) If the requisite numbers of Owners and Institutional Holders of First
Mortgagees do not vote to terminate the Condominium:
(i) Insurance proceeds attributable to the damaged Common
Elements shall be used to restore the damaged area to a condition compatible with the
remainder of the Condominium;
(ii) Insurance proceeds attributable to any Units and Limited
Common Elements which are not rebuilt shall be distributed to the Owners of such Units and
the Owners of the Units to which such Limited Common Elements were allocated, or to the
holders of any Mortgages or other liens affecting such Units, as their interests may appear•,
and
(iii) The remainder of the insurance proceeds shall be distributed to
all of the Owners and holders of Mortgagees or other liens, as their interests may appear, in
proportion to the Owners' respective Allocated Interests in the Common Elements. If the
Owners vote not to rebuild any Unit, that Unit's Allocated Interest shall be automatically
reallocated upon such vote as if the Unit had been condemned as provided in Article 24.
ARTICLE 24
CONDEMNATION
Section 24.1 Consequences of Condemnation; Notices. If any Unit or portion
thereof or the Common Elements or any portion thereof is made the subject matter of any
condemnation or eminent domain proceeding or is otherwise sought to be acquired by a
condemning authority (collectively, a "Taking") notice of the Taking shall promptly be given
to each Owner and to each Institutional Holder of a First Mortgage and the provisions of this
Article 24 shall apply. The Association, acting through the Board, shall represent the Owners
in any proceedings, negotiations, settlements or agreements in connection with any Taking,
and each Owner shall appoint the Association its attorney -in -fact for this purpose.
Section 24.2 Proceeds. All compensation, damages, or other proceeds of the Taking
(collectively, the "Award") shall be payable to the Association, as trustee for the Owners and
Mortgagees as their interests may appear.
Section 24.3 Complete Taking. If the entire Property is taken the Condominium
ownership shall terminate effective as of the acquisition of the Property by the condemning
authority. The Award shall be apportioned among the Owners in proportion to their
respective Allocated Interests in the Common Elements; provided that, if a standard different
from the value of the Property as a whole is employed to measure the Award in the Taking,
then in determining such shares the same standard shall be employed to the extent it is
relevant and applicable. On the basis of the foregoing principle, the Board shall as soon as
practicable determine the share of the Award to which each Owner is entitled. Each Owner's
share shall be applied first to the payment of all Mortgages and liens on the Owner's interest
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in accordance with the existing priorities and the balance of each share, if any, shall be
distributed to the Owner.
Section 24.4 Partial Taking. If less than the entire Property is taken the
Condominium ownership shall not terminate. The Allocated Interests of all Units taken shall
be reallocated to the remaining Units in proportion to the respective Allocated Interests of
those Units before the Taking and the Association shall promptly prepare, execute and record
an amendment to this Declaration reflecting the reallocations. Any remnant of a Unit
remaining after part of the Unit is taken, which remnant may not practically or lawfully be
used for any purpose permitted by this Declaration, shall become a Common Element
effective as of the acquisition of the Property taken by the condemning authority. If part of a
Unit is taken and the remaining part may be practically and lawfully used for a purpose
permitted by this declaration, that Unit's Allocated Interest shall be reduced in proportion to
the reduction in size of the Unit or on any other basis specified herein and the portion of the
Allocated Interest divested from the partially taken Unit shall be automatically reallocated to
such Unit and the remaining Units in proportion to the respective Allocated Interests of those
units before the Taking, with any partially taken Unit sharing in the reallocation on the basis
of its reduced Allocated Interest. Each Owner shall be entitled to a share of the Award
determined in the following manner:
(a) As soon as practicable the Board shall, reasonably and in good faith,
allocate the Award among compensation for Property taken, severance damages, or other
proceeds.
(b) Any amount allocated to taking of or injury to the Common Elements
shall be apportioned among Owners in proportion to their respective Allocated Interests in the
Common Elements.
(c) Any amount allocated to the taking or partial taking of or injury to a
particular Unit, Limited Common Elements appurtenant thereto and/or improvements made
by the Owner therein shall be apportioned to the Unit.
(d) Any amount allocated to severance damages shall be apportioned to
the Units that were not taken.
(e) Any amount allocated to consequential damages and any other takings
or injuries shall be apportioned as the Board determines to be equitable in the circumstances.
(f) If an allocation of the Award has already been established in
negotiation, judicial decree, or otherwise, then in apportioning the Award the Board shall
employ that allocation to the extent it is relevant and applicable.
(g) Distribution of apportioned proceeds shall be made to the Owners and
their respective Mortgagees in the manner provided in Section 24.3.
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Section 24.5 Reconstruction and Repair. Any reconstruction and repair
necessitated by a Taking shall be governed by the procedures specified in Article 23 for repair
of damage; provided that the Board may retain and apply such portion of each Owner's share
of the Award as is necessary to discharge the Owner's liability for any special assessment
arising from the operation of Article 23.
ARTICLE 25
EASEMENTS
Section 25.1 In General. Each Unit has an easement in and through each other Unit
and the Common Elements for all support elements and utility, wiring, heat, and service
elements and for reasonable access thereto, as required to effectuate and continue proper
operation of the Condominium. In addition, each Unit and all the Common Elements are
specifically subject to easements as required for the electrical wiring and plumbing for each
Unit. The specific mention or reservation of any easement in this Declaration does not limit
or negate the general easement for Common Elements reserved by law.
Section 25.2 Encroachments. All Common Elements are hereby declared to have
an easement over all adjoining Units for the purpose of accommodating any present or future
encroachment as a result of engineering errors, construction, reconstruction, repairs,
settlement, shifting, or movement of any portion of the Property, or any other similar cause,
and any encroachment due to Building overhang or projection. There shall be valid
easements for the maintenance of the encroaching Common Elements so long as such
encroachments shall exist. The encroachments described in this Section 25.2 shall not be
construed to be encumbrances affecting the marketability of title to any Unit.
Section 25.3 Easement and Rights Reserved by Declarant. Declarant hereby
reserves nonexclusive easements over, across and through the Common Elements as
reasonably necessary for the purpose of discharging Declarant's obligations hereunder and
under the Condominium Statute and for exercising any Special Declarant Rights for the
benefit of itself and its successors and assigns. Declarant also reserves nonexclusive
easements for the benefit of itself and its successors and assigns and for the benefit of the
Association, for ingress and egress over the Common Elements and for access to and over the
Common Elements and to tie into and utilize any water, sanitary sewer, storm sewer,
electricity, gas, telephone, cable communications and other utility lines now or hereafter
established in the Condominium. The easements reserved hereby shall not be exercised in a
manner that will overload or materially impair the use and enjoyment of the roadways,
pathways and utilities by the Owners. The easements reserved shall be exercised for the
purpose of discharging Declarant's and the Association's obligations hereunder and under the
Condominium Statute and for exercising any Special Declarant Rights. Declarant also
reserves an easement over, across and through the Common Elements for the purpose of
completing the construction of any Units or other improvements. The Association shall have
the right to grant additional permits, licenses and easements over the Common Elements for
utilities, roads and other purposes necessary for the proper operation of the Condominium.
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Section 25.4 Utility Easements Granted by Declarant. Declarant grants to each
company or municipality providing utility services to the Condominium or to the Owners an
easement for the installation of all utilities serving the Condominium or the Owners,
including, without limitation, such utilities services as water, sanitary sewer, storm sewer,
electricity, gas, cable communications and telephone, and an easement for reasonable access
over the roadways and Common Elements to the utility service facilities.
Section 25.5 Easement Within Units for Parking by Disabled Persons. Declarant,
hereby reserves an exclusive easement within each Disabled Person Parking Stall that is in
existence as of the effective date of this Declaration, which shall include a portion of Unit 3
(three (3) unnumbered stalls), the entirety of Unit 9 (one (1) unnumbered stall), a portion of
Unit 11 (one (1) unnumbered stall), and a portion of Unit 19 (one (1) unnumbered stall), as
graphically depicted on the Survey Map and Plans, for ingress and egress and the parking of
motor vehicles by holders of disabled parking permits and, if such permits are no longer
issued by any governmental authority with jurisdiction over the Property, then for the parking
of motor vehicles used by physically disabled or handicapped persons, for the benefit of all
Unit Owners, their respective agents, contractors, employees, guests, invitees, licensees, and
tenants. The easement created in this section may be amended or terminated by the
amendment of this section according to the procedures set forth in Article 27 for amendments
to this Declaration.
Section 25.6 Easements Run With the Land. The easements, covenants,
restrictions, benefits and obligations hereunder shall be perpetual and run with the land.
ARTICLE 26
PROCEDURES FOR SUBDIVIDING, COMBINING
OR RELOCATING BOUNDARIES BETWEEN UNITS
Section 26.1 Submission of Proposal. No Unit or Units or Common Elements shall
be subdivided and/or combined either by agreement or legal proceedings, except as provided
in this Article and Article 3.
(a) Subdivision or Combination. An Owner may propose subdividing
and/or combining of a Unit, Units, or Common Elements by submitting the proposal in
writing to the Board. If the proposal contemplates the subdivision of a Unit, the proposal
must also be given to all First Mortgagees. The proposal must include complete plans and
specifications for accomplishing the subdivision or combination (including plans and
specifications for removal or alteration) and proposed amendments of this Declaration the
Survey Map and Plans, if required by the Condominium Statute.
(b) Relocation of Boundaries. The Owners of adjoining Units may apply
to the Association for relocation of the boundary between their Units. If the Owners have
specified a reallocation between their Units of their Allocated Interests, the application must
state the proposed reallocations.
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(c) Leases. This article shall not restrict the right of any Owner to lease,
license, or sublease any portion of the Unit, including without limitation any parking stall.
Section 26.2 Approvals Required.
(a) Subdivision. A proposal that contemplates subdivision of a Unit will
be accepted only if approved in writing by all Owners and Mortgagees/Institutional Holders
of First Mortgages of the Unit or Units to be subdivided and the Owners of Units to which at
least sixty percent (60%) of the votes in the Association are allocated, provided, however, that
as long as the City of Auburn is the owner of all of the City Units, the subdivision must be
approved also by the City of Auburn.
(b) Approval Required for Combination. A proposal that contemplates
only combination of Units without subdividing any of them will be accepted if approved in
writing by the Owners of Units to which at least sixty percent (60%) of the votes in the
Association are allocated and all Owners and Mortgagees/Institutional Holders of First
Mortgages of the Units to be combined, provided, however, that as long as the City of Auburn
is the owner of all of the City Units, the combination must be approved also by the City of
Auburn.
Section 26.3 Procedure After Approval. An Owner's proposal for combination,
subdivision or relocation of boundaries shall be approved by the Board within thirty (30) days
after any required Owner and/or Mortgagee approval is obtained, unless the proposed
alteration does not comply with the Condominium Statute or this Declaration or impairs the
structural integrity or mechanical or electrical systems of the Condominium or any proposed
reallocation of Allocated Interests is unreasonable. Upon approval of the proposal, the Owner
making it may proceed according to the proposed plans and specifications; provided that the
Board may in its discretion require that the Board administer the work or provisions for the
protection of other Units or Common Elements or that reasonable deadlines for completion of
the work be inserted in the contracts for the work.
(a) Subdivision. In the event of a subdivision, the Association shall
prepare, execute and record (and the Owner of the subdivided Unit shall execute) an
amendment to this Declaration and the Survey Map and Plans, subdividing the Unit, assigning
identifying numbers to the Units created, and reallocating the Allocated Interests formerly
allocated to the subdivided Unit to the new Units.
(b) Relocation of Boundaries. In the event of a relocation of Unit
boundaries, the Association shall prepare an amendment to the Declaration that identifies the
Units involved and states the reallocations of Allocated Interests. The amendment must be
executed by the Owners of the Units. involved, contain words of conveyance between them
and be recorded in the county in which the Condominium is located. The Association shall
obtain and record Survey Maps or Plans necessary to show the altered boundaries between
adjoining Units and their dimensions and identifying numbers.
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ARTICLE 27
AMENDMENTS OF DECLARATION AND SURVEY MAP AND PLANS
Section 27.1 Amendments by the Association. Any Owner may propose
amendments to this Declaration or the Survey Map and Plans to the Board. A majority of the
members of the Board may cause a proposed amendment to be submitted to the members of
the Association for their consideration. If an amendment is proposed by Owners to which
twenty percent (20%) or more of the votes in the Association are allocated, then, irrespective
of whether the Board concurs in the proposed amendment, it shall be submitted to the
members of the Association for their consideration at their next regular or special meeting.
Notice of a meeting at which an amendment is to be considered shall include the text of the
proposed amendment. Amendments may be adopted at a meeting of the Association or by
written consent of the requisite number of persons entitled to vote, after notice has been given
to all persons (including Mortgagees) entitled to receive notice of a meeting of the
Association.
Section 27.2 Approvals Required. Except for amendments that may be executed
by the Declarant under Article 3 (exercise of the Development Rights) or by the Association
under Section 7.3 (reallocation of Limited Common Elements), Article 24 (condemnation), or
Article 26 (relocation of boundaries or subdivision of Units), or by certain Owners if and to
the extent provided under Section 7.3 (reallocation of Limited Common Elements), Article 9
(Allocated Interests), or Article 26 (relocation of boundaries or subdivision of Units), all other
amendments to this Declaration shall be adopted if approved by the Owners of Units to which
at least sixty percent (60%) of the votes in the Association are allocated at an annual, regular,
or special meeting, provided, however, that as long as the City of Auburn is the owner of all
of the City Units, all such other amendments to this Declaration shall require the approval of
the City of Auburn. In addition to the above and other provisions of this Declaration and of
the Condominium Statute: (a) no amendment may restrict, eliminate, or otherwise modify
any Special Declarant Right without the prior written approval of Declarant and any
Mortgagee with a security interest in the Special Declarant Right or the property subject
thereto, excluding Mortgagees of Units owned by persons other than Declarant, and (b) the
prior written approval of at least seventy-five percent (75%) of all Institutional Holders of
First Mortgages will be required for any material amendment of this Declaration or the
Bylaws, including, but not limited to, any amendment that would change the Allocated
Interest of any Unit in the Common Elements. Once an amendment has been adopted by the
Association it shall become effective when the amendment, executed and certified on behalf
of the Association by any designated officer or the president of the Association, has been
recorded in the county in which the Condominium is located.
ARTICLE 28
ABANDONMENT OR TERMINATION OF CONDOMINIUM STATUS
Except as provided in Articles 23 and 24 the condominium status of the Property shall
not be abandoned or terminated by reason of any act or omission by the Owners or the
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DWT 1625240v 19 0018516-000023
Association except with the consent of the Owners of Units to which at least eighty percent
(80%) of the votes in the Association are allocated, by an instrument to that effect specifying
a date after which such instrument will be ineffective unless recorded prior thereto and
containing a description of the manner in which creditors of the Association will be paid or
provided for and setting forth the terms of any sale of all or a portion of the Property to be
sold following termination, which instrument must be duly recorded and then only if at least
seventy-five percent (75%) of all Institutional Holders of Mortgages approve in writing,
provided, however, that as long as the City of Auburn is the owner of all of the City Units, the
condominium status of the Property shall not be abandoned or terminated without the consent
of the City of Auburn. Proceeds of sale of any portion of the Property shall be distributed to,
and title to any portion of the Property not sold upon termination shall vest in, the Owners, as
described in the Condominium Statute.
ARTICLE 29
SEVERABILITY
The provisions of this Declaration shall be independent and severable, and the
unenforceability of any one provision shall not affect the enforceability of any other
provision, if the remainder complies with the Condominium Statute or, as covenants, affect
the common plan.
ARTICLE 30
EFFECTIVE DATE
This Declaration shall take effect upon recording.
ARTICLE 31
REFERENCE TO SURVEY MAP AND PLANS
The Survey Map and Plans were filed with the Recorder of King County, Washington,
simultaneously with the recording of this Declaration under File No. q,010020 a in
Volume .2.fo,S-of Condominiums, pages 07 / through p-2*.
ARTICLE 32
ASSIGNMENT BY DECLARANT
Declarant reserves the right to assign, transfer, sell, lease or rent all or a portion of the
Property then owned by it and reserves the right to assign all or any of its rights, duties and
obligations created under this Declaration; however, such assignment shall not diminish
Declarant's duties and obligations, including without limitation all contractual or warranty
obligations imposed on the Declarant by the Condominium Statute.
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ARTICLE 33
PROTECTIONS FOR MORTGAGEES TO FACILITATE MORTGAGE LENDING
Section 33.1 Mortgagee Approvals. Notwithstanding any other provision of any of
the Condominium Documents, to the extent required or permitted by law, the prior written
approval of fifty-one percent (51 %) or more of the Eligible Mortgagees, with each Eligible
Mortgagee being counted as having the same percentage of votes in the Association allowed
to it as if allocated to the Unit encumbered by its Mortgage, shall be required for any of the
following, and without such approval, no person, the Board or the Association shall by either
act or omission seek nor can they legally effect:
(a) Any change of a material nature to any of the Condominium
Documents, including but not limited to any change respecting:
(i) decreasing Owner rights;
(ii) foreclosing assessment liens or the priority of such liens;
(iii) increasing assessments for maintenance, repair and replacement
of the Common Elements;
(iv) performance or fidelity bonds;
(v) change of Allocated Interests in or rights to use of any of the
Common Elements;
(vi) increasing assessments for maintenance and repair of the
Condominium;
(vii) expansion or contraction of the Condominium or the addition,
annexation or withdrawal of property to or from the Condominium;
(viii) relocation of the boundaries of any Unit;
(ix) conversion of Units into Common Elements or of Common
Elements into Units;
(x) imposition of any restrictions on the right of an Owner to sell,
transfer or otherwise convey its Unit;
(xi) a decision by the Association to establish self -management
when professional management had been required previously by the Condominium
Documents or any Eligible Mortgagee;
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DWT 1625240v19 0018516-000023
(xii) replacement or repair of the Condominium (after a hazard,
damage or partial condemnation) in any manner other than that specified in the Condominium
Documents;
(xiii) any action to terminate the legal status of the Condominium
after substantial destruction or condemnation occurs; and
(xiv) any provisions that expressly benefit Mortgagees;
provided, however, that any abandonment or termination of the Condominium for reasons
other than substantial destruction or condemnation of the Condominium shall require the
consent and approval of at least sixty-seven (67%) of the Eligible Mortgagees and at least
seventy-five (75%) of all Institutional Holders of First Mortgages, as set forth in Article 28.
Any Eligible Mortgagee who fails to submit a response to any written proposal for an
amendment within thirty (30) days after it receives proper notice of the proposal, provided the
notice was delivered by certified or registered mail, return receipt requested, shall be deemed
to have approved and consented to the amendment in question.
(b) Notwithstanding anything to the contrary in this Declaration, no
requirement for Mortgagee approval shall operate to (1) deny or delegate control over the
general administration of affairs of the Association by the Owners or the Board, or (2) prevent
the Association or the Board from commencing, intervening or settling any litigation or
proceeding, or receiving and distributing any insurance proceeds except pursuant to
Article 23.
Section 33.2 Notice to Mortgagees. Upon a written request sent by any Mortgagee
to the Association stating such Mortgagee's name and address and the Unit number or address
of the Unit subject to the Mortgage held, guaranteed or insured by such Mortgagee, such
Mortgagee shall be entitled to timely written notice without charge of:
(a) Any condemnation or casualty loss that affects either a material
portion of the Condominium or the Unit subject to the Mortgage held, insured or guaranteed
by such Mortgagee;
(b) Any default in payment of assessments or charges owed by the Owner
of a Unit subject to the Mortgage held, insured or guaranteed by such Mortgagee, where the
delinquency has not been cured in sixty (60) days;
(c) Any lapse, cancellation or material modification of any insurance
policy or fidelity bond maintained by the Association;
(d) Any of the proposed changes referred to in Section 33.1 of this
Declaration.
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ARTICLE 34
CONVEYANCE OR ENCUMBRANCE OF COMMON ELEMENTS
Portions of the Common Elements not necessary for the habitability of a Unit may be
conveyed or subjected to a security interest by the Association if approved by the Owners of
Units to which at least eighty percent (80%) of the votes in the Association are allocated
(including eighty percent (80%) of the votes allocated to Units not owned by Declarant or an
Affiliate of Declarant), but in order to convey any Limited Common Elements or subject them
to a security interest, all of the Owners of the Units to which such Limited Common Elements
are allocated must consent in writing; provided, however, that as long as the City of Auburn is
the owner of all of the City Units, any conveyance or encumbrance of any portion of the
Common Elements shall require the approval of the City of Auburn. Proceeds of any such
sale or financing shall be an asset of the Association. Any agreement to convey Common
Elements or subject them to a security interest must be evidenced by the execution of an
agreement or ratification thereof in the same manner as a deed by the requisite number of
Owners. The agreement must specify a date after which the agreement will be void unless
recorded before that date. The agreement and all ratifications thereof must be recorded in
every county in which a portion of the Condominium is located. The Association, on behalf
of the Owners, may contract to convey Common Elements or subject them to a security
interest but the contract shall not be enforceable against the Association until approved as
required under this Article 34. Thereafter, the Association shall have all powers necessary
and appropriate to effect the conveyance or encumbrance, including the power to execute
deeds or other instruments. No conveyance or encumbrance of Common Elements pursuant
to this Article 34 shall deprive any Unit of its rights of access and support, nor affect the
priority or validity of any preexisting encumbrances.
Executed as of the '21 sr day of January, 2010.
DECLARANT: AUBURN REGIONAL MEDICAL CENTER,
INC., A WASHINGTON CORPORATION
By
Print Name: Fi
Its I la Ppl-ua&y—
STATE OF &SU10A � )
ss.
COUNTY OF MQO ,( )
On this Gt^ day of J�U , 2010, before me, a
Notary Public in and for the State of personally appeared
42
DWT 1625240v19 0018516-000023
6wt h1 to me known to be the person who signed as the
of Auburn Regional Medical Center, Inc., a Washington
corporation, the corporation that executed the within and foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of said corporation
for the uses and purposes therein mentioned and on oath stated that he was authorized to
execute said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and
year first above written.
V
N TARY PUBLIC in and for the State of
V15 residing at
My appointment a fires / -3
Print Name W- hwbl-
COMMONWEALTH OF PENNSYLVANIA
Notarial Seal
Caitlin M. Vemot, Notary Public
Upper Merion Twp., Montgomery County
My Commission Expires Nov. 3, 2012
Member, Pennsylvania Association of Notaries
43
DWT 1625240v19 0018516-000023
SCHEDULE A
AUBURN CENTRAL PARKING GARAGE CONDOMINIUM
DESCRIPTION OF LAND
PARCEL B, CITY OF AUBURN BOUNDARY LINE ADJUSTMENT NUMBER BLA-08-
0006, RECORDED UNDER RECORDING NUMBER 20080911900016, IN KING COUNTY,
WASHINGTON;
TOGETHER WITH AND SUBJECT TO PERMANENT EASEMENTS AS DESCRIBED IN
THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT, AS RECORDED IN THE
REAL PROPERTY RECORDS OF KING COUNTY, WASHINGTON, UNDER RECORDING
NO. 20090203001092, AS AMENDED BY THAT CERTAIN FIRST AMENDMENT TO
RECIPROCAL EASEMENT AGREEMENT RECORDED IN THE REAL PROPERTY
RECORDS OF KING COUNTY, WASHINGTON, UNDER RECORDING NO.
20090902000999, WITHIN PARCEL A OF SAID BOUNDARY LINE ADJUSTMENT;
SUBJECT TO AND TOGETHER WITH OTHER MATTERS OF RECORD.
A-1
DWT 1625240v 19 0018516-000023
SCHEDULE
AUBURN CENTRAL PARKING GARAGE CONDOMINIUM
UNIT .DESCRIPTION, UNIT LEVEL, UNIT TYPE, APPROXIMATE AREA, AND ALLOCATED INTERESTS IN
COMMON ELEMENTS, COMMON EXPENSES, AND VOTES IN ASSOCIATION
Number of
Assigned
Covered
Number of
Number of
Total Number
Approximate
Allocated Interest in
Parking
Parking Stalls
Uncovered
Covered ADA-
of Parking
Area
Common Elements,
Stall
(Except ADA
Parking
Compliant
Stalls*
(in square feet)
Common Expenses,
Unit
Numbers*
Stalls)
Stalls*
Parking Stalls*'
and Votes in
No.
Level
Association
C, 1F
Pi
12:
AVIN
4
Pi
16-31
16
0
0
16
2,595
5.2288%
5
Pi
32-52
21
0
0
21
3,443
6.8628%
6
P1
53-61
9
0
0
9
1,643
2.9412%
7
V'P2
6211 7-r 7
"n'
-W, 7,
B-1
DWr 1625240Y19 0018516-M23
Number of
Assigned
Covered
Number of
Number of
Total Number
Approximate
Allocated Interest in
Parking
Parking Stalls
Uncovered
Covered ADA-
of Parking
Area
Common Elements,
Stall
(Except ADA
Parking
Compliant
Stalls*
(in square feet)
Common Expenses,
Unit
Numbers*
Stalls) *
Stalls*
Parking Stalls*t
and Votes in
No.
Level
Association
8
P2
Z-98
21.:
0
0
21
3,430
? x1 6'Fo:
_
x
9
P2
None
0
0
1
1
198
.3268%
i,-
A
qx R,Y
1� t
—
MIX
`�
i <
lx�s•
7Q".,�'r'
.! ,:, .. 'fir
11
P2
103-105
3
0
1
4
613
1.3072%
12
P2
106-121
16
0
0
16
2,595
5.2288%
13
P2
122-142
21
0
0
21
3,240
6.8628%
14
P2
143-145
3
0
0
3
515
.9804°fo
A
A
�`
x�..7l�¢I�I
�s t.'S`i
r�
� .,,_,ec...,
�
t ::��a
'�._
O
O �.4�
�
�'�� �
� °�Mg4r.A4�f0 ;,Nc i�
.,-.. �,
e.<
., r��•tli'f5 ;
.�..,.. ... r. R' iiFP:
..: '. ,.
....a ..3:....�
<...... ', .i.�.. - .•...
�. ^ :X i fs�f..t��
# �4 i H;:xY,' 4..:
I69$91.:
`�1
3,430
0
11
l;
,.,
(�!
'
<
�H S.:e
`t*i,R R Pix iC. ix
R <• ,..
-
%o-t - r
19
P3
194-197
4
0
1
5
732
1.634%
20
P3
198-213
6
10
0
16
2,595
5.2288%
DWT 1625240v19 0018516-000023
Number of
Assigned
Covered
Number of
Number of
Total Number
Approximate
Allocated Interest in
Parking
Parking Stalls
Uncovered
Covered ADA-
of Parking
Area
Common Elements,
Stall
(Except ADA
Parking
Compilimt
stalls*
(in square feet)
Common Expenses,
Unit
Numbers*
Stang) •
stalls*
Parking Staffs**
and Votes In
No.
Level
Association
21
P3
214-234
1 8
13
0
21
3,240
6.8627%
22
P3
P3
235-239
0
5
0
5
822
1.6339%
P3,
?244m,"
�7'-
0
5,
Z
-24
P4
-4245-260
2�S.
Ott
25
P4
-.161491
26:
P4 vj!-282206�.,�
0
XM P
27
P4
291
0
1
0
1
124
.3267/o
ZVI
28
P4
292,206
61 P
TM,
29
P4
297-302
0
6
0
6
1,119
1.9607%
Totals
209
91
6
306
49,310
100.0000%
Notes:
* As of the effective date of the Declaration.
* * There are no parking stalls numbered 10 or 11 within the Condominium as of the effective date of the Declaration.
B-3
DWr 1625240v 19 0018516-000023
' ADA-compliant parking stalls are unnumbered as of the effective date of the Declaration but are included within the boundaries of
certain Units, as shown above. The use of ADA-compliant parking stalls is governed by the Declaration.
All Units are garage Units.
B-4
DWT 1625240A 9 0018516-000023
CONSENT TO ACTION
OF
BOARD OF DIRECTORS
IN LIEU OF
ORGANIZATIONAL MEETING OF DIRECTORS
OF
AUBURN CENTRAL PARKING GARAGE CONDOMINIUM OWNERS
ASSOCIATION
The undersigned, being all of the directors of Auburn Central Parking Garage
Condominium Owners Association, a Washington nonprofit corporation (the
"Corporation'), as set forth in the Articles of Incorporation, consent to the following
actions of the board of directors in lieu of holding an organizational meeting but with the
same force and effect as if an organizational meeting had been held after proper call and
proper notice.
t. Bylaws. The Bylaws attached hereto as Exhibit A and incorporated by this
reference are hereby adopted as the Bylaws of the Corporation.
2. Consent to Electronic Transmissions. The following resolution is unanimously
adopted:
RESOLVED, that each member, officer, and director who wishes to
receive notices from the Corporation by email shall return to the Corporation a
consent to receive electronic transmissions in substantially the form attached as
Exhibit B.
3. Officers. The following are hereby confirmed and elected as officers of the
Corporation, to serve until their successors are elected and qualified:
President Pat Bailey
Secretary Robert Dickens
Treasurer Gina Anderson
4. Budget. The Annual Budget attached hereto as Exhibit C anted incorporated by
this reference is hereby adopted as the budget of the Corporation for the 2010 fiscal year.
S. Regular Annual Assessments. The regular annual assessment for each Unit
within Ninth and Lenora Condominium shall be equal to the Allocated Interest or Assessment
Percentage as set forth in the Declaration as amended, multiplied by the annual expenses of the
Corporation for the budgeted year or partial year.
6. Banking. The following resolution is unanimously adopted;
RESOLVED, that the President and Treasurer are authorized:
DWT 13439219v4 0018516-000023
(a) to designate such bank or banks as depositories (a "Depository") for the funds
of the Corporation as they may deem necessary or advisable;
(b) to open, keep and close general and special bank accounts and safe deposit
boxes with any Depository_;
(c) to cause to be deposited in accounts with any Depository from time to time
such funds of the Corporation as they may deem necessary or advisable;
(d) to designate from time to time officers and agents of the Corporation
authorized to sign or countersign checks, drafts or other orders for the payment of money issued
in the name of the Corporation against any suoh account; and
(e,) to make such general and special rules and regulations with respect to such
accounts (including without limitation authorization for use of facsimile signature) as they may'
deem necessary or advisable,
If any Depository requires a prescribed form of preamble, preambles, resolution, or resolutions
relating to such accounts or to any application, statement, instrument, or other document
connected therewith, each such preamble or resolution shall be deemed to be adopted by the
Board of Directors, and the Secretary or any Assistant Secretary of the Corporation is authorized
to certify the adoption of any such preamble or resolution as though it were presented to the
Board of Directors at the time of adopting this resolution, and to insert all such preambles and
resolutions in the minute book of the Corporation immediately following this resolution.
Dated effective as of January 1, 2010.
Prin t Mley
Title: Director
Date: 3 - / T -'/ a
Print Name: Robert Dickens
Title: Director
Date: T"
Print ame: Gina Anderson
Title: Director
Date:
Print Name: Matt Counas
Title: Director ,,�,,,,
Date: /
Seattle 2
DWT 13439219v400185I&M23
EXHIBIT A
BYLAWS
(See attached pages.)
A-1
DWT 13439219v4 0018S 16-000023
BYLAWS OF AUBURN CENTRAL PARKING
GARAGE CONDOMINIUM OWNERS ASSOCIATION
Adopted January , 2010
DWT 1626566v] 6 0018516-000023
TABLE OF CONTENTS
Page
ARTICLE I OBJECT AND DEFINITIONS...................................................................................I
Section 1.1
Purpose ........................ I
Section1.2
Assent..* ...........................................................................................I.....I......I
Section1.3
Definitions....................................................................................................I
ARTICLE II MEMBERSHIP
AND MEETINGS OF MEMBERS................................................I
Section 2.1
Matters Governed by Declaration................................................................I
Section2.2
Membership.................................................................................................I
Section 2.3
Membership Classes....................................................................................2
Section 2.4
Registration of Members..............................................................................2
Section 2.5
Place of the Association Meetings...............................................................2
Section 2.6
Annual Meeting of the Association.............................................................2
Section 2.7
Special Meetings of the Association............................................................2
Section 2.8
Notice of Meetings of the Association.........................................................2
Section2.9
Quorum........................................................................................................3
Section 2.1.0
Voting........................................................................... ......3
.........................
Section 2.11
Use of Telephone or Similar Communications Equipment .........................5
Section 2.12
Unanimous Consent.....................................................................................5
Section 2.13
Adjournment................................................................................................5
Section 2.14
Conduct of Association Meetings................................................................5
ARTICLE III MANAGEMENT OF CONDOMINIUM - BOARD OF DIRECTORS..................5
Section 3.1
Management by Board of Directors.............................................................5
Section 3.2
Number of Directors....................................................................................5
Section 3.3
Tenn of Directors.........................................................................................6
Section 3.4
Qualifications and Appointment of Directors..............................................6
Section3.5
Vacancies.....................................................................................................6
Section 3.6
Removal of Board Members........................................................................6
Section 3.7
Meetings of the Board of Directors.............................................................6
ARTICLE IV OFFICERS................................................................................................................9
Section4.1
Designation..................................................................................................9
Section 4.2
Election of Officers......................................................................................9
Section 4.3
Removal of Officers.....................................................................................9
Section4.4
President.......................................................................................................9
Section 4.5
Vice President............................................................................................10
Section4.6
Secretary ....................................................................................................10
Section 4.7
......................
Treasurer........................................................................ ......10
Section 4.8
Assistant Secretary .....................................................................................10
Section 4.9
Assistant Treasurer.....................................................................................10
Section 4.10
Vacancies...................................................................................................10
Section 4.11
Amendments to Declaration......................................................................10
i
DWT 1626566v160018516-000023
ARTICLE V INDEMNIFICATION OF OFFICERS AND MANAGERS...................................10
ARTICLE VI OBLIGATIONS OF OWNERS..............................................................................I I
Section6.1 In General...................................................................................................11
Section 6.2 Use of Common Elements and Limited Common Elements ..................... I I
Section 6.3 Right of Entry . ........................................................................................... I I
Section 6.4 Power of Attorney......................................................................................I I
Section 6.5 Working Capital Contribution................................................................... I I
Section 6.6 Assessment Obligation...............................................................................I I
Section 6.7 Association Funds......................................................................................12
Section 6.8 Rules and Regulations................................................................................12
ARTICLE VII BYLAWS...........................................................................................12
Section7.1 Amendments..............................................................................................12
ARTICLE VIII MORTGAGES.....................................................................................................12
Section 8.1 Notice to Association.................................................................................12
Section 8.2 Notice of Unpaid Assessments..................................................................12
ARTICLE IX EVIDENCE OF OWNERSHIP, REGISTRATION OF MAILING
ADDRESS AND COMPLETION REQUIREMENT...................................................................12
Section 9.1 Proof of Ownership....................................................................................12
Section 9.2 Registration of Mailing Address................................................................13
Section 9.3 Completion Requirement...........................................................................13
ARTICLE X CONFLICT WITH DECLARATION OR LAW.....................................................13
ARTICLE XI NONPROFIT ASSOCIATION..............................................................................13
ARTICLE XII FISCAL YEAR.....................................................................................................13
ii
DWT 162656606 0018516-000023
BYLAWS
OF
AUBURN CENTRAL PARKING GARAGE
CONDOMINIUM OWNERS ASSOCIATION
ARTICLE I
OBJECT AND DEFINITIONS
Section 1.1 Purpose. The purposes for which this association (the "Association") is
formed are set forth at Article III, Section 3.1 of the Association's Articles of Incorporation.
These purposes include to govern the condominium property which is described in Exhibit A
attached hereto and by this reference made a part hereof (the "Property"), which Property will be
submitted to condominium ownership under the provisions of the Washington Condominium
Act, RCW Chapter 64.34 (the "Washington Condominium Act") by a document entitled
"Condominium Declaration and Covenants, Conditions, Restrictions, and Reservations for
Auburn Central Parking Garage Condominium," which will be recorded in the real property
records of King County, Washington, as it may from time to time be amended (as amended, the
"Declaration"), establishing a plan for condominium ownership of units ("Units") within the
Property under the name "Auburn Central Parking Garage Condominium" (the
"Condominium").
Section 1.2 Assent. All present or future owners or tenants or any other person using
the facilities of the Condominium in any manner are subject to the regulations set forth in these
Bylaws. The mere acquisition or rental of any of the Units in the Condominium or the mere act
of occupancy of any of the Units shall constitute ratification of these Bylaws.
Section 1.3 Definitions. Unless otherwise specified, capitalized terms used herein
shall have the same meaning in these Bylaws as such terms have in the Declaration.
(a) The terms "Owner" and "Member" as used herein shall be synonymous.
(b) The term "executed" means: (a) a writing that is signed; or (b) an e-mail
transmission that is sent with sufficient information to determine the sender's identity.
(c) The term "person" means any natural person, corporation, partnership,
association, trust, governmental subdivision or agency, or other legal entity.
ARTICLE II
MEMBERSHIP AND MEETINGS OF MEMBERS
Section 2.1 Matters Governed by Declaration. With regard to various matters
including membership, meetings and voting, reference is made to Article 13 of the Declaration.
Section 2.2 Membership. Every owner (collectively the "Owners") of Units within
the Condominium, as defined in the Declaration, shall be a Member of the Association.
Membership shall be appurtenant to and may not be separated from ownership of any Unit which
is subject to Assessment.
DWT 1626566YI6 0018516-000023
Section 2.3 Membership Classes. The Association shall have one (1) class of
membership.
Section 2.4 Registration of Members. The Board of Directors shall maintain a
register containing the names and addresses of Owners, their designated representatives, and the
holders or assignees of any voting rights or proxies that have been filed with the Association.
Any person becoming an Owner, or acquiring an interest therein entitling that person to exercise
voting rights as, or on behalf of, a Member of the Association, shall not be entitled to exercise
such voting rights until he or she has furnished proof of ownership and satisfied the requirements
described in Article IX of these Bylaws.
Section 2.5 Place of the Association Meetings. Meetings of the Members of the
Association shall be held at the.principal office of the Association or at such other suitable place
convenient to the Members as the Board may designate.
Section 2.6 Annual Meeting of the Association. Annual meetings of the Members
shall be set by the Board so as to occur during the first (I") quarter of the Association's fiscal
year on a date and at a time set by the Board.
Section 2.7 Special Meetings of the Association. Special meetings of the
membership of the Association may be called from time to time by the President, a majority of
the Board, or by Owners having at least twenty percent (20%) of the votes in the Association.
Section 2.8 Notice of Meetings of the Association. All Owners shall receive written
notice stating the place, day, and hour of any meeting of the Members of the Association not less
than ten (10) nor more than sixty (60) days before the date of the meeting by or at the direction
of the President or the Secretary or the Officers or persons calling the meeting. Notice shall be
delivered in a manner reasonably calculated to provide each Member entitled to vote at such
meeting with actual notice. The notice shall state the business to be placed on the agenda by the
Board of Directors for a vote by the Members, including the general nature of any amendment to
the Articles, Bylaws, Declaration, any budget or increases in Assessment obligations and any
proposal to remove a Director. Such notice may be delivered by regular or express mail, private
carrier, personal delivery, e-mail, electronic network posting, or facsimile.
2.8.1 Consent to Notice by E-mail. If notice is provided to Members by
e-mail, it is effective only with respect to Members who have: (a) consented in writing or by
e-mail to receive notices transmitted by e-mail; and (b) designated in the consent the message
format that is accessible to the recipient, and the address, location, or system to which these
notices may be e-mailed. A Member who has consented to receipt of e-mailed notices may
revoke the consent by delivering (by mail, facsimile or e-mail) a revocation to the Association.
The consent of any Member is revoked if the Association is unable to transmit by e-mail two (2)
consecutive notices given by the Association in accordance with the Member's consent, and this
inability becomes known to the Secretary of the Association or other person responsible for
giving the notice. The inadvertent failure by the Association to treat this inability as a revocation
does not invalidate any meeting or other action.
2
DWT 1626566v16 0018516-OW023
2.8.2 Delivery of Notice by E-mail. Notice provided by e-mail to a Member
who has consented to receive notice by such means is effective when it is e-mailed to an address
designated by the recipient for that purpose.
2.8.3 Delivery of Notice by Posting to Electronic Network. The Association
may provide notice of the time and place of any meeting of the Members by posting the notice
on an electronic network (such as a listserv), provided that the Association also delivers to the
Member notice of the posting by mail, facsimile, or e-mail (pursuant to the recipient's consent to
receive notices by e-mail), together with comprehensible instructions regarding how to obtain
access to the posting on the electronic network.
2.8.4 Delivery of Notice by Other Means. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the Member at the
address as it appears on the records of the Association, with postage thereon prepaid. Other
forms of notice described in this section are effective when received.
Section 2.9 Quorum. Except as otherwise provided in these Bylaws or the
Declaration, the presence in person or by proxy of Owners of Units to which at least seventy-five
percent (75%) of the total votes in the Association are allocated shall constitute a quorum at a
meeting of the Members, provided, however, that as long as the City of Auburn is the owner of
all of Units 4, 5, 6, 9, 11, 12, 13, 14, 19, 20, 21, 22, 27, and 29 of the Condominium
(collectively, the "City Units"), there shall be no quorum unless the City of Auburn or its
representative is present at the meeting.
Section 2.10 Voting. An affirmative vote of Owners of Units to which are allocated a
majority of the votes in the Association and which are present, either in person or by proxy, at a
meeting of the Members shall be required to take any action that may be taken by the Members
unless a greater proportion is required by Washington law, the Articles of Incorporation, the
Declaration, or another provision of these Bylaws. A Member entitled to vote may vote in
person at any meeting, or such Member may vote by mail, electronic transmission (such as
e-mail or "web voting"), or by proxy executed by the Member or by a designated voting
representative, all in accordance with the provisions of Section 13.5 of the Declaration and these
Bylaws. The voting power of each Member shall be equal to the Allocated Interest of the
Member's Unit as set forth in the Declaration.
2.10.1 Proxies; Voting Representative, A proxy dated, and duly executed by
the Owner or by a designated voting representative may be transmitted to the Association by
regular or express mail, private carrier, personal delivery, e-mail, electronic network posting, or
facsimile. Multiple Owners of a Unit each may vote or register protest to casting of votes by the
other Owners of the Unit through a duly appointed voting representative. Proxies must be filed
with the Secretary before the appointed time of each meeting. No proxy shall be valid for a
period longer than eleven (11) months after the date thereof. Revocation of a proxy must be by
written or electronic transmission to the Secretary. A proxy with respect to a specific meeting
shall entitle the holder thereof to vote at any reconvened meeting following adjournment of such
meeting but shall not be valid after the final adjournment of such meeting.
3
DWT 1626566v 16 0018516-000023
2.10.2 Voting by Mail. The Board may decide that voting of the Members shall
be by mail or by electronic transmission (such as e-mail or "web voting") with respect to any
particular election of Directors, adoption of any proposed amendment to the Declaration or
Bylaws or any other matter for which approval by Owners is required by the Declaration or
Bylaws, in accordance with the following procedure:
(i) A vote may be conducted by electronic transmission if the
Association has designated an address, location, or system to which the ballot may be
electronically transmitted and the ballot is electronically transmitted to the designated address,
location, or system, in an executed electronically transmitted record.
(ii) In the case of election of Board members by mail or by electronic
transmission, the existing Board members shall advise the Secretary in writing or by e-mail of
the names of proposed Board members sufficient to constitute a full Board and of a date at least
fifty (50) days after such advice is given by which all votes are to be received. The Secretary
within five (5) days after such advice is given shall give notice of the number of Board members
to be elected and of the names of the nominees to all Owners of each Unit. The notice shall state
that any Owner may nominate an additional candidate or candidates, not to exceed the number of
Board members to be elected, by notice to the Secretary at the specified address of the principal
office of the Association, to be received on or before a specified date fifteen (15) days from the
date the notice is given by the Secretary. Within five (5) days after such specified date the
Secretary shall give notice to all Owners, stating the number of Board members to be elected, the
names of all persons nominated by the Board and by the Members on or before said specified
date, that each Owner may cast its vote by mail or by electronic transmission and the date
established by the Board by which such votes must be received by the Secretary at the address of
the principal office of the Association, which shall be specified in the notice. Votes received
after the established date shall not be effective. All persons elected as Board members pursuant
to such an election by mail or by electronic transmission by receipt of the number of votes
required by applicable law shall take office effective on the date specified in the notice for
receipt of such votes.
(iii) In the case of a vote by mail or electronic transmission relating to
any other matter, the Secretary shall give notice to all Owners of each Unit, which notice shall
include a proposed resolution setting forth a description of the proposed action and shall state:
(1) that such persons are entitled to vote by mail (or by electronic transmission) for or against
such proposal; (2) a date not less than twenty (20) days after the date such notice shall have been
given on or before which all votes must be received; and (3) that they must be sent to the
specified address of the principal office of the Association. Votes received after that date shall
not be effective. Any such proposal shall be adopted if approved by the affirmative vote of not
less than a majority of the votes entitled to be cast on such question, unless a greater or lesser
voting requirement is established by the Declaration or Bylaws for the matter in question.
I.
(iv) Receipt of a vote in writing to the principal office of the
Association shall be equivalent to receipt of a vote by mail at such address for the purpose of this
Section 2.10.2.
DWT 1626566Y 16 0018516-000023
Section 2.11 Use of Telephone or Similar Communications Equipment. Meetings
of Members may be conducted by conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other at the same time
and participation by such means shall constitute presence in person at a meeting.
Section 2.12 Unanimous Consent. Any corporate action required or permitted by the
Articles of Incorporation, Declaration, or Bylaws, or by the laws of the State of Washington, to
be taken at a meeting of the Members of the Association, may be taken without a meeting if a
consent in writing or by e-mail transmission setting forth the action so taken shall be executed
(as defined in Section 1.3 of these Bylaws) by all of the Members entitled to vote with respect to
the subject matter thereof. Such consent shall have the same force and effect as a unanimous
vote, and maybe described as such.
Section 2.13 Adjournment. If any meeting of the Owners cannot be organized
because a quorum has not been obtained, the Owners who are present either in person or by
proxy may adjourn the meeting to a time not less than forty-eight (48) hours from the time the
original meeting was called.
Section 2.14 Conduct of Association Meetings. The President shall also serve as
Chairman and shall preside over all meetings of the Association, and the Secretary shall keep the
minutes of the meetings and record in a minute book all resolutions adopted and all other
transactions occurring at such meetings. The order of business at all meetings of the Owners
shall be as follows:
(i) call;
(ii) reading of notice of meeting or waiver of notice;
(iii) review of minutes of preceding meeting;
(iv) reports of officers;
(v) reports of committees;
(vi) reports of Board members (annual meeting only);
(vii) old business; and
(viii) new business.
ARTICLE III
MANAGEMENT OF CONDOMINIUM — BOARD OF DIRECTORS
Section 3.1 Management by Board of Directors. A Board of Directors shall govern
the Association.
Section 3.2 Number of Directors. There shall be four (4) Directors of the
Association. The names and addresses of the initial Board members are as set forth in
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Article VII of the Articles of Incorporation of the Association. After the Transition Date and at
each annual meeting thereafter, the Members shall appoint a Board of four (4) Directors. The
Board of Directors may, upon the amendment of these Bylaws, increase or decrease the number
of Directors, subject to the requirements of the Washington Condominium Act regarding the
number of Directors, provided that no decrease in number shall have the effect of shortening the
term of any incumbent..
Section 3.3 Term of Directors. Except to the extent otherwise provided in the
Declaration or these Bylaws, a Director shall hold office for a term of one (1) year and may serve
consecutive terms. Each Director shall hold office for the term for which he or she is elected and
until his or her successor shall have been elected and qualified, or until removed as provided in
these Bylaws.
Section 3.4 Qualifications and Appointment of Directors. The Board of Directors
succeeding the Initial Directors named in the Articles of Incorporation shall be appointed by the
Members. The Member(s) who own the City Units shall appoint two (2) Directors to the Board
of Directors, and the Member(s) who own Units 1, 2, 3, 7, 8, 10, 15, 16, 17, 18, 23, 24, 25, 26,
and 28 in the Condominium (the "Hospital Units") shall appoint two (2) Directors to the Board
of Directors. Directors need not be members of the Association. Directors shall have such other
qualifications as may be prescribed by amendment to these Bylaws. If two or more Members
own the City Units, then such Members shall collectively appoint two (2) Directors to the Board
of Directors unless they have agreed on a different method of appointing Directors. If two or
more Members own the Hospital Units, then such Members shall collectively appoint two (2)
Directors to the Board of Directors unless they have agreed on a different method of appointing
Directors.
Section 3.5 Vacancies. Vacancies in the Board caused by any reason other than the
removal of a Board member as provided in these Bylaws shall be filled by written designation of
the Member or Members who appointed or elected such Board member; and each person so
designated shall be a Board member until a successor is appointed or elected at the next annual
meeting of the Members of the Association.
Section 3.6 Removal of Board Members. At any regular meeting or at any special
meeting of the Members called for that purpose at which a quorum is present, any one or more of
the Board members may be removed with or without cause, by Owners of Units to which at least
seventy-five percent (75%) of the votes in the Association are allocated and who are present and
entitled to vote at such meeting, and a successor may then and there be elected to fill the vacancy
thus created; provided, however, that as long as the City of Auburn is the owner of all of the City
Units, the removal of any Board member appointed by it shall require the approval of the City of
Auburn. Any Board member whose removal has been so proposed by the Owners shall be given
an opportunity to be heard at the meeting.
Section 3.7 Meetings of the Board of Directors.
3.7.1 Annual Meeting. The annual meeting of the Board of Directors shall be
held immediately after the annual membership meeting. Said meeting shall be held on the same
date and at the same place as the membership meeting unless some other place or date shall be
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DWT 1626566v160018516-000023
specified by resolution of the membership at such meeting. No notice to the Board members
shall be necessary to legally constitute such meeting.
3.7.2 Regular Meetings. Regular meetings of the Board of Directors shall be
held at 7:00 p.m. on the first Tuesday of each calendar month at the Auburn Regional Medical
Center, City of Auburn, Washington, or at such other time, date, and location as may be
approved in advance, upon written notice to each Board member, by a majority of the Board of
Directors.
3.7.3 Special Meetings. Special meetings of the Board of Directors may be
held at any place and time, whenever called by the President, Secretary, or any two (2) Directors.
The person or persons authorized to call special meetings may fix any suitable place within the
City of Auburn, Washington, convenient to the Board members as the place for holding any
special Board of Directors meeting.
3.7.4 Notice of Meetings. No notice of the annual meeting of the Board of
Directors shall be required. Notice of the time and place of regular meetings of the Board shall
be given to each Board member at least three (3) days prior to the day named for such meeting.
Neither the business to be transacted nor the purpose of any regular meeting of the Board of
Directors need be specified in the notice or any waiver of notice of such meeting. Notice of the
time, place and purpose of any special meeting of the Board of Directors shall be given to each
Board member at least three (3) days prior to the date on which the meeting is to be held. Notice
of regular and special meetings shall be given by the Secretary, or by the Director or Directors
calling the meeting, by regular or express mail, private carrier, personal delivery, e-mail,
electronic network posting, facsimile, or by personal communication over the telephone or
otherwise.
(i) Consent to Notice by E-mail. If notice is provided to Directors by
e-mail, it is effective only with respect to Directors who have: (a) consented in writing or by
e-mail to receive notices transmitted by e-mail; and (b) designated in the consent the message
format that is accessible to the recipient, and the address, location, or system to which these
notices may be e-mailed. A Director who has consented to receipt of e-mailed notices may
revoke the consent by delivering (by mail, facsimile or e-mail) a revocation to the Association.
The consent of any Director is revoked if the Association is unable to transmit by e-mail two (2)
consecutive notices given by the Association in accordance with the Director's consent, and this
inability becomes known to the Secretary of the Association or other person responsible for
giving the notice. The inadvertent failure by the Association to treat this inability as a revocation
does not invalidate any meeting or other action.
(ii) Delivery of Notice by E-mail. Notice provided by e-mail to a Director
who has consented to receive notice by such means is effective when it is e-mailed to an address
designated by the recipient for that purpose.
(iii) Delivery of Notice by Posting to Electronic Network. The Association
may provide notice of the time and place of any special meeting of the Board of Directors by
posting the notice on an electronic network (such as a listserv), provided that the Association
also delivers to the Director notice of the posting by mail, facsimile, or e-mail (pursuant to the
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DWT 1626566v 16 0018516-000023
recipient's consent to receive notices by e-mail), together with comprehensible instructions
regarding how to obtain access to the posting on the electronic network.
(iv) Delivery of Notice by Other Means. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the Director at his
or her address as it appears on the records of the Association, with postage thereon prepaid.
Other forms of notice described in this section are effective when received.
3.7.5 Waiver of Notice. Before, at or after any meeting of the Board, any
Board member may, in writing or by e-mail, waive notice of such meeting, and such waiver shall
be deemed equivalent to the giving of such notice. Attendance by a Board member at any
meeting of the Board shall be a waiver of notice by him of the time and place thereof, unless his
appearance is limited to the purpose of objecting to the validity of the meeting, and in such event
a written (or e-mail) statement of the limited purpose and of the objection to the meeting shall be
filed with the Board prior to the meeting. If all the Board members are present without objection
at any meeting of the Board, no notice shall be required and any business may be transacted at
such meeting. The Board may act without a meeting if all Board members concur and sign
minutes confirming the action of the Board and waiving notice and actual meeting.
3.7.6 Quorum. The presence of three (3) Directors shall constitute a quorum
for the transaction of business at any meeting of the Board of Directors. If, at any meeting of the
Board, there be less than a quorum present, the majority of those present may adjourn the
meeting for rescheduling.
3.7.7 Voting. All actions of the Board of Directors shall require the approval of
at least three (3) Directors, provided, however, that in the event that two (2) Directors approve a
proposed action and two (2) Directors disapprove the action and/or fail to vote, then upon the
request of any Director the Directors shall mutually select and appoint a third party advisor (the
"Advisor") to advise the Board of Directors on the proposed action. If the Board is unable to
agree upon the selection of the Advisor, then the selection shall be made by the Presiding Judge
of the King County Superior Court upon the petition of any Director. The appointed Advisor
shall be an individual who has no bias or partiality toward any Member or Director and is not an
affiliate, employee, director, officer, official, partner, trustee, employee, or attorney of a
Member.
To facilitate resolution of the Board of Directors deadlock, the appointed Advisor
initially shall present a non -binding advisory recommendation at a regular or special meeting of
the Board of Directors, within a time period specified by the Board of Directors, upon review of
information submitted by the Directors and the Members and such additional information that
the Advisor considers relevant to the issue. Following presentation of the Advisor's
recommendation, the Board of Directors shall again vote on the matter at issue.
If at least three (3) Directors do not either approve or disapprove the proposed action
after presentation of the Advisor's recommendation, then upon the request of any Director the
Advisor shall arbitrate the matter at the meeting as it may be continued according to any lawful
and reasonable practices and procedures as the Advisor may approve, and the decision of the
Advisor following such arbitration shall be in writing delivered to all Directors, and shall be
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DWT 1626566v 16 0018516-OW023
binding upon the Association and Board and not subject to appeal. The Advisor, while acting as
an arbitrator, shall have no other authority except to determine whether or not the proposed
action shall be approved or disapproved.
3.7.8 Fidelity Bonds. The Board may require that all officers and employees of
the Association handling or responsible for Association funds shall furnish adequate fidelity
bonds. The premiums on such bonds shall be paid by the Association.
3.7.9 Meetings Held by Telephone or Similar Communications Equipment.
Members of the Board of Directors or its committees may participate in a meeting of the Board
or such committees by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other at the same time
and participation by such means shall constitute presence in person at a meeting.
3.7.10 Actions by Written Consent. Any action required or permitted by the
Declaration, Articles of Incorporation or Bylaws, or by the laws of the State of Washington, to
be taken at a meeting of the Board of Directors (or its committees) of the Association, may be
taken without a meeting if a consent in writing or by e-mail transmission setting forth the action
so taken shall be executed (as defined in Section 1.3 of these Bylaws) by all of the Directors.
Such consent shall have the same force and effect as a unanimous vote, and may be described as
such.
ARTICLE IV
OFFICERS
Section 4.1 Designation. The officers of the Association shall be a President, a Vice
President, a Secretary and a Treasurer, all of whom shall be elected annually by the Board.
Section 4.2 Election of Officers. The officers of the Association shall be elected
annually by the Board of Directors at the annual meeting of the Board and shall hold office at the
pleasure of the Board. Any person may hold concurrently any two (2) offices, except that the
same person may not concurrently hold the offices of President and Secretary. The office of
Vice President need not be filled. The Board may elect officers from among its members or
otherwise.
Section 4.3 Removal of Officers. Upon an affirmative vote of a majority of the
members of the Board, any officer may be removed, with or without cause, and his successor
elected at any regular or special meeting of the Board called for such purpose.
Section 4.4 President. The President shall be the chief executive officer of the
Association. He shall preside at all meetings of the Association and the Board. He shall have all
of the general powers and duties which are usually vested in the office of the President of a
nonprofit association including, but not limited to, the power to appoint committees from among
the Owners from time to time as he may in his discretion decide is appropriate to assist in the
conduct of the affairs of the Association.
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Section 4.5 Vice President. A Vice President shall have all the powers and authority
and perform all of the functions and duties of the President in the absence of the President or his
inability for any reason to exercise such powers and functions or perform such duties.
Section 4.6 Secretary. The Secretary shall keep the minutes of meetings of the Board
and minutes of meetings of the Association; have charge of such books and papers as the Board
may direct; and, in general, perform all the duties incident to the office of Secretary. The
Secretary shall compile and keep up to date at the principal office of the Association a complete
list of Members and their registered mailing addresses. Such list shall also show opposite each
Member's name the number or other appropriate designation of the Unit owned by such
Member. Such list shall be open to inspection by Members and other persons lawfully entitled to
inspect the same at reasonable times during regular business hours.
Section 4.7 Treasurer. The Treasurer shall have responsibility for Association funds
and shall be responsible for keeping full and accurate accounts of all receipts and disbursements
in books belonging to the Association. He shall be responsible for the deposit of all moneys and
other valuable effects in the name and to the credit of the Association in such depositories as
may from time to time be designated by the Board of Managers.
Section 4.8 Assistant Secretary. The Board may appoint one or more Assistant
Secretaries to perform all of the duties of the Secretary in the absence of the Secretary.
Section 4.9 Assistant Treasurer. The Board may appoint one or more Assistant
Treasurers to perform all of the duties of the Treasurer in the absence of the Treasurer.
Section 4.10 Vacancies. Vacancies in any office arising from any cause may be filled
by the board of directors at any annual, regular, or special meeting.
Section 4.11 Amendments to Declaration. The Secretary and the President shall be
authorized to prepare, execute, certify and record Amendments to the Declaration on behalf of
the Association.
ARTICLE V
INDEMNIFICATION OF OFFICERS AND MANAGERS
The Association shall indemnify every Board member or officer and his or her heirs,
executors and administrators against all expenses and liabilities, including attorneys' fees,
reasonably incurred by or imposed in connection with any proceeding to which he or she may be
a party or in which he or she may become involved by reason of holding or having held such
position at the time such expenses or liabilities are incurred, except to the extent such expenses
and liabilities are covered by insurance and except in cases wherein such person is adjudged
guilty of willful misfeasance in the performance of his or her duties; provided that, in the event
of a settlement, the indemnification shall apply only when the Board approves such settlement
and reimbursement as being for the best interests of the Association. Nothing contained herein
shall, however, be deemed to obligate the Association to indemnify any Owner who is or has
been a Board member or officer of the Association with respect to any duties or obligations
assumed or liabilities incurred by him or her under and by virtue of the Declaration as an Owner
of a Unit covered thereby.
10
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ARTICLE VI
OBLIGATIONS OF OWNERS
Section 6.1 In General. Each Owner shall always endeavor to observe and promote
the cooperative purposes for the accomplishment of which the Condominium was established,
and each Owner shall comply strictly with all provisions of the Declaration. Without limiting the
generality of the foregoing, particular reference is made to Articles 11, 17 and 19 of the
Declaration.
Section 6.2 Use of Common Elements and Limited Common Elements. Each
Owner shall use the Common Elements and Limited Common Elements in accordance with the
purpose for which they were intended without hindering or encroaching upon the lawful rights of
the other Owners.
Section 6.3 Right of Entry.
(a) An Owner shall permit the Managing Agent or other person authorized by
the Board the right of access to the Owner's Unit and appurtenant Limited Common Elements
from time to time during reasonable hours as may be necessary for the maintenance, repair or
replacement of the Common Elements or at any time deemed necessary by the Managing Agent
or Board for the making of emergency repairs or to prevent damage to any part of the Common
Elements.
(b) An Owner shall permit the Managing Agent, other persons authorized by
the Board, other Owners or their representatives, when so required, to enter its Unit for the
purpose of performing installations, alterations or repairs to the mechanical or electrical services
or to the Units and Limited Common Elements of other Owners; provided that requests for entry
are made in advance and that such entry is at a time convenient to the Owner. In case of an
emergency, such right of entry shall be immediate.
Section 6.4 Power of Attorney. Each Owner shall, upon becoming an Owner of a
Unit, execute a power of attorney in favor of the Association, irrevocably appointing the
Association its attorney -in -fact to maintain, repair and improve the Building in general and the
Limited Common Elements, to deal with the Owner's Unit upon its destruction or obsolescence
and regarding insurance proceeds as is provided in the Declaration. The purpose of such
execution shall be more fully to evidence such appointment, but failure to execute such power of
attorney shall in no way derogate from the appointment provided in the Declaration.
Section 6.5 Working Capital Contribution. Each Owner shall pay to the
Association a contribution to its working capital fund in the manner and amount as provided in
the Declaration, and such working capital fund shall be used by the Association for any expenses
of operation or shall be placed in reserve for any purpose.
Section 6.6 Assessment Obligation. Each Owner is obligated to pay the assessments
imposed on such Owner's Unit by the Association and to pay the common expenses of the
Condominium as provided in Article 17 of the Declaration. Except for special assessments
levied against particular Units, all assessments for common expenses shall be assessed to Owners
in proportion to such Unit's Allocated Interests in the Common Elements.
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DW r 1626566v16 0018516-000023
Section 6.7 Association Funds. All funds paid to the Association, whether as
contribution to working capital or as assessments, shall be the common property of the
Association, held in trust for the benefit of the Owners, in the accounts to which such funds are
from time to time allocated by the Board.
Section 6.8 Rules and Regulations. The Board or the Association may adopt rules
and regulations necessary or advisable for the proper administration of the Condominium,
provided that such rules and regulations may be adopted only by the affirmative vote of Owners
of Units to which are allocated at least sixty percent (60%) of the votes in the Association, and
provided further that as long as the City of Auburn is the owner of all of the City Units, such
rules and regulations shall not be adopted or amended unless approved by the City of Auburn.
The rules and regulations may be amended by the Board (or by the Owners in the same manner
as amending these Bylaws), and such rules and regulations shall be deemed a part of these
Bylaws.
ARTICLE VII
BYLAWS
Section 7.1 Amendments. These Bylaws (and amendments thereto) for the
administration of the Association and the Condominium, and for other purposes not inconsistent
with the Washington Condominium Act or with the intent of the Declaration, shall be adopted by
the Board at its first meeting. Thereafter the Bylaws may be amended by the affirmative vote of
Owners of Units to which are allocated at least sixty percent (60%) of the votes in the
Association at an annual, regular or special meeting, provided, however, that as long as the City
of Auburn is the owner of all of the City Units, all amendments to these Bylaws shall require the
approval of the City of Auburn. Notice of the time, place and purpose of such meeting shall be
delivered to each Owner at least ten (10) days prior to such meeting. No material amendment of
these Bylaws may be made without the prior written approval of a majority of the Eligible
Mortgagees.
ARTICLE VIII
MORTGAGES
Section 8.1 Notice to Association. An Owner who mortgages his Unit shall notify the
Association through the Managing Agent, if any, or the President of the Board, giving the name
and address of its mortgagee. The Association shall maintain such information in a book or list
entitled "Mortgagees of Units."
Section 8.2 Notice of Unpaid Assessments. The Association shall at the request of a
mortgagee of a Unit report any unpaid assessments due from the Owner of such Unit.
ARTICLE IX
EVIDENCE OF OWNERSHIP, REGISTRATION
OF MAILING ADDRESS AND COMPLETION REQUIREMENT
Section 9.1 Proof of Ownership. Any person on becoming an Owner of a Unit shall
furnish to the Managing Agent or Board a photocopy of a certified copy of the recorded
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DWT 1626566v 16 0018516-000023
instrument vesting that person with an interest or ownership, which instrument shall remain in
the files of the Association.
Section 9.2 Registration of Mailing Address. The Owners of each Unit shall have
one and the same registered mailing address to be used by the Association for mailing of
monthly statements, notices, demands and all other communications; and such registered address
shall be the only mailing address of a person or persons, firm, corporation, partnership,
association or other legal entity or any combination thereof to be used by the Association. Such
registered address of an Owner or Owners shall be furnished by such Owners to the Secretary
within five (5) days after transfer of title; such registration shall be in written form and signed by
all of the Owners of the Unit or by such persons as are authorized to represent the interests of the
Owners thereof. If no such address is registered or if all of the Owners cannot agree, then the
address of the Unit shall be the registered address until another registered address is furnished as
permitted under this Section. Registered addresses may be changed from time to time by similar
designation.
Section 9.3 Completion Requirement. The requirements contained in this Article
shall be first met before any Owner of a Unit shall be deemed in good standing or entitled to vote
at any annual or special meeting of Members.
ARTICLE X
CONFLICT WITH DECLARATION OR LAW
These Bylaws are intended to comply with and supplement the requirements of the
Washington Nonprofit Corporation Act, the Washington Condominium Act and the Declaration.
If any of these Bylaws conflict with the provisions of said statutes or Declaration, the provisions
of the statutes and Declaration will apply.
ARTICLE XI
NONPROFIT ASSOCIATION
This Association is not organized for profit. No Member, member of the Board, officer,
or person from whom the Association may receive any property or funds shall receive or shall be
lawfully entitled to receive any pecuniary profit from the operations thereof, and in no event
shall any part of the funds or assets of the Association be paid as salary or compensation to, be
distributed to or inure to the benefit of any members of the Board or any officer. The foregoing,
however, shall neither prevent nor restrict the following: (1) reasonable compensation may be
paid to any Member, Director, or manager while acting as an agent or employee of the
Association for services rendered in effecting one or more of the purposes of the Association;
and (2) any Member, officer, or Board member may, from time to time, be reimbursed for his or
her actual and reasonable expenses incurred in connection with the administration of the affairs
of the Association.
ARTICLE XII
FISCAL YEAR
The fiscal year of the Association shall begin on January 1 and end on December 31.
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DW r 1626566v16 0018516-000023
EXHIBIT A
DESCRIPTION OF LAND
PARCEL B, CITY OF AUBURN BOUNDARY LINE ADJUSTMENT NUMBER BLA-08-
0006, RECORDED UNDER RECORDING NUMBER 20080911900016, IN KING COUNTY,
WASHINGTON;
TOGETHER WITH AND SUBJECT TO PERMANENT EASEMENTS AS DESCRIBED IN
THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT, AS RECORDED IN THE
REAL PROPERTY RECORDS OF KING COUNTY, WASHINGTON, UNDER RECORDING
NO. 20090203001092, AS AMENDED BY THAT CERTAIN FIRST AMENDMENT TO
RECIPROCAL EASEMENT AGREEMENT RECORDED IN THE REAL PROPERTY
RECORDS OF KING COUNTY, WASHINGTON, UNDER RECORDING NO.
20090902000999, WITHIN PARCEL A OF SAID BOUNDARY LINE ADJUSTMENT;
SUBJECT TO AND TOGETHER WITH OTHER MATTERS OF RECORD.
14
DWT 162656606 0018516-000023
EXHIBIT B
CONSENT TO ELECTRONIC TRANSMISSIONS
Consent of [Director/Member] of [Name of Corporation]
to Receive Electronic Transmissions
The Corporation wishes to communicate with officers, directors, and members via
electronic communication. The Corporation must first obtain the consent of the recipients to
receive such communication. Electronic notice is not effective without such prior consent.
Directors or Members may complete this form and return a signed copy by mail, facsimile or
personal delivery, or they may return the completed form by email, so long as the email provides
sufficient information to determine the sender's identity.
I consent to receive electronically transmitted notices under the Washington Nonprofit
Corporation Act. Please send such notices to the address below in the format identified.
Email address:
Email text format: ❑ plain text
❑ rich text format
❑ other
Attachment format: ❑ Microsoft Word, version
❑ Word for Macintosh, version
❑ Word Perfect, version
❑ PDF
❑ Rich Text Format
❑ Other
Date [Name]
B-1
DWT 13439219v4 0018516-000023
EXHIBIT C
AUBURN CENTRAL PARKING GARAGE
CONDOMINIUM OWNERS ASSOCIATION
PRO FORMA 2010 BUDGET
(See attached page.)
C-1
DWT 13439219v4 0018516-000023
ARMC/City West Garage
1/5/2010
Vendor:
Contact:
Cell/office:
Service:
Comment:
Annual cost:
Utilities are estimates
Cosco Fire protection
Jesse Strasbaugh
425 210 0566
Fire sprinkler system
Annual & 3 qrt inspections
$
2,100.00
Sound Electronics
Andy Freudenstein
253 472 2955
Fire Alarm
Annual Confidence
$
1,200.00
Western Mechanical
Matt Wells
206 613 9844
Backflow Preventers
Annual City required
$
360.00
Otis
Joel Kallman
206 3915160
Elevators
$382 per mo. Otis Elevator
$
4,584.00
McDonough & Sons
Fernado
425 432 3155
Sweeper Service
Per week $150.56
$
7,829.12
McDonough & Sons
Fernado
425 432 3155
Power Washing/Snow removal
Semiannual /Seasonal
$
4,500.00
ARMC Engineering
Matt Counas
253 333 2549
Lighting/lamps/Mist
$50 per hour 1/2 hr min
Dzingle
Russ Dzingle
253 833 2288
Grounds Maintenance
$150 per Mo.
$
1,800.00
Allied Barton
Will Leurquin
206 786 4445
Security
40 hrs Plus 24/7 response
$
31,449.60
Healthcare Parking
Cameron Kronemyer
253 212 8873
Porter/Cashier/attendant option
40 firs per week @ $14.25
only $29,640
Fire Extingusher
Fire Chief Equipment
206 682 3419
Annual fire Extingusher
($ 9.3)(11) plus $59.00
$
161.30
Utilities:
City Of Auburn
Water/Waste
$
4,500.00
PSE
Elect
$
24,000.00
Fire Com NW
3rd Party Notification Fire Sys.
$
504.00
Property Tax
Chicago Title Source of inf
$
5,109.20
Total Estimate
$
88,097.22
13615248 4.XLSX