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HomeMy WebLinkAbout3460 RESOLUTION NO. 3 4 6 0 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING AN AMENDMENT TO THE GROUND LEASE AT THE AUBURN MUNICIPAL AIRPORT WITH HANGARS UNLIMITED APPROVED BY RESOLUTION 3364 ADOPTED AUGUST 6, 2001. WHEREAS, at a regular meeting of the Auburn City Council held August 6, 2001, the Council adopted Resolution 3364 providing the execution of a contract with Hangars Unlimited for a Ground Lease at the Auburn Municipal Airport; and WHEREAS, it is in the interest to the City of Auburn to amend the contract with Hangars Unlimited for a Ground Lease at the Auburn Municipal Airport;. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, DO ORDAIN AS FOLLOWS: Section 1. The Mayor and City Clerk of the City of Auburn are hereby authorized to execute an amendment to the Ground Lease at the Auburn Municipal Airport with Hangars Unlimited, which is attached hereto and marked as Exhibit "A" and by this reference incorporated herein. Section 2. The Mayor and City Clerk are hereby authorized to execute the option within the agreement with Hangars Unlimited, which is attached hereto and marked as Exhibit "B" and by this reference incorporated herein. Resolution 3400 Apdll0,2002 Page 1 Section 3, The Resolution shall be effective upon passage and signatures herein. CITY OF AUBURN PET'I~R B. LEWIS MAYOR Danielle E. Daskam, City Clerk APPROVED AS TO FORM: City Attorney Resolution 3460 April 10, 2002 Page 2 ~~~ DECLARATION AND COVENANTS. CONDITIONS, RESTRICTIONS AND RESERVATIONS FOR AUBURN HANGARS LEASEHOLD CONDOMINIUM Law Offices of Gregory E. Thulin, P.S. 119 N. Commercial Street Suite 660 Bellingham, WA 98225 (360) 714-8599 ~. DECLARATION AND COVENANTS, CONDITIONS, RESTRICTIONS AND RESERVATIONS FOR AUBURN HANGARS LEASEHOLD CONDOMINIUM INDEX Section/Description Page No. ARTICLE I ..................................................................................................:......................... 2 Definitions ............................................ ......................................................................,..... 2 ARTICLE II ........................................................................................................................... 6 ~ecial Deciararit Rights ...............................................................................................:..... 6 A. Development Rights ............................................................................................ 6 B. Completion of Improvements .............................................................................. 7 C. Maricetina ............................................................................................................ 7 D. Reservation of Easements .................................................................................. 8 ARTICLE Ill .......................................................................................................................... 8 Description of Building ........................................................................._............................... 8 ARTICLE IV ......................................................................................................................... 8 . Desc~tion of Units, Location, Area and Size ..................................................................... 8 A. General Description .......................................................................:.................... 8 B. Unit Boundaries ................................................................................................... 8 ARTICLE V ....................................................:..................................................................:.. 9 Leasehold Condominium ................................................................................:..................... 9 A. Ground Lease ...........:......................................................................................... 9 B. Term of Lease ......................................................:..:........................................... 9 C. Scope of Lease ................................................................................................... 9 D. Consequences of Termination of Lease/Absence of Reversion Rights ..................:..........:................................................................ 9 E. Assignment of Leasehold Interest .................................................................... 10 F. Additional Phases .......................................................:......................................10 G. Default Under Ground Lease ..............................:............................................ 10 H. Consent ...................................................................:........................................ 11 ARTICLE. VI ...........................:...........................................................................................11 Common Elements .....:......................................................................................................11 ARTICLE VII ....................................................................................................................... 11 Limited Common Elements .........................................................................:......:.............. 11 A. Description ........................................................................................................ 11 B. Boundaries of Interior Limited Common Elements .......................:............:...... 12 C. Boundaries of Other Limited Common Elements ............................................. 12 D. Applicable Easements ...................................................................................... 12 ARTICLE VIII ..............................................................................:...................................... 12 Allocated Interests in Common Elements ............................................:............................ 12 A. Phase I .............................................................................................................. 12 B. Phase II ............................................................................................................. 13 ARTICLE IX ..................:.................................................................................................... 13 Use• Regulation of Uses; Architectural Uniformity ............................................................ 13 A. Aviation Purposes .............................................................................................13 B. Unit Rental ........................................................................................................13 C. Vehicle Parking .....................................:...................................................:.......14 D. Driving_Area and Walkways .............................................................................. 14 E. Interior Unit Maintenance and Alterations .........................................................14 F. Limited Common Elements ..: ............................................................................15 G. Exterior Appearance ......................................................................................... 15 H. Effect on Insurance ..................................................................................:.......: 15 I. Signs ...................................................................................................................15 J. Unit Activity ........................................................................................................15 K. Bylaws. Rules and Regulations ..........................................................:............ 16 ARTICLE X ......................................................................:................................................. 16 Unit Owners' Association ................................................................................................... 16 A. Form of Association .......................................................................................... 16 B. Membership ..................................................................................................... 16 1. Qualification ............................................................................................16 2. Transfer of Membership ......................................................................... 16 C. Voting ................................................................................................................ 16 1. Number of Votes .................................................................................... 16 2. Voting ...................................... :.............................................................. 17 3. Joint Unit Owner Disputes ..............................................:....................... 17 4. Pledged Votes ........................................................................................ 17 D. Meetings, Audits. Notices of Meetings .....................................:.......................17 1. Annual Meeting ......................................................................................17 2. ~ecial Meetings ....................................................................................18 3. Audits ......................................................................................................18 E. Bylaws of Association ..........................................:............................................18 1. Adoption of Bylaws .................................................................:...............18 2. Bylaw Provisions .................................................................................... 18 ARTICLE XI .............:.........................................................................................................19 Management of the Condominium ...................................................:.....................:..........19 A. Powers of the Association .........................................................:.......................19 B. Management by the Board ............................................................................... 21 C. Election of the Board ..:..................................................................................... 21 D. Authority of the Board ....................................................................................... 22 ARTICLE XII ............:.....................:................................................................................... 25 Maintenance. Common E~ense and Common Expense Liability; Special Assessments ...: .............................................................................. .. 25 A. Common Expenses .........................................:.......................................:......... 25 B. Annual Budget of Common Expenses .............................................................. 25 C. Payment by Unit Owners ........:.....................:................................................... 26 D. Purpose .............................................................................................................26 E. Separate Accounts ............................................................................................ 26 F. Based on Percentage ........................................................................................ 26 G. Failure to Determine Assessments .................................................................. 26 H. Limited Purpose Common Expenses .....................................:......................... 27 I. Records .............................................................................................................. 27 J. Lien Indebtedness ............................................................................................. 27 K. Certificate of Assessment ................................................................................. 28 L. Security Deposit ................................................................................................ 28 M. Foreclosure of Assessment Lien .................:.....................:.............................. 28 N. Rental Units ...................................................................................................... 28 O. Remedies Cumulative ......................:.................:............................................. 29 ARTICLE XIII .................................................................................:..................................: 29 Insurance ........................................................................................................................... 29 A. Insurance Coverage .......................................................................................... 29 1. Real Property Insurance ......................................................................... 29 2. Liability Coverage ..................................................:................................ 29 3. Other Coverage .................................:........:........................................... 30 B. Additional Policy Provisions .................:.......:.............................................. 30 1. Named Insured ............:.......................................................................... 30 2. Contribution ............................................................................................ 30 3. Absence of Association Control ............:................................................ 30 4. Cancellation ............................................................................................30 5. Waiver of Subrogation, Co-Insurance and Acts of Insured ...................................:............................................ 30 6. Primary Insurance .................................................................................. 31 C. Mortgagee Clause ................:................................................................:.......... 31 1. Define Mortgagee ...............................................................:................... 31 2: Protect Mortaagee .................................................................................. 31 3. Waive Certain Requirements ................................................................. 31 4. Recognize Named Insured .............................................:....................... 31 D. Fidelity Bond Coverage .............................................................:...................... 31 1. Obligee ............................................................................................:...... 31 2. Amount ................................................................................................... 31 3. Waiver of Defense .................................................................................. 31 4. Cancellation ............................................................................................32 E. Insurance Proceeds .......................................................................................... 32 F. Unit Owners' Policies ......................................................................................... 32 ARTICLE XIV ......:.............................................................................................................. 32 Damage or Destruction; Reconstruction ..................:........................................................ 32 A. Determination by the Association ..................................................................... 32 B. Notice of Damage or Destruction ...:.................................................................. 33 C. Definitions; Restoration; Emergency Work ....................................................... 33 D. Restoration by the Association ......................................................................... 33 E. Decision Not to Restore; Disposition ................................................................ 34 ARTICLE XV ....:......................................................................................:.......................... 35 Condemnation .....................................::.........:.:................................................................ 35 A. Consequences of Condemnation; Notices ....................................................... 35 B. Proceeds ........................................................................................................... 35 C. Complete Taking .......................................................:....................................... 35 D. Partial Taking .................................................................................................... 35 E. Reductions of Units Upon Partial Taking .......................................................... 36 F. Reconstruction and Repair ................................................................................ 37 ARTICLE XVI:.....: .............................................................................................................. 37 Limitation of Liability .........................................,................................................................ 37 A. Liability for Utility Failure and Certain Personal and Real Property Damage ..................................................... 37 B. No Personal Liability ............:................ .......................................................... 37 C. Indemnification .................................................................................................. 38 D. Indemnification of City of Aubum ......................:.............:..................................38 ARTICLE XVII .................................................................................................................... 38 Mortgagee Protection ........................................................................................................ 38 A. Priority of Mortgages ......................................................................................... 38 B. Abandonment of Condominium Status ............................................................. 39 C. Partitions. Subdivisions and Combinations ......:.....: ......................................... 39 D. Change in PercentaQes .................................................................................... 39 E. Copies of Notices ........................................:..................................................... 39 F. Effect of Declaration Amendments .....................................................:............. 39 G. Insurance .................................................................................................:........ 39 H. Inspection of Books .............................................:............................................ 40 ARTICLE XVIII ..................................................................................................................: 40 Mortgagee's Right After Foreclosure ....:............................................................................ 40 ARTICLE XIX ..................................................................................................................... 40 Easements ......................................................................................................................... 40 A. General ............................................................:......:........................................40 B. Easements and Rights Reserved ..........: ..................................:....................... 41 C. Encroachments .................................................:...............................................41 ~. ARTICLE XX ...................................................................................................................... 42 Procedures for Subdivision or Combination ...................................................................... 42 A. Procedure ..........................................................................................................42 B. Costs ................................................................................................................. 43 ARTICLE XXI ..................................................................................................................... 43 Amendment of Declaration. Survey Map, Plans ............................................................... 43 A. Declaration Amendment ................................................................................... 43 B. Survey Map and Plans Amendment ................................................................. 43 C. Discontinuance of Condominium ...................................................................... 44 ARTICLE XXII .................................................................................................................... 44 Compliance with Declaration ............................................................................................. 44 A. Enforcement ......................................................................................................44 B. No Waiver of Strict Compliance ........................................................................ 44 C. Costs and Attorney Fees :................................................................................. 45 ARTICLE XXIII ................................................................................................................... 45 Interpretation ...................................................................................................................... 45 A. Liberal Construction .......................................................................................... 45 B. Consistent with Act ............................................................................................ 45 C. Covenant Running with Land ........................:.................................................. 45 D. Unit and Building Boundaries ........................................................................:.. 45 E. "Person" ............................................................................................................ 45 F. Declarant-Original Unit Owner .......................................................................... 45 ARTICLE XXIV .................................................................................................................. 46 Miscellaneous .................................................................................................................... 46 A. Severabilitv ........................................................................................................46 B. Effective Date .................................................................................................... 46 C. Reference to Survey Map and Plans ................................................................ 46 b DECLARATION AND COVENANTS, CONDITIONS, RESTRICTIONS AND RESERVATIONS FOR AUBURN HANGARS LEASEHOLD CONDOMINIUM This Declaration, dated as of the date set forth at the conclusion of the Declaration, constitutes the covenants, conditions, restrictions and reservations creating and establishing the Condominium known as Auburn Hangars Leasehold Condominium. A, HU Inc., a Washington corporation, dba Hangars Unlimited ("Declarant"), has a leasehold interest, pursuant to that certain Lease Agreement with the City of Aubum, a Washington Municipal Corporation, effective September 1, 2001 ("Ground Lease"), in that land as legally described on Schedule "A" hereto, which land and any building, improvements, appurtenances and other attributes attaching to such land are referred to herein as the "Real Property"; B. Declarant is concurrently: filing. for record with the Office of the King County Auditor, State of Washington, a Survey Map and Plans for the Condominium known as Auburn Hangars Condominium ("Condominium"); and C. By filing this Declaration and. the foregoing Survey Map and Plans, Declarant submits the Condominium, together with all appurtenances, to the provisions of the Washington Condominium Act, Chapter 64.34 of the Revised Code of Washington, as the same may from time to time be amended ("Act"). THEREFORE: Pursuant to the Act and other laws of the State of Washington, and for the purpose of submitting the Condominium to the provisions of the foregoing, Declarant, being the sole Lessee of the Real Property., makes the following declaration: It is agreed by acceptance of a conveyance, contract for sale, lease, rental agreement, or any form of security agreement or instrument, or any privileges for use or enjoyment, respecting the Real Property and/or any Unit thereof, as defined herein, in the Condominium created by this Declaration, that this Declaration, together with the Survey Map and Plans referred to in this instrument, states covenants, conditions, restrictions and reservations affecting a common plan for the Condominium .mutually beneficial to the described Units and that the covenants, conditions, restrictions and reservations are binding upon the Real Property and upon the Condominium as a parcel of realty, and are also binding upon the Unit Owners or possessors of such described Units, and upon their respective heirs, personal representatives, successors 1 and assigns, through all successive transfers of all or any part of the Real Property or all or any portion of the Condominium or any security interest within same, without requirement for further specific reference or inclusion in deeds, contracts or security instruments, and regardless of any subsequent forfeiture, foreclosure or sales of the Condominium or any Units therein. ARTICLE I Definitions Certain terms as used in this Declaration shall be defined pursuant to the Act and are more particularly defined as follows, unless the context clearly indicates a different meaning: 1. "Act" shall mean the Washington Condominium Act, Chapter 64.34 of the Revised Code of Washington, as amended from time to time. 2. "Allocated Interest" shall mean the undivided interest in the Common Elements, the Common Expense .liability and votes in the Association allocated to each Unit. 3. "Assessment" shall mean all sums chargeable by the Association against a Unit including, without limitation: (a) regular and special assessments for Common Expenses, charges and fines imposed by the Association; (b) interest and late charges on any delinquent account; and (c) costs of collection, including reasonable attorney's fees, incurred by the Association in connection with the collection of a delinquent Owner's account. 4. "Association" shall mean the Association of the Owners of .the Units acting as a group pursuant to this Declaration, to the Bylaws for such Association and to the Act. The Association shall be called the Aubum Hangars Owners' Association. 5. "Board of Directors" and "Board" shall mean the group of individuals appointed by Declarant or elected by the Association, who shall govern the Association and manage and administer the Condominium in accordance with this Declaration, the Bylaws and the Act. 6. "Bylaws" shall mean the Bylaws of the Association as initially adopted by Declarant and as amended from time to time by-the Association in accordance with this Declaration, the Bylaws and the Act. 7. "Common Elements" shall mean all portions of the Condominium other than the Units, specifically as provided in Article VI and as limited by Article VII of this 2 Declaration. 8. "Common Expenses" shall mean expenditures made by, or financial liabilities of, the Association, together with any allocations to reserves. 9. "Common Expense Liability" shall mean the liability for Common Expenses allocated to each Unit pursuant to Article XII. 10. "Condominium" shall mean the Real Property, portions of which are designated for separate ownership and the remainder of which is designated for common ownership solely by the Owners, all of which is submitted to the provisions of the Act by this Declaration, including any future Units added to the Condominium as provided in Article II of this Declaration. 11. "Conveyance" shall mean any transfer of the ownership of a Unit, including a transfer by deed or by real estate contract, but shall not include a transfer solely for security purposes. 12. "Declarant" shall mean HU Inc., a Washington corporation, dba Hangars Unlimited, or any successor or assignee thereof. 13. "Declarant Control" shall mean the right of Declarant, or of persons designated by Declarant, to appoint and to remove officers and members of the Board of Directors pursuant to Article XL 14. "Declaration" shall mean this instrument by which the building and the leasehold interest in the land described on Schedule "A" held by Declarant, including all improvements, are established as a Condominium under the Act, including -any amendments hereto. 15. "Development Rights" shall mean any right or combination of rights hereafter reserved by Declarant to (a) add real property or improvements to the Condominium; (b) create Units, Common Elements and/or Limited Common Elements within the Real Property included or added to the Condominium; and (c) subdivide Units or convert Units into Common Elements. 16. "Dispose" or "Disposition" shall mean a voluntary transfer or conveyance to a purchaser of any legal or equitable interest in a Unit, but does not include the transfer or release of a security interest. 17. "Eligible Mortgagee" shall mean the holder of a mortgage on a Unit who has filed with the Secretary of the Association a written request that such mortgagee be provided with copies of notices of any action by the Association that requires the 3 consent of mortgagees. 18. "Foreclosure" shall mean a forfeiture or judicial or nonjudicial foreclosure of a real estate contract, mortgage or deed of trust, together with a deed given in lieu thereof. 19. "Leasehold Condominium" shall mean a Condominium in which all, or a portion of, the real property is subject to a lease, the expiration or termination of which lease will terminate or reduce in size the Condominium. This Condominium is a Leasehold Condominium because the land on which the building and other improvements are situated is leased from the City of Auburn and is not owned by Declarant. The subject Ground Lease with the City of Auburn has a total initial term of fifty (50) years. Upon the termination of the Ground Lease, title to the land and building will revert to the City of Auburn, free and clear of such Ground Lease and this Condominium. 20. "Limited Common Elements" shall mean those portions of the Common Elements which are allocated by Article VII hereof for the use of one or more Units, but fewer than all of the Units, to the exclusion of the remaining Units. 21. "Mortgage" shall mean a recorded mortgage or deed of trust creating a lien against a Unit and shall also mean the vendor's interest in any and all real estate contracts for the sale of a Unit. 22. "Mortgagee" shall mean a bank, savings and loan Association, a mortgage company or other entity chartered under federal or state laws and authorized to invest or loan money secured by an interest in real property, or any such federal or state entity or agency, or any other person or entity, holding a mortgage, deed of trust or vendor's interest in a real estate contract affecting the title to a Unit. 23. "Mortgagee of the Condominium" shall mean the holder of a mortgage or deed of trust with respect. to the Real Property which this Declaration affects, which mortgage or deed of trust was recorded prior to or .contemporaneous with the recordation of this Declaration. The term "Mortgagee of the Condominium" does not include Mortgagee of a Unit, unless the context otherwise requires. 24. "Mortgagee of a Unit" shall mean the beneficial owner, or the designee of the beneficial owner, of an encumbrance on a Unit created by mortgage or deed of trust and shall also mean the vendor, or the designee of the vendor, under any and all real estate contracts for the sale of a Unit. Unless otherwise required by the context, where used in this Declaration, the term "Mortgagee of a Unit" includes the "Mortgagee of the Condominium". 4 25. "Person" shall mean a natural person, corporation, limited liability company, partnership, limited partnership, trust, governmental subdivision or agency or any other legal entity. 26. "Purchaser" shall mean any person, other than Declarant or a dealer, who by means of a Disposition acquires a legal or equitable interest in a Unit. 27. "Real Property" shall mean the land described in Schedule "A" of this Declaration, all of which is held by Declarant as a leasehold interest pursuant to the Ground Lease, the building and all improvements and structures now or hereafter placed on the land, and all easements, rights and appurtenances belonging to same, and upon creation of Phase II, the land described in Schedule "B" of this Declaration, all of which will.- be held by Declarant as a leasehold interest, the building and all improvements and .structures as may hereafter be placed thereon, and all easements, rights and appurtenances belonging to the same, all. as more fully described in Article II hereof. 28. "Record" shall mean to file for record with the office of the King County Auditor, located in Seattle, Washington, and/or such other place as this Declaration and the Survey Map and Plans are required to be filed. 29. "Aviation Purposes" shall mean use for the operation of storage of aircraft and related accessories and aviation operations. 30. "Special Declarant Rights" shall mean rights reserved for the benefit of Declarant to: (a) complete improvements indicated on the Survey Map-and Plans filed with this Declaration; (b) exercise any development rights as defined hereinabove; (c) maintain signs advertising Units in the Condominium for sale; (d) use easements through the Common Elements for the purpose of making improvements within the Condominium, including those additions to the Condominium as may be constructed, as specified under Article XIX; and (e) appoint or remove any officer of the Association or any member of the Board of Directors during the period of Declarant control, as specified in Article XI. 31. "Survey Map and Plans" shall mean the survey map for the Real Property and a set of plans for the building within which the Units are located, which are filed for record in accordance with the Act. "Survey Map and Plans" shall also include the survey map of real property and set of plans for the building that may hereafter be filed for record pursuant to Article II. 32. "Unit" shall mean a physical portion of the Condominium designated for separate ownership, the boundaries of which are described in Article IV, each of which is also identified in the Survey Map and Plans. 5 r 33. "Unit Owner" shall mean any person, including Declarant, individually or collectively, who owns a Unit or who holds a vendee's interest under any real estate contract of purchase of a Unit, but does not include a person who has an interest in a Unit solely as security for an obligation. ARTICLE II Special Declarant Rights A. Development Rights. 1. Land Described. The land on which the units and common elements of the Condominium are located is described in Schedule "A." Declarant also holds an option to lease from the City of Auburn other contiguous real property, which is legally described in Schedule "B" hereto. 2. Phase I. This Declaration, in combination with the survey map of plans, identifies the units in common elements which are submitted to the provisions of the act as of the recording of this Declaration and the Survey Map and Plans. These improvements and the real property are referred to in this Declaration as Phase- I. There are seventeen (17) units within Phase I, which are situated in three (3) buildings. 3. Phase II. Declarant has entered into an option for lease of real property with the City of Aubum dated the 23rd day of April, 2002, which grants to Declarant _the right to amend the Ground Lease to incorporate that tract of ground described in Schedule "B" on the City of Aubum Airport; provided, however, that Declarant must exercise its option to lease such land not later than March 31, 2003. Declarant is not obligated to exercise such option, but Declarant intends to do so at this time. In the event that such option is exercised with the City of Auburn, then Declarant intends to construct thereon three (3) additional buildings in which will be situated eighteen (18) units. Subsequent to the execution of an amendment to the Ground Lease with the City of Auburn, Declarant intends to commence construction of such hangar buildings, and, upon completion of construction of such buildings and following compliance with the provisions of this Declaration and the Act, Declarant intends to submit such completed buildings to the provisions of this Act to add such eighteen (18) units to this Condominium as Phase II. 4. Construction of Phase II. Declarant intends to exercise the option to lease as described in subsection 3 above, not later than the termination date of such option and thereafter to commence and to complete construction of the buildings to be situated within Phase II. Upon the completion of construction improvements in Phase II, Declarant intends to submit Phase II as a portion of this Condominium. In 6 furtherance thereof, Declarant reserves the -right to amend this Declaration and a Survey Map and Plans upon the submission for Phase II by recording an amendment to each of said documents, by which Phase II shall be a complete part of this Condominium. Accordingly, Declarant further reserves the right to construct and to submit as a portion of the Condominium Phase II, which shall consist of eighteen (18) additional units, for a period of two (2) years following the date of this Declaration at the conclusion of which, if not been developed or if not been- substantially completed, Phase II shall not thereafter be added to this Condominium unless approved by the Association following a request therefore by the Declarant. 5. Change and Allocated Interests. The allocated interest assigned to each unit by this Declaration will automatically change upon the completion of construction in submission to the provisions of this Declaration and the Act of those uriits and common elements included within Phase II, as identified in the amended Declaration and the amended Survey Map and Plans recorded in conjunction therewith. By accepting any interest in any unit and/or in the condominium, the owner or holder thereof fully consents and agrees to the modification of the allocated interest assigned to each unit as identified and specified in Schedule "C" to this Declaration. to addition, the owners and/or mortgagees of existing units in the Condominium respectively agree to the partial defeasance of their allocated interests, as specified in Schedule "C," at such time as Phase II is completed and then added to the Condominium, respectively; provided, however, that the common elements then being a part of the Condominium shall be expanded as identified in the amended Declaration and on the amended Survey Map and Plans recorded in conjunction therewith. 6. Character of Improvements in Phase 11. The quality of construction of those improvements to be added by Phase II shall be of the same general composition and quality of construction as identified in Article III hereof, and such additional improvements shall be harmonious and compatible with those improvements situated on the real property. B. Completion of Improvements. To the extent that any .improvements within the. Condominium, as described on the Survey Map and Plans recorded in conjunction herewith, are not completed upon the recording .hereof and thereof, and/or to the extent that any improvements within Phase II of the Condominium as described in the amended Declaration and on the amended Survey Map and Plans recorded in conjunction therewith, are not completed upon the recording thereof, the Declarant reserves the right to complete the construction of such incomplete improvements subsequent to each such date of recording, for the benefit of Declarant, the Association and the Condominium as a whole. C. Marketing. Declarant does not reserve any of those Special Declarant Rights defined in RCW 64.34.020(29)(c), except Declarant reserves the rights to 7 maintain a sales office within any Unit in the Condominium owned by Declarant and to place signs advertising Units in the Condominium for sale at locations on the Condominium of Declarant's election, until such time as Declarant has sold each of the Units presently existing and/or as added by Phase IL D. Reservation of Easements. Pursuant to the provisions of Article XIX hereof, Declarant hereby reserves unto itself easements through the Common Elements and through the portion of the real property described in Schedule "A" hereto not submitted currently as a portion of the Condominium for the purpose of completing all improvements within the Condominium in accordance with Section B of this Article an for the purpose of developing and construe#ing all improvements and modifications to Phase II in order to add Phase II to this Condominium. ARTICLE 111 Description of Building There shall initially be three {3) buildings situated within the Condominium prior to the addition of Phase II. Such building is of steel frame construction with metal exterior. ARTICLE IV Description of Units. Location. Area and Size A. General Description. There shall initially be seventeen (17) units comprising this Condominium prior to the addition of Phase II of the Condominium. Each of the Units is of the size, expressed in square footage, and composition as identified in Schedule "C" hereto and on the Survey Map and Plans. Each Unit is identified by a number, with the exact location of each shown on the Survey Map and Plans recorded in conjunction herewith. Each Unit has vehicular and pedestrian access, over property owned by the City of Auburn, to public streets. B. Unit Boundaries. The boundary of each Unit shall be the airspace, non- bearing walls and partitions, and all other fixtures and improvements lying within the exterior walls and shall include the interior surfaces of the exterior walls surrounding each Unit and the interior surfaces of the bearing walls and bearing columns serving more than the subject Unit. The. boundary of each Unit shall be measured to the stud walls and to the structural portions of the floors and ceilings, and shall include the unit doors .and related mechanisms. Accordingly, the boundaries of a Unit shall include all lath, furring, wallboard, plasterboard, plaster, paneling, tiles, paint, finished flooring and any other materials constituting any part of the finished surfaces of the walls, floors and ceilings. All other portions of the walls, floors and ceilings are a part of the Common 8 - Elements. ARTICLE V Leasehold Condominium A. Ground Lease. As identified in Article I, Section 19, the land on which the Condominium is situated is not owned by Declarant, but is instead leased by Declarant from the City of Aubum, a Washington. Municipal Corporation. The Ground Lease, which is captioned "CITY OF AUBURN AIRPORT HANGAR LAND LEASE AGREEMENT", was executed between the City of Aubum and Declarant effective September 14, 2001. An original and/or fully executed copy thereof may be inspected in the main office of the City of Aubum in Aubum, Washington -and in the office of Declarant. In addition thereto, a fully executed copy of the Ground Lease shall be incorporated as an attachment into any Public Offering Statement provided by .Declarant to each prospective purchaser. The City of Aubum has signed this Declaration pursuant to the requirements of RCW 64.34.220(1). The City of Aubum has not approved any provisions of this Declaration which are not specifically required to be approved by a lessor pursuant to the provisions of RCW 64.34.220(1). B. Term of Lease. The term of the Ground Lease commenced on September 14, 2001, and has a total initial term of fifty (50) years measured from such date. Accordingly, the Ground Lease is scheduled to terminate on September 13, 2051. C. Scope of Lease. This Condominium is created from the building, improvements, paved areas, easements and other rights and appurtenances constructed upon, and belonging to, the leasehold interest in the land identified in the Ground Lease, which land is legally described on Schedule A hereto. The land itself, which is owned by the City of Auburn, does not constitute a part of the Condominium. This Declaration and the Condominium is subject, and subordinate in all respects, to the terms of the Ground Lease. Any provisions of this Declaration which are inconsistent with any provisions of the Ground Lease will be of no force and effect as against the City of Auburn.- D. Consequences of Termination of Lease/Absence of Reversion Rights. The provisions of the Ground Lease provide that title to any buildings or other improvements situated on the land subject to the Ground Lease at the termination of the Ground Lease, whether such termination occurs at the end of the initial term or at the end of the renewal term, shall automatically become the property of the City of Aubum. If the Association be in default of its obligations to the City of Aubum, however, the rights hereinabove stated may be superseded by the City of Auburn or its successors and/or assigns. Notwithstanding the foregoing, nothing set forth in the 9 Ground Lease prohibits the City of Aubum and the lessee from negotiating a further extension term of the Ground Lease, but the City of Auburn has absolutely no obligation to do so. E. Assignment of Leasehold Interest. Declarant is the lessee under the Ground Lease with the City of Aubum. It is intended by Declarant, and so permitted in the Ground Lease, that subsequent to the recordation of this Declaration and the Survey Map and Plans, the formation of the Association and the conveyance of units within the Condominium by Declarant, the lessee's in#erest in the Ground Lease presently held by Declarant shall be assigned to the Association, upon the recording of the deed transferring Declarant's interest in the -last condominium unit to a unit owner. other than Declarant; upon which occurrence the Association shall assume and fulfill all of the terms, conditions, rights and obligations of the Ground Lease. Purchasers of hangar units shall automatically be deemed sublessees; .provided, however, the City of Aubum reserves the right to approve the Association documents and to approve the assignment of the Ground Lease to the Association. After assignment of the Ground Lease by Declarant to the Association, the Association shall then become- and be the sole representative of the Unit Owners with regard to all dealings with the City of Aubum. Following the conveyance of the last unit by Declarant to a third party, and whether or not such assignment has then been made by Declarant to the Association, the Association shall pay, from the common expense fund, the Ground Lease payments due to the City of Auburn. At such time that Declarant has sold the last Unit to a Unit Owner other than Declarant, the Declarant shall have no further liability or responsibility to the Ground Lease, after which, the Unit Owners and the Association shall be the sole lessee under the Ground Lease. F. Additional Phases. In the event that Phase II is constructed and is added to the Condominium, Phase II shall be subject to the Ground Lease. Monthly rent owing to the City of Auburn under the Ground Lease for Phase II will be added to the monthly amount under the Ground Lease for Phase I. All common expenses payable by the Association, shall be assessed proportionately to each unit owner and all of the two phases, if Phase II is added to the Condominium. G. Default Under Ground Lease. As set forth hereinabove and in Article XII, the Association shall collect from each Unit Owner, as part of said Unit Owner's common expense assessments, such Unit Owner's allocated share of the total rental owed to the City of Auburn under the Ground Lease. The failure of the Association to pay rent to the City of Auburn as and when due and/or the failure of the Association to perform any other term or condition under the Ground Lease will entitle the City of Auburn to terminate the Ground Lease, which termination shall result in the forfeiture of any and all right, title and interest in the Ground Lease and the leasehold created thereby which is then held by the Association, the Unit Owners, their mortgagees and/or Declarant. 10 H. Consent. Under the Ground Lease and elsewhere in this Declaration, the consent of the City of Aubum to certain activities or conduct of Declarant, the Association and the Unit Owners is required. Where such consent is required, it must be evidenced in writing, but shall not be unreasonably withheld. ARTICLE VI Common Elements Except as otherwise specifically reserved, assigned or limited by the provisions of Article VI1, the Common Elements of the Condominium, the exact locations to be determined from the Survey Map and Plans, consist of the following: 1. The leasehold interest in the parcel of land described in Schedule "A" hereto, which has been included in this Condominium by this Declaration. 2. The foundations, columns, girders, studding, joists, beams, supports and all other structural parts of the building to the boundaries of each Unit as the boundaries are defined herein, and any replacements thereto. 3. The entire systems for central utility services, such as power and light, including all lines, pipes, cables, conduit and other accessories, up to and including the breaker panel box in each unit. 4. The tanks, pumps, motors, fans, compressors, ducts and, in general, all apparatus and installations existing for. common use. 5. The areas which surround and provide access to the building, to the extent the same be a portion of the land described on Schedule "A". 6. All other parts of the Real Property necessary or convenient to its existence, operation, maintenance and safety. ARTICLE VII Limited Common Elements A. Description. The Limited Common Elements are defined as those portions of the Common Elements which are reserved for the exclusive use of one or more Units, to the exclusion of other Units. Because of the nature of construction of this Condominium, the bi-fold doors and track doors shall be considered Limited Common Elements included at the present time. Any further Limited Common 11 Elements will not be created absent an amendment to the Declaration and Survey Map and Plans. B. Boundaries of Interior Limited Common Elements. The actual boundary of each Limited Common Element bounded by exterior walls shall be the airspace, non-bearing walls and partitions, and all other fixtures and improvements lying within the exterior walls and shall include the interior surfaces of the exterior walls surrounding each Limited Common Element and the interior surfaces of the bearing walls and bearing columns serving more than the subject Limited Common Element. The boundary of each such Limited Common Element shall be measured to the stud walls and #o the structural portions of the floors and ceilings; accordingly, the boundaries of a Limited Common Element bounded by exterior walls shall include all lath, furring, wallboard, plasterboard, plaster, paneling, tiles, paint, finished flooring and any other materials constituting any part of the finished surfaces of the walls,. floors and ceilings. All other portions of the walls, floors and ceilings shall be a part of the Common Elements. C. Boundaries of Other Limited Common Elements. In the event that such be ,created in the future, the actual boundary of each Limited Common .Element not bounded by exterior walls shall be the common boundary of .the adjoining Unit, if applicable, as defined in Article IV, Section B hereof, and the common boundary with Common Elements, as more fully depicted in the Survey Map and Plans. D. Applicable Easements. In the event that such be created in the future, all Limited Common Elements shall be subject to the easements specified in Article XIX. ARTICLE VIII Allocated Interests in Common Elements A. Phase I. The total allocated interests of the Condominium and the allocated interest assigned to each of the seventeen (17) Units within the Condominium are expressed in Schedule "C." The allocated interests of each Unit as so expressed include the value of the Unit and the value of percentage interest of each such Unit in the Common Elements. The allocated interest assigned to each Unit as listed in Schedule "C" are based on relative values to establish the allocated interest required by the Act. The allocated interests assigned to each Unit are determined on the basis of the total square footage of each Unit divided into the aggregate square footage of all of the Units. Upon the joinder of Phase II to the Condominium, if applicable, the allocated interests assigned to the original seventeen (17) Units in Phase I shall be diluted, in order that the aggregate allocated interests assigned to all of the thirty-five (35) Units in the Condominium, including those additional eighteen (18) Units added by Phase I1, the 12 total is one hundred percent (100%). B: Phase I1. As a part of the amended .Declaration recorded upon the joinder of Phase II, if applicable, each new Unit added to the Condominium as a portion of Phase II shall have allotted to it its allocated interest in the Common Elements. The allocated interest of each Unit as so expressed, shall include the value of the Unit, the value of any limited Common Elements assigned to such Unit, if any, and the value of its undivided interest in the Common Elements. The allocated interest assigned to each of such new Units shall also be determined on the basis of the total square footage of such new Unit divided into the aggregate square footage of all Units within the Condominium, including the eighteen (18) Units created hereby and each and every additional Unit hereafter added to the Condominium as identified in each such amended Declaration. The purpose for this method is to insure a uniform and equitable method of calculating the percentage of allocated interest of each new Unit added to the Condominium, both in relation to each of such new Units and released unto each of the Units which were a portion of the Condominium in Phase I. Further, as is stated in Section A hereof, the allocated interest assigned to each pre-existing Unit in the Condominium shall be diluted upon the addition to the Condominium of Phase II, in order that the aggregate of the allocated interest assigned to each of the then existing Units shall at all times total one hundred percent (100%). ARTICLE IX Use• Regulation of Uses; Architectural Uniformity A. Aviation Purposes. The Units shall be used primarily for aviation purposes, by the Owner thereof, or by those utilizing the Unit pursuant to a lease or rental agreement with the Owner or othen-vise under a grant of authority- from the Owner. Any such use of the Units and the Common Elements shall be carried on in strict compliance with the permissible uses authorized by the Ground Lease, and no activity shall be carried on which would constitute a violation of any term or condition of the Ground Lease, specifically, but not limited to airframe or power plant maintenance or repair except those allowed by aircraft owner under FAA Chapter 130. B. Unit Rental. The Owner of a Unit, including Declarant, a mortgagee in possession, or any successor in interest thereto, may lease or rent a .Unit on a month- to-month basis or for a longer term. Any lease or rental agreement for a Unit shall be in writing and by its terms shall provide that such lease is subject, in all respects, to the provisions of this Declaration, the Bylaws, any rules and regulations of the Association and the City of Auburn, any amendments thereto and the Ground Lease with the City of Auburn. Any such lease or rental agreement shall provide that any failure by a tenant to comply with the terms contained in said documents shall be a default under the 13 terms of said lease or rental agreement and shall be a basis for termination thereof. The Association shall approve the form of all lease and rental agreements of Units to insure compliance. with the provisions hereof. Each Owner shall notify the Association and the City of Aubum in writing within five (5) business days following the execution of any lease or rental agreement covering a Unit of the identity, telephone numbers and addresses of each tenant/lessee, of the type and FAA registration number of any aircraft which will be occupying the Unit and of the duration of the lease/rental agreement. The Owner of a Unit so leased or .rented shall at all times be responsible and liable to the Association for all acts or neglect of the lessee/tenant. C. Vehicle Parking. Parking of any motor vehicle at any location within the Condominium is subject to the limitation that no such motor vehicle shall obstruct in any fashion the free passage of aircraft nor the free. passage of vehicles and/or pedestrians to and from other Units. Unit owners, and their tenants and. guests, may park their motor vehicles within their respective Units while operating their aircraft exterior to their Units; however, Units are not to be used as a parking garage for motor vehicles. Any motor vehicle parked at any location within the Condominium shall be operable. The board may require removal of any inoperable or unsightly vehicle and/or other equipment or item improperly stored within the Condominium. If the same is not removed by the responsible owner, the board may cause the removal thereof at the risk and expense of the Unit owner thereof. D. Driving Area and Walkways. Driving areas, walkways, corridors and parking areas within the Common Elements shall be used exclusively for normal transit, and no obstructions shall be placed thereon except by express written consent of the Association. E. Interior Unit Maintenance and Alterations. The Owner of each Unit shall, at the sole expense of such Unit Owner, have the right and the duty to keep the interior of such Owner's Unit and the equipment, appliances and appurtenances for such Unit in good order, condition and repair and shall perform all interior maintenance necessary to maintain the good appearance and condition of such Unit. The Owner of each Unit shall be responsible for the maintenance, repair or replacement of any. plumbing .fixtures, water heaters, fans, heating or other equipment, doors, electrical fixtures or appliances which may be in or connected with the Owner's Unit, unless the same have been defined as Common Elements. No Owner of a Unit shall commit or permit waste of such Unit and/or of the Common Elements, and the liability in the event of such occurring shall be at the sole cost and expense of the responsible Unit Owner. This Section shall not be construed to permit any interference with or damage to the structural integrity of the building or interference with the use and enjoyment by others of the Common Elements and/or other Units, nor shall it be construed to limit the powers or obligations of Declarant or of 14 the Association. F. Limited Common Elements. Limited Common Elements shall be for the sole and exclusive use of a designated Unit or designated Units, although the use, condition, maintenance and appearance of such Limited Common Elements shall be regulated pursuant to this Declaration, the Bylaws and the rules and regulations of the Association. Performance of maintenance or repair work for such Limited Common Elements shall be carried out by the Association and not by the Unit Owner to which such Limited Common Elements may be assigned. G. Exterior Appearance. in order to preserve a uniform exterior appearance of the building and base structure, and of the Common Elements, the Board may require and provide for the painting and other exterior finish of the exterior surfaces of .the Common Elements, may prescribe the type and color for such decorative finishes and may prohibit, require or regulate any modification of the exterior surfaces of the Common Elements. All trash from a Unit shall be placed in containers which shall be kept in garbage collection areas designated by the Association. H. Effect on Insurance. Nothing shall be done or kept in any Unit or in the Common Elements which will increase the rate of, or cause the cancellation of, insurance for the Condominium. I. Signs. No sign of any kind shall be displayed to the public view on or from any Unit or from the Common Elements without the consent of the Board, pursuant to the rules and regulations adopted thereby, except as provided in Article II, Section C, nor without the consent of the City of Aubum. J. Unit Activity. No offensive activity shall be carried on in any Unit or in the Common Elements, nor shall anything be done which may be or become an annoyance or nuisance to others using the building or to the public. No commercial activity shall take place within any Unit, including commercial maintenance of aircraft;. provided, however, that work or maintenance to an aircraft owned solely by the Unit Owner is not considered commercial activity. Nothing shall be altered or constructed in the Common Elements except upon the prior written consent of the Association and, if applicable, the City of Auburn. Nothing shall be done or carried on in a Unit or within the Condominium which is in violation of any applicable law or regulation and/or any term or condition of the Ground Lease. 1n order to insure the structural integrity of the building, at all times that the. door to a Unit is not required to be unlocked for operational purposes, the same shall be locked to avoid damage from high winds.. Unit owners hereby acknowledge and agree that any animals brought to the Condominium must be kept under control by means of a leash or a cage. The Condominium will not allow Unit owners or their guests to allow animals and/or pets to roam freely around the Condominium and will not allow pets andJor animals to roam freely within any Unit 15 within the Condominium. K. Bylaws, Rules and Regulations. The Association may adopt reasonable additional provisions in the Bylaws or in the rules and regulations of the Association as necessary or advisable to insure compliance with, and to supplement, the foregoing provisions. Each Unit Owner shall comply in all respects therewith. ARTICLE X Unit Owners' Association In order to provide for administration of the Condominium, an entity shall be created which shall be called the "Auburn Hangars Owners' Association" in accordance with the following terms and conditions: A. Form of Association. The Association shall be organized as a nonprofit mutual corporation in accordance with the provisions of RCW Chapter 24.06 not later than seven (7) days following the date of recording of this Declaration. B. Membershia. 1. Qualification. Each Unit Owner (including. Declarant) shall be a member of the Association and shall be entitled to one membership for each Unit so owned; provided, that if a Unit has been sold on contract, the contract purchaser shall exercise the rights of the Unit Owner for purposes of the Association, this Declaration; the Bylaws and the rules and. regulations of the Association, except as hereinafter limited, and shall be the voting representative unless otherwise specified. Ownership of a Unit shall be the sole qualification for membership in the Association. 2. .Transfer of Membershiu. Association membership of each Unit Owner (including Declarant) shall be appurtenant to the ownership of a Unit and shall not be assigned, transferred, pledged, hypothecated, conveyed or alienated in any way except upon the transfer of title to said Unit and then only to the Purchaser of such Unit. Any attempt to make a prohibited transfer shall be void. Any disposition of a Unit shall operate automatically to transfer the membership in the Association appurtenant thereto to the new Unit Owner thereof. C. Voti n . 1. Number of Votes. The total voting power of all Unit Owners shall be 100 votes and the total number of -votes available to the Owner or Owners of any one Unit shall be equal to pro rata percentage of the allocated -interest of each Unit rounded to the nearest one-hundredth of one percent, including the joinder of Phase II, 16 if applicable. 2. Votinct. There shall be one (1) voting representative for each Unit. Declarant shall be considered a "Unit Owner", as that term is used herein, and shall be the voting representative with respect to each Unit owned by Declarant. In the event that the Association is the Owner of any Unit, the Association shall not be entitled to cast the votes allocated to such Unit. If a Unit Owner (including Declarant) owns more than one Unit, such .Unit Owner shall have the votes for each Unit so owned. The voting representative shall be designated by the Owner or Owners of each Unit by written notice to the Board and need not be a Unit Owner. The designation shall be revocable at any time by written notice to the Board from the Owner of the Unit, by actual notice to the Board of the death of the Unit Owner or of the voting representative, by written notice from the lawful holder of a power of attorney of a Unit Owner or by the guardian of any judicially-declared incompetent Unit Owner. This power of designation and revocation may be exercised by the guardian of a Unit Owner and by the administrator or executor of a Unit Owner's estate. Where no designation is made, or where a designation has been made but is revoked and no new designation has been made prior to any meeting, no vote may be cast for such Unit other than by the Unit Owner thereof. 3. Joint Unit Owner Disputes. The vote of a Unit must be cast as a single lot, and fractional votes of such Unit's allocated vote shall not be allowed. In the event that joint Owners of a Unit are unable to agree among themselves as to how their vote shall be cast, they sha11 lose their right to vote on the matter in question. In the event more than one vote is cast for a particular Unit, none of said votes shall be counted and said votes shall be deemed void. 4. Pledged Votes. If a Unit Owner is in default under a first mortgage on the Owner's Unit for ninety (90) consecutive days or more, the first Mortgagee of the Unit shall automatically be authorized to declare at any time thereafter that such Unit Owner has .pledged such Unit Owner's vote on all issues to such Mortgagee during the continuance of the default. In the alternative, if the Board has been notified that a Unit Owner has pledged such Unit Owner's vote to a Mortgagee, or in the event that the Owner of the Unit has otherwise pledged his vote regarding special matters to a Mortgagee under a duly recorded mortgage, only the vote of such Mortgagee will be recognized in regard to the special matters upon which the vote is so pledged, if a copy of the instrument with such pledge has been filed with the Board. Amendments to this subsection shall only be effective upon the written consent of all the voting Unit Owners and their respective mortgagees, if any. D. Meetings. Audits. Notices of Meetings. Annual Meeting. There shall be an annual meeting of the Unit 17 Owners in the first quarter of each fiscal year of the Association at such reasonable place and time as may be designated by written notice from the Board delivered personally or by first class mail, postage prepaid, to all Unit Owners not less than ten (10) days nor more than fifty (50) days prior to the date fixed for said meeting. The notice concerning such annual meeting shall state the time and place of the meeting and the items on the agenda to be voted on by the Unit Owners, including the general nature of any proposed amendment to this Declaration or the Bylaws or any proposal to remove a Director or an Officer. At the annual meeting, there shall be presented a report of the financial condition of the Association, itemizing the total receipts and disbursements for the just expired fiscal year, the allocation thereof to each, Unit, and the estimated common expenses and required assessments, including the allocation thereof to each Unit,, for the fiscal year commencing. 2. .Special Meetings. Special meetings of-the Unit Owners may be called at any time, for the purpose of considering matters which by the terms of the Act, of this Declaration, of the Articles of Incorporation or the Bylaws require the approval of all or some of the Unit Owners or for any other reasonable purpose. Such meetings shall be called by written notice from the President of the Association upon the decision of the President, or after written request signed by a majority of the Board, or by written request signed by the Unit Owners having at least twenty percent (20%) of the total votes, which notice shall be delivered not less than ten (10) days nor more than fifty (50) days prior to the date fixed for said meeting. The notice shall specify the date, time and place of the meeting and shall include an agenda of the matters to be considered, including the general nature of any proposed amendment to the Declaration or to the Bylaws, changes in the previously approved budget that result in a change in assessment obligations and any proposal to remove a director or officer. 3. Audits. The Board at any time, or by written request of Unit Owners having at least forty percent (40%) of the total votes, may require -that an audit of the Association. and management books be presented at any special meeting. A Unit Owner, at such Owner's own expense, may at any reasonable time make an audit of the books of the Board and the Association. E. BYLAWS OF ASSOCIATION. 1. Adoption of Bylaws. Initial Bylaws for the administration of .the Association and the Condominium, and for other purposes not inconsistent with the Act or with this Declaration, shall be adopted by Declarant. Amendments to the Bylaws may be adopted by the Association at an annual or special meeting of the Association upon concurrence of voting Unit Owners holding sixty percent (60%) of the total voting power. 2. Bylaw Provisions. The Bylaws shall contain provisions consistent 18 with this Declaration and the Act and may contain supplementary, but not inconsistent, provisions .regarding the operation and administration of the Condominium, the Association and the Board. The Bylaws shall establish provisions for quorum, ordering of meetings and details regarding the giving of notice as required for the proper administration of the Association and the Condominium. The Bylaws shall specifically provide for: a. The number, qualifications, powers and duties, terms of office, and the manner of electing and removing members of the Board of the Association and filling the vacancies thereof; b. The election by the Board of Directors of such officers of the Association as the Bylaws specify; c. Which, if any, of the powers of the Board of Directors or of the officers of the Association may be delegated to other persons or to a managing agent thereof; d. Which, if any, of the officers of the Association may prepare, execute, certify and record amendments to this Declaration on behalf of the Association; and e. The method of amending the Bylaws. ARTICLE XI Management of the Condominium A. Powers of the Association. The Association shall be empowered to: 1. Adopt and amend Bylaws, rules and regulations. 2. Adopt and amend budgets for revenues, expenditures and reserves and impose and collect regular and special assessments for common expenses from Unit Owners. 3. Hire, discharge or contract with managing agents or other employees, agents and independent contractors. 4. Institute, defend or intervene in litigation or administrative proceedings in its own name on behalf of itself or two or more Unit Owners on matters affecting the Condominium. 19 . 5. Make contracts and incur liabilities. 6. Regulate the use, maintenance, repair, replacement and modification of Common Elements. 7. Cause additional improvements to be made as part of .the Common Elements. 8. Acquire, hold, encumber, lease and convey in its own name any right, title or interest to real or personal property; provided, however, that Common Elements may be conveyed or subjected to a security interest only if the Owners of Units to which at least Eighty (80%) percent of votes in the Association are allocated, including Eighty (80%) percent of .the votes allocated to Units not owned by Declarant or an affiliate thereof, agree to that action. Proceeds of any such sale or financing shall be an asset of the Association. 9. Grant easements, leases, licenses and concessions through or over the Common Elements. 10. Impose and collect any assessments, fees or charges for the use, rental or operation of the Common Elements and for services provided to individual Unit Owners. 11. Impose and collect charges .for late payment of assessments as _ hereinafter provided and, after notice and an opportunity to be heard by the Board and in accordance with such procedures as provided herein, in the Bylaws and/or rules and regulations adopted- by the Board, levy reasonable fines for, violations of this Declaration, the Bylaws and/or the rules and regulations of the Association in accor- dance with the previously established schedule thereof adopted by the Board and furnished to the Unit Owners. 12. Impose and collect reasonable charges for the preparation and recording of amendments to this Declaration and the Survey Map and Plans, for the preparation and delivery of statements of delinquent assessments and the preparation and delivery of any other documents required of the Association incident to the sale, lease or rental of any Unit, including resale certificates required by RCW 64.34.435, as presently in force or as hereafter amended. 13. Provide for the indemnification of its officers and the members of its Board and to maintain directors' and officers' liability insurance. 14. Assign its right to future income, including the right to receive common expense assessments, except as otherwise limited herein. 20 15. Exercise any other powers conferred by the Act, this Declaration or the Bylaws. 16. Exercise any other powers granted by the state of Washington to a nonprofit corporation consistent with the provisions hereof. 17. Exercise any other powers necessary and proper for the governance and operation of the Association. B. Management by the Board. Administrative power and authority of the Association shall vest in a Board of Directors. The number of directors shall be spe- cified in the Bylaws and shall be sufficient to handle adequately the affairs of the Association. The Board .may delegate all or any portion of its administrative duties to a manager, managing agent and/or officer of the Association, in such manner as provided in the Bylaws. The Board shall elect a president, vice-president, secretary and treasurer, together with such other officers as shall be deemed to be required from. time to time, each of whom shall perform such duties as are required of them as provided in the Bylaws of the Association. C. Election of the Board. 1. Declarant shall appoint and shall remove the members of the Board and the officers from the time of creation of the Board until the earliest to occur of the following: (a) Sixty (60) days after conveyance to Unit Owners other than Declarant of seventy-five (75%) percent of the total number of Units which may be created within the Condominium by Declarant; (b) two years after the last disposition of a Unit by Declarant, except as security for a debt; (c) two (2) years after the development right to add new Units under Phase II to the Condominium was exercised by Declarant; (d) the date on which Declarant records an amendment to the Declaration pursuant to which Declarant voluntarily surrenders the right to appoint and remove officers and members of the Board. Following the occurrence of the first of such events, all steps shall commence leading to the complete transfer of control of the Association to the Unit Owners as set forth hereafter and further as required in RCW 64.34.312, as presently in force or as hereafter amended. 2. Irrespective of the provisions in Subsection 1 above, not later than sixty (60) days after conveyance of twenty-five (25%) percent of the total number of Units which may be created within the Condominium by Declarant to Units Owners, at least one member and not less than twenty-five (25%) percent of the members of the Board shall be elected by Unit Owners other than Declarant, and not later than sixty (60) days after conveyance of fifty (50%) of the total number of Units which may be created within the Condominium by Declarant to Units Owners, at least thirty-three and 21 one-third (33-1/3%) percent of the members of the Board shall be elected by Unit Owners other than Declarant. 3. Within thirty (30) days after the termination of the period of Declarant control of the Board, as identified within Subsection 1 above, the Units Owners shall elect the Board, which shall consist of at least three (3) members and each of whom shall take office upon election. The Board shall elect its officers, each of whom shall also take office upon election. D. Authority of the Board. 1. The Board, for the benefit of the Condominium and the Unit Owners, shall enforce -the provisions of this Declaration, the Articles of Incorporation, the Bylaws and the rules and regulations, if any, of the Association, shall insure full performance by the Association of the obligations imposed on the Association by the terms of the Ground Lease of Phase I and by the terms of the Ground Lease for Phase II, as may hereafter be applicable, shall have all powers and authority permitted to the Board under the Act, other applicable law and this Declaration, and shall acquire and shall pay for, out of the common expense fund hereinafter provided for, all goods and services requisite for the proper functioning of the Condominium, including, but not limited to, the following: (a) Any necessary utility services as required for the Common Elements. (b) Policies of insurance or bonds providing coverage for fire and other hazards, liability for personal injury and property damage, and for fidelity of Association officers, directors and other employees, as the same are more fully required hereafter and in the Bylaws. (c) The service of persons or firms as required to manage properly the affairs of the Condominium to the extent deemed advisable by the Board, as well as such other personnel as the Board shall determine are necessary or proper for the operation and maintenance of the Common Elements, whether such personnel are employed directly by the Board or are furnished by the designated manager or management firm or agent. (d) Legal and accounting services necessary or proper in the operation of the Association affairs, administration of the Common Elements or the enforcement of this Declaration. Accounts will be maintained by an acceptable software program by an experienced, licensed, and insured, bookkeeper. (e) Painting, maintenance, repair and improvements of the 22 Common Elements (and Limited Common Areas as applicable), and such accessories and equipment for the Common Elements as the Board shall determine are necessary and proper, and the Board shall have the exclusive right and duty to acquire the same for the Common Elements. (f) Any other materials, supplies, labor, services, maintenance, repairs, structural alterations and/or insurance which the Board is required to secure by law, or which in its opinion shall be necessary or proper for the operation of the Common Elements and for the enforcement of this Declaration; provided, that if for any reason such materials, supplies, labor, services, maintenance, repairs, structural altera- tions and/or insurance are provided for particular Units or their Unit Owners, the cost thereof shall be specifically charged to the Owners of such Units. (g) Maintenance and repair of any Unit, its appurtenances and appliances, if such maintenance or repair is reasonably necessary in the discretion of the Board to protect the Common Elements or preserve the appearance and value of the Condominium, if the Owner of said Unit has failed or refused to perform -said maintenance or repair within a reasonable time after written notice of the necessity of said maintenance or repair has been delivered by the Board to the Unit Owner; provided, that the Board shall levy a special charge against the Unit Owner and the Unit for the cost of such maintenance and repair. (h) The Board may also pay any amount necessary to discharge any lien or encumbrance levied against the Condominium or any part thereof which is claimed to, or which may, in the opinion of the Board, constitute a lien against the Condominium or against the Common Elements, rather than merely against the interest therein of particular Unit Owners: Where one or more Unit Owners are responsible for the existence of such lien, they shall be jointly and severally liable for the cost of discharging it, and any costs and expenses (including court costs and attorney fees) incurred by the .Association by reason of such lien or liens shall be specially charged against the Unit Owners and the Units responsible to the extent of their responsibility. (i) The Board's- powers hereinabove enumerated are limited to the extent that the Board shall have no authority to acquire and pay for out of the common expense fund capital additions and improvements (other than for purposes of restoring, repairing or replacing portions of the Common Elements) having a total cost in excess of One Thousand Dollars ($1,000.00), without first obtaining the affirmative vote of the Unit Owners holding a majority of the voting power present or represented at a meeting called for such purpose, or if no such meeting is held, then the written consent of voting Unit Owners having a majority of the voting power; provided that any expenditure or contract for each capital addition or improvement in excess of Ten Thousand Dollars ($10,000.00) must be approved by Unit Owners having not less than 23 Sixty-Six and Two-Thirds percent (66-2/3%) of the total voting power. Q) Nothing herein contained shall be construed to give the Board authority to conduct an active business for profit on behalf of all the Unit Owners or any of them, which is expressly prohibited. (k) The Board shall have the exclusive right to contract for all goods and services, payment of which is to be made from the common expense fund. The Board may delegate such powers subject to the terms hereof. (!) The Board may, from common expense fund of the Association, acquire and hold. in the name of the Association, for the benefit of the Unit Owners, tangible and intangible personal property and real property, or any interest therein, and may dispose of the same by sale or otherwise; and the beneficial interest in such property shall be owned by the Unit. Owners in the same proportion as their respective interests in the Common Elements, and such property shall thereafter be held, sold, leased, rented, mortgaged or otherwise dealt with for the benefit of the Association as the -Board may direct. The Board shall not, however, in any case acquire by lease or purchase real or personal property for a price in excess of One Thousand. Dollars ($1,000.00), without first obtaining the affirmative vote of the Unit Owners holding a majority of the voting power present or represented at a meeting called for such purpose, or if no such meeting is held, then the written consent of voting Unit Owners having a majority of the voting power; provided; that any lease or purchase real or personal property for a price in excess of Five Thousand Dollars ($5,000.00) must be approved by. Unit Owners having not less than Sixty-Six and Two-Thirds percent (66-2/3%) of the total voting power. (m) The Board and its agents or employees may enter any Unit or Limited Common Elements, if existing, when necessary in connection with any maintenance, repair and construction, or in order to insure compliance with the provisions of the Ground Lease, for which the Board is responsible or in the event of an emergency. Such entry shall be made with as little inconvenience to the Unit Owner or tenant as practicable and upon prior notice if circumstances permit. Any' damage caused thereby shall be repaired by the Board out of the common expense fund if the entry was due to an emergency or for the purpose of maintenance or repairs to Units where the repairs were undertaken by or under the direction or authority of the Board (unless the emergency or maintenance was caused or necessitated by the Owner of the Unit entered, in which case the cost shall be specially charged to the Unit Owner whose Unit is entered). (n) Each Unit Owner, by the mere act of becoming an Owner of a Unit, shall irrevocably appoint the Board as such Owner's attorney-in-fact, with full power of substitution, to take such action as is reasonably necessary to perform 24 promptly the duties of the Association and Board hereunder, including but not limited to the duties to maintain, repair and improve the Common Elements, the Limited Common Elements, if applicable, to deal with a Unit upon damage or destruction and to secure insurance proceeds. 2. In the discharge of its duties and in the exercise of its powers as set forth in Section 1, but subject to the limitations set forth therein (including Subsections 1 (i) and (I)), the Board may borrow funds on behalf of the Association and in order to secure the repayment thereof may encumber, subject to the limitations set forth in this Declaration, the Common Elements, Association funds and the allocated interest of each Unit Owner therein. ARTICLE Xll Maintenance, Common Expense and Common Expense Liabilitx; Special Assessments A. Common Expenses. Common expenses include those expenses defined in the Act and in Article I, Section 8 hereof, specifically those expenses incurred by the Association in the operation, management and administration of the Condominium pursuant to the provisions hereof or as otherwise required or permitted by the provisions of this Declaration or the Bylaws. B. Annual Budget of Common Expenses. Prior to the annual meeting of Unit Owners each fiscal year, the Board shall estimate the common expenses which it anticipates will be incurred during the fiscal year commencing and determine the regular assessments and any special assessments required to be paid to the Association for such fiscal year; shall make provision for creating, funding and maintaining reasonable reserves for contingencies, operations, repairs, replacement and acquisition of Common Elements; and shall take into account any expected income and any surplus available from the expired fiscal year's operations. The determination and collection of assessments for the first year of operation of the Condominium shall be made by Declarant. The Board may also, from time to time, impose such special assessments as may be determined to be necessary by the Board, subject to the restrictions set forth herein and/or in the Bylaws. If the sum estimated and budgeted for a particular fiscal year at any time proves to be inadequate for any reason (including nonpayment of certain Unit Owners' assessments), the Board may at any time levy a further assessment. The annual budget and proposed assessments determined by the Board shall be reviewed by the Unit Owners at the annual meeting of the Association, or at any special meeting called for such purpose, and shall be deemed approved unless the same be rejected by a majority of the votes cast, subject to the quorum limitations set forth in the Bylaws of the Association. 25 C. Payment by Unit Owners. Each Unit Owner shall pay assessments made pursuant to this Article to the Treasurer of the Association at such intervals as the Board shall designate. Any unpaid assessments shall bear interest at the maximum rate specified in RCW 19.52.020 then permitted in the state of Washington from the due date until paid. D. Purpose. All funds collected hereunder shall be expended for the purposes designated in or permitted by this Declaration, the Bylaws or the Act. E. Separate Accounts. The Association's Treasurer, at his or her discretion may maintain separate accounts for current operations, reserves and a special insurance reserve account for payment of insurance and bond premiums. If the Treasurer, in his or her discretion, so elects to keep separate accounts for current operations, reserves and a special insurance reserve account, upon receipt. of payments for assessments, the Treasurer shall first deposit to the insurance reserve account that portion of the common expense assessments necessary to pay the total cost of premiums of atl of the insurance and bond coverage then in effect required to be paid from such periodic assessments, and such insurance reserve account shall be- held separately and inviolate until utilized for payment of such premiums. The remainder of the assessments collected may be utilized for payment of other common expenses or deposited or credited to other accounts. All such assessments and other Association revenues shall be collected .and held in trust for, and administered and expended for the benefit of, the Association. F. Based on Percentage. Except for certain special assessments which may be levied against particular Units under the provisions of this Declaration, all assessments for common expenses shall be assessed to Units on the basis of the percentages set forth in Schedule "C" hereof and any amendments thereto; subject to any variation and assessments for Ground Lease payments required to be made to the City of Aubum for each phase, as hereinabove described in Article V, Section F. G. Failure to Determine Assessments. The failure of the Association to fix assessments for the fiscal year commencing at the annual meeting shall not be deemed to constitute a waiver or modification in any respect of the provisions of this Declaration or release any Unit Owner from the obligation to pay the assessment or any installment thereof, but the amount of assessment fixed for the preceding year shall continue in force until a new assessment is fixed. Following the determination being made regarding the amount of assessments for such fiscal year, each Unit Owner shall, as a portion of such Owner's first payment of the monthly or periodic assessments to the Association, include therein such sums equal to the difference between the amount of assessments previously paid for such fiscal year and the actual amount determined to be required by the Association. 26 H. Limited Purpose Common Expenses. Any common expense which benefits only some, but not all, of the Units shall be assessed only against such benefited Units and shall be paid by the Owner or Owners of, of assessed against, such Unit or Units in proportion to the amount of the total expense incurred in the operation, maintenance, repair or replacement of each such Unit. If a judgment is entered against the Association at any time, assessments for the payment of such judgment shall be made against only those Units which were a part of this Condominium at the date of entry of such judgment. Finally, if the Board determines that a common expense is incurred by the Association as the result of any one or more Units Owners, but not all of the Unit Owners, the assessments to pay such common expense may be allocated only to the Units owned by such Owners who are determined by the Board to be responsible and not to Units owned by Owners who are determined not to be responsible. I. Records. The Board shall cause to be kept complete and accurate books and records of all receipts and expenditures, specifying and itemizing the maintenance and repair expenses of the Common Elements and any other expenses incurred, together with any additional information which may from time to time be determined to be required by the Board. Such books and records, together with vouchers authorizing payments, shall be available for examination by the Unit Owners, and by their mortgagees, attomeys or agents, at any reasonable times upon reasonable notice. All books and records shall be kept in accordance with generally accepted accounting principles. At least one copy of the annual financial statement and report of the Association will be provided by the treasurer and shall be furnished to each Unit Owner and to any mortgagee requesting the same within one hundred and twenty (120) days following the end of the fiscal year covered thereby or as soon thereafter as the same may be completed. J. Lien Indebtedness. All assessments shall be joint and several personal debts and obligations of each and every Owner of any Unit against which the same are assessed as of the time the assessment is made and shall be collectible as such. The amount of any assessment, whether regular or special, assessed to any Unit and to the Owner thereof, plus interest at the maximum rate specified in RCW 19.52.020 then permitted in the state of Washington from the due date until paid, and the costs, including reasonable attomeys fees incurred by the Association, shall be a lien upon such Unit and the allocated interest in the Common Elements thereof. Such lien arising from the nonpayment of such assessments shall have priority over all other liens and encumbrances, recorded or unrecorded, except as such priority is limited by the provisions of the Act and this Declaration. Irrespective of the existence of such lien, a suit by the Association to recover a money judgment against any Unit Owner or Unit Owners arising from such unpaid assessments may be maintained without foreclosure of such lien and without waiving the future enforceability of such lien. 27 K. Certificate of Assessment. A certificate executed and acknowledged by the Treasurer or by the President of the Association, or by the authorized agent thereof, stating the amount of such indebtedness for assessments, or the lack thereof, attribu- table to any Unit shall be conclusive upon the Association as to the amount of such indebtedness on the date of such certificate, in favor of all persons who rely thereon in good faith, and such a certificate shall be furnished to any Unit Owner or to any Mortgagee of a Unit within a reasonable time after request, in recordable form, subject to a reasonable fee for the preparation thereof. Unless othervvise prohibited by law, any Mortgagee of a Unit may pay any unpaid assessments payable with respect to such Unit, and upon such payment such mortgagee shall have a lien on such Unit for the amount so paid of the same priority as the lien of the mortgage of such mortgagee. L. Security Deposit. In the event that a Unit Owner has twice been delinquent for at least thirty (30) days in the payment of assessments due to the Association, a Unit Owner may be required by the Board, in the discretion of the Board, to make and maintain a security deposit with the Association not in excess of three months' assessments, which may be collected as are other assessments. Such a security deposit shall be held in a separate fund, credited to such Unit Owner, and resort may be had thereto at any time when, and in the event, that such Unit Owner is ten (10) or more days delinquent in paying his monthly or other periodic assessments. M. Foreclosure of Assessment Lien. The Association may commence an action to foreclose the lien of any delinquent assessments judicially in accordance with the provisions of RCW Chapter 61.12 or nonjudicially in accordance with the provisions of RCW Chapter 61.24. If the subject Unit be rented or leased by the Unit Owner to a third party, the Association in such foreclosure action shall be entitled, upon application. therefor- and due notice thereof, to the appointment of a receiver to collect the periodic rent, which receiver may, if said rental not be paid,. obtain possession of the Unit, refurbish it for rental to a reasonable standard for- rental Units in this type of Condominium, and then rent the Unit or permit its rental to others. Rental income collected therefrom shall be applied as follows: First to the payment of expenses of the receivership (including reasonable attorney's fees incurred therein); second to reimburse the cost of refurbishing the Unit; third to costs, attomey's fees and charges incurred by the plaintiff in the foreclosure action; and fourth to the payment of the delinquent assessments and any interest accrued thereon. Any judgment rendered against a Unit Owner in such foreclosure proceeding, receivership proceeding or any other action required to collect such delinquent assessments, shall include a reasonable sum for attorney's fees and all other costs and expenses reasonably incurred in preparation for or in prosecution of said action, in addition to taxable costs permitted by law. N. Rental Units. If a Unit is rented by the Unit Owner, in lieu of the commencement of lien foreclosure proceedings, the Association may collect, and the 28 tenant or lessee thereof shall pay over to the Association, so much of the rental for such Unit as is required to pay any amounts due to the Association hereunder, plus interest and costs, if the same are delinquent more than thirty (30) days. Such tenant shall not have the right to question payment to the Association, and such payment to the Association will discharge the tenant's duty of payment of rent to the Unit Owner, to the extent such rent is actually paid to the Association, but will not discharge the liability of the Unit Owner for the payment of assessments or operate as an approval of the lease or rental agreement by which such tenant maintains occupancy. The Association shall not exercise this power in the event that a receiver has been appointed. O. Remedies Cumulative. The remedies provided herein are cumulative, and the Board, on behalf of the Association, may pursue them concurrently. In addi- tion, the Association shall have such other and further remedies as may be provided by law, although the same not be expressed herein. ARTICLE XIII Insurance A. Insurance Coverage. There shall be maintained at common expense a policy or policies of insurance, and bonds as required, to provide, to the extent that the same be available, the following coverages: 1. Real Property Insurance. A "master" or "blanket" policy of property insurance in an amount equal to the full replacement value of the Condominium property, including all building service equipment and any fixtures or equipment within. the Units which are financed subject to a mortgage, with an "Agreed Amount Endorsement" or its equivalent, a "Demolition Endorsement" or its equivalent and, if necessary, an "Increased Cost of Construction Endorsement" or "Contingent Liability from Operation of Building Laws Endorsement" or its equivalent; such insurance to afford protection against at least loss or damage by fire and other hazards covered by a standard Extended Coverage Endorsement, including debris removal costs, costs of demolition, vandalism, malicious mischief, windstorm and water damage and such insurance to meet all requirements of the City of Aubum as set forth in the Ground Lease. 2. Liability Coverage. A comprehensive policy of public liability insurance covering all of the Common Elements with a "Severability of Interest Endorsement" or equivalent coverage or provisions which preclude the insurance carver from denying the claims of a Unit Owner because of the negligent acts of the Association or any other Unit Owner, with such limits as may be determined to be necessary, but in any event not less than as required by the City of Aubum per occurrence and in the aggregate; such coverage to include protection against water 29 damage liability, liability for non-owned or hired automobiles, liability for personal injury, including medical payments, death and damage to property of others. 3. Other Coverage. Additional coverage may also. be obtained for such other risks as shall, in the sole determination of the Board, customarily be required with respect to projects similar in construction, location and use, or as may be required to facilitate lending by mortgagees, or as may be required pursuant to law or other applicable governmental requirements. B. Additional Policy Provisions. Any insurance obtained pursuant to the provisions hereofi shall be subject to the following provisions and limitations if, and to the extent, the Board is able to purchase policies and endorsements affecting such provisions and limitations. 1. Named Insured. The named insured under any such policies shall be the Association, as trustee for the Unit Owners, each of the Unit Owners each in accordance with the percentages established in this Declaration with respect to liability arising out of each Unit Owner's allocated interest in the Common Elements and/or membership in the Association, and the City of Auburn as an additional insured. The Association shall have exclusive authority to negotiate settlement of losses under said policies. 2. Contribution. In no event shall the insurance coverage. obtained and maintained pursuant to the provisions hereof be brought into contribution with insurance purchased by Unit Owners or by their mortgagees. 3. Absence of Association Control. Such policies of insurance shall provide that coverage shall not be prejudiced by (a) any act or neglect of Unit Owners when andlor if such act or neglect is not within the control of Declarant or the Association nor unless such Unit Owners are acting within the scope of such Unit Owners' authority on behalf of the Association, or (b) by failure of Declarant or the Association to comply with any warranty or condition with regard, to any portion of the premises over which Declarant or the Association has control. 4. Cancellation. All policies shall provide that coverage may not be canceled or substantially modified without at least thirty (30) days prior written notice to any and all insureds named therein, including mortgagees or their servicing agents. 5. Waiver of Subrogation, Co-Insurance and Acts of Insured. All such policies shall contain a waiver of subrogation by the insured as to any and all claims against Declarant, in its capacity as a Unit Owner, against the Association, or any Unit Owner, Unit Owners and/or their respective agents, mortgagees, employees or tenants, and of any defenses based on co-insurance or upon invalidity arising from the 30 acts of the insured. 6. Primary Insurance. If at the time of an insured loss, there is other insurance in force in the name of a Unit Owner covering the same loss, the Association's policy shall provide primary insurance. C. Mortgagee Clause. Each applicable policy of insurance shall contain a standard mortgagee clause which shall: 1. Define Mortgagee. Provide that any reference to a mortgagee in such policy shall mean and include all holders of a mortgage on a Unit, or a lease or sublease thereof, in their respective order and preference, whether or not named therein. 2. Protect Mortgagee. Provide that such insurance as to the interest of any mortgagee shall not be invalidated by any act or neglect by the Board, the Unit Owners, the Association or any persons acting under authority of any of them. 3. Waive Certain Requirements. Waive any provision invalidating such mortgagee clause by reason of the failure of any mortgagee to notify the insurer of any hazardous use or vacancy of a Unit, any requirement that the mortgagee pay any premium thereon and any contribution clause. 4. Recognize Named Insured. Provide that, without affecting any protection afforded by such mortgagee clause, any proceeds payable under such policy shall be payable as required herein. D. Fidelity Bond Coverage. The Association may, at the option of the Board, maintain fidelity coverage to protect against dishonest acts on the part of its officers, directors, agents and employees and all others who handle, or are responsible for handling, funds of the Association. If obtained, such fidelity coverage shall, to the extent reasonably obtainable, meet the following requirements: 1. Obligee. All fidelity bonds shall name the Association as the obligee. 2. Amount. Such fidelity bonds shall be written in an amount equal to at least Fifty Percent (50%) of the estimated annual operating expenses of the Association, including reserves. 3. Waiver of Defense. Such fidelity bonds shall contain waivers of any defense based upon the exclusion of persons who serve without compensation from any definition of "employee" or similar terms. 31 ~. 4. Cancellation. Such bonds shall provide that they shall not be canceled or substantially modified without at least thirty (30) days prior written notice to any affected mortgagee or its servicing agent. E. Insurance Proceeds. Insurance proceeds payable for damage or destruction to any part of the Condominium shall be paid to the Association as trustee for the Unit Owners, Mortgagees of the Units and/or of the Condominium. The Association, acting through its Board, shall have the authority to settle and compromise any claim under insurance obtained by the Association, and the insurer may accept a release and discharge of liability #rom the Board on behalf of the named insureds under the policy and any affected mortgagee.. Subject to the terms of the Ground Lease, no provision of this Declaration -shall entitle the Owner of any Unit, or any third party, to priority over the Mortgagee of a Unit with respect to the distribution of any insurance proceeds. F. Unit Owners' Policies. Any Unit Owner may obtain additional insurance respecting his Unit, to the extent permitted by law, at such Unit Owner's own expense. Each Unit Owner is required to notify the Board of all improvements by the Unit Owner to such Owner's Unit which are in excess of $1,000.00. Any Unit Owner who obtains an individual insurance policy covering any portion of the Condominium, other than personal property belonging to such Unit Owner, is required to file a copy of such policy or policies. with the Board within thirty (30) days following the purchase thereof, and the Board shall .immediately review the effect of such policy with the Board's insurance agent. Each Unit Owner shall be responsible for maintaining insurance on the contents of such Owner's Unit, any additions and improvements to such Unit, the personal property therein maintained and the personal property of the Unit Owner situated at any other location within the Condominium. ARTICLE XIV Damage or Destruction; Reconstruction A. Determination by the Association. In the event of damage or destruction to any part of the Condominium, the Association, through the Board or through its authorized agent, shall promptly, and in any event within twenty (20) days after the date of damage or destruction, make the following determinations with respect to such damage or destruction, employing such advice is deemed available: (1) The nature and extent of the damage or destruction, together with an inventory of the improvements and property directly affected; (2) A reasonably reliable estimate of the cost to repair and restore the 32 damage and destruction, which estimate shall, if reasonably practicable, be based upon two or more firm bids obtained from responsible licensed parties; (3) The anticipated insurance proceeds, if any, to be available from insurance covering the loss based on the amount paid or initially offered by the insurer; (4) The amount, if any, that the estimated cost of repair and restoration exceeds the anticipated insurance proceeds; and, (5) Whether the Board or its authorized agent recommends that such damage or destruction shag be repaired or restored. B. Notice of Damage or Destruction. The Board shall promptly, and in all events within thirty (30) days after the date of damage or destruction, provide Unit Owners and each affected mortgagee with a written notice summarizing the initial determination made pursuant to Section A above. If the Board fails to so do within thirty (30) days, then the Unit Owners or any affected mortgagees, or both, if applicable, may make the determination required pursuant to this Section B. PROVIDED, HOWEVER, that if it is determined that such damage or destruction does not exceed thirty-three percent (33%) of the then-new replacement cost thereof, then the Association shall effect such repair and reconstruction of the improvements damage or destroyed to substantially their condition prior to such damage or destruc#ion. C. Definitions: Restoration: Emergency Work. (1) As used in this Article, the words "repair", "reconstruct", "rebuild" or "restore" shall mean restoring the improvements to substantially the same condition in which they existed prior to the damage or destruction, with each Unit and the Common Elements having substantially the same vertical and horizontal boundaries as before. Modifications to conform to then applicable governmental rules and regulations or available means of construction may be made. (2) As used in this Article, the term "emergency work" shall mean that work which the Association deems reasonably necessary to avoid further damage, destruction or substantial diminution in value to the improvements and reasonably necessary to protect Unit Owners and the Association from liability because of the condition of the site. D. Restoration bx the Association. (1) The Association shall promptly repair and restore the damage and destruction, use available insurance proceeds for same, and pay for the actual cost of repair and restoration in excess of insurance proceeds received as a common expense. 33 All insurance proceeds available for such repair and restoration shall be used for such purpose until all such proceeds are exhausted, and such insurance proceeds shall not be paid to others or applied for other purposes until payment for all repair and restoration expenses has been made in full. Excess insurance proceeds may be distributed to Unit Owners and affected mortgagees as their interests may appear. (2) The Association shall have the authority to employ architects and attorneys, to advertise for bids, to let contracts to contractors and others, and to take such other action as is reasonably necessary to effectuate the repair and restoration. Contracts for such repair and restoration shall be awarded when the Association, by means of insurance proceeds -and sufficient assessments, has provided for the total cost thereof. (3) The Association may enter into a written agreement in recordable form with any reputable financial institution or trust or escrow company or such similar firm or institution to act as an insurance trustee to adjust and settle any claim for loss or for such firm or institution to collect the insurance proceeds and carry out the provisions of this Article. E. Decision Not to Restore: Disposition. Any damage or destruction to the Condominium, or any portion thereof, shall be repaired or restored promptly by the Association unless: (1) the Condominium is terminated; (2) repair or replacement would be illegal under any state or local health or safety statute or ordinance; or (3) eighty (80%) percent of the Unit Owners, including every Owner of a Unit which will not be rebuilt, vote not to rebuild. If all of the damaged or destroyed portions of the Condominium are not repaired or replaced and subject to the provisions of the Ground Lease: (1) the 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; (2) the insurance proceeds attributable to Units which are not rebuilt shall be distributed to the Owners of those Units, or to mortgagees as their interests may appear; and (3) the remainder of the insurance proceeds shall be distributed to all of the Unit Owners or mortgagees as their interests may appear, in proportion to the allocated interest assigned to each such Unit. If the Unit Owners vote not to rebuild any Unit, that Unit's allocated interest shall be automatically reallocated as if the Unit had been condemned under Article XV hereof, and. the Association promptly shall prepare, execute and record an amendment to this Declaration reflecting the reallocations. Notwithstanding any other provision hereof, in the event that the Condominium is terminated, the distribution of insurance proceeds shall be governed by the provisions of RCW 64.34.268, as presently adopted or as hereafter amended. 34 ARTICLE XV Condemnation A. Consequences of Condemnation; Notices. If at any time during the continuance of the Condominium pursuant to this Declaration, all or any part of the Condominium shall be taken or condemned by any public authority or sold or otherwise disposed of in lieu of or in advance of such taking, the provisions of this Article shall apply, and notice of the proceeding or proposed acquisition shall promptly be given to each Unit Owner and to each mortgagee. B. Proceeds. All compensation, damages or other proceeds from such taking, the sum of which is called in this Declaration the "condemnation award", shall be payable proportionately to Unit Owners. C. Complete Taking. In the event that the entire Condominium is taken or condemned, or is sold or othewise disposed of in lieu. of or in avoidance thereof, the Condominium form of ownership pursuant hereto shall terminate. The condemnation award shall be apportioned among the Unit Owners in proportion to their respective allocated interests in the Common Elements; provided, that if a standard different from the value of the Condominium as a whole is employed, to measure the condemnation award in negotiations, judicial decree or otherwise, then in determining such apportionment the same standard shall be employed to the extent it is relevant and applicable. Any such condemnation award shall, before it is distributed to Unit Owners in accordance with their respective percentage of allocated interests in the Common Elements, be used first to pay all mortgages and liens on the Condominium and on the Units, for which the Association or the Unit Owners as a whole are responsible; then be used to pay all mortgages and liens on each Unit within the Condominium to the extent of the pro rata portion of the award otherwise distributable to the Unit Owner to which such mortgage or lien attaches. D. Partial Taking. In the event that less than the entire Condominium is taken or condemned, or is sold or otherwise disposed of in lieu of or in avoidance thereof, the Condominium form of ownership hereunder shall not terminate. The Unit Owners shall be entitled to a share of the condemnation award to be determined in the following manner: (1) As soon as practicable, the Association shall, reasonably and in good faith, allocate the condemnation award between compensation, damages and other proceeds. (2) The Association shall first apportion the amounts so allocated to the taking of, or injury to, the Common Elements, which in tum shall be apportioned 35 between the Unit Owners in proportion to the Unit Owners' respective allocated interests in the Common Elements. (3) The total amount allocated to severance damages shall then be apportioned to the Units which were not taken or condemned. (4) The respective amounts allocated specifically to the taking of, or injury to, any Unit and/or improvements the Unit Owner had made within such Unit shall be allocated to such Unit. (5) The amount allocated to consequential damages and any other takings or injuries shall be apportioned as the Association determines to be equitable in the circumstances. (6) If an allocation of the condemnation award is already established in negotiations, judicial decree or otherwise, then in allocating the condemnation award the Association shall employ such allocation to the extent it is relevant and applicable. (7) Distribution. of~ apportioned proceeds shall be made to the Unit Owners and the Unit Owners' respective mortgagees in the manner provided in Section C of this Article. E. Reductions of Units Upon Partial Taking. In the event that (a) a partial taking occurs which, pursuant to Section D of this Article, does not result in a termination of Condominium hereunder, and (b) at least one (1) Unit is taken or condemned and (c) the condemning authority elects not to hold, use and own said Unit. subject to and in accordance with this Declaration, then the provisions of this Section E shall take effect immediately upon the condemning authority taking possession of the Unit or Units so taken or condemned: (1) The Units subject to this Declaration shall be reduced in number to those which were not so taken or condemned. (2) The Common Elements subject to this Declaration shall be reduced to the remaining Common Elements not so taken or condemned. (3) The percentage of allocated interests in the Common Elements shall be recalculated so that the adjusted allocated interest assigned to each Unit not so taken or condemned shall retain the same percentage of undivided interest in the Common Elements in relation to the other remaining Units, but the percentage of each remaining Unit shall be recalculated in order. that the total of such percentages shall equal one hundred percent (100%). 36 (4) Except with respect to the share of proceeds apportioned pursuant to Section D of this Article, no Unit Owner or Mortgagee of any Unit so taken or condemned. shall have any right, title, interest, privilege, duty or obligation in, to or with respect to the Association or all, or any portion of, the Condominium which remains subject to this Declaration and which is not so taken or condemned. (5) Except as otherwise expressly provided in this Section E, the rights, title, interests, privileges, duties and obligations of Unit Owners and Mortgagees of the Units not so taken or condemned (and in, to or with respect to the Association and the Common Elements) shall continue in full force and effect as provided in this Declaration. (6) The provisions of this Section E shall be binding upon and inure to the benefit of the Unit Owners and all Mortgagees of (and other persons having or claiming to have any interest in) any Unit. All such Unit Owners, mortgagees and other persons covenant to execute and deliver any documents, agreements or instruments (including, but not limited to, appropriate amendments to the Declaration, Survey Map and Plans) as are reasonably necessary to effectuate the provisions of this Section E. F. Reconstruction. and Repair. Any reconstruction and repair necessitated by condemnation shall be governed by procedures specified in Article XIV; provided, however, the Association may retain and apply such portion of the condemnation award as is necessary to discharge any liability for any special assessment arising from the operation of such Article. ARTICLE XVI Limitation of Liability A. Liability for Utility Failure and Certain Personal and Real Property Damage. Except to the extent covered by insurance pursuant to Article XII1, neither Declarant, the Board, the Association or the Unit Owners shall be liable to each other for injury or damage to persons or property caused by the elements or other events of nature, or resulting from electricity, water, rain, dust or sand which may leak or flow from outside or from any parts of the building, or from any pipes, drains, conduit, 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 assessments shall be claimed or allowed for such injury or damage or for such inconvenience or discomfort. This Section shall not be interpreted to impose any form of liability by implication upon any Unit Owners. B. No Personal Liability. If the Unit Owners, the Association, the Board, 37 their agents and/or Declarant have acted in good faith, without willful or intentional misconduct, upon the basis of such information as may be possessed by such person or entity, then such persons or entities shall not be liable to any Unit Owners or to any other party, 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 are actually and fully covered by insurance obtained pursuant to Article XIII, nor shall it apply to the extent prohibited by the Act or the Ground Lease. C. Indemnification. .Each Officer, Director or other person or committee member duly authorized by the Association, by the Board or by Declarant to manage this Condominium and/or the Association, when exercising the powers and duties of the Board and/or of an officer, shall be indemnified by the Unit Owners against all expenses and liabilities, including attorney's fees, reasonably incurred or imposed in connection with any proceeding to which he or it may be a party, or in which he or it may become involved, by reason of holding or having held -such position, whether or not he or it holds such position at the time such expenses or liabilities are incurred, except in such cases wherein such person is adjudged guilty of willful misfeasance or malfeasance in the performance of his or its duties; provided, that in the event of a settlement, the indemnification shall apply only when the Unit Owners approve such settlement before it becomes binding upon the party being indemnified hereunder. D. Indemnification of City of Auburn. Without limiting the indemnification provided under the Ground Lease, the Association shall indemnify and hold harmless the City of Auburn, its Council Members, agents and employees from any and all claims, demands, damages, liabilities and expenses, including attorney's fees incurred as a result of the creation. and operation of this Association. ARTICLE XVII Mortgagee Protection A. Priority of Mortgages. Notwithstanding all other provisions of this Declaration and except as limited by the provisions of the Act, the liens created under this Declaration upon each Unit for assessments shall be subject to and subordinate to any real property tax liens attaching to such Unit and against any mortgages which were given in good faith and- for value against the Unit. When such mortgagee or other purchaser obtains possession of the Unit as a result of mortgage foreclosure, such mortgagee or other purchaser shall not be liable for the common expense liability chargeable to the Unit which became due prior to the date on which such foreclosing mortgagee was legally entitled to complete such foreclosure and take possession of the Unit, but shall be liable for the common expense liability relating thereto accruing after such date. For the purposes of this Article, the term "mortgages" shall not include real 38 estate contracts; and the term "mortgagee" shall not include a real estate contract vendor or the assignee of a vendor of a real estate contract regarding such Unit. B. Abandonment. of Condominium Status. Except when acting pursuant to the provisions of the Act involving damage, destruction or condemnation, or as otherwise provided in RCW 64.34.268, . no Unit Owner shall, without the prior written consent of .the first Mortgagee of the Unit, seek to abandon the Condominium status of the project. C. Partitions. Subdivisions and Combinations. Except as -provided in Article XX, no Unit Owner shall partition, subdivide or combine a Unit, or abandon, partition, subdivide, encumber or sell any Common Elements, or accept any proposal to do so, without the unanimous approval of the first Mortgagees of the affected Unit(s). D. Change in Percentages. Except as provided in Article XXI, the Unit Owners shall not amend the Declaration to materially change the percentage of allocated interest assigned to any Unit, without the prior written approval of all first Mortgagees of the Units affected by such change or amendment. E. Copies of Notices. In the event the Association gives a Unit Owner any notice that such Unit Owner has for more than thirty (30) days failed to meet any obligation under the Condominium documents, including the obligation to pay assessments, the Association shall also give a copy of such notice to any Mortgagee of such Unit who has requested to be so notified. F. Effect of Declaration Amendments. No amendment of this Declaration shall be effective to modify, change, limit or alter the rights expressly conferred upon mortgagees in this instrument with respect to any unsatisfied mortgage duly recorded, unless the amendment shall be approved in writing by the affected mortgagee, except for those amendments which relate to a merger of the Condominium with other parcels and those amendments relating to the conformance of Survey Map and Plans with actual construction. Any provision of this Declaration conferring rights upon mortgagees which is inconsistent with any other provision of this Declaration or the Bylaws shall control over such other inconsistent provisions. G. Insurance. The Mortgagee of a Unit has the right to demand, by written request, the following: (1) That a copy of any insurance policy or evidence thereof which is intended to cover the Unit on .which such mortgagee has a lien be provided by the Association. (2) That any insurance carrier give the Association and any and all 39 insureds (including such mortgagees) at least thirty (30) days' written notice before canceling, reducing the coverage or limits of or otherwise substantially modifying, any insurance with respect to such property on which such mortgagee has a lien (including cancellation for a premium non-payment). (3) That written notice be provided by the Association of any loss or condemnation affecting Common Elements, if such loss or condemnation exceeds Ten Thousand Dollars ($10,000.00). (4) That written notice 6e provided by the Association of any loss, damage or condemnation affecting the Unit in which such mortgagee has an interest, if such loss, damage or condemnation, exceeds One Thousand Dollars ($1,000.00). H. Inspection of Books. A Mortgagee of a Unit shall be entitled .upon reasonable notice to inspect at reasonable hours during weekdays all of the books and records of the Association, and, upon request, to receive an annual financial statement of the Association within ninety (90) days following the end of any fiscal year of the Association. ARTICLE XVIII Mortgagee's Right After Foreclosure 1n the event any Units are conveyed to the Mortgagee of the Condominium in lieu of foreclosure, or the Mortgagee of the Condominium obtains possessory rights, legal title or purchaser's certificates to the Units and interests appurtenant thereto not sold by Declarant, then said mortgagee will be liable for only that portion of any assessment against such Units so owned by the mortgagee (or to which the mortgagee has a certificate of purchase) for which Declarant would be liable; provided, that in no event will the mortgagee be liable for any past due assessments which accrued or became due prior to the time the mortgagee obtained possession by foreclosure or by deed in lieu of foreclosure and provided, further, that if at any time the Mortgagee of the Condominium grants, rents or leases such Units or any portion thereof, the Mortgagee of the Condominium shall be liable only for the common expense liability for Units or the portions thereof that the mortgagee grants, rents or leases. ARTICLE XIX Easements A. General. In addition to rights under the Act, each Unit is hereby granted an easement in and through each of the other Units .and all of the Common Elements, for all support elements and utility, wiring, heat, sewer, storm drainage, water and 40 service elements, and for reasonable access to same, as required to effectuate and continue proper operation of the Condominium. Without limiting the foregoing, each of the Units and all Common Elements are specifically subject to an easement for the mutual benefit of each other for all duct work or ventilation stacks. In addition, each of the Units and all the Common Elements are specifically .subject to easements as required for any utility systems, wiring, conduit, cable and/or any similar distribution systems, and all other similar equipment for the benefit of each Unit and the entire Condominium. The specific mention or reservation of any easement in this Declaration does not limit or negate the general easement for the benefit of Declarant as reserved by the Act. B. Easements and Rights Reserved. Declarant hereby reserves non- exclusive easements over, across and through each Unit and the Common Elements for the benefit of itself, its successors and assigns and the Association. The reserved easements are for ingress to and egress from the Units and for access to, over and under the Common Elements of the Condominium in order to connect and utilize any utility systems, wiring, conduit, cable and/or any similar distribution systems, and all other similar equipment, -now established or hereafter to be built in the Condominium and to insure compliance with the provisions of the Ground Lease. Such reservations in favor of Declarant are -also expressly for the purpose of allowing the completion of the balance of the improvements within either Phase land/or Phase II subsequent to the submission of such phases as a part of the Condominium and for the purpose of allowing the completion of Phase II prior to the submission of the same as a part of the Condominium, but are not limited to such purpose. The easements reserved .hereby shall not be exercised in a manner that will overload or materially impair the use and enjoyment of any Unit in the Condominium. Declarant further reserves an easement over, under, across and through the Common Elements for the benefit of itself, its successors and assigns and the Association for the purpose of remodeling, refurbishing or construction of other improvements, reserving to Declarant and to such others the right to create all reasonable noise, clutter,- dirt and debris as may be necessary in completing said construction, subject to the obligations to remove the same upon completion. C. Encroachments. Each Unit and all Common Elements are hereby declared to have an easement over all other Units and all of the Common Elements for the purpose of accommodating any encroachment due to engineering errors, errors in original construction, settlement or shifting of the building or any other similar cause, and any encroachment due to building overhang or projection. There shall be valid easements for the maintenance of said encroachments so long as they shall exist, and the rights and obligations of Unit Owners shall not be altered in any way by said encroachment, settling or shifting; provided, however, that in no event shall a valid easement for encroachment be created in favor of any Unit Owner if said encroachment results due to the willful act or acts of such Unit Owner or his agent. In the event any 41 Unit or Common Elements are partially or totally destroyed, and then repaired or rebuilt, the adjacent Unit Owners agree to grant an easement for changes in the structure required by law at the time of such repair or rebuilding. The foregoing encroachments shall not be construed to be encumbrances affecting the marketability of title to any Unit. ARTICLE XX Procedures for Subdivision or Combination Except as provided in Article XVII, subdividing, adjusting and/or combining of the Units or Common Elements are subject to the following provisions: A. Procedure. Subdivision, adjustments to and/or combining of any Unit or Units or Common Elements are authorized only as follows: 1. Any Owner of any Unit may propose in writing to the Association any subdividing, adjusting or combining of a Uni# or Units, together with complete plans and specifications for accomplishing the same and proposed amendments to the Declaration and the Survey Map and Plans covering such subdividing, adjusting or combining, and the Association shall then notify all other Unit Owners of the requested subdivision, adjustment or combination. 2. Upon written approval of such proposal by seventy-five (75%) percent of all Unit Owners, the unanimous written approval of all -Unit Owners whose allocated interests are to be adjusted, the written approval of seventy-five percent (75%) of the first Mortgagees of all Units and unanimous written approval of the first Mortgagee(s) of the Unit(s) to be combined, adjusted or subdivided, the Unit Owner making the proposal may proceed according to such plans and specifications; provided, that the Board may in its discretion (but it is not mandatory that the Board exercise this authority) require that the Board administer the work, that provisions be made for the protection of other Units and the Common Elements and/or that reasonable deadlines for completion of the work be inserted in the contracts for the work. 3. The changes in the Survey Map and Plans and the changes in the Declaration shall be placed of record as amendments to the Survey Map and Plans and Declaration as soon as practical and shall be effective upon recording. The amendment to the Declaration must include the signature or signatures of the Unit Owner or Owners of the Unit or Units to be subdivided, adjusted or combined, together with signatures of authorized representatives of the City of Aubum confirming its consent thereto, assign an identifying number to each Unit created or excluded the identifying number of any Unit eliminated, and reallocate the allocated interests formerly allocated to the subdivided, adjusted or combined Unit or Units to the new Unit or Units 42 in any reasonable and equitable manner prescribed by the Owner or Owners of the subdivided, adjusted or combined Unit or Units. B. Costs. Any Unit Owner who is authorized to proceed with such subdivision, adjustment or combination shall bear the entire cost of amending and recording the Survey Map and Plans and Declaration, as well as all costs associated with any approved renovations incident thereto, and such Unit Owner. shall indemnify and hold the Association and all other Unit Owners harmless on account thereof. ARTICLE XXI Amendment of Declaration, Survey Map, Plans A. Declaration Amendment. Amendments to the Declaration shall be made by an instrument in writing entitled "Amendment to Declaration of Aubum Hangars Leasehold Condominium", which instrument shall set forth the entire amendment. Except as othewise specifically provided for in this Declaration, any proposed amendment must be approved by the Association. Amendments shall be adopted at a meeting of such Unit Owners and first Mortgagees of Units only if approved unanimously by Unit Owners particularly affected, by such other Unit Owner necessary to aggregate ninety (90%) percent of the allocated interests in the Condominium, and by all of the affected first Mortgagees of Units, as set forth in Article XVII, or without a meeting if all Unit Owners and such mortgagees have been notified and the above- stated percentages of the Unit Owners and mortgagees consent in writing to such amendment. An amendment when adopted shall bear the signature of the President of the Association and shall be attested to by the Secretary of the Association, each of whose signatures shall be acknowledged, together with the written consent of the City of Aubum thereto. Amendments shall be effective upon recording. Any decision changing the allocated interest of any Unit, except as provided herein, shall require the approval of all Owners of that Unit, and any such amendment affecting the allocated interests shall be by unanimous consent of all Unit Owners actually affected by such change. Any amendment to this Declaration will be completely effective to amend any or all of the covenants, conditions or restrictions contained herein which are intended to be affected, unless otherwise specifically provided in the section being amended or the amendment itself. 6. Survey Map and -Plans Amendment. Except as otherwise provided herein, the Survey Map and Plans may be amended by completion of revised versions or revised portions thereof, such amendment having been approved as a part of any amendment to the Declaration as provided for herein. Such amendment to the Survey Map and Plans shall be effective upon recording in conjunction with the Declaration amendment. 43 C. Discontinuance of Condominium. Any decision or failure to act by the Unit Owners under this Declaration or any applicable provision of law which intends or requires discontinuance of this Condominium or removal of the Real Property from the provisions of the Act, shall, if such decision or failure to act is sufficient with respect to the Act, also terminate and discontinue the effect of any and all of the covenants, conditions, restrictions and reservations set forth herein, and all provisions of the Survey Map and Plans, unless other specific provision is made by recorded amendments to the Declaration and, if required, to the Survey Map and Plans; provided, however, that no such termination shall be sought or accomplished other than with full compliance with the provisions of RCW 64.34.268, as presently adopted or as hereafter amended. The discontinuance of the Condominium shall not, however, in any fashion terminate the obligation of the Association to continue to fulfill the terms of the Ground Lease with the City of Aubum. As such, each Unit Owner, as of the date of discontinuance of the Condominium, shall continue to be subject, to the extent of the allocated interest- assigned to such Owner's Unit, to the satisfaction of the balance of the obligations owing to the City of Auburn from and after the date of discontinuance of the Condominium. ARTICLE XXII Compliance with Declaration A. Enforcement. Unit Owners shall comply with the provisions of this Declaration, the Bylaws and the rules and regulations adopted by the Association, all as the same may be lawfully amended from time to time, with all decisions adopted pursuant to this Declaration, the Bylaws -and such rules and regulations and with all of the provisions of the Ground Lease with the City of Aubum. Failure to comply shall be grounds for relief, which may include, without limitation, an action to recover sums due for damages, injunctive relief, foreclosure of a lien, or any combination of same. B. No Waiver of Strict Compliance. The failure of any Unit Owner or of the Association in any one or more instances to insist upon strict compliance with any of the terms, covenants, conditions or restrictions of this Declaration, the Bylaws or with any rules and regulations adopted, or to exercise any right or option 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 such term, covenant, condition or restriction, but the same shall remain in full force and effect. The receipt and acceptance by the Association of any payment of an assessment from a Unit Owner, with knowledge of any such breach by such Unit Owner, shall not be deemed a waiver of such breach, and no waiver by the Association or the Unit Owners of any provision in this Declaration shall be deemed to have been made unless expressed in writing and signed by the Board, on behalf of the Association, or by all of the, or by the affected, Unit Owners. 44 This Section shall also extend to the managing and authorized agents of the Association and of any Unit Owners exercising the power of their respective principals. C. Cost and Attorney Fees. In any proceeding arising because of an alleged default by any Unit Owner with respect to any provision of this Declaration, the prevailing party shall be entitled to recover the cost of the proceeding, the cost of title search, if any, and all other related costs and reasonable attorney's fees incurred in such proceedings and in any appeals taken therefrom. ARTICLE XXIII Interpretation A. Liberal Construction. The provisions of this Declaration shall be liberally construed to effectuate the purpose of creating a uniform plan for development, construction and operation of this Condominium pursuant to the laws of the state of Washington and in accordance with the other provisions of this Declaration. B. Consistent with Act. The terms such as, but not limited to, "Unit", "Unit Owners", "Association", "Building", "Common Elements", "Common Expenses", "Limited Common Elements", and "Real Property", used in this Declaration are intended to have the same meaning given in the Act unless the context clearly requires othervvise. C. Covenant Running With Land. This Declaration shall be operative as a set of .covenants running with the land and/or as equitable servitudes, supplementing and interpreting the Act, and operating independently of the Act should the Act be, in any respect, inapplicable. D. Unit and Building. Boundaries. For interpreting the Survey Map and Plans, the existing physical boundaries of the building and each Unit, as constructed, shall be conclusively presumed to be their respective boundaries. E. "Person". When interpreting the term "person" in this Declaration, the singular may. include the plural and the masculine may include the feminine, or vice versa, where the context so permits or requires. F. Declarant-Original Unit Owner. Declarant is.the original Owner of the Units and will continue to be deemed the Unit Owner except as conveyances or documents changing such ownership are filed for record with appropriate authorities. 45 ARTICLE XXIV Miscellaneous A. Severability. The provisions hereof shall be deemed independent and severable, and the invalidity or partial invalidity or unenforceability of any one provision ' or portion thereof shall not affect the validity or enforceability of any other provision. hereof, if the remainder complies with the Act or as covenants affect the common plan... B. Effective Date. This Declaration shall take effect upon recording. C. Reference to Survey Map and Plans. The Survey Map and Plans of the Condominium referred to herein were filed with the King County Auditor, simultaneously with the recording of this Declaration, under File No. (~ Y DATED this ~6 ~ day of X11 ~,~ , 2003, at 5~o n ,Washington. DECLARANT: HU INC. G . B Ister, ident STATE OF WASHINGTON ) ss. COUNTY OF ) On this day personally appeared before me Gary E. Bolster, to me known to be the President of HU Inc., the corporation that executed the foregoing instrument, and acknowledged the 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 the said instrument. GIVEN under my hand and ...., ,,. _ - - : NOV 30, 2006 : - Z= =N• ~- ; O, %y~;•. ~' U 13 L1G .' ~ .,~~~~'OF I~AS~~~,,• day of 2003. f' t Named -~.~ c~.h ~•e `'t - c Y' u ty p ~ ~ otary Public 'nand for the state of Washington Residing at ~ ~ ~+-~-~- My commission expires: ~V' O D 46 Acknowledged only for the purposes required by RCW 64.34.220(1) CITY OF AUBURN ~ By f~Hett~-A-4et~ef 1~ayor By N/A Council Member By N/A Council Member STATE OF WASHINGTON ) ss. COUNTY OF xn~ ) On this i ~'~ .day of April , 2003, before me, the undersigned, a notary public in and for the State of Washington, duly commissioned and sworn, personally appeared Peter s. Lewis kncxnm to be the Mayor -- known-to-fie'-~thE Get~it-A~er~befs-of the City of Auburn, the. municipal corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein mentioned, and on oath stated that tt ~e~ authorized to execute the same on behalf of said municipal corporation. WITNESS my hand and official seal hereto affixed the day and year first above written. ~- : ~ ~,p •, ~ ~a ~ : v ~....® vy : d ~: ~Ci~.lC ,° 1~~~~t~~sF~a~ ~~~ Print Name: T rr~,~ ~} • ~o-~-h ~/ Notary Public in .and for the State of Washington Residing at K,w~~ ~ My commission expires /w- 9 r v ~ 47 SCHEDULE "A" BEGINNING- AT THE NOTHERNMOST NORTHEASTERLY .CORNER OF CITY OF AUBURN SHORT PLAT NUMBER SP 15-81 AS RECORDED UNDER KING COUNTY AUDITOR'S FILE NUMBER 8207299002; THENCE SOUTH 00°39'02" WEST ALONG THE EAST BOUNDARY OF SAID CITY OF AUBURN SHORT PLAT NUMBER SP 15- 81, ADISTANCE OF 576.95 -FEET; THENCE NORTH 89°21'30" WEST, 63.16 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 89°21'30" WEST 425.40 FEET; THENCE NORTH 00°32'18° EAST, 110.00 FEET; THENCE SOUTH 89°21'30" EAST, 425.62 FEET TO THE POINT OF CURVE OF A CURVE CONCAVE TO THE SOUTHWEST AND HAVING A RADIUS OF 23:00 FEET; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 36.13 FEET TO THE POINT OF A TANGENCY; THENCE SOUTH 00°39'27"WEST, 64.01 FEET TO THE POINT OF CURVE OF A CURVE CONCAVE TO THE NORTHWEST AND HAVING A RADIUS OF 23.00 FEET; THENCE SOUTHWESTERLY ALONG. THE ARC OF .SAID CURVE A DISTANCE OF 36.13 FEET TO THE POINT OF TANGENCY AND THE TRUE POINT OF BEGINNING. SITUATE IN THE SOUTHWEST QUARTER OF SECTION 6, TOWNSHIP 21 NORTH,. RANGE 5 EAST, W.M. CONTAINING 49,110 SQUARE FEET (1.127 ACRES) MORE OR LESS. v SCHEDULE "B" BEGINNING AT THE NORTHERNMOST NORTHEASTERLY CORNER OF CITY OF AUBURN SHORT PLAT NUMBER SP 15-81 AS RECORDED UNDER KING COUNTY AUDITOR'S FILE NUMBER 8207299002; THENCE SOUTH 00°39'02" WEST ALONG THE EAST BOUNDARY OF SAID. CITY OF AUBURN SHORT PLAT NUMBER SP 15- 81, ADISTANCE OF 441.29 FEET; THENCE NORTH 89°21'30" WEST, 62.47 FEET TO THE TRUE POINT OF BEGINNING;. THENCE CONTINUING NORTH 89°21'30" WEST 426.36 FEET; THENCE NORTH 00°32'18" EAST, 110.00 FEET; THENCE SOUTH 89°21'30" EAST, 426.58 FEET TO THE .POINT OF CURVE OF A CURVE CONCAVE TO THE SOUTHWEST AND HAVING A RADIUS OF 23.00 FEET; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 36.13 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 00°39'27 WEST, 64.01 FEET TO THE POINT OF CURVE OF A CURVE CONCAVE TO THE NORTHWEST AND HAVING A RADIUS OF 23.00 ,FEET; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 36.13 .FEET TO THE POINT OF TANGENCY AND THE TRUE POINT OF BEGINNING. SITUATE IN THE SOUTHWEST QUARTER OF SECTION 6, TOWNSHIP 21 NORTH, RANGE 5 EAST, W.M. CONTAINING 49,216 SQUARE FEET (1.130 ACRES) MORE OR LESS SCHEDULE "C" UNIT # 12-1 SQUARE FOOTAGE 32Q6 DESCRIPTION Each of the-Units contains square footage herein identified, computed in accordance with the methodology set forth on the face of the Survey Map and Plans and in accordance with the methodology set forth in Article IV hereof. Each hangar is constructed of steel framing and metal exterior with exterior sliding doors.. Each Unit is horizontally bounded by the 2 inch by 6 inch partition studs in the walls and to interior surface of the exterior sliding door. Each Unit is vertically measured from the exposed concrete floor surface to the lower portion of the bottom of the structural beam. 12-2 12-3 12-4 12-5 12-6 12-7 1285 1934 1285 1291 1285 1291 ~~ h ,~ ~~ ~~ ~~ SCHEDULE "C" (cont.) UNIT # SQUARE FOOTAGE 12-8 1020 12-9 1478 12-10 1020 12-11 1160 12-12 1020 12-13 1020 12-14 1020 12-15 1020 . 12-17 1020 12-19 1530 DESCRIPTION .. n ., u u r SCHEDULE "C" (cont.) UNIT # 12-1 12-2 12-3 12-4 12-5 12-6 12-7 12-8 12-9 12-10 12-11 12-12 12-13 12-14 12-15 12-17 12-19 SQUARE FOOTAGE 3206 1285 1934 1285 1291 1285 1291 1020 1478 1020 1160 1020 1020 1020 1020 1020 1530 ALLOCATED INTERESTS 14.01 5.61 8.45% 5.61 5.64% 5.61 5.64% 4.46% 6.46% 4.46% 5.07% 4.46% 4.46% 4.46% 4.46% 4.46% 6.68% TOTALS: 100.00% r FIRST AMENDMENT TO THE DECLARATION AND COVENANTS, CONDITIONS, RESTRICTIONS AND RESERVATIONS FOR AUBURN HANGARS LEASEHOLD CONDOMINIUM Pursuant to Article II of the "Declaration and Covenants, Conditions, Restrictions and Reservations for Auburn Hangars Leasehold Condominium," which was recorded in the office of the Auditor of King County, Washington, on April 16, 2003, under King County Auditor's File No. 20030416002595 (hereinafter referred to as the "Declaration"), the Declarant, HU Inc., a Washington corporation, reserved the right to add Phase II to the Auburn Hangars Leasehold Condominium on the completion of all the improvements in Phase I. This First Amendment to the Declaration is submitted for the purpose of adding Phase II, consisting of an additional three (3) buildings, as a part of the Auburn Hangars Leasehold Condominium, as provided and contemplated by Section A of Article II of the Declaration. Accordingly, the Declaration is hereby amended and supplemented as follows: ARTICLE I Submission of Phase II as Portion of the Condominium Pursuant to the provisions of this FIRST AMENDMENT TO DECLARATION AND COVENANTS, CONDITIONS, RESTRICTIONS AND RESERVATIONS FOR AUBURN HANGARS LEASEHOLD CONDOMINIUM (hereinafter referred to as the "First Amendment to the Declaration"), and pursuant to the provisions of the First Amendment to the Survey Map and Plans of the Auburn Hangars Leasehold Condominium which is being recorded with the King County Auditor concurrent with the recording of this First Amendment to the Declaration, Phase II is hereby submitted as a portion of the Auburn Hangars Leasehold Condominium pursuant to the provisions of the Declaration and the Washington Condominium Act, Chapter 64.34 of the Revised Code of Washington (hereinafter referred to as the "Act), and Phase II shall be deemed to be, and now is, a portion of the Auburn Hangars Leasehold Condominium (hereinafter referred to as "the Condominium"), subject to the provisions of the Declaration, this First Amendment to the Declaration, the Survey Map and Plans, and the First Amendment to the Survey Map and Plans, and to any and all provisions and requirements as are applicable to the Condominium and Phases I and II thereof. ARTICLE II Real Property -Leasehold Condominium A. Ground Lease. As identified in Article I, Section 19, Article II, Subsection A.6 and Article V, Section F, of the Declaration, the Declarant held an 1 Option for the construction of Phase II, consisting of three (3) additional buildings which Phase, if the Option be exercised and if the land be developed, would be added to the Condominium as Phase II. Such Option was exercised, as a consequence of which the land therein described, which was identified in Exhibit "A" to the Declaration, was leased by Declarant from the City of Auburn. As such, the land on which Phase II of the Condominium is situated is not owned by the Declarant, but is instead leased by the Declarant from the City of Auburn, a municipal corporation, and is subject to a separate Ground Lease between the City of Auburn and the Declarant. The Ground Lease, which is captioned "CITY OF AUBURN AIRPORT HANGAR LAND LEASE AGREEMENT," was executed between the City of Auburn and the Declarant and is effective September 14, 2001, and a Memorandum of Lease was recorded with the King County Auditor on May 1, 2003, under King County Auditor's File No. 20030501000166, and was amended by mutual agreement of the parties on April 23, 2003 (hereinafter referred to as the "Ground Lease"). Originals and/or fully executed copies thereof may be inspected in the office of the City of Auburn and in the office of the Declarant. In addition thereto, fully executed copies of the Ground Lease shall be incorporated as an attachment into the Public Offering Statement provided by the Declarant to each prospective purchaser. The City of Auburn has signed this First Amendment to the Declaration pursuant to the requirements of RCW 64.34.220(1). The City of Auburn has not approved any provisions of this First Amendment to the Declaration which are not specifically required to be approved by a Lessor pursuant to the provisions of RCW 64.34.220(1). B. Term of Lease. The term of the Ground Lease commenced on September 14, 2001, and has a total initial term of fifty (50) years, measured from such date. Accordingly, the Ground Lease is scheduled to terminate on September 13, 2051. C. Scope of Lease. Phase II to this Condominium is created from the building, improvements, paved areas, easements and other rights and appurtenances constructed upon, and belonging to, the leasehold interest in the land identified in the Ground Lease, which land is legally described on Schedule A hereto. The land itself, which is owned by the City of Auburn, does not constitute a part of the Condominium. This First Amendment to the Declaration is subject, and subordinate in all respects, to the terms of the Ground Lease. Any provisions of this First Amendment to the Declaration which are inconsistent with any provisions of the Ground Lease, will be of no force and effect as against the City of Auburn. D. Consequences of Termination of Lease/Absence of Reversion Rights. The provisions of the Ground Lease expressly provide that title to any improvements situated on the land subject to the Ground Lease at the termination of the Ground Lease, whether such termination occurs at the end of the initial term, at the end of either of the renewal terms, or at an earlier date as a result of a default by the Lessee in the performance of the Lessee's obligations thereunder, shall revert to, and be owned by, the City of Auburn or its successors and/or assigns. The Ground Lease, at paragraph 8 thereof, further provides, however, that the Condominium shall remove at its expense all personal property which may have been placed upon the premises, compromising Phase I and Phase II. Any such property not removed by Lessee shall belong to Lessor. In which event, title to all said improvements shall remain in with 2 the Lessee. The Ground Lease does not provide for any extension of the term thereof beyond the above-stated total duration of fifty (50) years, nor does the Ground Lease provide for any rights of the Lessee to acquire title to the land upon which the building and other improvements shall be situated. Notwithstanding the foregoing, nothing set forth in the Ground Lease prohibits the City of Auburn and the Lessee from negotiating a further extension term of the Ground Lease, but the City of Auburn has absolutely no obligation to do so. Upon the termination of the Ground Lease, the Condominium will terminate, and title to the improvements constituting the Units and Common Elements shall revert to and vest in the City of Auburn or its successors and/or assigns, except as may occur as set forth above. E. Assignment of Leasehold Interest. The Declarant is the Lessee under the Ground Lease with the City of Auburn. It is intended by the Declarant, and so provided in the Ground Lease that subsequent to the recording of this First Amendment to the Declaration, the Lessee's interest in the Ground Lease presently held by the Declarant shall be assigned to the Association, upon which occurrence the Association shall assume and fulfill all of the terms and conditions of the Ground Lease, as well as the continuing obligations the Association is bound to under the Ground Lease. The Association shall then become and be the sole representative of the Unit Owners and the Declarant with regard to all dealings with the City of Auburn. Furthermore, the Association shall pay, from the common expense fund, the Ground Lease payments due to the City of Auburn. F. Distinction from Ground Lease. Phase II is subject to the same Ground Lease with the City of Auburn that constitutes Phase I and includes Buildings D, E and F. All common expenses payable by the Association, in Phase I and Phase II, shall be assessed proportionately to each Owner in Phase I and Phase II. G. Default Under Ground Lease. As set forth hereinabove and in Article XII of the Declaration, the Association shall collect from each Unit Owner, as part of said Unit Owner's common expense assessments, such Unit Owner's allocated share of the total rental owed to the City of Auburn under the respective ground lease for the land on which the phase in which such Owner's Unit is located. The failure of the Association to pay rent to the City of Auburn as and when due and/or the failure of the Association to perform any other term or condition under the Ground Lease will entitle the City of Auburn to terminate the Ground Lease, which termination shall result in the forfeiture of any and all right, title and interest in the leasehold which is then held by the Association, the Unit Owners, their mortgagees and/or the Declarant in Phase I and Phase II. ARTICLE III Description of Phase II There are presently three (3) additional buildings constituting Phase II and which are presently situated within Phase II of the Condominium. Such buildings are of steel frame construction with metal exteriors. 3 ARTICLE N Description of Phase II Units The present total of thirteen (13) Units that make up Phase II have been constructed in a manner and of a composition identical to those Units which comprise Buildings D, E and F in Phase I, and, therefore, the provisions of the Declaration concerning the description of the Units in Article IV thereof are applicable to Phase II and are expressly incorporated herein. Each of said thirteen (13) Units in Phase II is of the size, expressed in square footage, and composition as identified in Schedule "B", which is attached to this First Amendment to the Declaration and is incorporated herein by reference, and as further described and identified in the First Amendment to the Survey Map and Plans. Each of said thirteen (13) Units is identified by a number, with the exact location thereof shown on the First Amendment to the Survey Map and Plans recorded concurrently herewith. ARTICLE V Amended Allocated Interests in Common Elements As a consequence of the joinder of Phase II as a portion of the Condominium, as provided in the Act and as specifically provided by Article VIII of the Declaration, each of the total of thirty (30) Units now comprising the Condominium is assigned an allocated interest, expressed as a percentage and computed as prescribed in Article VIII of the Declaration, the total of which allocated interests equals one hundred percent (100%). As further provided in Article VIII of the Declaration, the joinder of additional Units to the Condominium by the submission of Phase II would necessarily require that the allocated interests assigned to each Unit which was a part of the Condominium prior to the joinder of Phase II be diluted from that percentage previously assigned to such Unit, because the total allocated interests, irrespective of the total number of Units within the Condominium, must at all times equal one hundred percent (100%). Therefore, the total allocated interests of the Condominium and the allocated interests assigned to each of the thirty (30) Units now comprising the Condominium, including the modified allocated interests assigned to the seventeen (17) Units contained in Phase I, are expressed in Schedule "C", which is attached hereto and is incorporated into this First Amendment to the Declaration by reference. ARTICLE VI Limitation of Amendment Except as expressly set forth herein, this First Amendment to the Declaration, and the terms and conditions hereof, supplement, but do not otherwise alter, the terms and conditions of the Declaration. Accordingly, each and every provision of the Declaration is incorporated herein by reference except to the extent that the context requires otherwise. As such, but not by way of limitation, the Special Declarant 4 Rights, those easements granted and reserved and each and every other provision of the Declaration are incorporated herein, are hereby made applicable to Phase II and are not modified or amended in any respect. ARTICLE VII Reference to Amended Survey Map and Plans The First Amendment to the Survey Map and Plans of the Condominium referred to herein was filed with the Auburn County Auditor, simultaneously with the recording of this First Amendment of the Declaration, under File No. in Volume of Condominiums, pages ARTICLE VIII Effective Date This First Amendment to the Declaration shall take effect upon recording. DATED this ~-~ day of , 2007. DECLARANT: HU.INC. Gary . B er, Pres' e t STATE OF WA HI ETON ) ss. COUNTY OF ~~) On this day personally appeared before me Gary E. Bolster, to me known to be the President of HU Inc., the corporation that executed the foregoing instrument, and acknowledged the 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 exe~c}ute thre said instrument. GIVEN under my hail ~~~• i~eral this day of ~~ , 2007. ~~'"•\ON to ~o ~. ; •'\ E c g5 ,~-,o •., ~ ~ i t . ~ ~~ • -„ ` ; ~ ~ Notary Public in d for the State of ~ s~~.S'a~ ,~ seo N •. ~~~" Print name: ~ L ~4~~-9T• 1 .. e ~,~;"'~~ My commission expires: ~ Acknowledged only foi~`Ch~''~''urposes required by RCW 64.34.220(1) 5 CITY OF AUBURN By r Its Mayor STATE OF WASHINGTON COUNTY OF KING ss. On this~~`.day o~ ~ 2007, before me, the undersigned, a notary public in a fQQ~~ the tate Washington, duly commissioned and sworn, personally appeared ~~.9~`~~tb ~~ ...a-~ known to be the Mayor of the City of Auburn, the municipal corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute the same on behalf of said municipal corporation. WITNESS my hand and official seal hereto affixed the day and year first above written. ®®®aa®4®\\\8 6p' iq ~ ~~ ~'O~'• O ~' Nota Public ' and for the S to of Washin on ,' U ~ ; ~ Print name: ~ . ~ c-Fn 3 ~, ~ -~ My commission expires: t i ~j,' -~~'; _9~~ •~ C~ _`~ .~ '<~~~`~~ IfilA~'~~~ \\! \\\~a~ee~~~' 6 SCHEDULE "A" PHASE I: BEGINNING AT THE NOTHERNMOST NORTHEASTERLY CORNER OF CITY OF AUBURN SHORT PLAT NUMBER SP 15-81 AS RECORDED UNDER KING COUNTY AUDITOR'S FILE NUMBER 8207299002; THENCE SOUTH 00°39'02" WEST ALONG THE EAST BOUNDARY OF SAID CITY OF AUBURN SHORT PLAT NUMBER SP 15- 81, ADISTANCE OF 576.95 FEET; THENCE NORTH 89°21'30" WEST, 63.16 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 89°21'30" WEST 425.40 FEET; THENCE NORTH 00°32'18" EAST, 110.00 FEET; THENCE SOUTH 89°21'30" EAST, 425.62 FEET TO THE POINT OF CURVE OF A CURVE CONCAVE TO THE SOUTHWEST AND HAVING A RADIUS OF 23.00 FEET; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 36.13 FEET TO THE POINT OF A TANGENCY; THENCE SOUTH 00°39'27"WEST, 64.01 FEET TO THE POINT OF CURVE OF A CURVE CONCAVE TO THE NORTHWEST AND HAVING A RADIUS OF 23.00 FEET; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 36.13 FEET TO THE POINT OF TANGENCY AND THE TRUE POINT OF BEGINNING. SITUATE IN THE SOUTHWEST QUARTER OF SECTION 6, TOWNSHIP 21 NORTH, RANGE 5 EAST, W.M. CONTAINING 49,110 SQUARE FEET (1.127 ACRES) MORE OR LESS. PHASE II: BEGINNING AT THE NORTHERNMOST NORTHEASTERLY CORNER OF CITY OF AUBURN SHORT PLAT NUMBER SP 15-81 AS RECORDED UNDER KING COUNTY AUDITOR'S FILE NUMBER 8207299002, RECORDS OF KING COUNTY WASHINGTON; THENCE SOUTH 00°39'02" WEST ALONG THE EAST BOUNDARY OF SAID CITY OF AUBURN SHORT PLAT NUMBER SP 15-81, A DISTANCE OF 441.29 FEET; THENCE NORTH 89°21'30" WEST, 62.47 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 89°21'30" WEST 426.36 FEET; THENCE NORTH 00°32'18" EAST, 110.00 FEET; THENCE SOUTH 89°21'30" EAST, 426.58 FEET TO THE POINT OF CURVE OF A CURVE CONCAVE TO THE SOUTHWEST AND HAVING A RADIUS OF 23.00 FEET; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 36.13 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 00°39'27 WEST, 64.01 FEET TO THE POINT OF CURVE OF A CURVE CONCAVE TO THE NORTHWEST AND HAVING A RADIUS OF 23.00 FEET; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 36.13 FEET TO THE POINT OF TANGENCY AND THE TRUE POINT OF BEGINNING. SCHEDULE "A" (Cont.) SITUATE IN THE SOUTHWEST QUARTER OF SECTION 6, TOWNSHIP 21 NORTH, RANGE 5 EAST, W.M. CONTAINING 49,216 SQUARE FEET (1.130 ACRES) MORE OR LESS. SCHEDULE "B" UNIT # SQUARE FOOTAGE DESCRIPTION 12-1 3206 Each of the Units contains square footage herein identified, computed in accordance with the methodology set forth on the face of the Survey Map and Plans and in accordance with the methodology set forth in Article IV hereof. Each hangar is constructed of steel framing and metal exterior with exterior sliding doors. Each Unit is horizontally bounded by the 2 inch by 6 inch partition studs in the walls and to interior surface of the exterior sliding door. Each Unit is vertically measured from the exposed concrete floor surface to the lower portion of the bottom of the structural beam. 12-2 1285 " 12-3 1934 " 12-4 1285 " 12-5 1291 " 12-6 1285 " 12-7 1291 " SCHEDULE "B" (cont.) UNIT # SQUARE FOOTAGE DESCRIPTION 12-8~ 1020 " 12-9 1478 " 12-10 1020 " 12-11 1160 " 12-12 1020 " 12-13 1020 " 12-14 1020 " 12-15 1020 " 12-17 1020 " 12-19 1530 " 11-11 2254 " 11-13 2352 " 11-15 2352 " 11-17 2891 " 11-2 1073 " 11-3 1612 " 11-4 1073 " 11-5 1073 " 11-6 1073 11-7 1073 " 11-8 1612 " SCHEDULE "B" (cont.) UNIT # SQUARE FOOTAGE DESCRIPTION 11-9 1073 " 11-1 2856 " SCHEDULE "C" UNIT # SQUARE FOOTAGE ALLOCATED INTERESTS 12-1 3206 7.08% 12-2 1285 2.84% 12-3 1934 4.28% 12-4 1285 2.84% 12-5 1291 2.85% 12-6 1285 2.84% 12-7 1291 2.85% 12-8 1020 2.25% 12-9 1478 3.27% 12-10 1020 2.25% 12-11 1160 2.57% 12-12 1020 2.25% 12-13 1020 2.25% 12-14 1020 2.25% 12-15 1020 2.25% 12-17 1020 2.25% 12-19 1530 3.40% 11-11 2254 4.99% 11-13 2352 5.20% 11-15 2352 5.20% 11-17 2891 6.39% SCHEDULE "C" (cont.) UNIT # SQUARE FOOTAGE 11-2 1073 11-3 1612 11-4 1073 11-5 1073 11-6 1073 11-7 1073 11-8 1612 11-9 1073 11-1 2856 ALLOCATED INTERESTS. 2.37% 3.56% 2.37% 2.37% 2.37% 2.37% 3.56% 2.37% 6.31 TOTALS: 100.00%