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Applications and Originalsa~~ OC TitL' p `~ a/ ti4`t' ~`1rfr~ ~ >'' //,r' ~~..'~ YE 1.141. WASHINGTON CITY OF YELM PO Box 479 Yelm WA 98597 360-458-3835 APPLICATION FOR Final Plat OFFICIAL USE ONLY-~ ~ ®o Fee -~,[ Date Received ~ ~ `! By File No. 5~~ ~O yY f 57"' ~J ~- Fee: $750.00 (In addition, any professional service charges per Resolution #358) APPOINTMENT REQUIRED FOR APPLICATION SUBMITTAL -Please call 458-3835 Subdivision Name Yelm Terra Case # and Name of Preliminary Plat Approval Ye lm Terra S Ub . 0 3 8 3 5 3 YL Tax Parcel Number(s) 22730210500 & 22730210600 SUBDIVIDER Yelm Terra, LLC SURVEYOR Pat Beehler Name Name 4200 6th Avenue SE Ste.301 Statewide Surveying Address Address Lacey, WA 98503 360-493-6002 / 360-493-2476 Phone Fax E-mail PROPERTY OWNER(S) Yelm Terra, LLC Name 4200 6th Ave. SE Ste. Address Lacey, WA 98503 Phone Fax E-Mail ENGINEER SCA Consultinct Grou Name 301 4200 6th Ave. SE, Ste. 301 Address Lacey, WA 98503 360-493-6002 / 360-493-2476 360-493-6002 / 360-493-2476 Phone Fax Phone Fax E-mail E-Mail LAND USE BREAKDOWN (Calculate to the Nearest Hundredth) Total Acreage 2 4 1 6 Number of Single Family Residential Lots ~ r Number of Commercial Lo[s ~-~- Smallest Lot Area -~ / `~ C7 2 S f Total Acreage in Open Space 1. 2 3 a c Length in Public Streets _6_t ~ _®0 1 f Length in Private Streets Number of Multifamily Residential Lots ~_ Number of Industrial Lots Average Lot Area _~ 0 0 s Fee in Lieu of Open Space Total Acreage in Public Streets ~' r0 aC Total Acreage in Priva[e Streets All of the information on the reverse side of this application is required to be filed at the time of final plat submittal unless a written waiver from the planner or engineer accompanies the application. After this office has received written acknowledgment from all departments required to sign the plat, the legislative body will be so advised and a date for a public meeting will be set for their consideration. G:`,Wcb Contcm\community decclopmenC~Final Flat Application.doc 9/01 CHECKLIST Submitted Missing SUPPORTING DOCUMENTS (Submit one copy of each document, unless otherwise noted) V/ Plat Certificate, date not to exceed thirty days prior to submittal. / j,/ t<: A copy of any deed restrictions applicable to the subdivision. ,~ A copy of any dedication requiring separate documents. _~ 4. Approval (signed off punchlist) by the engineering department that the subdivider has complied with one of the following: A. All improvements have been installed in accordance with the requirements of this title and with the action of the legislative body giving approval of the preliminary plat; B. An agreement and financial security have been executed as provided for in the Subdivision Ordinance to assure completion of required improvements. ~$!~ Mathematical boundary closures of the subdivision showing the error closure, if any (4 copies). The mathematical lot closures and street centerline closures, and s r f t f h l 4 i qua e oo age o eac parce ( cop es). Lots containing one acre or more shall show net acreage to nearest hundredth. / ^~&. y / A phasing plan (if applicable.) ~ „5- A summary explanation is required of how all City Council conditions of approval d SEP an A mitigation have been met. 10. Final drawings on disk in Auto Cad format. 11. A copy of any Home Owners Agreement. ~ ::~(' ~~ A copy of any Maintenance Agreements (Storm Water and/or Open Space.) _~ Warranty Agreement for all improvements. ~' 1~ Bills of Sale for Sewer and Water. V Deferral Agreement -Waiver of Protest (ii applicable.) / l6'~ Storm Water Maintenance Agreement. _J~ Water Rights Agreement (if applicable.) C! 18. Homeowners Agreement. ~dZlS'~` ~t 19. LID Segregation Application (if applicable.) 0. ~ Documentation of Well/Septic/Drain field Abandonment. ~ (`y'r/ School Mitigation Agreement. / '/ Latecomers Payment (if applicable.) 22'r Open Space Fee in-lieu of Payment (if applicable.) ~/~ 24. Any outstanding City fees. ~YV1 ~~C_ j P~ As-builts. o2.G~ Plat Map (ei1 folded copies -rolled not accepted.) 4'T One 11 x 17 reduced copy of the Final Plat Map _ Date Checked: Checked by: Additional Information Requested: Additional Information Application G:\Wcb Content\community dcvclopmcnt\Finul Plet Applicution.doc 9/U I Summary of SEPA and Plat Conditions Miti4ation 1. This Mitigated Determination of Non Significance is based on the project as proposed and the impacts and potential mitigation measures reflected in the following environmental documents: • Environmental Checklist (dated October, 2003, prepared by SCA Consulting Group) • Traffic Impact Analysis (dated September 2003, and updated November 2003, prepared by Transportation Engineering North West) • Preliminary Storm Drainage and Erosion Control Report (dated October 2003, prepared by SCA Consulting Group) Response: This work has been completed. 2. The traffic impact analysis (TIA) submitted as part of the subdivision application indicates that the project will generate 928 vehicle trips per day, with a PM peak of 98 vehicles per hour. The TIA, assuming a baseline annual growth rate of 4%, indicated that: The intersection of 105`h Ave, and Clark Road will be at a Level of Service (LOS) A, with an average delay of 9 seconds. The signalized intersection of Clark Road and Yelm Avenue will be at a LOS A, with an average delay of 9 seconds. The intersection of 3~d Street and Yelm Avenue will be at LOS C, with an average delay of 22 seconds. The intersection of Mosman and 15C Street (507) will be at LOS D, with an average delay of 33 seconds. The signalized intersection of Yelm Avenue and First Street will be at LOS D, with an average delay of 48 seconds. The intersection of Yelm Avenue West (510) and SW Longmire Street will be at LOS F, with an average delay of 56 seconds. The intersection of Yelm Avenue (507) and NE 103'd Street will be at LOS D, with an average delay of 34 seconds. The intersection of Yelm Avenue East (507) and Bald Hills Road will be at LOS C, with an average delay of 30 seconds. Frontage improvements will be constructed along 105`h Avenue SE. The subdivision will provide for a road connection to the existing neighborhood to the north, with a narrowed street, traffic signs, no parking and a raised pedestrian crossing. The subdivision will provide connecting sidewalks from Yelm Terra to the sidewalks in the Prairie View subdivision. Response: This work has been completed. Page 1 3. The City of Yelm has adopted a concurrency management system as required by the Growth Management Act. Chapter 15.40 YMC (concurrency Management) is designed to ensure that the improvements required to support development are available at the time of development. A concurrency determination may be issued for a proposal as it relates to transportation issues when: the development provides on-site frontage improvements; the project makes off-site improvements as necessary to provide for the safe movement of traffic; and the project makes a contribution to projects identified the six year transportation improvement program in the form of a Transportation Facilities Charge. The Growth Management Act at Section 36.70.070 (6) (b) RCW states that a finding of concurrency can be issued when required improvements are in place at the time of development or that a financial commitment is in place to complete the improvements or strategies within six years. Response: This has been satisfied. 4. Improvements to West Yelm Avenue, including atwo-way center turn lane, is listed as a project on the 2003-2008 Transportation Improvement Program. West Yelm Avenue is a State Highway (SR 510). There is no financial commitment currently in place to complete the improvement. Improvements to the Mosman Street/SR 507 intersection including intersection realignment, is listed as a project on the 2003-2008 Transportation Improvement Program. There is no financial commitment currently in place to complete the improvement. Improvements to Mosman Street to 2nd Street including widening the roadway, is listed as a project on the 2003-2008 Transportation Improvement Program. There is no financial commitment currently in place to complete the improvement. Improvements to Mill Road including road realignment, is listed as a project on the 2003- 2008 Transportation Improvement Program. There is no financial commitment currently in place to complete the improvement. Private streets within the City limits shall not be allowed except when approved by the City and when all conditions of Section 46.070, Development Guidelines are met. Section 46.070(6) states that private streets are not allowed when the street is connected to two public streets. Section 46.150 Yelm Development guidelines states that sight distance at intersections shall be in conformance with the WSDOT Design Manual and the AASHTO Green Book. The City's Comprehensive Transportation Plans connectivity policy recognizes that increasing connections throughout the City not only reduces traffic congestion, but also increases that sense of unity of the community. Section 16.16.090 Yelm Municipal Code (YMC) states that the layout of streets shall provide for continuation of streets existing in adjoining subdivisions. Response: This work has been completed and impacts mitigated, Page 2 Mosman Street from 3`d to SR 507, and 3rd Street from the Prairie View Subdivision to SR 507 are currently substandard in that they have travel lanes less than 12 feet in width in areas. 3~d Street in the Prairie View subdivision does not meet current standards for a neighborhood collector street. There is a berm at the intersection of Clark Road and 105th Avenue which may limit sight distance below acceptable standards with the addition of traffic to 105th Avenue. Response: This work has been completed and impacts mitigated. 6. The public right-of-way at 105th Avenue ends at the western property line of the development and 105th continues as a one lane, curved, right-of-use road to Mill Road and SR 507. This right-of-use road does not meet any public street standards, is a one- way street used for two way traffic, and contains no pull-outs. The development will provide alternate connectivity in the form of a public street from 105th, through Yelm Terra and Prairie View, along Mosman to SR 507. Response: This has been accomplished. 7. Section 14.16.110 YMC provides for the preservation of trees on private property with new development and requires that existing trees not be removed until a final decision is made regarding the feasibility of preserving existing trees. The existing trees on this property are a group of large Douglas Fir. The trees located in the area of proposed stormwater treatment areas are in danger of future tree failure with grading near the base of the trees. Existing trees that are located in areas of qualified open space should be protected during development with protective fencing at the drip line. All machinery shall be kept out of the drip line. Response: Appropriate trees have been retained and protected. 8. Chapter14.12 YMC requires the dedication of open space for all residential development. Section 14.12.050 YMC lists four (4) attributes for qualification of open space. Section 14.12.060 allows for a fee in lieu of open space under certain conditions. Response: Required open space has been provided. 9. The Yelm School District had adopted a school mitigation requirement based on the demand that new residential units create for additional school services and facilities. Additional demands on the school system will be mitigated through the requirement that the developer enter into a mitigation agreement with the District. Response: A mitigation agreement has been executed with the School District. (k: /text/ ++pf++/ 2003-03008/ comes/ retypeofM DNS) Page 3 City Conclusions and Recommendations The proposed preliminary plat will serve the public use and interest by providing an attractive location for asingle-family residential subdivision convenient to the Yelm downtown area as well as to schools and parks. Therefore, the proposed preliminary plat should be approved subject to the following conditions: Lot Sizes and Setbacks: 1. Corner lots shall place driveways, and direct house fronts as follows: Lot # 1- Driveway faces north, house fronts north Lot #23- Driveway faces north, house fronts north Lot #39- Driveway faces east, house fronts south Lot #40- Driveway faces west, house fronts south Lot #79- Driveway faces north, house fronts west Lot #83- Driveway faces south, house fronts west Response: We have incorporated these conditions in the final plat. 2. Applicant shall either reconfigure Lot #31, and Lot #32, or show construction plans for a residence that can meet the setback requirements. Response: Construction plans have been prepared to meet setbacks. Open SDace 3. Applicant shall submit a final improvement plan for the open space. The open space improvements shall demonstrate compliance with Chapter 16.14.050. Response: Final landscaping and open space plans have been submitted. 4. Applicant shall pay a fee in-lieu-of for the difference between provided qualified open space, and the required open space amount. Response: Qua/ified open space has been required. No in-lieu-of fee is required, nor proposed. Transoortation 5. Frontage improvements are required for this project. Frontage improvements shall be consistent with the City of Yelm's Development Guidelines. Improvements required shall include the frontage on 105`h Ave. SE, 3~d Street SE, and Mosman Street as described in the MDNS. Response: Frontage improvements have been comp/eted. 6. Internal streets within the subdivision will be constructed per Yelm Development Guidelines for Local Access Residential. Provisions to this detail will be made for the creation of "bulb-outs" where the pedestrian accesses cross the internal streets. Response: Interna/streets have been constructed. 7. The applicant shall mitigate transportation impacts based on the new residential p.m. peak hour trips generated by the project. The Transportation Facility Charge (TFC) shall be based on 1.01 new peak hour trips per residential unit. Credit for the existing dwelling shall be given. The applicant will be responsible for a TFC of $757.50 per unit which is payable at time of building permit issuance, unless previously credited towards traffic related improvements. Page 1 Response: The TFC wi// be paid as each residential building permit is applied for. Water 8. The applicant shall connect to the City's water system. There is an existing water main located on 105th Ave. SE, that is located along a portion of the frontage of this property. This main shall be extended to run the entire frontage of this site on 105th Ave. SE. Response: The water main has been insta/led and tested. 9. Water connection fees are charged at the current rate of $1,500 per connection, (fee subject to change) payable at building permit issuance. Response: Water fees will be paid at building permit issuances. 10. All open space areas and planting strips not located with 75' of a hose spigot, shall have an irrigation system with a separate water meter(s). The applicant shall submit a final landscape and irrigation plan with civil plan submission. Response: Irrigation system is installed for open space areas as required. 11. The waterline easement that bisects the property shall be preserved by locating open space over the easement area and protected during construction operations. Response: Waterline easement has been preserved. 12. The existing waterline connection to 3rd St. must be relocated to the proposed public roadway within the subdivision. This waterline is currently located within lot 40 and the adjacent open space. Response: Waterline connection to 3~d has been relocated. Wastewater 13. The applicant shall connect to the City's S.T.E. P. System. Response: The S. T.E.P. system has been installed. 14. Sewer connection fees are charged at the current rate of $5,269.00 per connection (fee subject to change) payable at building permit issuance. All connections require an inspection, with a fee of $145.00 per connection, also payable at building permit issuance. Response: Sewer fees wi// be paid at bui/ding permit issuances. 15. The applicant shall provide proof of sewer basin distribution, to be approved by the City, during civil plan review. Response: City has approved sewer basin distribution. Stormwater 16. The applicant shall design and construct all storm water facilities in accordance with the DOE Storm Water Manual, as adopted by the City of Yelm. Best Management Practices (BMP's) are required during construction. Response: This work and improvements has been done. Page 2 17. The applicant shall compile a final storm water report along with construction drawings. Response: A storm water report was submitted with construction drawings. 18. All roof drain runoff shall be infiltrated on each lot. Infiltration shall be accomplished utilizing individual drywells. Response: Roof drains wi/l be installed on each lot as each home is bui/t. 19. The applicant shall submit a storm water operation and maintenance plan to the Community Development Department for approval prior to final plat approval. Response: A storm water o/m was submitted. 20. The stormwater system shall be held in common by the Homeowners Association. The Homeowners Agreement shall include provisions for the assessment of fees against individual lots for the maintenance and repair of the stormwater facilities. Response: It does provide for this. Fire Protection 21. The applicant shall submit a fire hydrant plan to the Community Development Department for review and approval as part of the civil engineering plans prior to final subdivision approval. Response: Done and completed. 22. The applicant shall submit fire flow calculations for all existing and proposed hydrants. All hydrants must meet minimum City standards. Response: Done and completed. Street Lighting 23. Per the City of Yelm's Development Guidelines, street lighting and interior street lighting will be required. Alighting design plan shall be submitted to the Community Development Department for review and approval. Response: Submitted and approved. Plat Name and Addressin4 24. Prior to the submission final plat application, the applicant will provide the Community Development Department an addressing plat map for approval. Response: Submitted. SEPA 25. The applicant shall comply with the mitigation requirements of the MDNS issued on December 26,2003. Mitigation includes: The applicant shall mitigate transportation impacts based on the new p.m. peak hour trips generated by the project. The Transportation Facility Charge (TFC) shall be based on 1.01 p.m. peak hour trips per Page 3 residential unit. The applicant will be responsible for a TFC of $757.50 per unit, with is payable at time of building permit issuance. Prior to final subdivision approval, the applicant shall a. Improve the northern half of 105"' Ave. SE from Clark Road to the western property line b. The right-of-use portion of 105`h Ave. SE shall be blocked with no through access c. 3~d Street shall be improved from the proposed development to Yelm Avenue East, and; d. Mosman Street shall be improved from 3rd Street to Hwy 507 e. Tree losses shall be mitigated by a 2 to 1 replacement f. Open Space Fee in-lieu-of payment for difference of qualified open space. g. School District Mitigation Agreement shall be required prior to final plat approval. Response: This work has been completed. Landscaping 26. Prior to any land clearing, a site plan including the location of all trees to be retained and removed (exceeding 8 inches in diameter) must be reviewed and approved by the Community Development Department. Tree losses shall be mitigated by planting at least a 2 to 1 mix of evergreen (70%) and deciduous trees (30%), with a minimum of a 2-inch caliper measured at 4 feet from the ground, around the perimeter of the storm pond areas, and in the qualified open space areas. Trees to remain must be protected during construction pursuant to Chapter 14.16 YMC. Response: This work has been done. 27. The applicant shall submit a final landscaping and irrigation plan to include the perimeter of the project site, planter strips, open space, and stormwater facilities. Response: P/ans has been submitted. (K:/text/++pf++/2003/03008/corres/retype of conclusions) Page 4 ~- _~ N L d ~_ .~ d = L m Q) i~ W to I i d ~_ '~ N !4 ~, Q J N t d N ~+ 3 O D 'a 3 m C a ~- V d NC Z (a- 0 i ~ F i~` ` "e q ~' CITY OF ~ ~ ~~~, ~ a' 1A j/~j~ltli P o ~cx ass ~ 3? 9 0 '~ ve~~^ v^~a sess~ RECEIPT NO. ~ E~:M 360-458-8403 i I ,!RECEIVED ****SEVEN HUNDRED FIFTY DOLLARS & 00 CENTS i REDcIVED ~ROi~A DATE REC. NC. AMOUNT nEF. NQ i YELH TERRA LLC 10/01/04 33290 750.00 CHECK 1067 ~, 4200 6TH AVE SE X301 LACEY. WA 98503 MISCELLANEOUS RECEIPT ~I DIANA SUBO4-0157-YL City of Yelm Community Development Department Building Division Phone: (360) 458-8407 Fax: (360) 458-3144 Permit Fees Schedule Permit No: SUB-04-0157-YL Applicant: Name: Yelm Terra, LLC Phone: 360-493-6002 Address: SCA / 4200 6th Avenue SE, Suite 301 City: Lacey State: WA Zip 98503 Project Information: Project: Yelm Terra Final Plat Description of Work: 97-lot single family lots on 24.16 acres Site Address: Assessor Parcel No. 22730210500 Fees: Item Acct Code Item Fee Base Amt Unit Fee Unit Rate No. Units Unit Desc --------------------------- -------------- ----------- ----------- ----------- ----------- ----------- ------------- Subdivision -Final 001-345-81-00 750.00 750.00 0.00 0.0000 0.0000 TOTAL FEES: $750.00 O r~ 4 C _^ 0 n O D m o° ~-~ 0 0 rn r~ --~ N O O ~I T ~ v ~' ~ ~ ~ ~~ ~~~ ~ ~ ~ ~ ~ ~ ~~ ~ f ~' ~, ~ ~ c r~ ~J r~ ~ ~' ~ r ~. ~- ~ ~ _ ~ ~~. ~ ~ ~~ ~ ~ c- ~ 'U f~ ~ ~ r. a _ ,~ ~ .~ ~ '~ ~ ~ _ t~ ~ ~ ~~ ~ ~ ~ V, ~ t` r, ~ ~~ rt-~ ~ > , ~ ~~ o ~ ~ ~= J ~ ~ ~, ~ - ~ ~. ~ `~ ~ ~ -~ N0. DATE EVM ~ w ~ o N ~ ~ t7""'~~I rn o-~ ~ 0 5 , il~ ~~ o a ` o z'- ~ I'• "'pI"~"~"in ~ II~~~~~;~ ~i ^~r~ ~~ ~~ ~ a ~Ul' "~i~' ~ ~ DESIGNED BY: T ~ Ev 1 4/05/04 REVISIONS I C7 ° r-, ~ ~ ,~ ~ = II' '~~u~,.N,.. I~~ ~ ~ ~ ~ z . o ~„ ~~ ~IIIII~IIP m~ ~ ..~ V,III~II~~,,,~, ~~,~ l~ , I~~~~,.', ~ EVM DRAWN BY: ~ ~ ~'~' ~[ V~ FINAL PLAT DOCUMENTS Summary of Conditions of Approval Lot Closures Plat Certificate Warranty Agreement Bill of Sale Storm Water Maintenance Agreement Homeowners Agreement LID Segregation Application Well/Septic/Drainfield Abandonment School Mitigation Agreement As-Builts 1 2 3 4 5 6 7 8 9 10 11 THE SCA GROUP ~~ aF THE p~ J~ YELM WASHINGTON City of Yelm 105 Yelm Avenue West P.O. Box 479 Yelm, Washington 98597 (360) 458-3244 FINAL PLAT PROCESS 1. Submit four copies of the plat map to building official for addressing. 2. Submit Final Punch List Application to the Community Development Department. 3. Punchlist items addressed either by correction or entering into "Agreement for completion of Improvements and Repairs" with City of Yelm. Plat owner submits request to City for proposed items in agreement, along with estimated value. Final Plat Packa a Items 1 - 3 above must be com lete riot to a lication 9 ( p p Pp ) Completed application form with appropriate documentation and fee. Make an appointment to submit your application - (360) 458-3835 11 copies of final plat map and 1 11X17 copy. (see Yelm Municipal Code 16.12.220- 16.12.280). Maps must be folded, rolled maps will not be accepted. Documents requiring recording must be formatted consistent with Thurston County requirements (attached.) City staff will check the required box for all documents that are applicable to the individual plat. Along with this list, staff will provide the applicant with approved sample documents. The applicant must submit the appropriate document(s) or the application will be considered incomplete. Re ui ed Documents Lot Closures - 4 copies Plat Certificate, date not to exceed 30 days prior to submittal Warranty Agreement for all improvements ~ Bills of Sale (water and sewer) ^ Deferral Agreement -Waiver of Protest ~ Storm Water Maintenance Agreement ^ Water Rights Agreement Homeowners Agreement Summary of how all City Council conditions of approval and SEPA mitigation have been met. LID Segregation Application ~ Documentation of Well/Septic/Drainfield Abandonment School Mitigation Agreement As-Builts , ^ Latecomers Payment N!-= ^ Open Space Fee [~ City fees -7'~ Any additional items required per Final Plat Application Checklist Document) Page I oft 9/0l Upon staffs determination that the final plat application is complete, the information will be distributed to the reviewing departments. In approximately three weeks all comments and corrections will be returned to the project engineer for action. Following review and approval that the final plat conforms to all applicable regulations and the conditions of approval have been satisfied the plat will be forwarded to the Planning Commission for review and a recommendation to the City Council (YMC 16.12.300). After the City Council's receipt of the Planning Commission recommendation the Council will schedule the final plat for action at the next City Council meeting. Upon City Council approval, the Mayor will sign the final plat. Following the Mayor's signature the final plat will be signed by all required departments, and forwarded to Thurston County Auditor's Office for recording, as per YMC 16.12.320. As per YMC 16.04.150, the City of Yelm's policy is to issue one building permit (if available) after City Council approval and prior to recording of said plat. Latecomer agreements for water and/or sewer can be prepared and considered by the City after final plat approval. 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J Oy O a~ `l 'V ~ 7 vl Y L~ 1 '~ Z ~b My~ W Z (1'O''~ ~y `.y y~ ~ `~ 1~ w ^~^ VI X000 O~U A-.I~~ ~n ~n ln2cnZ imy A W P a p A yy n 4bAU AU ~ ~1~ ANN(wNU I~(• U A rn G rn u RI OAUO(np <n--~~o -.b I mmmmmm 10 0o-W 9i -~N ~ D V G (w 0 A b I z 1m D N c:~c~c~c:~n~c:~~nnn n ~ G4NNNN----~-.-.-._-.n°n NO C I m bCO-+Ob~IVrn(n A(wN A4~N (j~ O _ _ __ -~NWrn VOOArn pu VGODUA m D V u-.OU-~--OOGUUNN AOOU ~ ~ ~ o i U oO VOOGaOG---OA-NUV p~ mO q ~ <-.OOtr (.NNN~.OV-~U~(aU UAAVI,~Op DOAU~00~~VrnO00O ~~ yr N ' D~ °o A. _ _ NN V VNNN-----.u(,.u lyV VO ID U U A A U U U O O O O O O O D U U p O O D U O O O O O O D U U U 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 i~ U-A(.aGU (•• G4NUUao UVO~AAb V-~ VOO ~0O AOpbN Im z OVAON-GmVOOInUU~oOA CS OIANU PmO~0b~0-~O(wVUGO 2 I I cn CITY OF YELM APPLICATION TO SEGREGATE LID ASSESSMENT PLEASE COMPLETE AND City of Yelm, Community Development Department RETURN THIS FORM TO: 105 Yelm Ave. W, P.O. Box 479, elm, WA 98597 Applicant: Yelm Terra LLC Property Owner: John Huddle on Mailing Address: 4200 6th Ave. SE Mailing Address: 2524 C ar Park Loo _ Ciry, St., Zip: Lacey, WA 98503 Ciry, St., Zip: Ol m i A 98501 __ Telephone: (360) 493-6002 Telephone: 360 9 -5562 Current Parcels Current Assessment (Tax Parcel No.) Amount (if additional space is Ne Parcel Description ( x Parcel No. or Lot #) Number of ERU's of 26 1 ERU Lot 27 1 ERU Lot 28 1 ERU Lot 29 1 ERU Lot 30 1 ERU Lot 40 1 ERU Lot 73 1 ERU Lot 74 1 ERU Lot 75 1 ERU Lot 79 1 ERU attach the requested information on a separate sheet) 1. The undersigned holds n ownership interest in the above referenced parcels(s) located within a local improv ment district in the City of Yelm, Thurston County, Washington. 2. The City of Yelm i ereby requested to segregate the assessment amount(s) listed above in accordance with t e new property configuration. 3. This application or segregation of assessment is ma under he rovisions of § 35.44.410 of the Revised Co e of Washington. Yelm Terra LC ~ ~ ~ -d y e Applicant lease print) S' r Date Steven hamberlain Owne 1 please print) J , D 'U Date ASSESSMENT SEGREGATION FEE A segregation fee is due per § 35.44.410 of the Revised Code of Washington as a condition of final map approval. The fee for less than 6 new parcels is $850. For segregation requests resulting in 6 or more new parcels, the fee is $1,000 plus $25 for each parcel over 10 parcels. Please include payment with this completed form. Questions may be directed to Public Finance at (425) 885-1604. CITY USE: RECEIPT # DATE: BY: Form No. 14 Guarantee No.: NCS-112958-WA3 Subdivision Guarantee (4-10-75) Page No.: 9 SCHEDULE OF EXCLUSIONS FROM COVERAGE OF THIS GUARANTEE 1. Except to the extent that specific assurance are provided in Schedule A of this Guarantee, the Company assumes no liability for loss or damage by reason of the following: (a) Defects, liens, encumbrances, adverse claims or other matters against the Citle, whether or not shown by the public records. (b) (i) Taxes or assessments of any taxing authority that levies taxes or assessments on real property; or, (2) Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not the matters excluded under (1) or (2) are shown by the records of the taxing authority or by [he public records. (c) (1) Unpatented mining claims; (2) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (3) water rights, claims or title to water, whether or not the matters excluded under (i), (2) or (3) are shown by the public records. 2. Notwithstanding any specific assurances which are provided in Schedule A of this Guarantee, the Company assumes no liability for loss or damage by reason of the following: (a) Defects, liens, encumbrances, adverse claims or other matters affecting the title to any property beyond the lines of the land expressly described in the description set forth in Schedule (A), (C) or in Part 2 of this Guarantee, or title to streets, roads, avenues, lanes, ways or waterways to which such land abuts, or the right to maintain therein vaults, tunnels, ramps, or any structure or improvements; or any rights or easements therein, unless such properly, rights or easements are expressly and specifically set forth in said description. (b) Defects, liens, encumbrances, adverse claims or other matters, whether or not shown by the public records; (1) which are created, suffered, assumed or agreed to by one or more of the Assureds; (2) which result in no loss to the Assured; or (3) which do not result in the invalidity or potential invalidity of any judicial or non-judicial proceeding which is within the scope and purpose of the assurances provided. (c) The identity of any party shown or referred to in Schedule A. (d) The validity, legal effect or priority of any matter shown or referred to in this Guarantee. GUARANTEE CONDITIONS AND STIPULATIONS 1. Definition of Terms. The following terms when used in the Guarantee mean: (a) the "Assured": the party or parties named as the Assured in this Guarantee, or on a supplemental writing executed by the Company. (b) "land": the land described or referred to in Schedule (A) (C) or in Part 2, and improvements affixed thereto which by law constitute real property. The term "land" does not include any property beyond the lines of the area described or referred to in Schedule (A) (C) or in Part 2, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways. (c) "mortgage": mortgage, deed of trust, trust deed, or other security instrument. (d) "public records" records established under state statutes at Date of Guarantee for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge. (e) "date": the effective date. 2. Notice of Claim to be Given by Assured Claimant. An Assured shall notify the Company promptly in writing in case knowledge shall come to an Assured hereunder of any claim of title or interest which is adverse to the title to the estate or interest, as stated herein, and which might cause loss or damage for which the Company may be liable by virtue of this Guarantee. If prompt notice shall not be given to the Company, then all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of any Assured under this Guarantee unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. 3. No Duty to Defend or Prosecute. The Company shall have no duty to defend or prosecute any action or proceeding to which the Assured is a party, notwithstanding the nature of any allegation in such action or proceeding. 4. Company's Option to Defend or Prosecute Actions; Duty of Assured Claimant to Cooperate. Even though the Company has no duty to defend or prosecute as set forth in Paragraph 3 above: (a) The Company shall have the right, at its sole option and cost, to institute and prosecute any action or proceeding, interpose a defense, as limited in (b), or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest as stated herein, or to establish the lien rights of the Assured, or to prevent or reduce loss or damage to the Assured. The Company may take any appropriate action under the terms of this Guarantee, whether or not it shall be liable hereunder, and shall not thereby concede liability or waive any provision of this Guarantee. If the Company shall exercise its rights under this paragraph, it shall do so diligently. (b) If the Company elects to exercise its options as stated in Paragraph 4(a) the Company shall have the right to select counsel of its choice (subject to the right of such Assured to object for reasonable cause) to represent the Assured and shall not be liable for and will not pay the fees of any other counsel, nor will the Company pay any fees, costs or expenses incurred by an Assured in the defense of those causes of action which allege matters not covered by this Guarantee. (c) Whenever the Company shall have brought an action or interposed a defense as permitted by the provisions of [his Guarantee, the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to appeal from an adverse judgment or order. (d) In all cases where this Guarantee permits the Company to prosecute or provide for the defense of any action or proceeding, an Assured shall secure to the Company the right to so prosecute or provide for the defense of any action or proceeding, and all appeals therein, and permit the Company to use, at its option, the name of such Assured for this purpose. Whenever requested by the Company, an Assured, at the Company's expense, shall give the Company all reasonable aid in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or lawful act which in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest as stated herein, or to establish the lien rights of the Assured. If the Company is prejudiced by the failure of the Assured to furnish the required cooperation, the Company's obligations to the Assured under the Guarantee shall terminate. 5. Proof of Loss or Damage. In addition to and after the notices required under Section 2 of these Conditions and Stipulations have been provided to the Company, a proof of loss or damage signed and sworn to by the Assured shall be furnished to the Company within ninety (90) days after the Assured shall ascertain the facts giving rise [o the loss or damage. The proof of loss or damage shall describe the matters covered by this Guarantee which constitute the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Company is prejudiced by the failure of the Assured to provide the required proof of loss or damage, the Company's obligation to such Assured under the Guarantee shall terminate. In addition, the Assured may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Guarantee, which reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Assured shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which reasonably pertain to the Loss or Damage. All information designated as confidential by the Assured provided to the Company, pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Assured to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in the above paragraph, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this Guarantee to the Assured for that claim. Farm No. 1282 (Rev. 12/15/95) First American Title Insurance Company 6. Options to Pay or Otherwise Settle Claims: Termination of Liability. In case of a claim under this Guarantee, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Liability or to Purchase the Indebtedness. The Company shall have the option to pay or settle or compromise for or in the name of [he Assured any claim which could result in loss to the Assured within the coverage of this Guarantee, or to pay the full amount of this Guarantee or, if this Guarantee is issued for the benefit of a holder of a mortgage or a lienholder, the Company shall have the option to purchase the indebtedness secured by said mortgage or said lien for the amount owing thereon, together with any costs, reasonable attorneys' fees and expenses incurred by the Assured claimant which were authorized by the Company up to the time of purchase. Such purchase, payment or tender of payment of the full amount of the Guarantee shall terminate all liability of the Company hereunder. In the event after notice of claim has been given to the Company by the Assured the Company offers to purchase said indebtedness, the owner of such indebtedness shall transfer and assign said indebtedness, together with any collateral security, to the Company upon payment of the purchase price. Upon the exercise by the Company of the option provided for in Paragraph (a) the Company's obligation to the Assured under this Guarantee for the claimed loss or damage, other than to make the payment required in that paragraph, shall terminate, including any obligation to continue the defense or prosecution of any litigation far which the Company has exercised its options under Paragraph 4, and the Guarantee shall be surrendered to the Company for cancellation. (b) To Pay or Otherwise Settle With Parties Other Than the Assured or With the Assured Claimant. To pay or otherwise settle with other parties for or in the name of an Assured claimant any claim Assured against under this Guarantee, together with any costs, attorneys' fees and expenses incurred by the Assured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay. Upon the exercise by the Company of [he option provided for in Paragraph (b) the Company's obligation to the Assured under this Guarantee for the claimed loss or damage, other than to make the payment required in that paragraph, shall terminate, including any obligation to continue the defense or prosecution of any litigation for which the Company has exercised its options under Paragraph 4. 7. Determination and Extent of Liability. This Guarantee is a contract of Indemnity against actual monetary loss or damage sustained or incurred by the Assured claimant who has suffered loss or damage by reason of reliance upon the assurances set forth in this Guarantee and only to the extent herein described, and subject to the Exclusions From Coverage of This Guarantee. The Liability of the Company under this Guarantee to the Assured shall not exceed the least of: (a) the amount of liability stated in Schedule A or in Part 2; (b) the amount of the unpaid principal indebtedness secured by the mortgage of an Assured mortgagee, as limited or provided under Section 6 of these Conditions and Stipulations or as reduced under Section 9 of these Conditions and Stipulations, at the time the loss or damage Assured against by this Guarantee occurs, together with interest thereon; or (c) the difference between the value of the estate or interest covered hereby as stated herein and the value of the estate or interest subject to any defect, lien or encumbrance Assured against by this Guarantee. 8. Limitation of Liability. (a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures any other matter Assured against by this Guarantee in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby. (b) In the event of any litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title, as stated herein. (c) The Company shall not be liable for loss or damage to any Assured for liability voluntarily assumed by the Assured in settling any claim or suit without [he prior written consent of the Company. 9. Reduction of Liability or Termination of Liability. All payments under this Guarantee, except payments made for costs, attorneys' fees and expenses pursuant to Paragraph 4 shall reduce the amount of liability pro Canto. 10. Payment of Loss. (a) No payment shall be made without producing this Guarantee for endorsement of the payment unless the Guarantee has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company. (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the loss or damage shall be payable within thirty (30) days thereafter. 11. Subrogation Upon Payment or Settlement. Whenever the Company shall have settled and paid a claim under this Guarantee, all right of subrogation shall vest in the Company unaffected by any act of the Assured claimant. The Company shall be subrogated to and be entitled to all rights and remedies which the Assured would have had against any person or property in respect to the claim had this Guarantee not been issued. If requested by the Company, the Assured shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. The Assured shall permit the Company to sue, compromise or settle in the name of the Assured and to use the name of the Assured in any transaction or litigation involving these rights or remedies. If a payment on account of a claim does not fully cover the loss of the Assured the Company shall be subrogated to all rights and remedies of the Assured after the Assured shall have recovered its principal, interest, and costs of collection. 12. Arbitration. Unless prohibited by applicable law, either the Company or the Assured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Assured arising out of or relating to this Guarantee, any service of the Company in connection with its issuance or the breach of a Guarantee provision or other obligation. All arbitrable matters when the Amount of Liability is $1,000,000 or less shall be arbitrated at the option of either the Company or the Assured. All arbitrable matters when the amount of liability is in excess of $1,000,000 shall be arbitrated only when agreed to by both the Company and the Assured. The Rules in effect at Date of Guarantee shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the land is located permits a court to award attorneys' fees to a prevailing party. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. 13. Liability Limited to This Guarantee; Guarantee Entire Contract. (a) This Guarantee together with all endorsements, if any, attached hereto by the Company is the entire Guarantee and contract between the Assured and the Company. In interpreting any provision of this Guarantee, this Guarantee shall be construed as a whole. (b) Any claim of loss or damage, whether or not based on negligence, or any action asserting such claim, shall be restricted to this Guarantee. (c) No amendment of or endorsement to this Guarantee can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company. 14. Notices, Where Sent. All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of [his Guarantee and shall be addressed to the Company at 2 First American Way. Bldg. 2, Santa Ana, CA. 92707. Form No. 1282 (Rev. 12/15/95) First American Title Insurance Company NOTICE ••'` ~y~```~ ORDER NO. //~9S~T SUBDIVISION A-e~t~GE This Sketch is furnished as a eouitesy only by First American Title REC NO./VOI..&PG. Insurance Company and it is ~ a part of any title commitment ff // - / or policy oftitle insurance. N QTR N~ SEC ~ TWP ~/Y RNG This Sketch is famished solely for the purpose of assisting in ~, / (~Q n ~ AO~ Locating the premises and does not purport to show all highways, ~,~J roads, or easemettts affecting the property. Na reliance should be placed upon this sketch for the Location or dimensions of th~ propoRy and no liability is assumed for the correctness thereof O ~o - ~~ Q 2 010 1 '0402 ~03 ~ ~ 1 0101 OS Q ~ 0 ~ ® \ ~ CJ a 1 ~ ~ ' ~ ~ LJ i 5 Q Q 2Q 9 Jb Fl ss-leos O Q `t C1 ~ ~U2 © Q J ~ ~ C owu .e.~J y {~ U S E D ~ 16 ~ I S Q ,~~'° 1, to t ~ -D4Q4 Y~LM 31s~~° ~ I ~ COUNTY ~1 -10 Q~ r °i~ ®-09 _ cy iS-oscs 21-06 ` J-D' i 1 ©- 0902 ~- 06 0901. c L~`~ yr` G z i Sti' i 4 1 ~Ol I 0] ~ '~' ~'2' 1 4 0£302 c~-07 1 I BLA-1122 O 1 O1D2 O 06 O _ -09 ss-1 ma Q 1 e~.-o~sc ~ ~5~'~, ~J `ZAP 8~'P~ ~- 02 i O -070 1 2Q_04D1 I ~~ 08 I ®-0602 ~-03 i BLA-0'90 - ~DB / ., ARTICLES OF INCORPORATION OF YELM TERRA HOMEOWNERS ASSOCIATION The undersigned, for the purpose of forming anon-profit corporation under Chapter 24.03 of the Revised Code of Washington, adopts the following Articles of Incorporation: ARTICLE I NAME The name of the corporation shall be Yelm Terra Homeowners Association, hereinafter called the "Association". ARTICLE II DURATION The period of duration of the Association shall be perpetual. ARTICLE III PURPOSES AND POWERS Said corporation is organized exclusively as a homeowners association within the meaning of Section 528 of the Internal Revenue Code of 1954 (or the corresponding provision of any future U.S. Internal Revenue law). This Association does not contemplate pecuniary gain or profit to its members. The specific purposes for which this Association is formed are: (1) to provide architectural control for the development of lots; (2) to provide for the maintenance and preservation of the common areas, of certain property in Thurston County, Washington, more particularly described on Exhibit "A" to the Declaration of Covenants, Conditions and Restrictions for Yelm Terra the "Declaration"; and (3) the Association shall also promote the health, safety, and welfare of the residents within said property, and any additions thereto, all in accordance with the provisions of the Declaration. Without limiting the foregoing, the Association shall have the authority to: (a) Exercise all of the powers and privileges and perform Articles of Incorporation of Yelm Terra Homeowners Association Page 1 all of the duties and obligations of the Association as set forth in the Declaration applicable to the property and recorded or to be recorded in the Office of the Thurston County Auditor, and as the same may be amended from time to time as therein provided, said Declaration being incorporated herein as if fully set forth. (b) Fix, levy, collect and enforce payment by any lawful means, of all charges or assessments pursuant to the terms of the Declaration, and pay all expenses in connection therewith, and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association. (c) Acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association. (d) Borrow money, and with the assent of two-thirds (2/3) of each class of members, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred. (e) Dedicate, sell, or transfer all or any part of the Common Area to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless such transfer has been approved by two-thirds (2/3) of each class of members, agreeing to such dedication, sale or transfer. (f) Participate in mergers and consoli- dations with other nonprofit corporations organized for the same purposes or annex additional residential property and Common Area, provided that any such merger, consolidation or annexation shall have the assent of two-thirds (2/3) of each class of members. (g) Have and exercise any and all powers, rights, and privileges which a corporation organized under the Non-Profit Corporation Law of the State of Washington by law may or hereafter have or exercise. ARTICLE IV DISSOLUTION In the event of dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be Articles of Incorporation of Yelm Terra Homeowners Association Page 2 used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed, and assigned to any nonprofit corporation, association, trust or other organization to be devoted to such similar purposes. ARTICLE V REGISTERED AGENT The address of the initial registered office of the Association is: 4200 6th Avenue SE, Suite 301, Lacey, Washington 98503, and the name of the initial registered agent at such address is Steven L. Chamberlain. ARTICLE VI BOARD OF DIRECTORS The affairs of the corporation shall be managed by the Board of Directors (who need not be members of the Association). Pursuant to Article II(B(2)(b) of the Declaration, until the Transfer Date, Declarant shall have the right to appoint and remove the members of the Board of Directors. After the Transfer Date the Directors shall be elected by the membership at the Association's annual meeting. The number of Directors constituting the initial Board of Directors of the Association is three (3) and the name and address of the person who is to serve as Director until the first annual meeting of the members or until his successors are elected and qualified are: Name Address Steven L. Chamberlain 4200 6th Avenue SE, Suite 301 Lace}~, WA 98503 The number, qualifications, terms of office, mariner of election, time and place of meetings, and powers and duties of the Directors shall be prescribed in the Bylaws. ARTICLE VII LIMITATION ON PERSONAL LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS A. I.imitatinn nn P rcnnal t.iahil~ . No Director or officer of the Association shall be personally liable for monetary damages for conduct as a Director or officer, provided that this provision shall not eliminate or limit the liability of a Director or officer for acts or omissions that involve intentional misconduct by a Director or officer or a knowing violation of law by a Director or officer, or for any transfer from which the Director or officer will personally receive a benefit in money, property, or services to which the Director or officer is not legally entitled. If RCW 24.03 is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director shall be eliminated or limited to the full extent permitted by RCW 24.03 as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such Articles of Incorporation of Yelm Terra Homeowners Association Page 3 repeal or modification for or with respect to an act or omission of such Director occurring prior to such repeal or modification. B. indemnification of T)ir tors and nffi ers, 1. Right to indemnification. Each person who was, or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Director or officer of the Corporation or, while a Director or officer, he or she is or was serving at the request of the Corporation as a Director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a Director, trustee, officer, employee or agent or in any other capacity while serving as a Director, trustee, officer employee or agent, shall be indemnified and held harmless by the Corporation, to the full extent permitted by applicable law as then in effect, against all expense liability and loss (including attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a Director, trustee, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in Section B of this Article with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification, as is authorized by the Board of Directors of the Corporation in connection with a proceeding (or part thereof j. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Director or officer, to repay all amounts so advanced if it shall ultimately be determined that such Director or officer is not entitled to be indemnified under this Section or otherwise. 2. Right of Claimant to Rriag Slit. If a claim under Section (B)(1) of this Article is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for expenses incurred in defending a proceeding in advance of its final disposition, in which case the applicable period shall be twenty (20) days, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. The claimant shall be presumed to be entitled to indemnification under this Article upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred in Articles of Incorporation of Yelm Terra Homeowners Association Page 4 defending any proceeding in advance of its final disposition, where the required undertaking has been tendered to the Corporation), and thereafter the Corporation shall have the burden of proof to overcome the presumption that the claimant is not so entitled. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its members) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its members) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled. 3. Nnn-exclusivitP of Righ~g. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of members or disinterested Directors or otherwise. 4. insurance, Contracts and Fending. The Corporation may maintain insurance, at its expense, to protect itself and any Director, trustee, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprises against any expense, liability or loss. The Corporation may, without further member action, enter into contracts with any Director or officer of the Corporation in furtherance of the provisions of this Article and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification asprovided in this Article. 5. indemnification of F,m~lnyees and Agents of the Cnrnnratinn. The Corporation may, by action of its Board of Directors form time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to employees and agents of the Corporation with the same scope and effect as the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation or pursuant to rights granted pursuant to, or provided by, RCW 24.03 or otherwise. ARTICLE VIII INCORPORATOR The name and address of the sole incorporator is Steven L. Chamberlain 4200 6th Avenue SE, Suite 301, Lacey, WA 98503. Articles of Incorporation of Yelm Terra Homeowners Association Page 5 ARTICLE IX LIMITATION ON BENEFIT OF EARNINGS No part of the net earnings of the Association shall inure (other than by acquiring, constructing or providing management, maintenance and care of Association property, and other than by a rebate of excess membership dues, fees, or assessments) to the benefit of any member or individual. ARTICLE X MEMBERSHIP Every owner of a lot shall be a member of this Association. Membership shall be appurtenant to and may not be separated from ownership of any lot which is subject to assessment. ARTICLE XI CLASSES OF MEMBERSHIP The Association shall have two (2) classes of voting membership: (a) Class "A". Class "A" members shall be all owners, with the exception of Declarant, and shall be entitled to one (1) vote for each lot owned. When more than one person holds an interest in any lot, all such persons shall be members. The vote for such lots shall be divisible and exercised as they determine, but in no event shall more than one vote be cast with respect to any lot. (b) Class "R". The Class "B" member(s) shall be the Declarant, and shall be entitled to three (3) votes for each lot owned. The Class "B" membership shall cease and be converted into Class "A" membership upon the Transfer Date as that term is defined in the Declaration. ARTICLE XII AMENDMENT OF ARTICLES These Articles may be amended by the assent of members holding seventy-five percent (75%) of the total votes in the Association; provided, however, that until the Transfer Date, as that term is defined in the Declaration, any such amendment must be approved by Declarant; provided further, however, that the Board of Directors shall have the authority to appoint a new Registered Agent, and the Directors shall be elected as stated in the Bylaws, without the need to amend these Articles. ARTICLE XIII DEFINITION OF TERMS The terms used in these Articles of Incorporation shall have the same meaning as in the Declaration. Articles of Incorporation of Yelm Terra Homeowners Association Page 6 IN WITNESS WHEREOF, for the purpose of forming this Association under the laws of the State of Washington, the undersigned, constituting the sole incorporator of this corporation, has executed these Articles of Incorporation this - day of ,2004. Steven L. Chamberlain, Incorporator Articles of Incorporation of Yelm Terra Homeowners Association Page 7 BY-LAWS OF YELM TERRA HOMEOWNERS ASSOCIATION ABTi('i.F. i NAME AND LOCATION The name of the Corporation is the Yelm Terra Homeowners Association, hereinafter referred to as the "Association". The principal office of the Corporation shall be located at 4200 6~' Avenue, Suite 401, Lacey, Washington 98503, but meetings of members and directors may be held at such places within the State of Washington, County of Thurston as may be designated by the Board of Directors. ARTiC'i.F. ii DEFINITIONS ~ectinn 1. "Association" shall mean and refer to the Yelm Terra Homeowners' Association, its successors and assigns. S inn "Properties" shall mean and refer to that certain real property described as all of the area of Lots, (including common area) according to the Plat of Yelm Terra, recorded in the Office of the Auditor of Thurston County, in Volume of Plats, Pages ,and such additions thereto as may hereafter be brought within the jurisdiction of the Association. Section ~. "Common Areas" shall mean all real property contained in the Properties and managed by the Association for the common use and enjoyment of the Owners. "Common Areas" are defined in the Declaration of Covenants, Conditions and Restrictions for Yelm Terra (the "Declaration") which is recorded with the office of the Auditor of Thurston County, Washington in Volume at Pages ,File Number ~e inn 4. "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties with the exception of the Common Areas. Section 5. "Owner" shall mean and refer to the record owner, or contract purchaser, whether one or more persons or entities, of any Lot which is a part of the Properties. The definition of Owner excludes those having such interest merely as security for the perfonmance of an obligation. Yelm Terra By-Laws - 1 Section 6. "Member" shall mean and refer to those persons entitled to membership as provided in the Articles of Incorporation. Section 7_ "Declarant" shall hereinafter mean and refer to Yelm Terra, LLC and its successor's or assigns. Section R_ "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Property recorded in the office of the Thurston County Auditor of Thurston County, Washington. ARTiCi.F, iii MEETING OF MEMBERS Section 1 - Anneal Meetings, The first annual meeting of the members shall be held within thirty (30) days after the filing of the Declaration and each subsequent regular annual meeting of the members shall be held in October of each year thereafter, at such date and time as the Board of Directors shall determine. Section 2 - Snecial Meetings, Special meetings of the members may be called at any time by the president or by the Board of Directors, or upon written request of the members who are entitled to vote one fourth (1 /4) of all of the votes of the membership. Section 3 -Notice of Me tings. Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least fifteen (15) days before such meeting to each member entitled to vote thereat, addressed to the member's address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting. Section 4 - ni~nrnm. The presence at the meeting of members entitled to cast, or of proxies entitled to cast one-half (1/2) of the votes of the membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented. Section 5 -Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his or her lot. Section 5 -Action Taken Wthhn ~ a M pt~ne. The members shall have the right to take any action in the absence of a meeting which they could take at a meeting by Yelm Terra By-Laws - 2 obtaining the written approval of all the members. Any action so approved shall have the same effect as though taken at a meeting of the members. ARTiC'i.F, iV BOARD OF DIRECTORS; SECTION; TERM OF OFFICE Section 1 - Numher. The affairs of this Association shall be managed by a Board of three (3) directors, who shall be members of the Association. The number of directors on the Board of Directors may be changed from time to time by amendment to these Bylaws. Section 2 -Term of nffiep. At the first annual meeting and each annual meeting thereafter the members shall elect three (3) directors for a term of one (1) year. Section 3 -Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a director, his or her successor shall be selected by the remaining members of the Board or a majority vote of members if no director(s) exists and shall serve for the unexpired term of the predecessor. Section 4 - ('omrnensation. No director shall receive compensation for any service he or she may render to the Association. However, any director may be reimbursed for his or her actual expenses incurred in the performance of his or her duties. Section 5 -Action Taken Without a McPti ~. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors. ARTi('i.F. V ELECTION OF DIRECTORS Section 1 -Election. Pursuant to Article I(D) of the Declaration, until the "transfer date" Declarant shall have the right to appoint and remove members of the Board of Directors. Thereafter, unless done by unanimous written consent, election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. ARTiC'i.F. Vi MEETINGS OF DIRECTORS Section 1 -Annual Meetings.The annual meeting of the Board of Directors shall take place immediately following the annual meeting of the members as set forth in Article III, Section 1 above. Yelm Terra By-Laws - 3 Section 2 - Reg,ilar Meetings. Regular meetings of the Board of Directors shall be held without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday. Section 3 - Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any director, after not less than three (3) days notice to each director. Section 4 - nuorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. ARTiC'i.F. Vii POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1 -Power. The Board of Directors shall have power to: (a) adopt and publish rules and regulations governing the use of the common area and the personal conduct of the members and their guests thereon; (b) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration; (c) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and (d) employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties. Section 2 - nutiec. It shall be the duty of the Board of Directors to: (a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of the members who are entitled to vote; (b) supervise all officers, agents and employees of this Association, and to see that their duties are properly performed; (c) as more fully provided in the Declaration, to: Yelm Terra By-Laws - 4 (1) fix the amount of the annual assessment against each Lot no later than December 1st of each year in the manner prescribed at Article III(D) of the Declaration and fix the amount of any special or default assessment in the manner prescribed by Article III, Sections (E) and (F), respectively; (2) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each assessment due date; and (3) foreclose the lien against any property for which assessments are not paid within fifteen (15) days after due date or to bring an action at law against the Owner personally obligated to pay the same. (d) issue, or to cause an appropriate officer to issue, upon demand by a person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment; (e) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; and (f) cause the Common Areas to be maintained. ARTi('i.F. Viii OFFICERS AND THEIR DUTIES Section 1 - F.nnmeration of (~fficps. The officers of this Association shall be a president and vice-president, who shall at all times be members of the Board of Directors, a secretary and a treasurer, and such other officers as the Board may from time to time by resolution create. Section 2 - Election of officers. The election of officers shall take place at the first meeting for the Board of Directors following each annual meeting of the members. Section 3 -Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he or she shall sooner resign, or shall be removed, or otherwise disqualified to serve. Section 4 _ Special A~,nnintments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time, determine. Section 5 -Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise Yelm Terra By-Laws - 5 specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 6 -Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces. Section 7 - Multiple offices. The offices of vice-president, secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article. Section R -nudes. The duties of the officers are as follows: (a) President. The president shall preside at all meetings of the Board of Directors and the members; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes. (b) Vice-President. The vice-president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board. (c) Secretary. The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board. (d) Treasurer. The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members. ARTiC'i.F, iX COMMITTEES The Association may appoint an Architectural Control Committee, as provided in the Declaration. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose. Yelm Terra By-Laws - 6 ARTi('i.F. X BOOKS AND RECORDS The books, records and papers of the Association shall at all times during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost. ARTiC.i.F. Xi ASSESSMENTS As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within fifteen (15) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of twelve percent (12%) per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property in the manner prescribed by Article III(H) of the Declaration, and interest, costs, and reasonable attorney's fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Area owned and maintained by the Association or abandonment of his or her Lot. ARTi('i.F. Xii AMENDMENT Section l . These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy. Section 2. In the case of conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control. Yelm Tema By-Laws - 7 ARTi('i.F. Xiii MISCELLANEOUS The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation. The foregoing By-Laws of the Association were duly adopted this day of 2004. STEVEN L. CHAMBERLAIN, Managing Member YELM TERRA, LLC Attested: Yelm Terra By-Laws - 8 Exhibit "D" DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR YELMTERRA Yelm Terra,LLC, a Washington limited liability company, Yelm Terra II, LLC, a Washington limited liability company, hereinafter "Declarant", being the owners of all of the lots of the Yelm Terra Subdivision in the City of Yelm, Thurston County, Washington, in order to provide for the sound development, the proper maintenance, the protection of the environmental and aesthetic quality and the healthful conditions of the aforesaid real property and so as to provide for control of the structures, buildings and improvements to be constructed on the property, do hereby covenant for themselves, their heirs, successors and assigns and agree to keep all of the Covenants, Conditions and Restrictions hereinafter set forth and which are hereby made applicable to the aforedescribed real property and which shall be binding upon the owners thereof to the extent provided in such Covenants and all the property shall be owned, held, used, occupied and developed in conformance with the Covenants, Conditions and Restrictions set forth herein. (See attachment A for complete legal description). ARTICLE I COVENANTS RESPECTING IISE A. Land IIse and Building Types. All of the lots in the Subdivision shall be used for residential purposes only. No more than one detached single family dwelling shall be constructed on each lot. B. Architectural Control. No building or other permanent structure shall be erected or altered on any lot until the construction plans, specifications and the plans showing the location and placement of the building or structure have been approved by the Architectural Control Committee as to the quality of workmanship and materials, harmony of external design with existing structures and as to location with respect to topography and grade elevation. As a guideline, owner's or purchaser's plans will be reviewed generally as to the following, which shall not be all inclusive: Page - 1 1. The minimum square footage of living area for single family homes shall be 1,400 square feet excluding porches and garages and will not exceed two (2) stories in height. No outbuildings shall be allowed other than approved greenhouses and storage sheds, neither of which shall exceed 10x10 square feet in size and will require ACC approval. All houses shall have at least a two 2)car garage. 2. The exterior paint or stain on a structure or dwelling must be of a uniform color on all sides; a trim color is permitted as well as an accent color and front door color. 3. Yard landscaping on the front of the dwelling must be completed before occupancy or at the time construction has been completed by the builder and the home is available for sale, whichever is first. Where the Restrictions and Covenants herein set forth cannot be complied with because of land limitations or topographical conditions, the proper and orderly development of such lots shall conform to the conditions and terms of these Covenants as far as possible. The Architectural Control Committee is empowered to allow such variations as in its judgment shall permit the reasonable utilization of such lots consistent with the general plan and scheme of development herein. C. Site Plan Review. The approval of the Architectural Control Committee shall be required prior to the removal of any trees or substantial vegetation on the site, and shall be further subject to such ordinances and permits which may be required by City of Yelm. D. Building Location. Buildings and other structures located on each lot shall conform to and comply with City requirements. E. Completion of Structures. All buildings commenced on any lot shall be completed, including painting and landscaping the entire lot, not later than eight months after construction is commenced. F. Utility Services. All permanent utility services and connections thereto within the Subdivision shall be provided by underground services exclusively. Satellite dishes shall not exceed 18" in diameter and no ham radio antennae shall be permitted on the exterior of any buildings or on any lot within the Subdivision. G. Nuisances and Offensive Activities; Business and Page - 2 Commercial Activity. No nuisance or activity offensive to normal residential neighborhoods shall be permitted or maintained in the Subdivision. No type of business or commercial activity shall be conducted in the Subdivision that is not approved by the City of Yelm and any other applicable regulatory agency, that is visible to the public view or that creates regular customer, client or employee traffic. H. Vehicle Maintenance. No vehicle maintenance except emergency service shall be conducted within public view. I. Temporary Structures. No modular or mobile homes (except for the initial construction trailer) shall be permitted on any lot in the Subdivision. No building or structure shall be moved in and set upon any lot in the Subdivision. All residences shall be constructed on site. No structures of a temporary character, including but not limited to trailers, basement houses, tents, garages, barns, motor homes, sheds or outbuildings, shall be used on any lot at any time as a residence, either temporarily or permanently. When referring to trailers, the term trailer shall include all forms of trailers or mobile homes of any size, whether capable of supplying their own motive power or not, without regard to whether the primary purpose of such trailer is or is not the conveyance of persons or objects, and specifically including all automobiles, buses, trucks, cars, vans, trailers, mobile homes, and motor homes, even though they may at any time be immobilized in any way, and the restriction shall apply to any period of any time of whatever duration. Living shall be restricted to a house or dwelling constructed on the property in conformance with these Covenants. J. Boats, Campers, Travel Trailers and Motor Homes. Boats, campers, travel trailers and motor homes may be temporarily parked on a lot in conjunction with a permanent residence. All such parking shall be in a manner approved by the Architectural Control Committee whose approval or disapproval shall be final. Any trailers or motor homes parked in conjunction with any lot or parked on the street by any person shall be parked temporarily within the Subdivision no longer than 24 hours unless approved in accordance with this paragraph. K. Garbage and Refuse Disposal. No garbage, refuse, rubbish, or cuttings shall be deposited on or left on any lot unless placed in an attractive container suitably located and screened from public view. All garbage cans, refuse containers, and trash cans or receptacles shall be kept out of sight except on the days prescribed for pick-up. No building material of any kind shall be placed or stored upon any property in the Subdivision until the owner is ready to commence construction, and then such materials shall be placed within the property lines of the Page - 3 building site upon which structures are to be erected or are being erected and shall not be placed in the street. No outdoor incinerators shall be permitted. L. Livestock. No animals, livestock, or poultry shall be raised, bred, or kept on any lot. Dogs, cats, and household pets in reasonable numbers may be kept thereon if they are not kept, bred, or maintained for any commercial purpose and provided that the owners thereof conform to all city and county ordinances and all state laws applicable to the keeping of pets. M. Fences and Walls. No fences or walls shall be constructed on any lot unless approved by the Architectural Control Committee. There will be no front yard fences permitted. Walls such as retaining walls made of brick, rock, or other natural materials up to three feet in height may be permitted as part of a landscaping plan or development. All side and back yard fences shall be of pressure-treated woods, cedar, redwood, or brick materials. No steel or chain link fences are permitted. No fence or wall shall be erected, placed, or altered on any lot nearer to any street than the minimum setback for fences as required by City of Yelm. N. Discharge of Weapons. The discharge of weapons within the Subdivision shall be prohibited. Weapons shall include all firearms, b.b. guns and pistols, air rifles, air pistols, pellet guns, slingshots, bows and arrows. O. Water and Sewage. No individual water supply system shall be permitted on any lot. All lots shall be connected to the system constructed in the Subdivision. No individual sewage disposal system shall be permitted on any lot. All lots shall be connected with the City sewage system. P. Driveway and Parking. Each lot shall have a driveway and parking area so as to accommodate a minimum of two cars in front of the garage. Driveways shall be concrete to the street. No roads for ingress or egress except for driveways to the street shall be permitted. Circular driveways as shown on the site plan may be approved by the Architectural Control Committee and may be permitted. Q. Drilling and Mining. No drilling or mining in any form whatsoever shall be permitted on any lot. This shall include but not be limited to drilling, development operations, refining, quarrying, or mining, and the construction of any form of derrick or structure designed for boring or mining purposes. Page - 4 R. Site Distance at Intersections. No fence, wall, hedge, object, or shrub planting which obstructs sight lines at street intersections shall be placed or permitted to remain on any corner lot except in strict conformance with applicable law and regulations. The maximum height is three (3) feet. The same sight line limitations shall apply to any lot within 10 feet from the intersection of the street property line with the edge of a driveway or alley pavement. S. Storm Water Facilities Maintenance and Pollution Source Control Plan. The Property has been subjected to an Agreement between the Declarant and the City of Yelm entitled ~-" Agreement to Maintain Storm Water Facilities ~~ , a copy of which is attached hereto. The use of the Property is restricted by this Agreement and subject to a lien to secure repayment to the County of Thurston/City of Yelm of its costs to perform maintenance and repair to the Subdivision storm water facilities, if necessary. T. Utility Easements. An easement is hereby reserved for and granted to Puget Sound Energy, TCI Cablevision, Yelm Telephone Company, and their respective successors and assigns under and upon the exterior six (6) feet of side boundary lines of all lots, in which to install, lay, construct, renew, operate and maintain pipes, conduits cables and wire with necessary facilities and other equipment for the purpose of serving the Subdivision and other property adjacent thereto with water, electric, telephone, gas service and television service together with the right to enter upon the lot at all times for the purposes stated. An easement is hereby further reserved for and granted to the City of Yelm for all drainage shown on the plat other than those located within the public ways shown on the plat and all natural drain courses for the purpose of installing, laying, constructing, renewing, operating, maintaining drainage for said Subdivision and other property adjacent thereto. ARTICLE II ARCHITECTIIRAL CONTROL COMMITTEE AND HOMEOWNERS ASSOCIATION A. Architectural Control Committee. 1. Membership. The Architectural Control Committee initially shall be composed of three (3) members, namely, Steve Chamberlain, Dan Kelley and Tom McCollum. Any of the members of said Committee may designate a representative to act for that particular Page - 5 member. In the event of death or resignation of member of the Committee, the remaining member(s) shall have full authority to designate a successor. None of the members of the Committee nor his or her designated representative shall be entitled to any compensation for services performed pursuant to this covenant. A vacancy in the Committee shall not invalidate any of its actions or prevent the remaining member(s) from acting on any of the subjects within its purview. The initial Committee shall act until 5 years from the date of this Declaration or until Declarant has sold 100 of the lots in the Subdivision, whichever is earlier, unless the initial members of the Committee declare their control of the Committee to have ended by an instrument in writing filed for record with the Auditor of Thurston County. After the sale of 1008 of the lots in the Subdivision, or after the initial members declare their control of the Committee to have ended or after the expiration of 5 years from the date of this Declaration, whichever is earliest, the Homeowners' Association referred to in Article II(C) shall appoint the members of the Architectural Control Committee. 2. Procedure. The Committee's approval or disapproval as required in these Covenants shall be in writing and shall only be effective in writing. In exercising the discretionary powers granted to the Committee, the Committee shall at all times exercise its power in a reasonable manner, and the Committee is hereby empowered to adopt such reasonable rules or regulations as it may find to be necessary with respect to the enforcement of these Covenants. In the event the Committee or its designated representative fails to approve or disapprove any plans or specifications submitted to it within 30 days after the submission thereof or, in any event, if no suit to enjoin the construction has been commenced prior to the completion of such construction, approval will not be required and compliance with the related Covenants shall be deemed to exist so long as construction is completed in accordance with the plans or materials submitted to the Architectural Control Committee in connection with the construction or proposal for construction. B. Yelm Terra Homeowners Association. Yelm Terra, LLC, Yelm Terra II, LLC as present owners of all of the lots in the Subdivision, shall form a non-profit corporation to be named "Yelm Terra Homeowners Association" and referred to hereinafter as "Association." Page - 6 1. Membership Appurtenant to Ownership. Every owner of a lot in the Subdivision shall be deemed to be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any lot and ownership of a lot shall be the sole qualification for such membership. In the event that fee title to a lot is transferred or otherwise conveyed, the membership in the Association which is appurtenant thereto shall automatically pass to such transferee, notwithstanding any failure of the transferor to endorse to his or her transferee any certificates or other evidences of such membership, if any. The foregoing is not intended to include Mortgagees or any other persons who hold an interest in a lot merely as security for the performance of an obligation, and the giving of a security interest shall not terminate or otherwise affect an owner's membership in the Association. Notwithstanding any of the fore- going to the contrary, no owner, whether one or more persons, shall have more than one membership per lot. Membership rights in the Association shall include all rights and restrictions imposed thereon as described in this Declaration or as may be promulgated by the Board of Directors. 2. Voting. Membership in the Association shall include the right to vote. The Association shall have two (2) classes of voting membership: (a) Class "A" Class "A" members shall be all owners, with the exception of Declarants, and shall be entitled to one (1) vote for each lot owned. When more than one person holds an interest in any lot, all such persons shall be members. The vote for such lot shall be divisible and exercised as the owners determine, but in no event shall more than one vote be cast with respect to the lot. (b) Class "B" The Class "B" member shall be the Declarant, who shall be entitled to three (3) votes for each lot owned. The Class "B" membership shall cease and be converted to Class "A" membership upon the date (hereafter, the "Transfer Date") of the happening of any of the following events, whichever occurs earlier: Page - 7 (i) the expiration of five (5) years after the date of this Declaration; (ii) the date on which 100% of the lots have been transferred by the Declarant; (iii) the surrender by the Declarant of the authority to appoint directors and officers of the corporation. 3. Books and Records. The Association shall make available for inspection, upon request, during normal business hours or under other reasonable circumstances, to owners and mortgagees, current copies of this Declaration, and the books, records, and financial statements of the Association prepared pursuant to the Association's Bylaws. The Association may charge a reasonable fee for copying such materials. 4. Transfer Date of Declarants' Authority. Until the Transfer Date described in Article II(B)(2)(b), Declarant shall have the right to appoint or remove any member of the Board of Directors and any officer or officers of the Association. From and after the Transfer Date, the said Declarant shall cease to have such authority and the Directors and officers of the Association shall be appointed and removed as set forth in the Articles of Incorporation, Bylaws and Chapter 24.03 RCW. 5. Successor to Declarant. The Association duties and Declaration Subsection shall succeed to all of the rights, responsibilities of Declarant under this upon the earlier of the events listed at (B) (2) (b) of this Article. ARTICLE III COITION AREAS "Common Areas" as that term is used herein shall mean and refer to any one, and collectively, all of the following parcels of land or easements contained in the final plat: Tracts and " and the Storm Water Drainage Easement located adjacent to for the Page - 8 ARTICLE IV COVENANTS RESPECTING ASSESSMENTS A. Assessments. The Declarant, for each lot owner, hereby covenants and agrees, and every owner of every lot by acceptance of the deed or other instrument of conveyance thereof including real estate contract (whether or not it shall be so expressed in such deed or other instrument of conveyance) is deemed to personally covenant and agree, jointly and severally, and hereby does so covenant and agree, to pay to the Association: (a) annual assessments; (b) special assessments; and (c) default assessments applicable to such lot; such assessments to be established and collected as hereinafter provided. No owner may waive or otherwise escape personal liability for the payment of the assessments provided for herein by non-use of the Common Area or by abandonment or leasing of such owner's lot. Each and every owner shall pay a onetime initiation fee of $200.00, plus annual dues of $200.00. B. Purpose of Assessments. The assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety, convenience, and general welfare of the owners, including the improvement and maintenance of the Common Area . Proper uses of the assessments levied by the Association shall include, but are not limited to, the expenditures of funds for taxes, fees, expenses, charges, levies, premiums, expenditures, or other costs incurred by the Association for: 1. Installation, maintenance and repair of common paths, walkways; 2. Providing services to the Common Area such as tree care, mowing grass, caring for the grounds and sprinkling and irrigation system, landscaping, shrubs, grass, walkways and pathways; street lighting; 3. Carrying out the powers and duties of the Association; 4. Purchase of insurance for the Association; 5. Any other purposes and uses that the Board shall determine to be necessary to meet the primary purposes of the Association, including the establishment and maintenance of reserves for repair, Page - 9 maintenance, taxes, and the other uses specified above. C. Assessment Years. The first assessment year for the levying of the Association's monthly assessments shall commence upon the date of the recording with the Thurston County Auditor of the Declarant's first conveyance of the Common Area to the Association and continue thereafter until the following 31st of December. Subsequent assessment years shall thereafter commence on the first day of January and continue until the following 31st of December. D. Calculation of Annual Assessments. The Board of Directors shall prepare a budget by November 1st of each year (except the first assessment year in which the first annual assessment shall be determined at the organizational meeting of the Association) estimating its net cash flow requirements for the next year and an estimate of the assessments to be charged each owner, and the Board shall distribute the proposed budget to the owners. On or before December 1st of each year, the Board, at a Board Meeting held for that purpose and open to all members, shall approve the budget in final form, and shall determine, levy and assess the Association's annual assessments for the approaching year. Each budget shall include funds for establishing and maintaining reserves for periodic repairs, replacement, and maintenance of any improvements which must be replaced on a periodic basis, and for taxes, capital improvements, deficiencies from the prior year's Maintenance Fund, and other purposes, and shall include any expected income and surpluses from the prior year's Maintenance Fund. E. Special Assessments. Generally, in addition to the annual assessments authorized above, the Board may, at any time and from time to time, determine and levy in any assessment year a special assessment applicable to that particular assessment year for the purposes of defraying, in whole or in part, the costs, fees, and expenses of any construction, reconstruction, repair, demolition, replacement, or maintenance of the Common Area. F. Default Assessments. All monetary fines assessed against an Owner pursuant hereto, or any expense of the Association which is the obligation of an Owner or which is incurred by the Association on behalf of the Owner pursuant hereto shall be a default assessment. Notice of the amount and due date of such default assessment shall be sent to the Owner subject to such assessment at least thirty (30) days prior to the due date. G. Due Dates for Assessment Payments. Annual and special assessments may be paid in annual, quarterly or monthly installments. Unless otherwise determined by the Board, the annual assessments and any special assessments which are to be Page - 10 paid in annual installments, shall be due and payable to the Association, in advance, on or before December 31 of each year. If any such assessment shall not be paid within fifteen (15) days after it shall have become due and payable, then the Board may assess a "late charge" thereon in an amount not exceeding five percent (5~) of the unpaid assessment to cover the extra expenses involved in handling delinquent assessment payments and to encourage timely receipt of payments. Further, all such delinquent assessments shall bear interest as hereafter provided. H. Lien. All lots in the Subdivision shall be subject to the charges and assessments provided for the purposes set forth above and in the Articles of Incorporation and By-Laws of the Association. The Association shall have a lien against all lots in the Subdivision for said charges and assessments, including interest at twelve percent (12~) per annum on all such charges and assessments that are not paid when due. If said charges and assessments levied by the Association shall not be paid within one (1) month after they become due and payable, then the Association may take any or all of the following actions: 1. Suspend the voting rights of the owner during any period of delinquency. 2. Bring an action at law against any owner personally obligated to pay for the delinquent assessments. 3. Proceed to foreclose its lien in the same manner as provided for the foreclosure of mortgages under the statutes of the State of Washington. Whether or not a personal or a foreclosure action is commenced, the Association shall be entitled to recover all costs of collection of assessments from any delinquent Lot owner, including, but not limited to, the cost of title search and court costs, together with reasonable attorney's fees. Any first mortgage liens placed upon any of said lots which are recorded in accordance with the Laws of the State of Washington shall be, from the date of the recording of such mortgage, superior to such assessments and the liens provided for herein that are levied by the Association subsequent to the date that said first mortgage is recorded. ARTICLE V MODIFICATION OF COVENANTS These Covenants may be modified by an instrument in writing signed by the owners holding at least 75~ of the total votes in the Association entitled to be cast, which instrument shall be Page - 11 recorded to be effective; provided, however, that: (a) any amendment which materially and adversely affects the security, title and interest of any Mortgagee must be approved by such Mortgagee; and (b) during any period in which Declarant owns an interest in any property in the Subdivision, such amendment must be approved by Declarant. ARTICLE vi TERM AND CONSTRIICTION These Covenants, Conditions and Restrictions shall run with the land and shall be binding upon all parties and persons owning lots or an interest therein as stated above and all persons and parties claiming under these Covenants, Conditions and Restrictions for a period of 20 years from the date these Covenants are recorded, after which these Covenants shall be automatically extended for successive periods of 10 years each in perpetuity unless an instrument signed by the owners of 75~ or more of the lots has been recorded altering such Covenants in whole or in part. ARTICLE VII ENFORCEMENT Enforcement of these Covenants, Conditions and Restrictions may be by proceeding at law or in equity against any person or persons violating or attempting to violate such Covenants, Conditions and Restrictions, and such actions may be to restrain the violation or to recover damages for each violation. In any such action, the prevailing party shall be entitled to recover any court costs and reasonable attorney s fees. ARTICLE VIII SEVERABILITY Invalidation of any one or more of these Covenants by judgment or court order shall in no way affect or alter any of the other provisions which remain in full force and effect. IN WITNESS WHEREOF Declaration of covenants, Terra this day of YELM TERRA, LLC By: the parties hereto have signed this Conditions and Restrictions for Yelm 2003. YELM TERRA II, LLC By: Page - 12 Its: Its: STATE OF WASHINGTON ) ss. County of Thurston ) On this day of 2003, before me personally appeared to me known to be the/a of YELM TERRA, LLC, the limited liability company that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. Dated: 2003. (Please print name legibly) NOTARY PIIBLIC in and Washington, Residing at My appointment expires STATE OF WASHINGTON ) ss. County of Thurston ) for the State of On this day of 2003, before me personally appeared to me known to be the/a of YELM TERRA II, LLC, the limited liability company that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument.l In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. Dated: 2003. Page - 13 (Please print name legibly) Page - 14 Form No. 14 Subdivision Guarantee Guarantee No.: NCS-112958-WA3 GUARANTEE Issued by First American Title Insurance Company 3866 South 74th Street, Tacoma, W,q 98409 Tit/e O~cer.• Renee Richardson Phone: (Z53~ 471-1 Z34 FAX.• (Z53~ 671-SSZ6 Form No. 14 Subdivision Guarantee (4-10-75) 4~ .~tt s k ~ ., l ~a ~~ ~~~:G" Guarantee No.: NCS-112958-WA3 Page No.: 1 First American Title Insurance Company Nations/ Commercial Services 3866 South 74th Street, Tacoma, WA 98409 (253)471-1234 - FAX (253)671-5826 THIRD AMENDED SUBDIVISION GUARANTEE LIABILITY FEE $ 5,000.00 ORDER NO.: NCS-112958-WA3 $ 500.00 TAX $ 44.00 YOUR REF.: First American Title Insurance Company a Corporation, herein called the Company Subject to the Liability Exclusions and Limitations set forth below and in Schedule A. GUARANTEES First American Title Insurance Company herein called the Assured, against loss not exceeding the liability amount stated above which the Assured shall sustain by reason of any incorrectness in the assurances set forth in Schedule A. LIABILITY EXCLUSIONS AND LIMITATIONS 1. No guarantee is given nor liability assumed with respect to the validity, legal effect or priority of any matter shown therein. 2. The Company's liability hereunder shall be limited to the amount of actual loss sustained by the Assured because of reliance upon the assurance herein set forth, but in no event shall the Company's liability exceed the liability amount set forth above. 3. This Guarantee is restricted to the use of the Assured for the purpose of providing title evidence as may be required when subdividing land pursuant to the provisions of Chapter 58.17, R.C.W., and the local regulations and ordinances adopted pursuant to said statute. It is not to be used as a basis for closing any transaction affecting title to said property. Dated: September 13, 2004 at 7:30 A.M. Firch dmarii-~n TiF/a Tnciiranra ~'mm~anv Form No. 14 Subdivision Guarantee (4-10-75) THIRD REPORT SCHEDULE A The assurances referred to on the face page are: A. Title is vested in: Yelm Terra, LLC, a Washington Limited Liability Company Guarantee No.: NCS-112958-WA3 Page No.: 2 B. That according to the Company's title plant records relative to the following described real property (including those records maintained and indexed by name), there are no other documents affecting title to said real property or any portion thereof, other than those shown below under Record Matters. The following matters are excluded from the coverage of this Guarantee: 1. Unpatented Mining Claims, reservations or exceptions in patents or in acts authorizing the issuance thereof. 2. Water rights, claims or title to water. 3. Tax Deeds to the State of Washington. 4. Documents pertaining to mineral estates. DESCRIPTION: Parcel A1: Commencing 40 feet East and 668 feet North of the Southwest corner of the Northeast Quarter of the Northwest Quarter of Section 30, Township 17 North, Range 2 East, W.M. in Thurston County, Washington; Thence south 198 feet; Thence East 396 feet; Thence North 198 feet; Thence West 396 feet to the Point of Beginning. Parcel A2: An easement for ingress to and egress from said real property over that portion of the West 40 feet of said Northeast Quarter of the Northwest Quarter abutting upon said tract and over the West 30 feet extending therefrom to the North line thereof in Thurston County, Washington. Parcel B: That portion of the North Half of the Northwest Quarter of Section 30, Township 17 North, Range 2 East, W.M., in Thurston County, Washington, described as follows: Beginning at the Southwest corner of the Northeast Quarter of the Northwest Quarter; Thence East 5Z6 feet; Thence North 668 feet; Thence West 1262 feet, more or less, to a point 664 feet East of the West line of the Northwest Quarter; First American Title Insurance Comoanv Form No. 14 Subdivision Guarantee (4-10-75) Guarantee No.: NCS-112958-WA3 Page IVo.: 3 Thence South 668 feet; Thence East to the Point of Beginning; Except that portion thereof lying within 105th Avenue Southeast running along the SoOuth line thereof; Also Excepting therefrom that portion thereof described as follows: Beginning 436 feet East and 470 feet North of the Southwest Quarter of the Northeast Quarter of the Northwest Quarter of said Section 30, Thence North 198 feet; Thence West 396 feet; Thence South 198 feet; Thence East 396 feet to the Point of Beginning. Parcel C: Beginning at a point 40.7 rods West of the Southeast corner of the Northeast Quarter of the Northwest Quarter of Section 30, Township 17 North, Range 2 East of the W.M., in Thurston County, Washington; Thence North 39.3 roads to irrigation ditch; Thence Northwesterly along said ditch 10.32 rods; Thence South 46.6 rods; Thence East 7.3 rods to Point of Beginning; Also a strip of land ten feet wide along the Southwest bank of the said irrigation ditch beginning at the intersection of said ditch with the South line of the Northeast Quarter of the Northwest Quarter of the above mentioned Section 30, in Thurston County, Washington; Except from all of the above that portion thereof lying within 105th Avenue Southeast running along to South line thereof. Excepting therefrom the following described property: That portion of the Northeast Quarter of the Northwest Quarter of Section 30, Township 17 North, Range 2 East of W.M. in Thurston County, Washington, described as follows: Beginning at the Southeast corner of Lot 4 of Short Plat SS-1805, recorded under recording no. 8303230024; Thence South 89°24'41" East along the Easterly extension of the South line of said Lot 4 a distance of 103.22 feet more or less to the Yelm Irrigation Canal; Thence North 44°45'05" West along said canal a distance of 144.37 feet more or less to the Northeast corner of said Lot 4; Thence South 00°53'19" West along the East line thereof a distance of 101.48 feet more or less to the point of beginning. Parcel D: Part of the Northeast Quarter of the Northwest Quarter of Section 30, Township 17 North, Range 2 East of the W.M., in Thurston County, Washington: Commencing at the Southeast corner of said Northeast Quarter of Northwest Quarter; Thence West 40.7 rods; Thence North 39.3 rods to Irrigation Ditch; Thence Southeasterly along said ditch to a point 1 rod North of South line of said Northeast Quarter of the Northeast Quarter; Thence East to East line of said Northeast Quarter of Northeast Quarter; FirstAmerican Title Insurance Company Form No. 14 Subdivision Guarantee (4-10-75) Guarantee No.: NCS-112958-WA3 Page No.: 4 Thence South 1 rod to beginning; Excepting a strip of land 10 feet wide along the Southwest bank of said irrigation ditch; Also Except that portion thereof lying within 105th Avenue Southeast running along the South line thereof. APN: 22730210500 APN: 22730210600 APN: 22730210700 APN: 22730210800 FirstAmerican Title Insurance Comoanv Form No. 14 Subdivision Guarantee (4-10-75) RECORD MATTERS: 1. General Taxes for the year 2004. Tax Account No.: 22730210500 Amount Billed: $ 730.40 Amount Paid: $ 365.20 Amount Due: $ 365.20 Assessed Land Value: $ 50,600.00 Assessed Improvement Value: $ 0.00 (Affects Parcel No. A1) 2. General Taxes for the year 2004. Tax Account No.: 22730210600 Amount Billed: $ 2,779.09 Amount Paid: $ 1,389.54 Amount Due: $ 1,389.55 Assessed Land Value: $ 94,250.00 Assessed Improvement Value: $ 102,600.00 (Affects Parcel No. B) 3. General Taxes for the year 2004, which have been paid. Tax Account No.: 22730210700 Amount Billed: $ 702.39 Amount Paid: $ 702.39 Amount Due: $ 0.00 Assessed Land Value: $ 48,600.00 Assessed Improvement Value: $ 0.00 (Affects Parcel No. C) 4. General Taxes for the year 2004. Tax Account No.: 22730210800 Amount Billed: $ 896.48 Amount Paid: $ 448.24 Amount Due: $ 448.24 Assessed Land Value: $ 62,400.00 Assessed Improvement Value: $ 0.00 (Affects Parcel No. D) Guarantee No.: NCS-112958-WA3 Page No.: S FirstAmerican Title Insurance Company Form No. 14 Guarantee No.: NCS-112958-WA3 Subdivision Guarantee (4-10-75) Page No.: 6 5. Deed of Trust and the terms and conditions thereof. Grantor/Trustor: Yelm Terra, LLC Grantee/Beneficiary: G~ AB ~ Trustee: ~r-Firs~t"Am~erican Title Insurance Co., a Corporation Amount: $254,400.00 Recorded: 04/12/2004 Recording Information: 3631930 The Deed of Trust/Mortgage was Partially reconveyed as to the excepted portion of Parcel C by instrument recorded under recording no. 3664003. 6. Deed of Trust and the terms and conditions thereof. Grantor/Trustor: Yelm Terra, LLC Grantee/Beneficiary: Janette B. Loutzenhiser, as to an undivided 91.726%, Beverly B. Johnson as to an undivided 5.516%, Carol A. Rembaugh as to an undivided 1.379% and William D. Marr as to an undivided 1.379% ~ Trustee: First American Title Insurance Co., a Corporation Amount: $620,000.00 Recorded: 10/06/2003 Recording Information: 3583057 A document recorded April 12, 2004 as 3631931 of Official Records provides that the lien or charge of the deed of trust was subordinated to the lien or charge of the deed of trust recorded April 12, 2004 as 3631930 of Official Records. The Deed of Trust/Mortgage was Partially reconveyed as to the excepted portion of Parcel C by instrument recorded under recording no. 3664002. 7. Deed of Trust and the terms and conditions thereof. Grantor/Trustor: Yelm Terra, LLC Grantee/Beneficiary: GAB ,ri Trustee: First American Title Insurance Co. , a Corporation Amount: $1,975,000.00 Recorded: 04/12/2004 Recording No.: 3583058 A document recorded October 6, 2003 as 3583059 of Official Records provides that the lien or charge of the deed of trust was subordinated to the lien or charge of the deed of trust recorded October 6, 2003 as 3583057 of Official Records. A document recorded April 12, 2004 as 3631929 of Official Records provides that the lien or charge of the deed of trust was subordinated to the lien or charge of the deed of trust recorded April 12, 2004 as 3631930 and to deed of trust recorded October 6, 2003 as 3583057 of Official Records. FirstAmerican Title Insurance Company Form No. 14 Subdivision Guarantee (4-10-75) Guarantee No.: NCS-112958-WA3 Page No.: 7 The Deed of Trust/Mortgage was Partially reconveyed as to the excepted portion of Parcel C by instrument recorded under recording no. 3664004. 8. Deed of Trust and the terms and conditions thereof. Grantor/Trustor: Grantee/Beneficiary: Trustee: Amount: Recorded: Recording No.: Yelm Terra, LLC GAB First American Title Insurance Co., a Corporation $100,000.00 05/24/2004 3643737 9. Deed of Trust and the terms and conditions thereof. Grantor/Trustor: ] Yelm Terra, LLC, a Washington Limited Liability Company Grantee/Beneficiary: I Robert W Greenway Marilyn L. Greenwa~~ Trustee: First American Title Insurance Co., a Corporation Amount: $100,000.00 Recorded: 05/24/2004 Recording No.: 3643738 10. Deed of Trust and the terms and conditions thereof. Grantor/Trustor: Yelm Terra, LLC, a Washington Limited Laibility Company Grantee/Beneficiary: ]Robert W. Greenway Profit Sharing Plan and Trust and Jerald W. Smith and Mary Kave Smith _ f~~~ Trustee: First American Title Insurance Co., a Corporation Amount: $5000,000.00 Recorded: 07/70/2004 Recording No.: 3655872 The Deed of Trust/Mortgage was Partially reconveyed as to the excepted portion of Parcel C by instrument recorded under recording no. 3664005. 11. Easement, including terms and provisions contained therein: Recording Information: 973540 For: water lines Affects: Parcel No. A 12. The terms and provisions contained in the document entitled "City of Yelm Ordinance No. 543" recorded January 19, 1995 as 9501190148 of Official Records. (Affects Parcel No. A) 13. Easement, including terms and provisions contained therein: Recording Information: 9508030046 For: gas pipeline or pipelines Affects: Parcel No. B First American Title Insurance Company Farm No. 14 Guarantee No.: NCS-112958-WA3 Subdivision Guarantee (4-10-75) Page No.: 8 14. A record of survey recorded under recording no. 3552873 said survey discloses the following matters: Encroaching and/or overlapping fence along West line. (Affects Parcel No. B) 15. Any question as to the true location of the irrigation ditch. (Affects Parcel No. C and D) 16. Any question that may arise due to the shifting and/or changing in the course of the irrigation ditch. (Affects Parcel No. C and D) 17. Any question arising as to whether or not Parcel No. B and Parcel No. C are contiguous. The two legals do not tie to one another and may gap or overlap. 18. A document entitled "Mitigation Agreement", executed by and between Yelm Terra LLC and Yelm Community Shools District No. 2 recorded August 27, 2004, as Instrument No. 3669374 of Official Records. INFORMATIONAL NOTES A. Any sketch attached hereto is done so as a courtesy only and is not part of any title commitment or policy. It is furnished solely for the purpose of assisting in locating the premises and First American expressly disclaims any liability which may result from reliance made upon it. Farm No. 14 Guarantee No.: NCS-112958-WA3 Subdivision Guarantee (4-10-75) Page No.: 9 SCHEDULE OF EXCLUSIONS FROM COVERAGE OF THIS GUARANTEE 1. Except to the extent that specific assurance are provided in Schedule A of this Guarantee, the Company assumes no liability for !oss or damage by reason of the following: (a) Defects, liens, encumbrances, adverse claims or other matters against [he title, whether or not shown by the public reccrds. (b) (1) Taxes or assessments of any taxing authority that levies taxes or assessments on real property; or, (2) Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not the matters excluded under (1) or (2) are shown by the reccrds of the taxing authority or by the public records. (c) (1) Unpatented mining claims; (2) reservations er exceptions in patents or in Acts authorizing the issuance thereof; (3) water rights, claims or title to water, whether or not the matters excluded under (1), (2) or (3) are shown by the public records. 2. Notwithstanding any specific assurances which are provided in Schedule A of this Guarantee, the Company assumes no !lability for loss or damage by reason of [he following: (a) Defects, liens, encumbrances, adverse claims or other matters affecting the title to any property beyond the lines of [he !and expressly described in the description set forth in Schedule (A), (C) or in Part 2 of this Guarantee, or title to streets, roads, avenues, lanes, ways or waterways to which such land abuts, or the right [o maintain therein vaults, tunnels, ramps, or any structure or improvements; or any rights or easements therein, unless such property, rights or easements are expressly and specifically set forth in said description. (b) Defects, liens, encumbrances, adverse claims or other matters, whether or not shown by the public records; (1) which are created, suffered, assumed or agreed to by one or more of the Assureds; (2) which result in no loss to the Assured; or (3) which do not result in the invalidity or potential invalidity of any judicial or non-judicial proceeding which is within the scope and purpose of the assurances provided. (c) The identity of any party shown or referred to in Schedule A. (d) The validity, legal effect or priority of any matter shown or referred to in this Guarantee. GUARANTEE CONDITIONS AND STIPULATIONS 1. Definition of Terms. The following terms when used in the Guarantee mean: (a) Che "Assured": the parry or parties named as [he Assured in this Guarantee, or on a supplemental writing executed by the Company. (b) "land": the land described or referred to in Schedule (A) (C) or in Part 2, and improvements affixed [hereto which by law constitute real property. The term "land" does not include any property beyond the lines of [he area described or referred to in Schedule (A) (C) or in Part 2, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways. (c) "mortgage": mortgage, deed of trust, trust deed, or other security instrument. (d) "public records" records established under state statutes at Dale of Guarantee for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge. (e) "date": the effective date. 2. Notice of Claim to be Given by Assured Claimant. An Assured shall notify the Company promptly in writing in case knowledge shall ceme to an Assured hereunder of any claim of title or interest which is adverse to the title to the estate or interest, as stated herein, and which might cause loss or damage for which the Company may be liable by virtue of this Guarantee. [f prompt notice shall not be given to the Company, then all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify [he Company shall in no case prejudice the hghtr of any Assured under this Guarantee unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. 3. No Duty to Defend or Prosecute. The Company shall have no duty [o defend or prosecute any action or proceeding to which the Assured is a party, notwithstanding the nature of any allegation in such action or proceeding. 4. Company's Option to Defend or Prosecute Actions; Duty of Assured Claimant to Cooperate. Even though the Company has no duty to defend or prosecute as set forth in Paragraph 3 above: (a) The Company shall have the right, at its sole option and cost, to institute and prosecute any action or proceeding, interpose a defense, as limited in (b), or to do any other ad which in its opinion may be necessary or desirable to establish the title to the estate or interest as stated herein, or to establish the lien rights of the Assured, or to prevent or reduce loss or damage to the Assured. The Company may take any appropriate action under the terms of this Guarantee, whether or not it shall be liable hereunder, and shall not thereby concede liability or waive any provision of this Guarantee. If the Company shall exercise its rights under this paragraph, it shall do so diligently. (b) [f the Company elects to exerese its options as stated in Parabraph 4(d) the rOmpany Shall have Che right to select Cou nSe of its choice (subject CO the right of such Assured to objeR fcr reasonable cause) to represent the Assured and shall not be liable for and will not pay the fees of any other counsel, nor will the Company pay any fees, costs or expenses incurred dy an Assured in the defense of those causes of action which allege matters not coveree by this Guarantee. (c) Whenever the Company shall have brought an action or interposed a defense as permitted by Che provisions of this Guarantee, the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to appeal from an adverse judgment or order. (d) In all cases where this Guarantee permits the Company to prosecute or provide for the defense of any action or proceeding, an Assured shall secure to the Company the right to so prosecute or provide for the defense of any action or proceeding, and all appeals therein, and permit the Company to use, at its option, the name of such Assured for this purpcse. Whenever requested by the Company, an Assured, at the Company's expense, shad give [he Company all reasonable aid in any action or proceeding, securing ev,dence, obtaining witnesses, prosecuting or defending the action or lawful act whits in [he opinion of the Company may be necessary or desirable to establish [he tCe to the estate or interest as stated herein, or to establish the lien rights of the Assured. If the Company ~s prejudiced oy the failure of the Assured to furrnsh the required cooperation, the Company's obligations [o the Assured under the Guarantee shad terminate. 5. Proof of Loss or Damage. In addition to and after the notices required under Section 2 of these Conditions and Stipulations have been provided to the Company, a proof of loss or damage signed and sworn to by the Assured shall be furnished to the Company within ninety (90) days after the Assured shall ascertain the facts giving rise [o the loss or damage. The proof of loss or damage shall describe the matters covered by this Guarantee which constitute the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Company is prejudiced by the facture of the Assured to provide the required proof of loss or damage, the Company's obligation to such Assure.: under the Guarantee shall terminate. In addition, the Assured may reasonaby 'oe required Co submit to examination under oath by any authorizes representatve of the Company and shall produce for examination, inspection and copying, a[ such reasonable times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Guarantee, which reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Assured shall grant itr permission, in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which reasonably pertain to the Loss or Damage. All information designated as confidential by the Assured provided to the Company, pursuant to this Serion shall not be disclosed to ethers unless, in the reasonable judgment of the Company, it is necessary in [he administration of the claim. Failure of the Assured to submit for examina[~on under oath, proCuce other reasonably requested information or ^yrant permission to secure reasonably necessary information from third parses as recu ree n the above paragraph, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this Guarantee to the Assured for that claim. Form No. 1282 ;Rev. 12/ 15/95) 6. Options to Pay or Otherwise Settle Claims: Termination of Liability. In case of a claim under this Guarantee, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Liability or to Purchase the Indebtedness. The Company shall have the option to pay or settle or compromise for or in the name of the Assured any claim which could result in loss to the Assured within the coverage of this Guarantee, or to pay the full amount of this Guarantee or, if this Guarantee is issued for the benefit of a holder of a mortgage or a lienholder, the Company shall have the option to purchase the indebtedness secured by said mortgage or said lien for the amount owing thereon, together with any costs, reasonable attorneys' fees and expenses incurred by the Assured claimant which were authorized by the Company up to the time of purchase. Such purchase, payment or tender of payment of the full amount of the Guarantee shall terminate all liability of the Company hereunder. In the event after notice of claim has been given to the Company by the Assured the Company offers to purchase said indebtedness, the owner of such indebtedness shall transfer and assign said indebtedness, together with any collateral security, to the Company upon payment of the purchase price. Upon the exercise by the Company of the option provided for in Paragraph (a) the Company's obligation to the Assured under this Guarantee for the claimed loss or damage, other than to make the payment required in that paragraph, shall terminate, including any obligation to continue the defense or prosecution of any litigation for which the Company has exercised its options under Paragraph 4, and the Guarantee shall be surrendered to the Company for cancellation. (b) To Pay or Otherwise Settle With Parties Other Than the Assured or With the Assured Claimant. To pay or otherwise settle with other parties for or in the name of an Assured claimant any claim Assured against under this Guarantee, together with any costs, attorneys' fees and expenses incurred by the Assured claimant which were authorized by the Company up to [he time of payment and which the Company is obligated [o pay. Upon the exercise by the Company of the option provided for in Paragraph (b) [he Company's obligation to the Assured under this Guarantee for the claimed loss or damage, other than to make the payment required in that paragraph, shall terminate, including any obligation to continue the defense or prosecution of any litigation for which the Company has exercised its options under Paragraph 4. 7. Determination and Extent of Liability. This Guarantee is a contrail of Indemnity against actual monetary loss or damage sustained or incurred by the Assured claimant who has suffered loss or damage by reason of reliance upon the assurances set forth in this Guarantee and only to the extent herein described, and subject to the Exclusions From Coverage of This Guarantee. The Liability of the Company under this Guarantee to the Assured shall not exceed the least of: (a) the amount of liabilit`/ stated in Schedule A or ~n Part 2; (b) the amount of the unpaid principal indebtedness secured by the mortgage of an Assured mortgagee, as limited or provided under Section 6 of these Conditions and Stipulations or as reduced under Section 9 of these Conditions and Stipulations, at the time the loss or damage Assured against by this Guarantee occurs, together with interest [hereon; or (c) the difference between the value of the estate or interest covered hereby as stated herein and the value of the estate or interest subject to any defect, lien or encumbrance Assured against by this Guarantee. 8. Limitation of Liability. (a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures any other matter Assured against by this Guarantee in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby. (b) [n the event of any litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until [here has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title, as stated herein. (c) The Company shall not be liable for loss or damage to any Assured for liability voluntarily assumed by the Assured in settling any claim or suit without the prior written consent of the Company. 9. Reduction of Liability or Termination of Liability. All payments under this Guarantee, except payments made for costs, attorneys' fees and expenses pursuant to Paragraph 4 shall reduce the amount of liability pro tanto. 10. Payment of Loss. (a) No payment shall be made without producing this Guarantee for endorsement of the payment unless the Guarantee has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company. (b) When liability and the extent of loss or damage has been definitely fixed ~n accordance with these Conditions and Stipulations, the loss or damage shall be payable within thirty (30) days thereafter. 11. Subrogation Upon Payment or Settlement. Whenever the Company shall have settled and paid a claim under this Guarantee, al! right of subrogation shall vest in [he Company unaffected by any ail of the Assures claimant. The Company shall be subrogated to and be entitled to all rights and remedies which the Assured would have had against any person or property in respect to the claim had this Guarantee not been issued. If requested by the Company, the Assured shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. The Assured shall permit the Company to sue, compromise or settle in the name of the Assured and [o use the name of the Assured in any transaction or litigation involving these rights or remedies. If a payment on account of a claim does not fully cover the loss of the Assured the Company shall be subrogated to all rights and remedies of the Assured after the Assured shall have recovered its principal, .merest, and costs of collection. 12. Arbitration. Unless prohibited by applicable law, either the Company or the Assured may demons arbitration pursuant to [he Title Insurance Arbitration Rules of the American Arbitration Association. Arbitrable matters may include, but are not limited to, any controversy cr claim between the Company and the Assured arising out of or relating to this Guarantee, any service of the Company in connection with its issuance or the breach of a Guarantee provision or other obligation. All arbiGable matters when the Amount of Liability is 51,000,000 or less shall be arbitrated at the option of either the Company or the Assured. All arbitrable matters when [he amount of liability is in excess of 51,000,000 shall be arbitrated only when agreed [o by both the Company and the Assured. The Rules in effect at Date of Guarantee shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the land a located permits a court to award attorneys' fees to a prevailing party. Judgment upon the award rendered by [he Arbitrator(s) may be entered in any court haven: JurisdiQion thereof. The law cf the situs of the land shall apply [o an arbi[rabon under [he Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. 13. Liability Limited to This Guarantee; Guarantee Entire Contract. (a) This Guarantee together with all endorsements, if any, attached hereto by the Company is the entire Guarantee and contras[ between the Assured and the Company. In interpreting any provision of this Guarantee, this Guarantee shall be construed as a whole. (b) Any claim of loss or damage, whether or not based on negligence, or any action asserting such claim, shall be restricted to [his Guarantee. (c) No amendment of or endorsement to this Guarantee can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating offcer or authorized signatory of the Company. 14. Notices, Where Sent. All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this Guarantee and shall be addressed to the Company at 2 First American Way. Bldg. 2, Santa Ana, CA. 92707. Form No. 1282 (Rev. 12/15/95) •` ""`'~~ ORDER NO. lI~9S~% NOTICE '~ SUBDIVISION A-~R~/fG~ This Sketch is furrtishod as a courtesy only by First American Title REC NO.NOL.&PG. Insurance Company and it is ~ a part of any title commitment `,//''~ '' or policy of title insurance. N QTR N~ SEC yQ TWP [~i/ RNG This Sketch is furnished solely for the purpose of assisting in y~/~Q ~ ~ AO~ ~ Locating the premises and does not purport to show all highways, J ~/~~~~r~) roads, or easements affecting the property. No reliance should be placed upon this sketch fa the location or dimensions of tb property and no liability is assumed for the cerrectrtess thereof U ~ O ~o 1 C~ O _0402 z 0~ +~N0101 i 05 2a ~ QI ~ G 2 olol ~\~' ~ ~ II 9 ~, ~\ ~ o o ~ - ss-yeas ~~ ~ ©-oa~1~ ~ I ,5\t4 © ~ ~ 4 ~/ ~ ~ O C ~~U1 e ~ ~~ ti O ~7 t~~ onu B U S E D - -0404 3t9~.n`-`~° ~~ YELM ~, COUN7v i~10 ! 1 ~~`~/ o~` ~09 j ti ss-o+s+ ~ z1-o6 C~-o' \ ~ V ©-o9oz ~, ~1 - 06 ~sli-OB -0901 . c i -- _ `~`~O~l y ~~ ~ ~, i t~c1 i ,_.I._. ~01~ I ~ ~ ~ ~j-oaaz _~Qe, d ~ ~ I~ ~A-ttze ~ 1 J j o~ O mo o` i I i O -o~ I s~_,++~ ~ 3 ~ ~ ~ A....«. U I ~J P Z,,,~I oz ~-J e` ~ i ~ -~ -001 '~-pa01 ~~-oe j (I ~ ~:( ~~ ®-060c' I I ~-03 i I ~ Bl A_079G~ ~~ ~-' ~3:-0~ i 1 -0403 j I~