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CC&Rs 001~ of Yelm ha R. Box Box 479 m, WA 98597 Document title(s) (or transactions contained therein): 1. Declaration of Protective Covenants for Willow Glen Division III. Reference Number(s) of Documents assigned or released: (on page of documents(s)) Grantor(s) (Last name, first Dame, middle initial) L Yelm Property Development 2. Willow Glenn Division III Subdivision Grantee(s) (Last name, first name, middle initial) 1. Ciry of Yelm 2. Legal Description (abbreviated: i.e. lot, block, plat or section, township, range) A portion of block 35 of McKenna irrigated tracts S 2Q, T 17N, R 28, W.M. Assessors Property Tax Parcel/Account Number: 64303500200 3974465 Page 1 of 27 11IY912V0~ X012 PM Covenant TM1Urst On GOUnty WasM1in9t On CITY OF YELM (IIIIIII III IIIIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS OF WILLOW GLENN DIVISION III The undersigned, Brockton Construction, LLC, a Washington limited liability tympany, whose managing member currently is Dennis M. Balascio, hereinafter Declarant, being the Owner of all of the following described Real Property in Thurston County, Washington: Legal Description: Lot 2 in Block 35 of McKenna imgated tracts, as per plat recorded in Volume 9 of Plats, Pages 43 and 44, records of Thurston County Auditor; except [ha[ portion conveyed to the State of Washington by deed recorded under Recording No. 564006; situate in the County of Thms[oq State of Washington. in order to provide for the sound development, the aesthetic quality and the healthful condition of [he aforesaid property and such additions thereto as may hereafter be brought within the jurisdiction of the Association, and so as to provide for control of the structures, buildings and improvements [o be constructed on the properly, do hereby covenant for [heir successors, heirs and assigns, and agrce [o keep all of [he covenants, conditions and restrictions hereinafter se[ forth and which are hereby made applicable to the afore described Real Property, and which shall be binding upon [he Owners thereof [o 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. ARTICLE ONE: DEFllVITTONS For purposes of the Declaration, Articles of Inwrporations and By-Laws of the Association certain words and phrases have particular meanings which are as follows: 1. "ACC" shall mean the Architectural Control Committee, eB described in this Agreement. 2. "Articles" shall mean the Association's Articles of Incorporation and any Amendments. 3. "Association" shall mean the Willow Glenn Phase III Homeowners Association formed as anon-profit corporation for the purpose of administering [his Declaration. 4. "Board" or "Board of Directors" shall mean the Board of Directors of [he Association. 5. "By-Laws" shall mean the Association's By-Laws and any amendments. 6. "Common Areas" shall include but not be limited to Tracts A, B and C as delineated on Willow Glenn Phase III. Common Areas shall also mean the property both real and personal in which the Association has been granted an ownership interest, easement or 3974465 Page 2 of 27 nlssrz©or aa.~z FM cwananl TM1Urxlon LounlY Wa5M1in9ton CITY OF YELM (IIIIIII III IIIIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII right of control by any written instrument including this Declaration or by delineation and declaration of the same on the plat map recorded as referred to above. 7. "Declaration" shall mean this Declaration of Protective Covenants, Conditions and Restrictions, and any amendments [hereto. 8. "Developer-DeclaranP' The Developer and Declarant shall mean Brockton Conslmc[ioq LLC, a Washington limited liability company, however, Developer shall also include any entity which purchases multiple Lo[s From Brockton Construction, LLC for [he purposes of constructing residences thereon. Until such time as Brockton Construction, LLC or any other entity purchasing multiple Lots has sold all [he Lots by [hat party then such patty shall jointly exercise all rights reserved to the Declarant as se[ forth in [his Declaration. At any lime as such party has sold or conveyed all the Lots held by [hat entity, [hen that party shall no longer be considered a Developer or Declarant. 4 "Development Period" shall mean [he period of time from [he date of recording of this Declaration until one hundred eighty (180) days after the date upon which 100 percent (100%) of the Lots have been sold by [he Developer or any shorter period of time as determined by the Ieveloper. A partial delegation of authority by the Developer of any of the management duties described in this Declaration shall no[ terminate the Development Period. In [he event any loans with respect to any of the Lots are insured through the Federal Housing Administration (FHA), the Veterans' Administration (VA), [he Federal National Mortgage Association (FNMA), and the Federal Home Loan Mortgage Corporation, then in that event, the Development Period shall terminate at such time as seventy-five percent (75%) of all the Lots have been closed and sold to other than builders. 10. "Housing Unit" shall mean [he building occupying a Lot. I I . "Institutional First Mortgagee" or "Mortgagee" shall mean a bank or savings and loan association or established mortgage company, or other entity chartered under Federal or State laws, any corpore[ion or insurance company or state or federal agency which holds a firs[ note or deed of trust against a Lot or Housing Unit thereon. 12. "LoP' shall initially refer to one of [he Lots located in [he Real Property described in the Plat of Willow Glenn Phase III. 13. "Member" shall mean every person or entity that holds a membership in the Association. 14. "Mortgage" shall mean a mortgage or deed of imst encumbering a Lo[ or other portion of [he Properties. I5. "Owner" shall mean the recorded Owner of a Lot whether one or more persons or entities, but excluding those having such interests merely as security. Areal estate contraM purchaser shall be deemed [he Owner. 16. "Person" shall mean a natural persoq a corporation, a partnership, trustee or other legal entity. 3974465 Page 3 of 27 1112912nOT 04 12 PM Covenant CITYSOF YELMntY WasM1 ln9lon (IIIIII III IIIIII IIII IIIIII VIII (IIIIII IIIIII IIII IIII VIII VIII (IIII III VIII VIII IIII IIII 17. "Real Property" [hat is subject to [his Declaration is legally described as Lot 69 through Lot 123 of Willow Glenn Phase 111, and such other additional Real Property as may be brought within the jurisdiction of the Association by amendments to [his Declaration. 1 g. "Sale" or "Sold" shall mean the date upon which ownership of a Lot is transferred from an Owner to another person or entity by recordation of an instrument of transfer such as a deed or real estate contract. ARTICLE TWO: MANAGEMENT OF COMMON AREAS AND ENFORCEMENT OF DECLARATION Section One' Development Period. During [he Development Period [he Declarant shall appoint the sole director of the Association. The Declarant may also appoint Members of the Association to other committees or positions in [he Association as [he Declarant deems appropriate to serve at the Declarant's discretion and may assign responsibilities, privileges and duties to the Members as the Declarant determines for such time as the Declarant determines. Any Member appointed by [he Declarant during the Development Period may be dismissed at the DeclaranPs discretion. The Declarant shall also appoint Members to the Architectural Control Committee. At such time as the Declarant has sold and conveyed all Lots, then the Declarant, or its Members, may resign as a director of [he Association and from any other committee for [he duration of the Development Period. At such time as the Declarant has sold and conveyed all Lots then any Developer as defined in the Agreement for the duration of the Development Period shall be entitled to appoint a director [o the Association as well as a Member to the Architectural Control Committee. Sect on Two' Puruose of Development Period The Developer's control of [he Association during the Development Period is established in order to ensure [ha[ the Properties and [he Association will be adequately administered in [he initial phases of development, ensure an orderly transition of Association operations, and [o facilitate the Developer's completion of construction of Housing Units. Sectio Three Authoriri of Association After Development Period. At the expiration of Developer's management authority the Association shall have the authority and obligation to manage and administer the Common Areas and to enforce [his Declaration. Such authority shall include all authority provided for in the Association's Articles, By-Laws, rules and regulations and this Declaration. The Association shall also have the authority and obligation [o manage and administer the activities of the ACC in its responsibilities as described in this agreement. Section Four Delectation of Authoriri. The Board of Directors or the Developer may delegate any of its managerial duties, powers or functions [o any person, firm or corporation. The Board and the Developer shall not be liable for any breach of duty, negligence, omission, intentional act or improper exercise by a person who is delegated any duty, power or function by [he Board of Directors or [he Developer. Section F~ve~ Termination of Development. Upon termination of the Development Period, the Declarant, or in the event the Declarer has resigned as a director of the Association, 3974465 Page 4 of 27 m~~9 ia~oc ~~iv~ua:n ms~o~co~e~a~c CItY OF VELM (IIIIIII III IIIIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII [hen [he Developer, in acwrdance with the Bylaws, shall conduct by mail, an election of a Board of Directors who shall then ac[ in acwrdance and in connection with the teens and provisions of the Articles of Incorpom[ion, Bylaws and this Declamtion. However, in [he alternative, not less than [en (10) nor more than thirty (30) days prior [o [he termination of the Development Period, the Declarant, or any Developers who then constitute the Board, may give written notice of termination of [he Development Period to the Owner of each Lot Said notice shall specify the date when the Development Period will terminate and [hat a[ such time a meeting of [he Members shall be called in accordance with the Bylaws at which time Members shall then elect directors in accordance with the terms and provisions of the Articles of Incorporation, Bylaws and this Declaration. ARTICLE THREE,: MEMBERSHIP Every person or entity who is an Owner of any Lo[ agrees [o be a Member of the Association by acceptance o(a deed for such Lot. Membership may not be separated from ownership of any Lot All Members shall have rights and duties as specified in [his Declaratioq and in the Articles and Bylaws of [he Association. ARTICLE. FOUR: VOTBVG RIGHTS Members shall be entitled to one vote for each Lot owned. No more than one vote shall be cast with respect to any Lot. The voting rights of any Member may be suspended as provided in the Declaration, or the Articles or Bylaws of [he Association. Member's votes may be solicited and tabulated by mail or facsimile. ARTICLE FIVE,: DEED AND DEDICATION OF COMMON AREAS Section One' Conveyance of Common Areas. Upon recording of this Declaration, the Declarant does hereby convey and Imns(er all o(i[s right, title and interest in and to Tracts A, B and C, as shown on the plat of Willow Glenn Phase 11I, to [he Willow Glenn Phase III Homeowners Association. The Declarant, however, reserves for the bene6[ of the Declarant, its successors and assigns, those certain rights of use, ingress, egress, occupation and control indicated elsewhere in this Declaration for the duration of the Development Period, a[ which time [his reservation shall cease and then be of no further force and effect. These tracts and any other Real Properties and improvements which are described herein are referred to as the `Common Areas" together with any easements which are for [he benefit of the Association or Members which are also defined as being "Common Areas" under the terms of this Declaration. Section T o' Property Ri¢h[s in Common Areas. The Association shall have the right and obligation io maintain improvements, vegetatioq signage and utilities in and on all Common Areas, including the maintenance of [he s[ortn water system. The Association shall have the exclusive right [o use and manage the Common Areas in a manner consistent with [he plat, this Declam[ioq the Articles and the Bylaws of the Association. ARTTCLE SIX: MAINTENANCE AND COMMON EXPENSES Section One: Standard of Maintenance -Common Areas. The Association shall maintain the Common Areas in a manner consistent with good building and nursery practices, Page 5 of 27 3974465 co~anan~ I uz9r2eoT oars cn CITVZOF YELI~ntV 412zhing[on I IIIIIII III IIIIII IIII IIIIII VIII IIII IIIIIII III III IIII IIII VIII VIII IIIIIII III VIII VIII IIII I III and in compliance with all applicable codes and regulations. Together with all easements which are for the benefit of all Lo[ Owners, the Common Areas include bm are not limited to the following: A. Tracts A, B and C are storm water retentions tracts described in and shown on the Plat of Willow Glenn Division III. B. All easements which have been established for the benefit of Lo[ Owners or the Association, or which may be delineated on the plat of Willow Glenn Division III; such easements are reserved for [he benefit of all Lo[ Owners as well as easements that are reserved for the benefit of [he Association for the purpose of the installation, maintenance, and repairing of any improvements of any other installations constructed within said easement areas. Section Two' Standard of Maintenance -Lots and Plantin Sg trios. Each Lot Owner hereby covenants and agces [o maintain his respective Lot (including as a part of said Lot the Planting Strip located between the street and the sidewalk adjacent to the Owner's respective Lot, if any) and [he Housing Unit located thereon in [he same condition as a reasonably prudent homeowner would maintain his own home so that the Real Property will reflect a high pride of ownership. Each Lot Owner shall perform at the Lot Owner's expense the maintenance and upkeep of any drainage swales and/or underground drain lines and catch basins installed on they Lot. Section Three: Remedies for Failure to Maintain. If any Lo[ Owner shall fail to conduct maintenance on his Lot or the exterior of the Housing Unit located thereon, or fails to maintain the Lm and the exterior of the Housing Unit in the same condition as a reasonably pmdent homeowner, or in a manner which preserves [he drainage for other Lots, the Association shall notify the Lo[ Owner in writing of the maintenance required. !f the maintenance is not performed within thirty (30) days of the day notice is delivered, the Association shall have the right to provide such maintenance, and to levy an assessment against the non-performing Lot Owner and his Lot for the cost of providing the maintenance. The assessment shall consfim[e a lien against the Lot owned by the non-performing Lot Owner and may be collected and foreclosed in the same manner as any other delinquent monthly or special assessment. The Association shall have all remedies for collection as provided in the Declaration. In the event that emergency repairs are needed to wrect a condition on a Lot which poses a substantial risk of injury or significant property damage to others, the Association may immediately perform such repairs as may be necessary alter the Association has attempted to give notice to the Lot Owner of the repairs necessary. Such notice in emergency circumstances shall be sufficiem if albemp[ed orally or in writing immediately prior to the Association's undertaking the necessary repairs. Emergency repairs performed by the Association, if not paid for by the Lot Owner, may be collected by the Association in the manner provided for herein, notwithstanding the failure of the Association [o give the Lot Owner the thirty (30) day notice. Section Four: Common Expense. The Association shall perform such work as is necessary to carry out the duties described in this Declam[ion, and shall delegate the responsibility for management and supervision of such work to the Board, the ACC or [o a manager or agent hired by the Board for the purpose of such management and supervision. Expenses for such work shall be paid by the Association for the benefit of all Lot Owners and 3974465 Page 6 of 27 ivaarzoor oa. iz PM coua~a~e rnu,i [o~ cuumv wasnmem~ C[tY OF YELM (IIIIIII III IIIIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII If shall be referred [o as common expenses. The common expenses shall be paid by the Association from funds collected Gom assessments paid by Lo[ Owners. The common expenses shall include, but shall not be limited [o the following: I . The Real Property taxes levied upon the Association for the Common Areas; 2. The cos[ of maintaining all required insurance coverage and fidelity bonds on any Common Areas, and for directors and officers of [he Association and [he ACC; 3. The cost of maintaining, repairing and replacing all Common Area improvements, [he storm water system within the Pla[, signs, perimeter fencing, if any, constmcted by Declarant, and plantings and landscaping situated on any planting strips which are located between the edge of any sidewalk and the curb of any roadway within the Plat, if the same are no[ maintained by applicable governmentaljurisdictions. The cost of maintenance of all landscaping along easement boundaries which are adjacent to residential Lots, including but no[ limited to the storm water facilities and the storm water facility easement. 4. The Association shall also assume, pay and be responsible to maintain the storm water facilities and to implement a pollution source control plan according to the terms of an Agreement [o be executed between [he City of Yclm and the Declarant. 5. Any other expense which shall be designated as a common expense in [he Declaration, in izs Exhibits, or from time to time by the Association. Section Five: Sanctions for Failure [o Maintain. In the event [he Association or its successors, in thejudgment of the City of Yelm, fails to maintain d2inage facilities within the plat, or if the Association or its successors willfully or accidentally reduces the capacity of the drainage system or renders any part of the drainage system unusable, the Association or its successors agree to [he following remedy: After thirty (30) days notice by registered mail to the Association or successors, the City of Yelm may correct the problem or maintain facilities as necessary [o restore the full design capacity of the drainage system. The City of Yelm will bill the Association or successors for all costs associated with the engineering and construction of the remedial work. The city of Yelm may charge interest as allowed by law from the date of completion of construction The City of Yelm will place a lien on all of the property of the Association and/or Lo[s within the Pla[ of Willow Glenn Phase Ill for payments in arrears. Costs or fees incurted by the City of Yelm, should legal action be required to collect such payments, shall be borne the Association or successors. Sect on Six Extraordinary Use Expenses. In [he even[ [ha[ one or more Lot Owners should, by their use of the Common Areas, cause it to be subjected to other than reasonable wear and tear, or by their actions damage [hose Common Areas or any improvements located [hereon or [herein, then the individual subjecting the Common Area to such use shall have the obligation to repair such damage, upon demand by the Association, and [o restore such Common Area to the condition that existed prior [o such use or action, and all expenses therefore shall be paid by such individual. 3974465 Page 7 of 27 nrzsr zoos ©nu vn cove~a~r rn~rsm~ co~~rv wammsro~ crrr or vs~n ~~~~ ~ ~~~~~ ~~~ ~~~ ~ III ~~~ ~~~ ~~~ III ~~ ~~~ ~~~ ~ ~I ~~ ~~ ~~ Section Seven' Owners' Easements of Eniovment. Each Owner shall have a right in an easement of enjoyment in and [o the Common Areas which shall be appurtenant to and shall pass with title (oq if applicable, with the equitable title held by real estate contract purchaser) to every Lo[, subject to the following provisions: A. The right of the Declarant or the Association to establish use and operation standards for all Common Areas, to be binding upon all Association Members along with enforcement standards. B. The right of [he Declarant (during the Development Period) or the Association (after the Development Period) to dedicate or transfer all or any part of the Common Areas [o any public agency, authority or entity for such purposes and subject to such conditions as the Declarant or Members, as applicable, may deem appropriate. ARer the Development Period, no such dedication or transfer shall be effective unless the instrument agreeing [o such dedication or transfer is signed by Owners of two-thirds of the Lots, and has been recorded. C. Any Owner may delegate their right of enjoyment to the Common Areas and facilities to [he members of [heir family, their tenants, or [heir guests, subject to the limitations set forth about. Section Ei¢hf Insurance Nothing shall be done or kept in any Common Areas which will increase the rate of insurance on the Common Areas or other Lo[s or improvements without the prior written consent of the Board. Nothing shall be kept in any Common Area which will result in cancellation of insurance on any part of the Common Areas or which would be in violation of any laws or ordinances. Section Nine: Alteration of Common Areas and Common Maintenance Areas. Nothing shall be altered or consWCted in, or removed from any Common Maintenance Area or Common Area except upon prior written consent of the Board. There shall be no construction of any kind within the Common Areas except that community improvements may be constructed if two-thirds of the Members of the Association authorize (1) the construction of such improvements, and (2) assessment for such improvements. Also, any such improvements would be subject to the acquisition of all required permits from governmental agencies. This Section shall not limit or prohibit Dwlarant (and no Member's consent shall be necessary), during [he Development Period, from constmcting or altering any such improvements [o any Common Areas or any Common Maintenance Area, which Declarant in DeclaranPs sole discretion, deems for [he benefit and enhancement of said areas and the Association in general. Section Ten: Dum in in Common Areas Common Maintenance Areas or Wetland and Buffer Areas. No [rash, construction debris, or waste, plant or grass clippings or other debris of any kind, nor any hazardous waste, (as defined in federal, slate or local law regulation) shall be dumped, deposited or placed on any Common Areas, Common Maintenance Areas or easements. The Declarant (during the Development Period) and the Board thereafter, shall retain the rights for enforcement and initiation of penalties for violations of this policy. Section Eleven: Landsca in and Fencin . No permanent structures or landscaping of any kind, including fences, walls or shrubs, may be built or placed within any right-of--way 3974465 Page 8 of 27 11 R9/20e7 ~C'.1Y PM Loaenanl TM1Ur Sf on LOUnty WdSM1inglon LIiY OF YELM (IIIIIII III IIIIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII easements or other easements az delineated on the plat ezcep[ az deemed appropriate by the Board. This prohibition shall no[ apply to the landscaping and any improvements in the Common Maintenance Areas installed by the Declarant, nor shall this Section prohibit the Association from installing additional improvements or landscaping within [he designated Common Areas or Common Maintenance Areas, nor shall [his Section prohibit [he installation of fences az may be otherwise allowed in this Declaration, nor shall [his Section prohibit [he installation of landscaping on private Lol areas encumbered by utility easements no[ otherwise restricted in [he Declaration. Also, this prohibition shall not apply to landscaping of front or side yards of Lots extending to the edge of [he curb or sidewalk and public right-of-way. Section Twelve Mana¢emen[. Each Owner expressly covenants [hat the Declarant (during the Development Period) and the Board thereafter, may delegate all or any portion of management authority to a managing agent, manager or officer of [he Association and may enter into such management contracts or other service contracts to provide for the maintenance of [he Common Areaz and Common Maintenance Areas and any portion thereof. Any management ageement or employment agreement for maintenance or management may be terminable by the Association, without cause, upon no[ more than ninety (90) days written notice thereof. (However, this shall nol be applicable if the management agreement provides for any other specific termination.) The term of any such agreement shall no[ exceed one year, renewable by agreement of the parties for successive periods of up [o three years each. Each Owner is bound to observe the terms and conditions of any management agreement or employment contract, all of which shall be made available for inspection by any Owner upon request. Any fees or salary applicable to any such management employment or service agreement shall be azsessed [o each Owner. ARTICLE SEVEN: ASSESSMENTS Section One: Covenants for Maintenance Assessments. 1. Declarant, for each Lot owned by it, agrees, and each Owner of a Lo[ by acceprance of a deed therefore, whether or not it shall be so expressed in any such deed or other conveyance, is deemed to agree to pay to the Association annual or other regular assessments. 2. The annual or other regular and special assessments, together with interest, costs and reasonable attorney's fees, shall be a charge and a continuing lien on the Lot against which each such assessment is made. The Associa[ioq in like manner az a Mortgage of Real Property, may foreclose such lien. 3. Each azsessmen[, together with interest, costs, and reasonable attorney's fees, shall also be the personal obligation of the person who was the Owner of the Lo[ assessed at the time [he assessment fell due. The personal obligation shall no[ pass [o the Owner's successors-in-interest unless expressly assumed by them. The new Owner shall be personally liable for assessments that become due on and after the date of sale or transfer. 4. Unless otherwise provided for in this Declaration, no Lo[ owned by a Declarant shall be subject [o any annual or other assessments. 3974465 Page 9 of 27 11129/2ne] 0012 Pn Covenant TM1Urs ton Lounly Washington CITY OF YELM (IIIIIII III IIIIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII Section Two' Purpose of Assessments. The assessments levied by [he Association shall be used exclusively for the purpose of promoting the recreation, health, safety and welfare of the residents of the Property, including [he improvement, repair and maintenance of the Common Areas and [he services and facilities related to the use and enjoyment of said areas, for the payment of insurance premiums on the Common Areas and for [he maintenance of other areas as provided for in this Declaration. Section Three Board [o Fix Annual or Reeular Assessment The Board of Directors shall fix the regular or annual assessment at least thirty (30) days prior [o [he wmmencement of [he annual or regular assessment period. Written notice oT[he annual or regular assessment shall be sent to every Owner. In the event the Board fails [o fix an annual or regular assessment for any assessment period, the assessment established for the annual or regular assessment of the prior year shall automatically be continued until such time as the Board acts. The annual or regular assessments shall be sufficient to meet the obligations imposed by [he Declaration and any supplementary declarations, and shall be sufficient to establish an adequate reserve fund for the maintenance, repair and replacement of [hose Common Areas which require such actions on a periodic basis. In the event there is any increase in the annual or regular assessment of more than five percent (5%) of the annual or regular assessment for the prior assessment period, [hen i[ must be approved as provided for in the Bylaws of the Association which are incorporated herein as though fully set forth. Section Fou ~ Scecial Assess ents for Capital Improvements. fn addition [o the annual or regular assessments authorized above, the Association may levy in any assessment year, a special assessment applicable to that year only, for the purpose of defraying, in whole or in part, the ws[ of any construction or reconstruction, unexpected repair or replacement of capital improvements upon the Common Areas, including the necessary fixtures and personal property related thereto. Any special assessment for capital improvements must be approved in accordance with [he provisions of [he Bylaws of the Association which are incorporated herein az though fully se[ forth. Section Five: Rate of Assessment Bo[h annual and regular, and special assessments shall be fixed a[ a uniform rate for all Lo[s. Section Six: Initial Assessment The initial assessment which shall be paid by any Lo[ Owner who acquires a Lo[ from the Developer shall be $250.00 (Two Hundred Fifty Dollars and No Cents) for each Lot so acquired at time of closing of [he purchase of said Lot; that amount shall be paid to, and held by, the Association to pay for Association ezpenses under the terms of this Declaration. This initial assessment shall be in addition to the annual azsessment or any pro- rated portion [hereof which may be assessed pursuant to Section Seven. Section Seven: Annual Assessment. The annual azsessmen[ shall be $120.00 (One Hundred Twenty Dollars and No Cents) per Lo[ commencing on January I, 2007. Each Lot Owner, upon purchasing from a developer or builder, shall pay the pro-rata portion of said assessment. Said annual assessment shall be due on or before January 30'" of each year in which the assessment is made. The above-referenced annual assessmenS and all subsequent annual assessments, shall be paid to the Homeowners Association who shall then pay for the expenses of [he Association as required under the terms of this Declaration. In the even[ [he expenses of the 3974465 Page 19 of 27 TM1UZSI °oeCOantv~Wasbin9toneovenanl LITV OF VELM (IIIIIII III IIIIII VIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII Association are in excess of [he assessments collected, [hen the developers who subsequently purchase from the Declarant shall pay the difference to the Association on a pro mta basis as determined by [he number of Lo[s owned by all such developers. At such time as there have been sufficient assessments collected by the Association, then said developer shall be reimbursed. The Declarant shall no[ be responsible or liable for the payment of any assessment against any Lot owned by the Declarant. Section Eiehf Certificate of Payment. The Association shall, upon written demand, famish a certificate in writing setting forth whether the assessment on a specified Lot has been paid. A reasonable charge may be made for [he issuance of the certificate. Such certificates shall be conclusive evidence of payment of any assessment stated to have been paid. Section Nine' Scecial Assessments. In addition to the assessments authorized above, the Associatioq by its Board of Directors may levy, in any year, a special assessment applicable to that year only, for the purpose of defraying the cost of any constmction or reconstme[ion, unexpected repair or replacement of facilities in the Common Areas. However, the Developer shall not be obligated to pay any special assessments on Lots owned by [he Developer. Assessments may be made based upon the estimated cost of such work, prior to [he work's commencement, provided such estimate has been provided by a contractor retained by the Board for the purpose of such estimate. All special assessments for constmction of new facilities or acquisition of new equipment, which is not for the upgrade, repair or replacement or existing constmction or equipment, shall require approval oftwo-thirds of [he Members. Section Ten' Fines Treated as Scecial Assessments. Any fines levied by [he Association pursuant [o RC W Chapter G4.3S (or successor statute authorizing the imposition of fines) shall be treated as a special assessment of the Owner fined, and may be collected by [he Association in [he manner described in the Declaration. ARTICLE EIGHT: COLLECTION OF ASSESSMENT Section One' L'en -Personal Oblieation. All assessments, together with interest and the cos[ of collectioq shall be a continuing lien upon the Lot against which each such assessment is made. The lien shall have all the incidents of a Mortgage on Real Property. Each such assessment, together with interest, costs and reasonable attorney's fees, shall also be the personal obligation of the person who was the Owner of the Lot at the time the assessment was due. No Owner may waive or otherwise avoid liability for assessment by non-use of the Common Areaz or abandonment of the Lot. Section Two' Delinuuencv. If any assessment is not paid within thirty (30) days after its due date, the assessment shall bear interest from said date a[ an annual rate of twelve percent (12%), or, in the even[ that twelve percent (I2%) exceeds the maximum amount of interest that can be charged by law, then the highest permissible rate az provided for by law. A late charge of five percent (5%) per month of the amount overdue shall be charged for any payment more than [en (10) days pas[ due. Each Member hereby expressly grants [o the Association, or its agents, the authority to bring all actions against each Member personally for the collection of such assessments as a deb[ and to enforce lien rights of [he Association by all methods for the enforcement of such liens, including foreclosure by actions brought in the name of [he Association in a like manner of a Mortgage of Real Property, and such Member hereby expressly 3974465 Page 11 of 27 ivasizoe~ oo. ra rn cwenanr i~urston C°Un[V Wdsl,ington LITY OF VELA (IIIIIII III IIIVII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII grants to [he Association the power of sale in connection with such liens. The liens provided for in [his section shall be in favor of the Association, and shall be for the benefit of the Association. The Association shall have the power to bid at a foreclosure sale and [o acquire, hold, lease, mortgage and convey any Lot obtained by the Association. Section Three' Suscension of Votin¢ Ri¢hu. In [he event any Member shall be in arrears in the payment of the assessmenu due or shall be in default of the performance of any of the terms of the Articles and Bylaws of the Association, [he rules or regulations adopted by the Association, or [he Declaration for a period of thirty (30) days, the Member's right [o vote shall be suspended and shall remain suspended until all paymenu are brought current and all defaulu remedied. In addition, the Association shall have such other remedies against such delinquent Members as may be provided in the Articles, Bylaws or Declaration. Section Four: Enforcement oFAssessmenu. The Board may take such action as is necessary, including the institution of legal proceedings, to enforce [he provision of this Article. In [he event the Board begins an action [o enforce any such rights, the prevailing party shall be entitled to iu attorney's fees, cosu and expenses incurred in the course of such enforcement action as provided in this Declaration. ARTICLE NINE: BUH.DING USE AND ARCHITECTURAL RESTRICTIONS Section One' Appointment of ACC. The Declarant reserves the right to appoint any Member or Members of the ACC until the Declarant and all Developers have sold and conveyed all the Lou held in [he name of the Declarant or Developer. This right shall automatically terminate at such time as the Declarant and any Developer no longer owns any Lou within the Plat of Willow Glenn Phase III. During this period the Declarant reserves the right to appoint a majority of the Members of the ACC and each Developer has the right to appoint one Member [o the ACC. All decisions of the majority of the Members of the ACC shall be final and binding. At the expiration of the time period in which the Declarant and the Developer have the right to appoint Members to the ACC, then the Board of the Association shall appoint up to three (3) Members of [he ACC. If any Member of [he ACC resigns and no replacement assumes that office, then the Board shall ac[ as [he ACC until Members of the ACC are appointed or take ofTice. S f on Two' Authority of ACC After Development. At the expiration of the Developer's management authority, the ACC shall have [he authority and obligation m manage and administer the review of building plans, specifications and plot plans and such other submissions as described in Section Four herein, and to enforce these covenanu, condition and restrictions. Such authority shall include all authority provided for the ACC in the Association's Articles, Bylaws, rules and regulations, as initially adopted, or as amended, and all [he authority granted to the ACC by [his Declamtion. Section Three Dele¢ation of Authority of ACC. The ACC or the Declamnt may delegate any of its duties, powers or fimctmns described in this Article to any persoq firm or corporation. Section Fom' Approval by ACC Required. Ezcept as [o construction, alteration or improvements performed by [he Developeq no wns[ruction activity of any type (including 3974465 Page 12 of 27 TM1U29looeLOanlY2Wa5M1~n9lonLOVenant CITY OF VELM (IIIIIII III IIIIII VIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII clearing and grading, cutting or transplanting of significant natural vegetation) may begin on a Lot or Common Area and no building, slmcNre, fence or other improvement shall be erected, placed or altered on any Lo[ or Common Area until, at a minimum, the building plans, specifications, plot plans and landscaping plans showing the nature, kind, shape, height, materials, exterior color and location of such building, structure or other improvements have been submitted and approved in writing by the ACC or its authorized representative as to harmony of exterior design and location in relation to and its effect upon surtounding structures and topography. Further, no fences, hedges or walls shall be erected or altered and no significant exterior changes shall be made [o any building including, but not limited to, exterior color changes, additions or alterations until such written approval shall have been obtained. Section Five: Time Limits. If [he ACC or its authorized representative shall fail [o notify the Owner of its action for a period of thirty (30) days following the date of the submission of [he required infortnalion to the ACC, or its authorized representative, the Owner may proceed with the proposed work notwithstanding the lack of written approval by the ACC or its authorized representative. The requ'ved information shall be considered submitted [o the ACC upon personal delivery of a complete set of all required information to the person designated m receive such items by [he ACC or by mail three (3) days after deposit in the U.S. mail, postage prepaid, certified re[um receipt requested, to [he ACC in care of the Board of Directors of the Association at the address designated in the most recent notice of assessment by the Board, or a[ such other address az is designated by [he Board by written notice to the Members. Section Six: Guidelines. The ACC may adopt and amend, subject to approval by the Board, written guidelines ro be applied in its review of plans and specifications, in order to Further [he intent and purpose of this Declaration and any other covenants or restrictions covering Real Property. If such guidelines are adopted, they shall be available to all interested parties upon request. Sect on Seven- Meetings. The ACC shall meet as is necessary to review any plans or specifications provided pursuant to [his Section, and shall keep and maintain a record of all actions taken at meetings or otherwise. Sect on E~ehf No Waiver Approval by the ACC of any plans, drawings or specifications shall not be a waiver of the right to withhold approval of any similar plan, drawing, specification or matter submitted for approval. Section Nine: Consultation. The ACC may retain and consult persons or entities to assist in the evaluation of plans submitted to the Board for review. Seci on Ten' Aoceals. After the Development Period, the Board shall serve as an appellate panel [o review decisions of [he ACC upon request of a party aggrieved by the ACC's decision. The Board shall provide, through rules and regulations, a procedure by which decision of [he ACC may be appealed to the Board. The Board may choose, in its discretion, [o limit [he scope of such appeal and provide time limitations for appeals to be made to the Board. Section Eleven: Enforcement The ACC may recommend and request [hat the Board initiate legal proceedings to enforce the terms of these covenants or orders of the ACC. Legal proceedings may only be instituted, however, after approval of the Board. 3974465 Page 13 of 27 lv~sisoov oo. iz FM cn~enanc TM1Urs lon LounlY Was M1inglon CITY OF YELM (IIIIIII III IIIIII VIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII Sectio Twelve No Liability. The ACC, its agents and consultants shall not be liable to the Association, its Members, to any Owner or to any other person for any damage, loss or prejudice resulting from any action or failure to act on a matter submitted to the ACC for determination, or for failure of the ACC to approve any matter submitted to the ACC. The ACC shall no[ be liable for any damage, loss or prejudice resulting from any action by a person who is delegated a duty, power or function by the ACC. Section Thirteen: Fees. The ACC may charge a fee for the review of any matter submitted [o it. Any fee schedule adopted by the ACC must be approved by the Board. Section Fourteen' Temoorarv Structure Prohibited. No basemen[, tent, shack, garage, bam or other outbuilding or buildings or any structure of a temporary or moveable character erected or placed on the Properties shall ai any time be used as living quarters except as specifically authorized by the ACC. Section Fifteen: Nuisances. No noxious or undesirable thing, activity or use of any Lo[ in [he Properties shall be permitted or maintained. If the ACC shall determine that a thing or use of property is undesirable or noxious, such de[ertnina[ion shall be conclusive. 'the ACC may recommend and [he Board may direct that steps be taken as is reasonably necessary, including the institution of legal action or [he imposition of fines in [he manner authorized by RCW Chapter 64.38 (or successor statute authorizing th which is determined b theaACC or des abed n the anything or terminate any use of property Y Declaration to constitute a nuisance. Section S'x[eem Buildin¢ Tvce. No strucNres of any kind shall be erected or permitted to be maintained on any Lot other than single family residences, garages, workshops and structures normally accessory [o such residences which have been approved in accordance wHh the provisions of the Declaration. No carports will be allowed and all garages must have doors. All dwellings shall be of a "stick-built" variety. Mobile and manufactured homes, and modular homes are specifically prohibited. A two car or a three car garage is permitted and shall be incorporated in or made a part of the dwelling house. No detached gamges shall be permitted except with express written approval by the ACC or the Declarant if the same is erected during the Development Period. Section Seventeen: Use of hots. All Lots wrthm [he Property shall be used solely for private single-family residential purposes and no[ for business purposes, provided, however, that within such single family residences [he Owner(s) [hereof may, upon formal written application to [he Board, request permission to operate a licensed daycare business. The Board shall be authorized, but not obligated, [o grant such approval and such approval may only be granted, in the sole discretion of the Board if (I) all applicable governmental zoning and land use classifications lawfully permit such usage, and (2) the business and Owner(s) are licensed by all applicable govertunental authorities to operate such a daycare business, and (3) the daycare business will operated only between the hours of 7 a.m. and 6 p.m. and only on Monday through Friday, and (4) no more than four children, in addition to those of the Owner's immediate family, are enrolled in either a part or full-time capacity in such daycare, and (5) the Owne(s) of such Lot(s) operating such daycare facility will fully oversee, restrict and supervise all children enrolled and will limit such activities strictly within the confines of [heir residence(s) and Lot(s) 3974465 Page 14 of 27 rn~~:io0ec on iv~waznmem„cwe~a~r liY OF TELM IIIIIII III IIIIII VIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII and not outside the same, and (6) the Owner(s) of said Lot(s) agree to indemnify and hold [he Declarant and the Association fully harmless from any and all liability and causes of action of whatever kind arising by virtue of the Owner's operation of such a daycare business, and (7) the Owner(s) of said Lot(s) will provide the Associafioq prior to commencing such business operations, and at all times during such business operations, with verification of liability insurance coverage in an amount not less than $1,000,000.00 (One Million Dollars and No Cents) naming the Association and the Declarant and such other parties as the Association may deem appropriate as additional insured, and (S) such operation does not interfere or otherwise violate any other provisions of this Declaration, including, but not necessarily limited to vehicle parking and signage restrictions. Should the Board give written au[hori~ation for such usage, such authorization may be revoked by at least five (5) days prior written notice delivered [o Owner(s) should the Owner(s) operating such daycare business fail to strictly adhere to the provisions contained within the Declamtioq as well as any additional rules and regulations imposed, from time to time, by the Board. No other uses are permitted. Neither the Declarant, the Board and/or the Association shall be deemed to be a partner orjoin[ venturer and/or an interest in such business operation [o the extent permission to operate such a daycare business is authorized. Section Eighteen' Limitation on Animals No animals, except dogs, cats, caged birds, fish in tanks and other small household pets will be permitted on Lots. Dogs shall no[ be allowed to run at large or [o create a disturbance for other Owners in the plat. No animals will be allowed to be leashed, chained or otherwise tied to any portion of the front or sides of residences. Leashed animals are permitted within rights-of--way when accompanied by their Owners. The person accompanying the animal must exercise "scooping" of animal waste. All pens and enclosures must screened from view of other residences and Lots and must be approved by the ACC prior to wnstmc[ion and shall be kept clean and odor free at all times. If the investigation of the Board indicates that animals are kept in violation of this Section, the Declarant, during [he Development Period, or the Board thereafter, will glue the Owner ten (] 0) days vmtten notice of the violaton. Such violation must be remedied by the Owner with such [en (10) day period. Failure to comply with the written notice will result in a fine of $25.00 (Twenty-Five Dollars and No Cents) per day. Any fine imposed by this Section shall be the personal obligation of the fined Owner and a lien on the Lo[ of [he fine owed. The Association shall be entitled to attorney's foes and costs for any action taken to collect such fines in accordance with the provisions of this Declaration. Section Nine[cen' Unsiahtly Conditions. No unsightly conditions shall be permitted to exist on any Lot. Unsightly conditions shall include, without limitations, laundry hanging or exposed in view for drying, litter, trash, junk or other debris; inappropriate, broken or damaged furniture or plants; non-decorative gear, equipment, cans, bottles, ladders, trash barels and other such items; and no awnings, air conditioning units, heat pumps or other projections shall be placed on the exterior walls of any Housing Unit unless prior written approval shall have been obtained from the ACC. Section Twentv: Antennas and Satellite Reception. Satellite dishes of no more than one meter in diameter or diagonal measurement are permitted on the Properties, with ACC approval of the location of the dish N the manner described in this Declaration. Except as provided above, no radio or television antenna or transmitting tower or satellite dish shall be installed on the exterior of any home without approval by the ACC obtained pursuant to Section Four, and a 3974465 Page 15 of 27 11109/200) n4 II PM Cooananl TM1UrS ton LOUnty Wd SM1i nglan CITY OF TELL (IIIIIII III IIIIII VIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII showing by the Owner that such installation will be visually shielded from the view of the residents traveling upon streets located on the Properties. Section Twenty-One: Setbacks. No building shall be located on any Lot nearer to the front lot line or nearer [o the side street than the minimum building setback lines adopted by the City of Yelm. Section Twenty-Two: Roofs. Roofs on all buildings must be fmished with materials approved by the ACC or its authorized representatives. Section Twenty-Three' Fences Walls and Shrubs Fences, walls, or shrubs are permitted on side and rear property lines, up to within the greater of (1) twenty fee[ (20') of the front property line, or (2) the distance be[wcen [he front lot line and the front wall (fagade) of the primary residence, subject to (a) the approval of the ACC, and (b) determination of whether such fence, wall or shrubs would interfere with utility easements reflected on the face of the plat and other easements elsewhere recorded. In no even[ shall any fence be allowed between [he front lot line and the front wall of the primary residence. No barbwire, chain link or corrugated fiberglass fences shall be erected on any Lot, except that chain link fencing for a sports facility enclosure may be considered for approval by [he ACC upon request. All fences must be constructed of cedar unless otherwise approved by the ACC and can 6e no more than six feet (6') in height. Section Twenty-Four Underaround Utilities Except for any facilities or equipment provided by the Declarant or any utility, all electrical service, telephone liues and other outdoor utility lines shall be placed underground. Section Twenty-Five Vehicle Parkin¢ and Storage No vehicle may be parked on any building Lot or sidewalk, except on designated and approved driveways or parking areas which shall be hard-surfaced. Only the cars of guests and visitors may be parked on the streets. All other vehicles shall be parked in garaeges or on driveways located entirely on a Lot. No stomge of goods, vehicles, boats, trailers, [rucks, campers, recreational vehicles (now referzed ro as `behicles") or other equipment or devices shall be permitted in open view from any Lo[ or right- of-way. This provision shall not exclude parking of up [o a combination two (2) automobiles and regular sized pickup trucks owned or used by the Lo[ Owner on the designated driveway areas adjacent to the garages on the Lot. A Lot Owner may also park on the driveway recreational vehicles and/or boa[ trailers for a period no[ [o exceed twenty-four (24) hours. This paragraph is also not meant to disallow permanent (more than 24 hours) parking or storage of vehicles on the Lots, but, if stored, vehicles shall be adequately screened from the view of adjacent rights-of--way and Lots. Screening of such vehicles must have [he approval of the ACC. Upon forty-eight (4g) hours notice to the Owner of an improperly parked vehicle, [he Board has the authority [o have towed, ar [he Owner's expense, any vehicles still visible from the right-of--way or adjacent residences [hat have been parked on any Lo[ or within the right-of--way for more than twenty-four (24) hours. Notwithstanding the foregoing, Owners who have visiting guests intending to stay in such a vehicle may secure written permission from the Board for such guests [o park the vehicle upon the Lot owned by the Owner for a maximum period of one (1) week. Such privilege shall only exist, however, after the written permission has been obtained from the Board. Section Twenty-Siz: Sirzns. No signs, billboards or other advertising stmcmres or devices shall be displayed to the public view on any Lo[ except: 3974465 Page 16 of 27 nrzermor aaiz va co~a~a~i m~~:m~ co~my wssnmgm~ CITY OF YELM IIIIIII III IIIIII VIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII A. Signs [ha[ do no[ exceed three square feet in area which may be placed on a Lot to offer the property for sale or rent. B. Any entry monumentation and signage which may be installed by the Declarant. C. Political yard signs, not more than three square feet in area, of a temporary nature (not to exceed thirty days) will be allowed during campaign periods on Lo[s. Within five (5) days after the date of the election to which the sign refers, such signs must be removed from Lo[s. This Setting including but not limited [o the restrictions on the number of signs and sign size limit, shall no[ apply [o signs approved under this Dulam[ion by the Declarant during the Development Period. Any signs no[ specifically approved by [he Declarant found anywhere within Willow Glenn Phase III, the Common Areas or on any Lot or on adjacent rights-of-way may be promptly removed and disposed of by Declarant. No persons shall be entitled to compensation of any kind for the signs removed by the Declarant pursuant to this Section. Section T enty-Se etr Easements for Enforcement Purposes. Owners hereby gran[ to the Association an express easement for the purpose of going upon the Lo[s of Owners for [he purpose of removing vehicles or other similar objects which are parked or stored in violation of [he terms of this Declaration. Sec[ on Twenty-EiehT Excavation and Fill Except with the permission of the ACC, or except as may be necessary in connection with the construction of any approved improvement, no excavation or fill shall be made nor shall any dirt be removed from any Lot herein. Section Twenty-Nine Drainage. The Owner of any Lo[ shall no[ take any action [hat would interfere with surface water drainage across that Lot either through namml drainage or by drainage easements. Any change of drainage, either through natural drainage areas or through drainage easements must be approved by [he ACC. Sec[ on Thirty Use Durine Construction. Except with the approval of the Board, no persons shall reside upon the premises of any Lot until such time as the improvements to be erected thereon in acwrdance with the plans and specifications approved by the Board have been completed. Section Thirty-One' Garbaee and Refuse No gazbage, refuse, rubbish, cuttings or debris of any kind shall be deposited on or left upon any Lo[ unless placed in an attractive container suitably located and screened from public view. All equipment for the storage or disposal of such materials shall be kept in a clean and sanitary condition. Section Thirty-Two' Tanks, E[c. No elevated tanks of any kind shall be erected, placed or permitted on any part of such premises. Any tanks for use in connection with any residence 3974465 Page 17 of 27 1L129/2H0] D4 tY PM Covenant TM1Urs ton County Wd5M1ln9t On CITY OF YELM I IIIIIII III IIIIII VIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII constructed on such premises, including tanks for the storage of fuels, must be buried or walled sufficiently to conceal them from the view from neighboring Lo[s, road or streets. All clothes lines, garbage cans, equipment, coolers, wood piles or storage piles shall be walled in or otherwise suitably screened [o conceal them from the view of neighboring Lots, Common Areas, road or streets. Sect on Thirty-Three' Auto Repair No major auto repairs shall be permitted except within enclosed garages that are kept closed. The only repairs permitted on the balance of the Properly are occasional casual repairs and maintenance activities such as tune-ups or oil changes. Section Thir[v-Four Exterior Finish. The exterior finishes on [he front of houses shall be approved by the ACC. The entire residence must be painted or stained in wlors approved by the ACC. All metal fireplace chimneys shall be either wood or stone wrapped. Section Thirty-Five: Driveways. All driveways including any access to the rear yard of any residence shall be of a hard surface construction of either concrete or washed aggregate and shall be completed prior [o final building inspection. Sec[io Thirty-Six' Maintenance of Structures and Grounds. Each Owner shall maintain his Lo[ and residence thereon in a clean and attractive condition, in good repair and in such fashion as no[ [o create a fire hazard. Section Thirty-Seven: Firearms. The use of firearms is expressly prohibited within [he plat of Willow Glenn Phase III. Section Thirty-E~ehr Dirt Bikes and/or ATV No unlicensed motor vehicles, including motorcycles, dirt bikes, motor scooters, ATVs, etc. shall be permitted on any road within [he plat, nor shall any such vehicles be permitted [o operate on any Owner's Lot or in the Common Areas. Section Thirty-N' e' Damage Repair All Owners agree [o repair immediately any damage to any utilities adjacent to their Lo[ or Lots, in the event any of [he utilities are crocked, broken or otherwise damaged as a result of dwelling construction activities or other activities by Owner, by persons acting for Owner or by person in or around [he property at the request or with the consent of [he Owner. Section Forty' Building, Materials All homes constructed on each Lot shall be built of new materials, with the exception of "decor" items such as used brick, weather planking and similar items. The ACC will determine whether a used material is a "decor" item. In making this determination, the ACC will consider whether the material harmonizes with the aesthetic character of Willow Glenn Phase III development and whether the material would add to the attractive development of the subdivision. The exterior of all construction on any Lo[ shall be designed, built and maintained in such a manner as to blend in with the natural suroundings and landscaping. E#erior colors must be approved by the ACC. Exterior trim, fences, doors, railing, decks, eaves, gutters and the exterior finish of garages and other accessory buildings shall be designed, built and maintained to be compatible with the exterior of the structure they adjoin. 3974465 Page 18 of 27 nrzs reow oo iz FM covenant iMUf Ston CounlY WaSM1ing tOn CrtY OF YELM (IIIIIII III IIIIII VIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII The ACC or the Board will establish an approval process and color guidelines. Any change of wlor as to the exterior of any existing home within Willow Glann Phase 111 will be subject to [he same approval process. Section Fortv-pne~ Minimum Size Residences Private single-family residences shall wnsist of not less than one (1) Lot and no Lot shall ever be further subdivided. Each residence must have a private enclosed car shelter for not less than two (2) cars, provided that a portion of the interior of said garage may be improved and/or finished for residential use by the Owner thereof provided [ha[ the exterior of the garage shall not be removed or otherwise modified so as to eliminate the garage door that previously provided access thereto. No single structure shall be altered to provide for more than one (1) family. Single level type residences (residences consisting of a one-story residence or a residence consisting of a basemen[ and one-story) shall contain at least eleven hundred (1,100) square feet. Multi-Level residences (i.e. lwo-story or tri- level) shall contain at least twelve hundred (1,200) square fee[. Garages and decks may not be included when calculating square footage. Section Forty-Two• Codes. All construction shall conform to the requirements of the State of Washington's rules and regulations for construction. Section Forty-Three' Entrv for Inspection Any agent member of the Declarant or any Member of the ACC may a[ any reasonable predetermined hom upon twenty-four (24) hours notice during construction or exterior remodeling, enter and inspect the structure [o determine if the wns[mction or exterior remodeling wmplies with the provisions of this Declaration. The above-recited individuals shall not be guilty of trespass for such entry or inspection. Section Forty-Four Authority [o Adopt Additional Rules and Restrictions The Association shall have the authority to adopt additional written rules and restrictions governing the use of the Properties, (provided that such rules and restrictions are consistent with the purposes of the Declaration) and to establish penalties for violation of [hose rules and restrictions. If rules and restrictions are adopted, they, along with the established penalties, shall be available [o all Members upon request. Section Forty-Five Enforcement The Association, or the Declarant during the Development Period, may, but is not required to, rake any action to enforce the provisions of the Declaration available to it under law, including but not limited [o imposition of fines as authorized by RC W Chapter 64.38 (or successor statute authorizing the imposition of fines), specific performance, injunctive relief and damages. Any Member may also enforce the terms of this Article (although a Member may not impose a fine as authorized by RC W Chapter 64.38) but the Member must first obtain an order from a court of wmpe[ent jurisdiction entitling [he Member [o relief In the event that a Member takes any action to enforce the terms of [his Article, the Association shall no[ be m any way obligated to join in such action or pay any of the attorney's fees, costs and expenses incurred in such action. ARTICLE TEN: EASEMENTS Section One: Easement for Encroachments. Each Lot is, and the Common Areas are, subject to an easement for encroachments created by constmction, settlement and overhangs as 3974465 Page 19 of 27 11/291200] 0012 PM Coaenant TM1Ur SIOn County WasM1in9[On CITY OF YELM (IIIIIII III IIIIII VIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII designed or constmcted by the Declarant, and a valid easement for encroachments and for maintenance of [he same as long as said improvements remain. Section Two: Easements on Exterior Lot Linea [n addition [o easements reserved on any plat of the Properties or shown by instrument or record, easements for utilities and dminage are reserved for the Declarant, or its assigns, over a five foot (5') strip along each side of the interior Lo[ lines, and [en fee[ (10') over the rear and front of each Lot, and over, under and on the Common Areas. Within all of the easements, no stmcture, planting or full material shall be placed or permitted to remain which may, in the opinion of the Board or the ACC, damage or interfere with the insmllation and maintenance of utilities, or which may obstruct or retard the flow of water through drainage channels and the easements. The easement area of each Lot and all improvements within i[ shall be maintained wntinuously by the Owner of such Lot, except those improvements for which a public authority, utility company or the Association is responsible. Section Three: Association's Easement of Access. The Association, the ACC and its agents shall have an easement for access to each Lot and to the exterior of any building located thereon during reasonable hours as may be necessary for the following purposes: (1) cleaning maintenance or repair of any home or Lot as provided in this Declaration; (2) repay, replacement of improvement of any Common Area accessible from the Lot: (3) emergency repairs necessary to prevent damage to the Common Areas or to another Lo[, or to the improvements thereon; (4) cleaning maintenance, repair or restoration work which the Owner is required [o do but has failed or refused to do; and (5) atl acts necessary [o enforoe these Covenants. Section Four Easement for Declarant. Declarant shall have an easement across all Common Areas for ingress, egress, storage and placement of equipment and materials, and other actions necessary or related to the development or maintenance of the Real Property. Section Five' Utility Maintenance Easements. Easements are granted for the installation, inspection and maintenance of utilities and drain facilities as delineated on the plat for Willow Glenn Phase BI. No encroachment will be placed within the easement shown on the plat that may damage or interfere with the installmioq inspection and maintenance of utilities. Maintenance and expense of the storm water drainage facilities shall be the responsibility of the Association as established under the teens and provisions of this Declaration. ARTICLE ELEVEN: MORTGAGEE PROTECTION Section One: Mort¢a¢ees. Notwithstanding and prevailing over any other provisions of the Declaration, the Association's Articles of Incorporation or By-Laws, or any rules, regulations or management agreements, the following provisions shall apply to and beneFt each Institutional Firs[ Mortgagee ("Mortgagee") which holds a Mortgage given for the purpose of obtaining funds for the constmction or purchase of a Housing Unit on any Lot or the improvement of any Lo[. Secton Two' Liability Limited. The Mortgagee entitled to the protection hereof shall not in any case or manner be personally liable for the payment of any assessment or charge, nor for the observation or performance of any covenant, restriction, rule, Association Article of Incorporation or By-Laws, or management agreement, except for those matters which are 3974465 Page 29 of 27 iuzs noon on. iz FM co~e~a~e m~,~m~ co~~IY wa:mpg m~ LIiY OF YELM IIIIIIIIIIIIIIIII VIIIIIIIIIIIII VIIIIIIIIIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII enforceable by injunctive or other equitable relief, not requiring the payment of money, except as hereinafter provided. Section Three' Mortea¢ces' Ri is During Foreclosure. During the pendency of any proceeding to foreclose [he Mortgage, the Mortgagee or the receiver, if any, may exercise any or all of the rights and privileges of the Owner of the mortgaged Lot, including but not limited [o, the right to vote as a Member of [he Association to [he exclusion of [he Owner's exercise of such rights and privileges. Section Four Acquisition of Lo[ by Mortgagee. A[ such time as the Mortgagee shall become entitled to possession of the Lot, the Mortgagee shal I be subject [o all of [he terms and conditions of the Declamn[, and the Articles, By-Laws, rules and regulations of the Associatioq including, but not limited [o, the obligation [o pay for all assessments and charges accruing thereafter, in the same manner as any Owner, provided, however, the Mortgagee shall acquire the title to said Lot free and clear of any lien authorized by or arising out of any provisions of the Declaration which secure the payment of any assessment for charges accrued prior to the date [he Mortgagee became entitled [o possession of the Lo[. Section Five Reallocation of Unpaid Assessment. If it is deemed necessary by [he Association, any unpaid assessment against a Housing Uni[ foreclosed against may be treated as a common expense of other Lots. Any such unpaid assessment shall continue to exist as a personal obligation of the defaulting Owner of the respective Lot [o the Association. Section Six: Subordination. The liens for assessments provided for in this instrument shall be subordinate to [he lien of any Mortgage, or other security interest placed upon a Lo[ or Housing Unit as a construction loan security interest or as a purchase price security interest, and the Association will, upon demand, execute a written subordination document to confirm the particular superior security interest. Section Seven' Mortgagee's Ritthts. Any Mortgagee shall have the right, upon written request therefore, [o (1) inspect the books and records of the Association during normal business hours; (2) receive an annual audited financial statement of [he Association within ninety (90) days following the end of any fiscal yeaz; and (3) receive written notice of all meetings of the Association and designate a representative [o attend all such meetings. Section Eight' Limitations of Abandonment of Common Areas. The Association shall not, without the prior written approval of sixty-seven percent (67%) of the Mortgagees, seek to abandon [he Common Areas for reasons other than substantial desnvction or condemnation of the property. Section Nine: Notice. [f such notice has been requested in writing Mortgagces shall be entitled to timely written notice of (1) substantial damage or destruction of any Housing Unit or any part of the Common Areas or facilities; (2) any wndemnation or eminent domain proceedings involving any Housing Units or any portion of Common Areas or facilities; (3) any default under this Declaration or the Articles, By-Laws or rules and regulations of the Association by an Owner of any Housing Unit on which i[ holds the Mortgage which is no[ cured within thirty (30) days; (4) any sixty (60) day delinquency in the payment of assessments or charges owed by the Owner of any Housing Uni[ on which i[ holds the Mortgage; (5) ten (10) days prior written 3974465 Page 21 of 27 11/29/2001 04'12 PM Loaenant TFUr SIOn CaunlV Wa SM1 ingf On CITY OF VELM I IIIIIII III IIIIII VIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII notice of any lapse, cancellation or material modification of any insurance policy or fideliTy bond maintained by the Association; and (6) any proposed action that requires the consent of a specific percentage of Mortgagees. ARTICLE TWELVE: MANAGEMENT CONTRACTS Each Member hereby agrees that the Association and the ACC may enter into agreements for the performance of any or all of the functions of [he Association and the ACC with such persons or entities as [he Association deems appropriate; however, any agreement for professional management of the Properties, or any other contract providing for services by the Declarant must provide for [ertnination by either party without cause after reasonable notice. ARTICLE TAII2TEEN: INSURANCE Section One' Coveraee. The Association may purchase as a common expense and shall have authority [o and may obtain insurance for the Common Areas against loss or damage by fire or other hazards in an amount sufficient to cover the full replacement value in the event of damage or des[mc[ion. It may also obtain a comprehensive public liability policy covering the Common Areas. The comprehensive public liability coverage shall be in an amount to be determined by the Association. I[ may also obtain insurance to wver the Board, The ACC, its agents and employees from any action brought against them arising out of actions taken in furtherance of the Association's duties under this Declaration. Following the Development Period, all such insurance coverage shall be written in the name of the Association as trustee for each of the Members of the Association The Association shall review the adequacy of the Association's insurance coverage as least annually. All policies shall include a standard mortgagee's clause and shall provide [ha[ they may not be canceled or substantially modified (including cancellation for nonpayment of premium) with out a[ leas[ ten (10) days prior wrtten notice to any and all insured named therein, including Owners and Ins[imtional First Mortgagees that have requested notice. Section Two' Replacement, Repair ARer Loss In the event of the damage or destruction of the Common Areas covered by insurance written N the name of the Association, the Association may, upon receipt of the insurance proceeds, and to the extent of such proceeds contract to rebuild or mpair such damaged or destroyed portions of the Common Areas to as good a condition as they were when the loss occurred; provided, however, [ha[ the Association's election no[ to rebuild the Common Areas shall require the approval of sixty-seven percent (67%) of the Association The Association may in its sole discretion comract with any contractor for the reconstruction or rebuilding of such destroyed portions of the Common Areas. ARTICLE FOURTEEN: RULES AND REGULATIONS The Association and/or its Board of Directors is hereby authorized and empowered to adopt rules and regulations governing the use of the Properties and the personal conduct of the Members and they guests thereon, and ro establish penalties for the infraction thereof in the manner described by RC W Chapter 64.38 (or successor statute authorizing the imposition of fines), the By-Laws and any resolutions passed by the Board. All Lot Owners shall be given written notice of the roles and regulations in the manner requireA by RC W Chapter 64.38. 3974465 Page 22 of 27 }n~28i o~cco©~trrwasm~sto~co~e~a~: LIiY OF YELM (IIIIIII III IIIIII VIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII III VIII IIIIIII III VIII VIII IIII IIII ARTICLE FIFTEEN: REMEDIES AND WAIVER Section One: Remedies No[ Limited. The remedies provided herein, including those for collection of any assessment or other charge or claim against any Member, for and on behalf of the Associatioq the ACC, or Declarant, are in addition [q and not in limitation of, any other remedies provided by law. Section Two: No Waiver. The failure of the Association, [he ACC, the Declarant or any of their duly authorized agents or any of the Owners m insist upon the strict performance of or compliance with the Declaration or any of the Articles, By-Laws, or rules and regulations of the Association, or exercise any right or option contained [here, or to serve any notice or [o institute any action or summary proceedings, shall no[ be construed as a waiver or relinquishment of such right for the future, but such right [o enforce any of the provisions of the Declaration or of the Articles, By-Laws or rules and regulations of the Association shall continue and remain in full force and effect. No waiver of any provision of the Declaration or of the Articles, By-Laws, or rules or regulations of the Association shall be deemed to have been made, either expressly or implied, unless such waiver shall be in writing and signed by the Board of Directors of the Association pursuant to authority contained in a resolution of the Board of Directors. ARTICLE SIXTEEN: CONDEMNATION Section One: Bindin Eg ffect. All present and future Owners or occupants of Lots shall be subject m and shall comply with the provisions of the Declamtioq and the By-laws and rules and regulations of the Association, as they may be amended from time [o time, are accepted and ratified by such Owner or occupant, and all such provisions shall be deemed and taken [o be covenants running with [he land and shall bind any person having at the time any interest or estate in such Lot, as though such provisions were recited and stipulated at length in each every deed and conveyance or lease thereof. Section Two' Enforcement by Court Action: The Association, the Declaration, the ACC, the Homeowners Association, or any Lo[ Owner shall have the right m enforce, by any proceedings at law or in equity, all covenants, conditions, reservations or restrictions, liens and charges now or hereafter imposed by [he provisions of this Declaration. Should the Association or any Owner employ counsel to enforce any of the foregoing covenants, conditions, reservations, or restrictions, all costs incurred in such enforcement, including a reasonable fee for counsel, shall be paid by the Owner found to be in violation of said wvenants, conditions, reservations or restrictions, or found to be delinquent in the payment of said lien or charge. Section Three Enforcement by Self-Helo. The Declarant, the ACC, [he Association, or any of [heir duly appointed agents, may enter upon a Lot, which entry shall not be deemed a trespass, and take whatever steps are necessary [o correct a violation of the provisions of this Declaration; provided, [his provision shall no[ be wnstmed as a permission to breach the peace. Section Four: Condition Precedent to Action Prior to Taking action either by court or by self-help, written notice shall be given to the offending Lot Owner. Such notice shall specify the nature of the offense and shall also specify the action necessary to cure. Such action shall also 3974465 Page 23 of 27 ro~~:m©~co~n iv~weznme to~co~a~a~c LITV OF YELa (IIIIIII III IIIIII VIII IIII IIIIII VIII IIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII provide a reasonable opportunity to cure which, except in the case of any emergency, shall no[ be less than thirty (30) days. Section Five Expenses of Action The expenses of any cortective action or enforcement of this Declaration, if not paid by [he offending Owner within thirty (30) days after written notice and billing, may be filed as a lien upon such Lot, enforceable as other liens herein. Section Six Owner Objection. Should a Lot Owner object to the complaints of the Declarant, the Association or the ACC in writing within a period of fifreen (1 S) days after the complaint is made and, further, should the parties not agree on property maintenance or other matters cemplained of, the matter shall be submitted [o arbitration The arbitration shall be binding upon the parties. If the parties cannot agree upon an arbitrator, each party shall choose one arbitrator and they, in turn shall choose a third. The arbitration shall be conducted in accordance with the rules of arbitration under the laws of the Stale of W ashing[on in ezis[ence at the time of any such arbitration. Section Seven Costs and Attomey Fees. In the even[ of legal action, the prevailing party shall be entitled [o recover actual costs and attomey fees. For the purpose of [his Declaration "legal action" shall include arbitration, law suit, trial, appeals and any action, negotiations, demands, counseling or otherwise where the prevailing party has hired any attorney. It is the intent of this provision to reimburse the prevailing party for all reasonable attomey fees and actual costs incurted in defending or enforcing the provisions of this Declamtion, or the Owner's rights hereunder. Section Ei¢ht: Failure to Enforce. No delay or omission on the part of the Declarants or the Owners of other Lots in exercising any rights, power, or remedy provided in this Declaration shall be construed as a waiver or acquiescence in any breach of the covenants, conditions, reservations or restrictions set forth in the Declaration. No action shall be brought or maintained by anyone wha[scever against the Declarants for or on account of its failure to bring any action for any breach of these covenants, conditions, reservations and restrictions, or for imposing restrictions which may be unenforceable. Section Nine Sevembility. Invalidation of any one of these covenants or restrictions by judgment or court order shall not affect any other provision, which shall remain in full force and effect. Section Ten' In[emretation. In interpreting [his Declam[ioq the term "person" may include natural persons, partnerships, wrpomtions, associations and personal representatives. The singular may also include the plural and the masculine may include the feminine, or visa versa, where the context so admits or requires. This Declaration shall be liberally construed in favor of the party seeking [o enforce its provisions [o effectuate the purpose of protecting and enhancing the value, marketabiliTy and desirability of the Properties by providing a common plan for the development Willow Glenn Phase III. Section Eleven: Term. This Declaration shall be effective for an initial term of thirty (30) years, and thereafter by automatio extension for successive periods of [en (10) years each, unless terminated, a[ the expirafion of the initial term or any succeeding term by a termination agreement executed by the then Owners of no[ less than seventy-five percent (75%) of the Lo[s 3974465 Page 24 of 27 1LJ 29I2~0] 06.12 PM Cwenanl TFUrs IOn County Wa SM1 ingt On LITY OF YELM (IIIIIII III IIIIII VIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII then subject [o this Declaration. Any termination agreement must be in writing, signed by the approving Owners, and must be recorded with the County Auditor. Section Twelve' Perpetuities. In the event that any provision of this Declaration violates the rule against perpetuities, such provision shall be constnred as being void and of no effect as of twenty-one (21) years after the death of the last survivor of all of [he said incorporators' children and grandchildren who shall be living at the time [his instrument is executed, whichever is later. Section Thirteen: Method of Notice. Any notice required by [he Declaration or the Articles or By-laws or [he Association of the rules and regulations adapted by [he Association shall be deemed properly given when personally delivered, deposited in [he United States mail, postage prepaid, or when transmitted by facsimile. Section Fourteen' Successors and Assiens. This Declaration binds and is for the benefit of the heirs, successors and assigns of Declarant, the Declarant, the Members and Owners. ARTICLE EIGHTEEN: AMENDMENT AND REVOCATION Section One: Exclusive Method. This instmmen[ may be amended, and partially or completely revoked only as herein provided or otherwise provided by law. Section Two: Amendment by Declarant. Notwithstanding any other provision of this Declaration, this Declaration can be amended a[ any time by [he Declarant prior [o [he time that seventy-five percent (75%) of the Lots have been sold [o others than Declarant builders; that all Lot Owners agree to be bound by such amendment or amendments as made by the Declarant pursuant to [his provision. Thereafter [his Declaration can be amended only as provided for in this Declaration. Section Three: Prior Approval by FIiA/I IUD. Regardless of whether or not seventy-five percent (75%) of the Lots have been sold to other than Declarant builders, in the event any loan with respect [o any Lot or building wns[mc[ed [hereon is insured through either [he Federal Housing Administration or the Department of Veterans Affairs or any programs sponsored by either such agency, then the insuring agency must give written approval before any of the following actions can be approved by either the Declarant or the Lot Owners: 1) Annexation of additionalproperties; 2) Dedication of any properties; 3) Amendment [o this Declaration. Section Four' Votine. This Declaration may be amended at any annual meeting of [he Association, or at a special meeting called for such purpose, if sixty-seven percent (67%) or more of [he Owners vote for such amendment by written ballot. Notice of any proposed amendment shall be given to all Owners not less than ten (10) days prior fo the date of the annual meeting or of any special meeting at which the proposed amendment shall be considered. No[withstattding any of the foregoing, fifty-one percent (51%) of all Institutional First Mortgagees who have requested notification of amendments must give prior written approval to any material amendment to the Declaration or By-Laws, including any of the following: 3974465 Page 25 of 27 ie~~sio~©c ~~ir~wzsnmslonLOVeozol LITY OF YELM (IIIIIII III IIIIII VIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII 1) Voting rights; 2) Assessments, assessment liens and subordination of such liens; 3) Reserves for maintenance, repair and replacement of Common Areas; 4) Insurance or fidelity bonds; 5) Responsibility For maintenance and repair; 6) Contraction of the project or the withdrawal of property from [he Properties; 7) The boundaries of any Lot; 8) Leasing of Housing Units other than as se[ forth herein; 9) Imposition of any restrictions on the right of an Owner to sell or transfer his or her Lot; 10) Any decision by the Association to establish self-management when professional management had been required previously by an lnstimtional First Mortgagee; 11) Restoration or repair (after hazard damage or partial condemnation) in a manner other than that specified in [his Declaration; 12) Any action to terminate the legal status of the Properties after substantial destruction or condemnation occurs; or 13) Any provisions which are for the express benefit of Institutional First Mortgagees. Section Five: Effective Date. Amendments shall take effect only upon recording with the Thurston County Auditor or the county in which this Declaration is recorded. Section Six: Protection of Declarant. For such time as Declarant shall own Lo[s located in the Properties there shall be no amendments [o the Declaration, the Articles of Incorporation, the By-Laws of the Association, or any rules and regulations adopted by the Association which: 1) Discriminate or tend to disc[iminate against the DeclaranPs tights; 2) Change Article One ("Definitions") in a manner that alters the Declarant's rights or status; 3) Alter the character and rights of membership or the rights of the Declarant as se[ forth in this Declaration; 4) AI[er its rights as se[ forth in this Declaretion as relating to architectural controls; 5) Alter the basis for assessments, or the Declarant's exemption from assessments; 6) AI[er the number or selection of Directors as established in [he By-Laws; or 7) AI[er the DeclaranPs rights as they appear under this Article. Section Seven: Notice. Any notice required hereunder shall be deemed effective when personally delivered or three (3) days after mailing by certified and regular mail [o the Owner of public record at the time of such mailing [o such Owner's address as it appears on [he Thurston County Assessor's taz records and to the street address of the Lo[(s) herein Notices to lenders shall be sent to the last address the lender has given [o the Association. The Association is not required to provide notice of any matter to any lender who has not notified the Association in writing of such lender's desire [o receive notice, and /or has not given the Association written notice of the lender's address for receipt of notices. The Association shall not undergo investigation outside of its own records into the name or location of any lender or lien holder. 3974465 Page 26 of 27 TM1UrstoooGountY2Wa5M1In9tonLOVenant LITY OF TELM (IIIIIII III IIIIII VIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII M WITNESS WHEREOF, [he undersigned have caused [his Declaration to be executed this 3ti1"- day of ~_, 2007. Brockton Construction, LLC A Washington Limited Liability Company Dennis M. Balascio, Manager STATE OF WASHINGTON) )ss. COUNTY OF THURSTON) On [his L.IJ day of ~ ~U 2007 before me, the undersigned, a Notary Public in and for the State of Washing[ duly commissioned and sworn, personally appeared Dennis M. Balascio, to me know to be a managing member of Brockton Construction, LLC, a Washington Limited Liability Company that executed the foregoing instrument, and acknowledge the said instrument [o be [he free and voluntary act and deed of the Limited Liability Company, for the uses and purposes [herein mentioned, and on oath stated that they are authorized to execute [he said instrument. WITNESS my hand and official seal herein affixed the day and year first above written. r- -°°-°-_.....°--°-- LOREEN MARIE OROZCO NOTARY PUBLIC STATE OF WASHINGTON r xtY CpnmlWOn Expires June 05, 2011 ~ P' tedN me~ f[U'1 I>L fD210 NOTARY PUBLIC in and for the State of Washington, Residing at ~DI^ ~?1fY1 ~IDP./ ~~ My commission expires: ~ i UI 3974465 Page 27 of 27 lvzsnooT o¢ii PM covanam TFurs tOn LountY WasM1 ln9lon CITY OF YELM (IIIIIII III IIIIII VIII IIII IIIIII VIII IIII IIIIIII IIIIII IIII IIII VIII VIII IIIIIII III VIII VIII IIII IIII