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HomeMy WebLinkAboutD_8th Street Short Plat_Declaration_231004_v1 THIS INSTRUMENT PREPARED BY AND WHEN RECORDED, RETURN TO: Wesley M. Graybill, Esq. Graybill, Lansche & Vinzani, LLC 2721 Devine Street Columbia, South Carolina 29205 Coversheet Recording Information: TO BE RECORDED IN THE LAND RECORDS OF KING COUNTY, WASHINGTON DOCUMENT TITLE: Declaration of Easements, Covenants and Restrictions Recording number(s) of related document(s): N/A GRANTOR: WA RENTON PARK, LLC, a South Carolina limited liability company GRANTEE: N/A ABBREVIATED LEGAL DESCRIPTION: Lot 5A-2, City of Renton LLA No. LUA-10-020-LLA, Rec. No. 20100602900006, in King Cty, WA ASSESSOR'S PROPERTY TAX PARCEL ACCOUNT NUMBER(S): Tax Parcel No. 088661-0010-03 STATE OF WASHINGTON ) ) DECLARATION OF EASEMENTS, COUNTY OF KING ) COVENANTS AND RESTRICTIONS THIS DECLARATION OF EASEMENTS, COVENANTS AND RESTRICTIONS (this “Declaration”) is made to be effective as of _______________ ___, 2023 (the “Effective Date”), by WA RENTON PARK, a South Carolina limited liability company (“Declarant”). WITNESSETH: WHEREAS, Declarant is the owner of all that certain piece, parcel or tract of land, together with the improvements thereon, situate, lying, and being at the southwestern intersection of Park Avenue North and North 8th Street in or near the City of Renton, King County, Washington, said master tract containing a total area of approximately 13.18 acres and being subdivided into three (3) separate parcels shown and designated as Lot 1, with an area of approximately 10.54 acres (“Lot 1”), Lot 2, with an area of approximately 1.67 acres (“Lot 2”), and Lot 3, with an area of approximately 0.97 acres (“Lot 3”), all as shown on that certain Short Plat entitled “8th Street Short Plat” prepared by Axis Survey and Mapping, dated June 2, 2022, 2022 (the “Plat”), and recorded in the Recorder’s Office for King County, Washington (the “Recorder’s Office”), of even date herewith, each as more particularly described on Exhibit A attached hereto and incorporated herein by this reference (such parcels sometimes being individually referred to herein as a “Parcel” and sometimes being collectively referred to herein as the “Property” or the “Parcels”); and WHEREAS, Declarant is developing a commercial project on the Property and desires to provide for the preservation of the value of the Property and to assure a uniform and consistent or harmonious development and improvement of the Property; and WHEREAS, Declarant desires to subject the Parcels to certain restrictions and to declare certain easements to benefit the Parcels as set forth herein. NOW, THEREFORE, Declarant hereby covenants and declares, on behalf of itself and its successors and assigns, that the Property shall be held, conveyed, acquired, and encumbered subject to the following easements and restrictions, all of which shall run with the land and bind and inure to the benefit of all persons who may now or hereafter occupy or enter upon any portion thereof, subject to the right of Declarant to amend this Declaration as provided herein. 1. Incorporation of Recitals. The foregoing Recitals are hereby incorporated herein and made a part of this Declaration for all purposes. 2. Certain Definitions. For purposes hereof: (a) The term “Owner” or “Owners” shall mean the owners of the individual Parcels and any and all successors, assigns, or grantees of such persons as the owner or owners of fee simple title to all or any portion of the Property, whether by sale, assignment, inheritance, operation of law, trustee’s sale, foreclosure, or otherwise, but not including the holder of any lien or encumbrance on such real property. (b) The term “Parcel” or “Parcel” shall mean each separately identified parcel of real property now constituting a part of the Property subjected to this Declaration as described in the Recitals, that is, each of Lot 1, Lot 2, and Lot 3, and any future subdivisions thereof. 3 V2-09/28/2023 (c) The term “Permittees” shall mean the tenant(s), subtenants, or occupant(s) of a Parcel, and the respective employees, agents, contractors, customers, invitees, and licensees of (i) the Owner of such Parcel, and/or (ii) such tenant(s), subtenants, or occupant(s). (d) The term “Site Plan” shall mean Site Plan attached hereto as Exhibit B depicting the proposed layout of the Property, together with the proposed buildings and other improvements constructed or to be constructed thereon. 3. Grant of Easements. (a) Reciprocal Access Easement Benefitting the Parcels. Declarant hereby declares, grants, bargains, sells, and conveys reciprocal and mutual non-exclusive, permanent, perpetual, irrevocable, transmissible, and assignable easements for vehicular and pedestrian access, ingress, egress, construction, repair, and maintenance (but not parking) over and across all roads, drives, and (for pedestrian usage only) walkways as existing from time to time, or as may be relocated from time to time, on each Parcel for the benefit of the other Parcels, so as to provide for the passage of motor vehicles and pedestrians between the Parcels and the abutting public and private roads (collectively, the “Access Easement”). The roads, driveways, and walkways as existing from time to time, or as they may be relocated from time to time in accordance with the terms of this Declaration, over the Parcels are sometimes collectively referred to herein to as the “Access Driveways.” The Access Easements shall be for the benefit of all Owners of any portion of the Parcels, and each such Owner may grant the benefit of such Access Easement to their respective Permittees, but any such grant is not intended to nor shall it be construed as creating any right in or for the benefit of the general public or for any other real estate. The Access Easement granted herein is non- exclusive and shall be used in a manner so as not to unreasonably interfere with the business operations conducted, in any case, on the Parcels. The Access Easement includes, but is not limited to, the right to enter, and reasonable ingress and egress over, the Parcels for the purposes of repairing and maintaining the Access Driveways, to the extent necessary pursuant to and in accordance with the terms and provisions of this Declaration. Once constructed, the Access Driveways will not be blocked, altered, or removed, except blockages on a temporary basis (not to exceed twenty-four (24) hours and provided that a reasonable alternative means of access for ingress and egress is provided) to perform necessary maintenance or to prevent a public taking or dedication. The access easement between Lots 2 & 3 identified as “Shared Access Easement” on Exhibit “B” shall prohibit any temporary (except as set forth above) or permanent obstructions including the parking of non-emergency vehicles. Nothing contained herein shall be deemed to prohibit reasonable traffic controls as may be necessary to guide and control the orderly flow of traffic, and the same may be installed, so long as the Access Driveways are not closed or blocked as a result thereof (except for such closures or blockages made on a temporary basis in accordance with the express terms and provisions hereof). (b) Reciprocal General Utility Easement Benefitting the Parcels. (i) Declarant does hereby declare, grant, bargain, sell, and convey reciprocal and mutual non-exclusive permanent, perpetual, irrevocable, transmissible, and assignable easements, varying in width, for the purpose of constructing, utilizing, maintaining, repairing, and replacing utility lines for electricity, water, sewer, cable, telephone, storm drainage, as well as fire lines and other utilities (individually, a “General Utility Line” or collectively, the “General Utility Lines”) across, under and over the Parcels for the benefit of the Parcels (collectively, the “General Utility Easement”). The General Utility Easement shall include temporary staging reasonably necessary to construct and install General Utility Lines and related facilities, and ingress and egress rights for vehicular and pedestrian access over the Parcels as may be necessary during the installation, construction, maintenance, repair, and replacement of the General Utility Lines. The General Utility Lines will be located in accordance with requirements of the applicable utility service 4 V2-09/28/2023 provider or governmental or municipal authority in such a manner as not to interfere with the existing development or intended development (to the extent known) on the affected Parcels. No permanent buildings shall be placed in or allowed to encroach upon the utility easement areas. Declarant further reserves the right to specifically grant to the appropriate service providers such easements as are necessary to provide utility service to the Property, including, without limitation, water, sewer, electricity, cable, and telephone. Any party obtaining an interest in any portion of the Property agrees to execute such documentation as the service provider may reasonably require, including, without limitation, the standard easements and deeds substantially in the form generally used by such service provider, to complete the transfer of the utility facilities for dedication and maintenance by such service provider. (ii) Any party desiring to construct a General Utility Line across another Owner’s Parcel after the date hereof (for purposes hereof, the “Burdened Parcel”) shall provide the Owner of the Burdened Parcel with a survey of the location of the proposed easement and plans and specifications with regard to the improvements to be constructed on the Burdened Parcel, all of which shall be subject to the written approval of Owner of the Burdened Parcel, which approval shall not be unreasonably withheld, conditioned, or delayed. Except as otherwise agreed in writing, any party installing such General Utility Lines pursuant to the provisions of this paragraph shall pay all costs and expenses with respect thereto and shall cause all work in connection therewith (including general clean-up and proper surface and/or subsurface restoration) to be completed as quickly as possible and in a manner so as to minimize interference with the use of the Burdened Parcel and in compliance with all applicable laws. Any party benefiting from any General Utility Line installed pursuant to this subsection (individually or collectively, a “Benefitting Party”) agrees to defend, protect, indemnify, and hold harmless the Owner of the Burdened Parcel from and against all claims or demands, including any action or proceeding brought thereon, and all costs, losses, expenses and liabilities of any kind relating thereto, including reasonable attorneys’ fees and costs of suit, arising out of or resulting from the exercise of the right to install, maintain, and operate said General Utility Line. The Benefitting Party shall be responsible for the repair and maintenance of said General Utility Line and all costs and expenses related thereto. No liens shall attach to the Burdened Parcel associated with a General Utility Line installed pursuant to this Section 3(b)(ii), and during the utility installation process, no materials may be stored on the Burdened Parcel; provided, however, in the event that a lien or liens shall, in fact, attach to the Burdened Parcel, the Benefitting Party shall discharge or cause to be discharged, by payment, bonding, or otherwise, at its sole cost and expense, any lien(s) filed against the Burdened Parcel within thirty (30) days of the attachment thereof. If any Benefitting Party shall fail to cause such lien(s) to be discharged of record within such thirty (30)-day period, the Owner of the Burdened Parcel shall have the right, but not the obligation, to discharge any such lien(s), without investigation as to the validity thereof or as to any offsets or defenses thereto, and charge all costs thereof, including without limitation, reasonable attorneys’ fees, to the Benefitting Party, and the Benefitting Party shall, upon demand, reimburse the Owner of the Burdened Parcel for all amounts paid and costs incurred in having such lien(s) discharged of record, plus interest accruing from the date of attachment at the lesser of (i) the rate of eighteen (18%) percent per annum or (ii) the maximum rate of interest allowed under the laws of the State of Washington. (c) Reciprocal Storm Drainage Easement Benefitting the Parcels. Declarant does hereby declare, grant, bargain, sell, and convey a mutual and reciprocal, non-exclusive, permanent, perpetual, irrevocable, transmissible and assignable easement under, over, through, across each Parcel for the benefit of the other Parcels, varying in width, for (i) stormwater drainage and for the installation, operation, maintenance, repair and replacement of stormwater drainage facilities, including, without limitation, any off-site filtration/water quality device and/or drainage system (including, but not limited to, detention pond facilities) (collectively, the “Drainage System”), and (ii) surface drainage to the extent incidentally required 5 V2-09/28/2023 in order for water on the Parcels to reach the Drainage System (together, the “Drainage Easement”). No permanent buildings will be placed in or allowed to encroach upon the Drainage Easement areas, and no change of grade elevation or excavation that materially impacts the use of the Drainage Easement areas shall be made to such areas without the consent of the Owner of the impacted Parcel(s). Any Owner of a Parcel desiring to install stormwater drainage facilities across another Parcel must adhere and is subject to the requirements and obligations of a Benefitting Party set forth in Section 3(b) related to the construction of a General Utility Line across another Owner’s Parcel. The Drainage Easement shall include the right of reasonable access over, under, upon, and across the Parcels as may be reasonably necessary for the Owners to connect to, access, repair, replace, maintain, and utilize the Drainage System. To have and to hold all and singular the easements and rights conveyed hereby for the collective benefit of the Parcels and Declarant, and its successors and assigns forever, subject to the terms and conditions set forth herein. 4. As-Built Location; Further Assurances; Dedication to Service Provider. Declarant and any subsequent Owners of the Parcels agree to give further assurances by way of executing and providing for recordation such other and further instruments and documents as may be reasonably necessary to confirm the as-built locations of easement areas or matters generally affecting the Easements and to otherwise effectuate and carry out the intents and purposes of this Declaration. Declarant further reserves the right to specifically grant to the appropriate service providers such easements as are necessary to provide utility service to the Property, including without limitation, water, sewer, electricity, cable, and telephone. Any party obtaining an interest in the Property agrees to execute such documentation as the service provider may reasonably require, including, without limitation, the standard easements and deeds substantially in the form generally used by such service provider, to complete the transfer of the utility facilities for dedication and maintenance by such service provider. 5. Construction, Maintenance, Repair, and Restoration Obligations; Drainage System Tie-in. (a) Construction. The Owners of the Parcels shall construct and be responsible for all costs associated with the construction of all buildings and improvements constructed or to be constructed on their respective Parcel(s), except as may otherwise expressly set forth herein. Such improvements shall include all buildings, driveways, parking spaces, utility lines, storm water facilities, and signs which are located or to be located on a Parcel. All Owners of any portion of the Property shall comply with all requirements of the governmental regulatory authorities in connection with stormwater retention. With the exception of any General Utility Line installed across a Burdened Parcel for the benefit of another Parcel Owner, which General Utility Line must be constructed and maintained by the Benefitting Party of such General Utility Easement, the Owner of a Parcel shall be responsible for the construction, maintenance, repair, and replacement of the easement improvements located on its Parcel(s) (including, but not limited to, all roads, drives and walkways (including the Access Driveways), utility and storm drainage facilities, and any signage located thereon). The Owners of the Parcels shall use only those reasonable measures during construction, maintenance, or repair which are least intrusive to and which have the least impact on the condition and operation of the Property affected by such construction or repair, including but not limited to, protection of existing improvements, trees, bushes, and other landscaping on the Property from damage or destruction and maintenance of access to, egress from, and parking on the affected Parcel(s). It is understood and agreed that any property damaged or affected thereby will be restored as near as practicable to its prior condition after construction of easement improvements and any repairs thereto. The Owners shall use reasonable and diligent efforts to prevent any material interference with the operations or business of any Permittees of the Parcels when performing any construction, repairs, or maintenance within or to any Parcel. The Owners shall cause all construction on the Property to be performed in compliance with all applicable laws and shall not permit any such construction to: (i) materially interfere with the use, occupancy, or enjoyment of any part of the Property by any occupant thereof, or (ii) cause any portion of 6 V2-09/28/2023 the Property to be in violation of any applicable laws. Each Owner performing construction on the Property shall at all times before and during the performance of any such construction maintain all construction areas in a neat and tidy condition. Once construction has commenced on any Parcel, such construction shall be diligently and continuously pursued to completion, subject in all cases to force majeure. (b) Repair and Maintenance Responsibilities. (i) General. With the exception of the General Utility Lines, which shall be maintained in accordance with Section 5(b)(ii) hereof, the Owner of each Parcel shall at all times maintain, or cause to be maintained, all buildings and improvements on its respective Parcel, at its sole cost and expense, in good order, condition, and repair and in compliance with all applicable laws, and in a manner consistent with the highest standards of repair normally demanded in a first- class commercial development. To the extent applicable, the Owner of each Parcel shall maintain all sidewalks, remove all papers, debris, and other refuse from and periodically sweep all parking and road areas (including the Access Driveways) to the extent necessary to maintain the same in a clean, safe, and orderly condition and clear of ice, snow, and standing water, maintaining appropriate lighting fixtures for the parking areas and roadways, maintain marking, directional signs, lines and striping as needed, maintain landscaping, maintain signage in good condition and repair, and perform any and all such other duties as are necessary to maintain its Parcel in a clean, safe, and orderly condition. Once constructed, in the event any improvements and/or building(s) on a Parcel are either destroyed or damaged by fire, flood, earthquake, or other casualty, the Owner of such Parcel shall have no obligation under this Declaration to repair, rebuild or restore such improvements and buildings; provided, however, if such Owner so elects not to repair, rebuild, or restore any improvements or buildings after any such damage or destruction, such Owner shall promptly raze the damaged improvements and/or buildings and either pave or seed and subsequently maintain such area(s) in accordance with the terms and provisions of this Declaration. Nothing contained herein shall be deemed to allow an Owner to avoid a more stringent obligation for repair, restoration and rebuilding contained in a lease or other written agreement between an Owner and such Owner’s Permittees. Until such time as improvements are constructed on a Parcel, the Owner thereof shall maintain (or cause to be maintained) said Parcel in a clean, neat, and sightly condition and shall take such measures as are necessary to control grass, weeds, blowing dust, dirt, litter, or debris, to the extent applicable. (ii) General Utility Lines. Unless otherwise provided for herein, all General Utility Lines shall be maintained and repaired, or caused to be maintained and repaired, in a good and safe condition by the Owner of the Parcel within which the General Utility Line is located; provided, however, if a General Utility Line serves only one (1) Parcel, the Benefitting Party shall be responsible for the cost of such maintenance or repair. (iii) Self-Help. In the event an Owner does not maintain any of the easement areas located on its Parcel (to the extent that such Owner is actually required to maintain such area(s) pursuant to the terms and provisions of this Declaration) to the reasonable satisfaction of another Owner (the “Complaining Owner”), the Complaining Owner shall provide the defaulting Owner with written notice indicating the maintenance deficiencies (to the extent that the Complaining Owner shall actually be entitled to receive the benefit or benefits of any such easement or easement areas pursuant to the terms and provisions of this Declaration). Except in the case of an emergency, in which event no prior notice shall be required (but the Complaining Owner shall give notice as soon as practicable thereafter) and the Complaining Owner may commence with repair and maintenance activity immediately and be reimbursed as set forth below, the defaulting Owner shall have a reasonable amount of time from receipt of the notice to remedy the matters described therein. In the event the defaulting Owner fails to remedy the matters set forth in the notice within a 7 V2-09/28/2023 reasonable amount of time after receipt thereof (but in no event later than ten (10) days, unless such remedy cannot reasonably be completed within ten (10) days, in which case the defaulting Owner shall have such time as is reasonably necessary provided that the defaulting Owner shall commence the remedy within such ten (10)-day period, and thereafter diligently prosecute same to completion), the Complaining Owner may take all reasonable actions to maintain the affected easement areas and may submit an invoice to the defaulting Owner for the prompt payment of all expenses incurred in connection therewith (but in no event shall payment be made later than thirty (30) day after the submission of an invoice for same) (an “Assessment”). If the defaulting Owner fails to reimburse the Complaining Owner within thirty (30) days after receipt of an Assessment for same, then the unpaid Assessment amount shall bear interest shall bear interest from the due date at the lesser of (i) the rate of eighteen (18%) percent per annum or (ii) the maximum rate of interest allowed under the laws of the State of Washington until fully paid by the defaulting Owner. In addition, any such unpaid amount(s), together with interest, costs, and reasonable attorneys’ fees, shall continue to be secured by a lien upon the defaulting Parcel(s) (an “Assessment Lien”), which Assessment Lien may be foreclosed judicially or non-judicially in the manner in which a deed of trust may be foreclosed in the State of Washington. The Owner of the Complaining Parcel (or its successors, assigns, designees, or Permittees) may bring an action at law against the Owner of the defaulting Outparcel(s), foreclose the Assessment Lien, or pursue any other remedy for collection allowed by law or in equity. Interest, costs, and reasonable attorneys’ fees of such action or foreclosure shall be added to the amount of the unpaid Assessment Lien. The obligation to pay any Assessment Lien shall be personal to the Owner(s) of the defaulting Parcel(s). The sale or transfer of an Parcel shall not affect any Assessment Lien, but a sale pursuant to the foreclosure of a first priority deed of trust may (per applicable law) extinguish an Assessment Lien; however such sale or transfer shall not relieve the Owner of such defaulting Parcel from any liability for any Assessments thereafter becoming due or from any future Assessment Lien(s). For purposes of the foregoing only, “emergency” shall mean any event or events which may (i) constitute a threat to the health or welfare of any person or to the safety of any property or (ii) have a material adverse impact on an Owner’s (or its Permittee’s) use enjoyment of or operations on its respective Parcel. 6. Restrictions. (a) Use. Declarant does hereby declare that the Property shall be held, transferred, sold, conveyed, mortgaged, given, donated, leased, occupied, possessed, and used subject to the conditions and restrictions more fully described on Exhibit C attached hereto and incorporated herein for all purposes, unless previously agreed to in writing by the Declarant (collectively, the “Use Restrictions”). The Use Restrictions shall constitute a covenant running with the land and shall pass with title to the Property, which covenant shall remain in full force and effect and be binding upon the Owners of the Property for and during the Term (as defined below) of this Declaration. (b) Signage. Each Owner of a Parcel shall be solely responsible for obtaining any required permits and/or the payment of any fees or costs required or associated with its respective signage. All signage within the Property shall comply with all applicable signage ordinances and conform with all applicable codes and laws affecting the Property. (c) Access Driveways. The Access Driveways may not be blocked or impeded, except as may be otherwise set forth herein. 7. Insurance. The Owners of the Parcels hereby covenant to maintain or cause to be maintained on their respective Parcel(s) the following commercial general liability insurance: (a) personal and bodily injury and damage to property of $2,000,000.00 per occurrence, with an annual aggregate limit of 8 V2-09/28/2023 $2,000,000.00; and (b) an umbrella policy of $5,000,000.00 per occurrence, with an annual aggregate limit of $5,000,000.00. The Owners of the Parcels at their sole cost and expense shall keep or cause to be kept insured for the mutual benefit of the Owners, all improvements now or hereafter located on or appurtenant to each Owners’ respective portion of the Property, against loss or damage by fire and such other risks as are now or hereafter included in extended coverage endorsements, including vandalism, explosion and malicious mischief coverages for improvements of comparable size and quality. The amount of such insurance coverage shall be in commercially reasonable amounts with commercially reasonable deductibles sufficient to provide for replacement of all improvements, without deduction for depreciation. The Owners of the Parcels shall name each other as additional insureds on all policies described in this Section 7. All policies described in this Section 7 shall contain full waiver of subrogation. In the event an Owner fails to provide any of the insurance coverages required by this Section 7, any other Owner of a Parcel shall have the right, but not the obligation, to provide any coverage that is not so provided. In the event a required coverage is not provided by a Parcel and is then provided by the Owner of another Parcel, the Parcel Owner providing the coverage shall have the right to invoice the non-providing Owner for reimbursement of the cost of the premium. Said invoice shall be paid within thirty (30) days of receipt. 8. Modification of Parcels; Further Assurances. Declarant hereby reserves the right at any time and from time to time to supplement, add to, augment, divide, subdivide, reduce, or otherwise modify the boundaries of any of the Parcels as shall be then owned by Declarant from those set forth on the Site Plan. Any such change to or modification of any such Parcel(s) shall be evidenced by a re-plat of the relevant Parcel(s), as so modified or changed (the “Revised Plat”). In the event the that any Parcel is subdivided, the easements granted herein shall benefit and burden each resulting subdivided Parcel(s), as appropriate. Upon the recordation of the Revised Plat with the Recorder’s Office, all instances of the defined term “Lot 1,” “Lot 2,” and/or “Lot 3,” as the case may be, contained herein shall be deemed to refer to such Parcel as evidenced by the Revised Plat, as appropriate, without any further action by or consent of any of the parties hereto. Notwithstanding the foregoing, Declarant reserves the right, in its sole and absolute discretion, to unilaterally amend, change, supplement, augment, restate, or otherwise modify the terms and provisions of this Declaration in order to evidence or clarify any matters relating to any such changes to a Parcel, and each Parcel encumbered by this Declaration shall, for all purposes, be subject to, bound by, and deemed to accept same unless the Owner of any other Parcel shall be materially and adversely affected thereby. Furthermore, upon the request of Declarant, the Owner of each Parcel also agrees to execute such documentation as the Declarant may reasonably require in order to effectuate, memorialize, or otherwise evidence the foregoing, including, without limitation, any amendment to or restatement of this Declaration required in order to effectuate same or an acknowledgement of any of the foregoing. 9. Notice. All notices, demands and requests required or permitted to be given under this Declaration (collectively the “Notices”) must be in writing and must be delivered personally or by nationally recognized overnight courier or sent by United States certified mail, return receipt requested, postage prepaid and addressed to the parties at their respective addresses set forth below, or to any address established by the Owner of a Parcel pursuant to this Section 9, and the same shall be effective upon receipt or refusal. The initial addresses of the Owner shall be: To Declarant: WA Renton Park, LLC 201 Riverplace, Suite 400 Greenville, South Carolina 29601 Attention: Legal Department With a copy to: Graybill, Lansche & Vinzani, LLC 9 V2-09/28/2023 2721 Devine Street Columbia, South Carolina 29205 Attention: Wesley M. Graybill, Esq. Upon at least ten (10) days’ prior written notice, each Owner shall have the right to change its address to any other address within the United States of America. 10. Notice of Sale or Transfer of Title; Establishment of Notice Address. Any Owner of a Parcel which is not the Declarant or an affiliate of the Declarant desiring to sell or otherwise transfer title to its Parcel shall, within ten (10) days of a sale or transfer, provide the Declarant with written notice of the name and address of the purchaser or transferee, the date of such transfer of title, and such other information as the Declarant may reasonably request. The transferor shall continue to be jointly and severally responsible with the transferee for all obligations of the new Parcel Owner until the date upon which such notice is received by the Declarant, notwithstanding any transfer of title. Any transferee of a Parcel may, at its option, file a notice in the Recorder’s Office establishing the notice address of said Parcel, which notice shall also be mailed to the Declarant contemporaneously with such filing. 11. Legal Effect. The easements and restrictions set forth in this Declaration (collectively, the “Easements”) shall run with the Property and shall bind Declarant, its successors and assigns (including any Owner(s) of a Parcel), and every other person now or hereafter acquiring an interest in or lien upon the Property, or any portion thereof. The rights of the Easements declared hereby: (i) shall be an estate prior to any lien, deed, estate, or encumbrance whatsoever; (ii) shall be perpetual and shall run with the land, be binding upon, and inure to the benefit of the parties hereto, their heirs, successors, assigns, grantees and tenants; (iii) shall be, and are, appurtenant to, and essentially necessary for the enjoyment and use of the Property; and (iv) are made in contemplation of commercial use, and are of commercial character. It is Declarant’s express intent that the Easements granted herein shall not, at any time, merge by operation of law into an Owner's title or interest in any Parcel, but that such easements shall remain separate and distinct rights and estates in land, unless the Owner(s) of all affected Parcels specifically evidence their intent by mutual agreement in writing to extinguish any such Easement(s). It is further expressly provided that the acquisition hereafter by any other party (including, without limitation, a present or future beneficiary of a deed of trust encumbering any Parcel or any portion thereof) of an ownership interest (in fee, leasehold, or otherwise) shall not operate, by merger or otherwise, to extinguish, diminish, impair, or otherwise affect any Easement granted herein, which Easements shall remain separate and distinct and estates in land. 12. Enforcement. This Declaration shall be enforceable by Declarant and its successors and assigns from time to time owning the Property (or a portion thereof, as the case may be), including the Owners, and by any Tenants of the Property (or a portion thereof, as the case may be) pursuant to the terms of any applicable Leases, by any proceeding at law or in equity against any person or persons, Owner, Permittee, or lessee of the Property or any portion thereof violating or attempting to violate or circumvent this Declaration either to restrain a violation or to recover damages. The failure by any party to enforce this Declaration or any of the Easements, rights, restrictions, covenants, or other provisions contained herein for any period of time shall in no event be deemed a waiver of the right of any of the foregoing to enforce the same, nor shall any failure by any party to enforce the Easements, rights, restrictions, covenants, or other provisions contained herein for any period of time work to stop any of the foregoing from enforcing the same. This provision does not exclude other remedies available at law or equity, including monetary damages. In any such action(s), the prevailing party shall be entitled to reasonable attorneys’ fees and costs of such action(s). In the event of any failure by the Owner of a Parcel to perform, fulfill, or observe any covenant, condition, restriction, obligation, or agreement herein to be performed, fulfilled, or observed by it, continuing for thirty (30) days, or immediately in situations involving potential danger to the health or safety of persons in, or about or substantial deterioration of the Property or any portion thereof or any improvements located thereon, in each case after written notice specifying such, the Owner of another 10 V2-09/28/2023 Parcel which is a part of the Property, may, at such Owner’s election, cure such failure or breach for and on behalf of the defaulting Owner, and any amount which such Parcel Owner shall expend for such purpose, or which shall otherwise be due by any Owner to such Parcel Owner in connection therewith or as a result thereof, shall be paid to such Parcel Owner on demand, upon delivery of its invoice, together with interest thereon at the lesser of (i) the rate of eighteen (18%) percent per annum or (ii) the maximum rate of interest allowed under the laws of the State of Washington, from the date when same shall have become due to the date of payment thereof to such Parcel Owner in full. 13. Captions, Gender and Number. Captions and section headings contained in this Declaration are inserted only as a matter of convenience and in no way define, limit, extend or describe the scope of this Declaration or the intent of any section or provision hereof. Whenever the context so requires, any pronouns used herein shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. 14. Waiver. Any consent to or waiver of any provision hereof shall not be deemed or construed to be a consent to or waiver of any other provision of this Declaration. Failure on the part of any Owner to complain of any act or failure to act of any other Owner, Permittee, or other party, irrespective of the duration of such failure, shall not constitute a wavier or modification of such Owner’s rights hereunder. No waiver or modification hereunder shall be effective unless the same is in writing and signed by the Owner(s) against whom it is sought. 15. Binding Effect. Except as otherwise provided herein, all provisions of this Declaration shall be binding upon, inure to the benefit of, and be enforceable by and against Declarant and its successors and assigns (including any and all Owners of any portion of the Property). 16. Severability. If any covenant, restriction, or provision contained in this Declaration is to any extent declared by a court of competent jurisdiction to be invalid or unenforceable, the remaining covenants, restrictions, and provisions contained herein (or the application of such covenants, restrictions, and provisions to persons or circumstances other than those in respect of which the determination of invalidity or unenforceability was made) will not be affected thereby and each such covenant, restriction, and provision contained in this Declaration will be valid and enforceable to the fullest extent permitted by law. 17. Governing Law. This Declaration shall be governed by the laws of the State of Washington, without regard to its conflicts of laws principles. 18. Term; Amendment. This Declaration and the covenants and restrictions set forth herein shall run with and bind all land within the Property, as applicable, for an initial term of forty (40) years from the date this Declaration is filed for record in the Recorder’s Office (the “Term”). At the end of the initial Term, this Declaration shall be automatically renewed without any action by the parties hereto or their respective successors or assigns for successive terms of ten (10) years. This Declaration may not be amended absent the express written consent of the Declarant, provided, however, that no amendment shall materially and adversely affect the Lot 1 or the Owner of Lot 1 without the consent of such party. 19. Condemnation. In the event of condemnation or a similar taking of all or any portion of an Easement area by the duly constituted authority for public or quasi-public use, compensation for the condemned portion within the Easement area will be payable to the Owner(s) on whose Parcel(s) the easement is located, and no claim will be made by any other Owner(s). Another Owner may file a collateral claim over and above the value of the underlying fee title to the property so taken, to the extent of any damage is suffered by another Owner as a result of the severance of the Easement. If the taking affects the use of any Easements, each party bound hereby will use its best efforts to modify, repair, and rebuild, and otherwise revise the Easement that burdens its Parcel, so that the benefits accruing to the beneficiaries hereof will be 11 V2-09/28/2023 as nearly as reasonably possible or the same as those benefits existing before such taking. 20. Miscellaneous. (a) Consents. Wherever in this Declaration the consent or approval of an Owner of a Parcel who is not the Declarant or an affiliate of the Declarant is required, unless otherwise expressly provided herein, such consent or approval shall not be unreasonably withheld, conditioned, or delayed. Any request for consent or approval shall (a) be in writing, (b) specify the Section hereof which requires that such notice be given or that such consent or approval be obtained, and (c) be accompanied by such background data as is reasonably necessary to make an informed decision thereon. The consent of the Owner of a Parcel under this Declaration, to be effective, must be given, denied, or conditioned expressly and in writing, unless deemed in accordance with the provisions of this paragraph. In the event a requesting Owner’s (who is not the Declarant) request is not approved, denied, or conditioned in writing within ten (10) business days of the consenting Owner’s receipt thereof, such consent shall be deemed to have been automatically given and no further action on the part of the requesting Owner shall be required under this Declaration or otherwise. A notice of such ten (10)-business day period for response shall be conspicuously noted at the top of any request. (b) Covenants to Run with Land. It is intended that each of the easements, covenants, conditions, restrictions, rights and obligations set forth herein shall run with the land and create equitable servitudes in favor of the real property benefited thereby, shall bind every person having any fee, leasehold or other interest therein and shall inure to the benefit of the respective parties and their successors, assigns, heirs and personal representatives. (c) Grantee’s Acceptance. The grantee of any Parcel or any portion thereof, by acceptance of a deed conveying title thereto, whether from an original party or from a subsequent Owner of such Parcel, shall accept such deed subject to each and all of the easements, covenants, conditions, restrictions and obligation contained herein. By such acceptance, any such grantee shall for himself and his successors, assigns, heirs and personal representatives, covenant, consent and agree to and with the other party, to keep, observe, comply with, and perform the obligations and agreements set forth herein with respect to the property so acquired by such grantee. (d) Time of Essence. Time is of the essence with respect to this Declaration. (e) Estoppel Certificates. Each Owner of a Parcel shall, within fifteen (15) days of its receipt of a written request therefor from another Parcel Owner, from time to time provide the requesting Owner a certificate binding upon such Owner: (a) stating to the best of such Parcel Owner’s knowledge, whether any party to this Declaration is in default or violation of this Declaration has occurred and is continuing and if so identifying such default or violation; (b) stating that this Declaration is in full force and effect and identifying any amendments to the Declaration as of the date of such certificate; and (c) attesting as to such other matters relating to this Declaration as shall be reasonably required by the requesting Owner (or its lender or prospective lender or transferee). (f) Site Plan. The Owners acknowledge and agree that by attaching the Site Plan hereto, the Owners are in no way obligated to each other to build or construct the improvements shown on the Site Plan, and each Owner may modify, revise, and/or reconfigure the improvements on such Owner’s Parcel at any time and from time to time in such Owner’s sole discretion without the prior written consent of the Declarant, provided that none of the terms and provisions of this Declaration are violated as a result thereof or in connection therewith, including, but not limited to, those relating to the Access Driveways. (g) Declarant Cessation and Designation of Rights. In the event the named Declarant 12 V2-09/28/2023 hereunder (WA Renton Park, LLC) no longer holds fee simple title to any portion of the Property, any exercisable rights of Declarant not otherwise designated within this Declaration shall automatically terminate without the need for any further action by Declarant or any record holding Owners of the Parcel(s) and/or their respective successors and assigns. Notwithstanding the foregoing, the rights of the named Declarant hereunder (WA Renton Park, LLC) shall automatically transfer to and vest in the Owner of the Lot 1 at such time as the Declarant no longer owns any portion of the Property. [Remainder of page intentionally left blank; signatures appear on the following [three (3)] pages.] Signature and Acknowledgement Page SIGNATURE PAGE TO DECLARATION OF EASEMENTS, COVENANTS AND RESTRICTIONS Declarant has duly executed this Declaration to be made effective as of the Effective Date. DECLARANT: WA RENTON PARK, LLC, a South Carolina limited liability company By: ________________________________ Name: Philip J. Wilson Title: Manager ACKNOWLEDGEMENT STATE OF SOUTH CAROLINA ) ) COUNTY OF GREENVILLE ) Before me, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that WA RENTON PARK, LLC, a South Carolina limited liability company, by Philip J. Wilson, its Manager, personally known to me, whose name is subscribed to the within instrument, appeared before me this day in person and acknowledged that signed and delivered said instrument of writing as such officer, as his free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and Notarial Seal, this ____ day of _______________________, 2023. _______________________________________ Notary Public My Commission Expires: [AFFIX SEAL OR STAMP] Consent and Subordination of Lender CONSENT OF LENDER TO DECLARATION AND SUBORDINATION OF DEED OF TRUST By its execution hereof, STONEBRIAR COMMERCIAL FINANCE LLC, Delaware limited liability company (“Lender”), hereby consents to, approves, and acknowledges the execution, delivery, and recording of the foregoing Declaration of Easements, Covenants and Restrictions and the encumbering of the real property more particularly described therein in which it holds an interest. Lender acknowledges and agrees that the lien of that certain Commercial Deed of Trust, given by Declarant to a trustee for the benefit of Lender, dated as of July 29, 2021, and recorded August 5, 2021, as Instrument Number 20210805000251, in the Recorder’s Office for King County, Washington (as amended, restated, supplemented, or otherwise modified from time to time, the “Deed of Trust”), shall for all purposes be subordinated to the foregoing Declaration (and any amendments, modifications, renewals, restatements, and extensions thereof) and that the Declaration shall be and shall at all times remain prior and superior to the Deed of Trust and the lien thereof, subject to the terms hereof. Lender does further agree that if it shall ever succeed title in and to the property of WA Renton Park, LLC, affected by the Declaration whether by way of foreclosure of the Deed of Trust, deed in lieu of foreclosure, or otherwise, Lender shall recognize the rights and privileges created in the Declaration and shall not disturb, impair or otherwise interfere with the exercise, use and enjoyment of such rights and privileges except in accordance with the terms of the Declaration. This subordination and consent shall inure to the benefit of WA Renton Park, LLC, its successors and assigns, and shall be binding upon the undersigned, and its successors and assigns. [Remainder of page intentionally left blank; signature and acknowledgement page follows.] Consent and Subordination of Lender ACKNOWLEDGED AND AGREED this ____ day of _______________________, 2023. LENDER: STONEBRIAR COMMERCIAL FINANCE LLC, a Delaware limited liability company By: ________________________________ Name: Title: ACKNOWLEDGEMENT STATE OF ___________________ ) ) COUNTY OF _________________ ) Before me, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that STONEBRIAR COMMERCIAL FINANCE LLC, a Delaware limited liability company, by __________________, its __________________, personally known to me, whose name is subscribed to the within instrument, appeared before me this day in person and acknowledged that he or she signed and delivered said instrument of writing as such officer, as his or her free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and Notarial Seal, this ____ day of _______________________, 2023. _______________________________________ Notary Public My Commission Expires: [AFFIX SEAL OR STAMP] EXHIBIT A – Legal Description of the Parcels – Solo Page EXHIBIT A Legal Description of the Parcels Lot 1: All those certain pieces, parcels or tracts of land, with any improvements, thereon, situate, lying and being in the City of Renton, King County, Washington, being identified as Lot 1 on that certain 8th Street Short Plat prepared Axis Survey and Mapping, dated June 2, 2022, last revised ________________, recorded on _____________ _____, 2023, in Book ________, Page _________ in the Recorder’s Office for King County, Washington (the ''Plat''), said Plat being hereby incorporated by reference for a more complete description of the referenced parcels. Lot 2: All those certain pieces, parcels or tracts of land, with any improvements, thereon, situate, lying and being in the City of Renton, King County, Washington, being identified as Lot 2 on that certain 8th Street Short Plat prepared Axis Survey and Mapping, dated June 2, 2022, last revised ________________, recorded on _____________ _____, 2023, in Book ________, Page _________ in the Recorder’s Office for King County, Washington (the ''Plat''), said Plat being hereby incorporated by reference for a more complete description of the referenced parcels. Lot 3: All those certain pieces, parcels or tracts of land, with any improvements, thereon, situate, lying and being in the City of Renton, King County, Washington, being identified as Lot 3 on that certain 8th Street Short Plat prepared Axis Survey and Mapping, dated June 2, 2022, last revised ________________, recorded on _____________ _____, 2023, in Book ________, Page _________ in the Recorder’s Office for King County, Washington (the ''Plat''), said Plat being hereby incorporated by reference for a more complete description of the referenced parcels. EXHIBIT B – Site Plan – Solo Page EXHIBIT B Site Plan EXHIBIT C – Use Restrictions – Page 1 EXHIBIT C Use Restrictions [ PROHIBITED USES: The Property and any portion thereof shall be used only for the construction, operation, maintenance, repair and replacement of buildings, improvements and common areas supporting retail businesses, restaurants, hospitality/hotels, financial institutions, entertainment facilities, business and professional offices, and educational and medical businesses common to mixed use commercial developments of a similar nature. A TopGolf entertainment facility is an expressly permitted use. In addition, and in furtherance of the immediately preceding sentence, the operation of any of the following uses shall be prohibited on the Land: a) a flea market; b) a funeral home, mortuary, crematorium, or similar use; c) a so-called “head shop” or a facility for the sale of paraphernalia for use with illicit drugs; d) a business of a sexually oriented nature, including but not limited to a facility for the sale or display of pornographic material or obscene materials (including, without limitation, magazines, books, movies, videos, photographs or so called “sexual toys”) or providing adult-type entertainment or activities (provided that this provision shall not prohibit the operation of a bookstore or video or music store which carries a broad inventory of books or videos directed toward the interest of the general public [as opposed to a specific segment thereof]); e) a facility for any use which is illegal or dangerous or constitutes an unreasonable nuisance, including, but not limited to, a facility that emits offensive odors, fumes, dust or vapors, or creates fire, explosive or other hazards; provided, however, (i) normal and customary odors from restaurants or other similar food operations or other approved uses shall be deemed not to create conditions prohibited hereunder, (ii) outdoor customer calling systems in drive-through facilities customarily used by restaurants, banks or other similar operations not shall be deemed to be an obnoxious noise or sound, (iii) the use of any radio, television, loudspeaker, amplifier or other sound system used by restaurants or other similar food operations in outdoor areas shall not be deemed to be an obnoxious noise or sound so long as the same do not unreasonably disturb or endanger other occupants of the Land or unreasonably interfere with the use of their respective Buildings and/or Parcels, (iv) the operation of a TopGolf entertainment facility shall be deemed not to create conditions prohibited hereunder; f) a house of worship or church; g) any unlawful use; h) any mobile home park, trailer court, labor camp, junkyard or stockyard; i) any dumping, transfer, disposing, incineration or reduction of garbage (exclusive of screened garbage compactors located near the Land); j) any laundry or dry-cleaning plant or Laundromat; provided, however, this prohibition shall not be applicable to on-site service oriented to drop-off, pick-up and delivery by the ultimate consumer, including nominal supporting facilities; k) any use related to industrial or manufacturing purposes, or for any assembling, distilling, refining, smelting, agricultural; or mining operation (other than existing agricultural operations); and l) any deep discount, bargain, fire sale or thrift business. EXHIBIT C – Use Restrictions – Page 2 EXCLUSIVES: 1. TopGolf. Except on Lot 1, no portion of the Property shall be operated or used as a golf-themed entertainment venue or a family entertainment center having more than 10,000 square feet; provided that an establishment providing customary hotel uses and services (including, without limitation, lodging, swimming pools, exercise and fitness facilities, restaurant, or other eatery establishments, etc.) shall be permitted and shall not be subject to this restriction.