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DEPARTMENT OF COMMUNITYCITY OF
AND ECONOMIC DEVELOPMENT Renton.
Planning Division
LAND USE PERMIT MASTER APPLICATION
PROPERTY OWNER(S)
NAME: Monterey Meadows, LLC
ADDRESS: 15 Lake Bellevue Dr., Suite 201
CITY: Bellevue, WA ZIP: 98005
TELEPHONE NUMBER: (425) 869-1300
APPLICANT (if other than owner)
NAME: Same as Owner
COMPANY (if applicable):
ADDRESS:
CITY: ZIP:
TELEPHONE NUMBER:
CONTACT PERSON
NAME: Chad Allen
COMPANY (if applicable): Encompass Engineering
& Surve in
ADDRESS: 165 NE Juniper St., Suite 201
CITY: Issaquah, WA ZIP: 98027
TELEPHONE NUMBER AND EMAIL ADDRESS:
425-392-0250
calien@encompasses.net
PROJECT INFORMATION
PROJECT OR DEVELOPMENT NAME:
Monterey Meadows
PROJECT/ADDRESS(S)/LOCATION AND ZIP CODE:
3815 & 3767 Monterey PI NE, 98056
KING COUNTY ASSESSOR'S ACCOUNT NUMBER(S)
334570-0181 & 334570-0182
EXISTING LAND USE(S):
Residential Single Family
PROPOSED LAND USE(S):
Residential Single Family
EXISTING COMPREHENSIVE PLAN MAP DESIGNATION:
Residential Medium Density
PROPOSED COMPREHENSIVE PLAN MAP DESIGNATION
(if applicable)
Residential Medium Density
EXISTING ZONING:
R-8
PROPOSED ZONING (if applicable):
N/A
SITE AREA (in square feet):
88,819 sf
SQUARE FOOTAGE OF PUBLIC ROADWAYS TO BE
DEDICATED:
15,147
SQUARE FOOTAGE OF PRIVATE ACCESS EASEMENTS:
0
PROPOSED RESIDENTIAL DENSITY IN UNITS PER NET
ACRE (if applicable)
5.6340
NUMBER OF PROPOSED LOTS (if applicable)
9
NUMBER OF NEW DWELLING UNITS (if applicable):
N/A
H:\CED\Data\Forms-Templates\Self-Help Handouts\Planning\Master Application.doc Rev: 08/2015
PROJECT INFORMAT
NUMBER OF EXISTING DWELLING UNITS (if applicable):
2
SQUARE FOOTAGE OF PROPOSED RESIDENTIAL
BUILDINGS (if applicable): N/A
SQUARE FOOTAGE OF EXISTING RESIDENTIAL
BUILDINGS TO REMAIN (if applicable): N/A
SQUARE FOOTAGE OF PROPOSED NON-RESIDENTIAL
BUILDINGS (if applicable): N/A
SQUARE FOOTAGE OF EXISTING NON-RESIDENTIAL
BUILDINGS TO REMAIN (if applicable): N/A
NET FLOOR AREA ON NON-RESIDENTIAL BUILDINGS (if
applicable): N/A
......... .........
—
NUMBER OF EMPLOYEES TO BE EMPLOYED BY THE NEW
PROJECT (if applicable): N/A
ION continued
PROJECT VALUE:
....... _....... _...........
IS THE SITE LOCATED IN ANY TYPE OF
ENVIRONMENTALLY CRITICAL AREA, PLEASE INCLUDE
SQUARE FOOTAGE (if applicable):
❑ AQUIFIER PROTECTION AREA ONE
❑ AQUIFIER PROTECTION AREA TWO
❑ FLOOD HAZARD AREA
sq. ft.
❑ GEOLOGIC HAZARD
sq. ft.
❑ HABITAT CONSERVATION
sq. ft.
❑ SHORELINE STREAMS & LAKES
sq. ft.
El WETLANDS 5087
sq. ft.
LEGAL DESCRIPTION OF PROPERTY
(Attach legal descri tion on separate sheet with the followin2 information included
SITUATE IN THE NE QUARTER OF SECTION .32 , TOWNSHIP 24 , RANGE 05 , IN THE CITY
OF RENTON, KING COUNTY, WASHINGTON
AFFIDAVIT OF OWNERSHIP -3
I, (Print Name/s) V Q C i '{ aAt 00 tl , declare under penalty of perjury under the laws of the State of
Washington that I am (pleas heck one) the current owner of the property involved in this application or Q the authorized
representative to act for a corporation (please attach pro f authorization) and that the foregoing statements and answers herein
contained and the information herew� are in all as cts true and correct to the best of my knowledge and belief.
Sign re epresentative Date Signature of Owner/Representative Date
STATE OF WASHINGTON )
SS
COUNTY OF KING ) I _�(� 14
certify that I know or have satisfactory evidence that J �'"1Y' I� Olth.l In signed this instrument and
acknowledge it to be his/her/their free and voluntary act for the us s nd purpose mentioned in the instrument.
ebnAAivt. (lp .? o ( I
Dated
Notary Public
State of Washington
TANYA M BUBHAW
My Appointment Expires Aug 16, 2019
N61api Vublic iniad for the State of Washington
Notary (Print):
My appointment expires:
01
61 wv l \0�
H:\CED\Data\Forms-Templates\Self-Help Handouts\Planning\Master Application.doc Rev: 08/2015
MONTEREY MEADOWS LIMITED LIABILITY COMPANY AGCU.EMENT
THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreemcnt") is made and entered into this
28tl' day of January, 2016, by and among, Taylor Development, Inc. ("TDI"), Jeff Hamilton, Inc.
and Sage -Key, Inc. ("SKI"), for the purpose of governing the affairs of the Limited Liability
Company formed by them, pursuant to the Washington Limited Liability Company Act (RCW 25.15)
(the "Act"), on the following terms and conditions:
1. - FORMATION
The name of the Company is Monterey Meadows, LLC. Its principal place of business, registered
agent, registered office, and date of termination shall be that which is set forth in the Certificate of
Formation which has been filed with the Secretary of State (attached as Exhibit A).
II. - BUSINESS OF THE COMPANY
The business of the Company shall be to purchase land ("the Project") which is located in Renton,
King County, Washington. It is the intent of the company and its members to acquire, develop and sell
land. In addition, the Company may engage in any lawful business or activity that may be conducted
by an LLC.
III. - NAMES AND ADDRESSES OF MEMBERS
3.1 The names and addresses of the members are set forth below:
Taylor Development, Inc.
15 Lake Bellevue Drive
Suite 102
Bellevue, WA 98005
Jeff Hamilton, Inc.
15 Lake Bellevue Drive
Suite 102
Bellevue, WA 98005
Sage -Key, Inc.
15 Lake Bellevue Drive
Suite 102
Bellevue, WA 98005
IV. - MANAGER'S RIGHTS AND DUTIES
4.1 MANAGERS' POWERS. The business and affairs of the Company shall be managed
by TDI and JHI (hereinafter individually "manager" or collectively "managers"). Except as otherwise
expressly provided in this Agreement, the managers shall have full and complete authority, power, and
discretion to manage and control the business, affairs, and properties of the Company, to make all
decisions regarding those matters and to perform any and all other acts or activities customary or
incident to the management of the Company's business. The managers may take any action permitted
to be taken by the managers unless the approval of more than one of the members is expressly required
by this Agreement or the Act. The managers shall in good faith use their best efforts to implement all
decisions of the Company with respect to the business of the Company and to conduct the ordinary and
usual business and affairs of the Company with respect to managing the business of the Company.
Any manager acting alone may act on behalf of the company, including, without limitation
implementing the following decisions:
(1) Keep or cause to be kept all books of account and other records of the Company
applicable to the Property.
(2) Retain or employ and coordinate the services of all employees, supervisors, architects,
engineers, contractors, subcontractors, leasing and/or sales brokers and other persons
necessary or appropriate to carry out the business of the Company with respect to the
Property.
(3) Pay all debts, expenses, and other obligations of the Company applicable to the
Property.
(4) Operate and manage the business and affairs of the Company with respect to the
Property in accordance with, and as limited by this Agreement.
(5) Exercise its best efforts to do all things necessary to acquire the Property, and then lease
up the Property.
(6) Compromise any claim due to the Company or submit to arbitration any dispute or
controversy involving the Company.
(7) Execute any agreements, contracts, and arrangements between the Company and any
member or any of its affiliates, or with third parties .Cor acquiring, and then leasing any part of the
Property.
(8) To make elections pursuant to Section 754 of the Code.
(9) Execute Real Estate Purchase and Sale Agreements, Escrow Documents, and Closing
Documents on behalf of the Company.
(10) Borrow or lend money on behalf of the Company.
(11) Execute any mortgage or lease.
(12) Assign, transfer, or pledge any debts due the Company or release any debts due.
(13) To open bank accounts in the name of the Company and to make any and all deposits to
and withdrawals from such accounts on the signature of any manager.
(14) To issue checks.
2
4.2 DUTY TO CONSULT. The managers shall consult and confer with each other before
taking any steps resulting in any substantial change from the operational policies for the Company, or
in any manrier affecting the Company business in an unusual manner as judged by the ordinary
operation of the Company business.
4.3 CHIEF FINANCIAL OFFICER AND PRESIDENT. For efficient administration of the
Company's affairs, the members and Managers appoint Jeffrey E. Hamilton as Chief Financial Officer
to assist in the administration of the Company's affairs and Kevin C. Taylor as President. The
Managers otherwise retain the right to manage the affairs of the Company as provided in this
Agreement. The Chief Financial Officer shall have general charge and control of the day-to-day
affairs of the Company subject to the ultimate control of the Managers of the Company, shall perform
all duties as may be delegated from time to time by the. Managers of the Company, and shall make
such reports to the Managers of the Company as may be required. The Chief Financial Officer is
expressly authorized to negotiate and execute all contracts and documents on behalf of the Company,
including but not limited to notes, security instruments, purchase and sale agreements, closing
documents and deeds. The Chief Financial Officer shall be indemnified to the same extent as the
Managers as set forth in paragraph 4.5.
The President is expressly authorized to negotiate and execute all contracts and documents on
behalf of the Company, including but not limited to notes, security instruments, purchase and sale
agreements, closing documents and deeds. The President shall be indemnified to the same extent as
the Managers as set forth in paragraph 4.5.
4.4 COMPENSATION. The managers, Chief Financial 0 Meer and President will receive
no compensation for the day to day management of the Company or management of the Property,
except as provided by this Agreement. Provided, however, the managers shall be reimbursed by the
Company for reasonable out-of-pocket expenses incurred by it in connection with the Company's
business, if any, including without limitation expenses incurred in the organization of the Company,
but not including overhead expenses.
4.5 LIMITATION ON LIABILITY/INDEMNIFICATION. The managers, Chief Financial
Officer and President shall not be liable, responsible, or accountable for damages or otherwise to the
Company, the members or any assignee of any member for any act or omission by such manager,
Chief Financial Officer or President performed in good faith pursuant to the authority granted by this
Agreement or in accordance with its provisions and in a manner reasonably believed by such person to
be within the scope of the authority granted and in the best interest of the Company, provided, that
such act or omission did not constitute fraud, misconduct, bad faith or gross negligence. The Company
shall indemnify and hold harmless the managers and Chief Financial Officer against any liability, loss,
damage, cost or expense incurred by it on behalf of the Company or in furtherance of the Company's
interests, provided no manager shall have any personal liability with respect to the satisfaction of any
required indemnification of the manager or Chief Financial Officer. Nothing herein shall relieve any
person of liability for fraud, misconduct, bad faith, or gross negligence.
Any indemnification required to be made by the Company shall be made promptly following the fixing
of the liability, loss, damage, cost or expense incurred or suffered by final judgment of any court,
settlement contract or otherwise. In addition, the Company may advance funds to a manager or Chief
Financial Officer claiming indemnification under this paragraph for legal expenses and other costs
incurred as a result of a legal action brought against such individual or entity.
4.6 RIGHT TO RELY ON MANAGER. Any person dealing with the Company may rely
without the duty of firther inquiry upon a certificate signed by any manager as to the identity and
authority of the manager or other person to act on behalf of the Company.
V. - RIGHTS AND OBLIGATIONS OF MEMBERS
5.1 LIMITATION OF LIABILITY. Each member's liability shall be limited as
set forth in this Agreement and the Act.
5.2 LIABILITY FOR COMPANY OBLIGATIONS. Members shall not be personally
liable for any debts, obligations or liabilities of the Company beyond their respective capital
contributions (both paid and unpaid) except as provided by law, or as otherwise stated in this
Agreement.
5.3 INSURANCE. Each member shall maintain and provide to the Company on request
comprehensive general bodily injury and property damage insurance on all vehicles owned by the
member, non -owned vehicles, and hired vehicles, protecting against claims arising from the operations
of the member in connection with Company business. Insurance shall be in minimum amounts of
$500,000 on an occurrence basis for comprehensive general liability and automobile bodily injury
liability and automobile property damage. The Company may maintain such additional insurance as it
deems appropriate. At the Company's request, the insurance maintained by each member shall name
the Company as an additional insured.
VI. - MEETINGS OF MEMBERS
6.1 MEETINGS. Any manager or a member holding at least fifty percent (50 %) of the
outstanding membership units may call special meetings of the members. The managers may set
regular meetings of the members for any purpose or purposes at any place within or without the State
of Washington.
6,2 NOTICE OF MEETINGS. Written notice by mail or personal service stating the place,
day, hour and purpose of a special meeting or a schedule for regular meetings shall be mailed or given
to each member not less than ten (10) days before the date of any meeting.
6.3 PROXIES. At all meetings of members, and in connection with any action taken by
written consent, a member may vote in person or by proxy executed in writing by the member.
6.4 ACTION BY MEMBERS WITHOUT A MEETING. Action required or permitted to be
taken at a meeting of members may be taken without a meeting if the action is evidenced by one or
more written consents executed by all the members entitled to vote thereon or their proxies.
6.5 QUORUM. A majority, more than fifty percent (50 %), of the units present by person or
proxy shall constitute a quorum.
VII. - CONTRIBUTIONS TO TIE COMPANY AND CAPITAL ACCOUNTS
4
7.1 OWNERSHIP. The members agree that their respective interest or share in the
company is as follows. The capital of the company shall be divided into 1,000 units of membership
(the "units"). Additional units may be issued only upon unanimous vote of the membership units. The
units shall be owned by the members as follows:
Taylor Development, Inc. 675.0 67.5%
Jeff Hamilton, Inc. 225.0 22.5%
Sage -Key, Inc. 100.0 10.0%
7.2 MEMBERS' CAPITAL CONTRIBUTIONS. The members have made a capital
contribution to the company in the amount of $100 for each 10% interest in the Company. No
member shall be entitled to receive interest on its capital contribution. It is the intent of the members
that they shall all contribute their services to the company in an approximately equal manner. In the
event that 67.5% of the members determine that a member is not contributing in an approximately
equal manner, then said 67.5% may make provision for the consequences of such failure, including a
reasonable adjustment of the member's respective interests and distaibutions. A. member is not
contributing in an approximately equal mariner if such member dies, becomes disabled or ceases to
perform services for the Company for any other reason. Further, a member may be considered not to
be contributing in an approximately equal manner if the member is not performing the services
expected to be performed by such member.
7.3 SUBSEQUENT CONTRIBUTIONS. A member may be obligated to make subsequent
capital contributions to the Company, in the discretion of the managers.
7.4 RETURN OF CAPITAL CONTRIBUTIONS. Each member agrees not to withdraw as
a member of the Company and, except as expressly provided in this Agreement, no Member shall be
entitled to the return of any part of his capital contributions or to be paid interest in respect to either his
capital account or his capital contributions.
7.5 ACQUISITION AND CONSTRUCTION LOAN. The members authorize the Chief
Financial Officer, on behalf of the Company, to borrow up to Five Million Dollars from Devin and
Angela Taylor ("Taylor") on terms to be set forth in future resolutions. As security the Company will
give a First Lien Deed of Trust against the Property. The interest rate on the loan will be 5% annual
interest compounded monthly. Each of the members and their principals, as individuals, together with
their spouses, guarantee the loan.
7.6 LOANS BY MEMBERS. Any member may, but is not obligated to, loan to the
Company such stems as the President or Chief Financial Officer determines to be appropriate for the
conduct of the Company's business. Any such loans shall bear interest at five percent (5%) per annum,
and shall be on such other terms as the President or Chief Financial Officer may agree. All loans shall
be repaid in full before any distributions are made to the members, except as set forth in this
Agreement.
7.7 CAPI'T'AL ACCOUNTS. A Separate capital account shall be maintained for each
member in accordance with applicable law. It is intended that such capital accounts will be maintained
in accordance with Section 704 of the Internal Revenue Code ("Code") and the regulations thereunder.
7.8 A WITHDRAWAL OR REDUCTION OF MEMBER'S CONTRIBUTIONS TO
CAPITAL. Except as provided in this Agreement, a member shall not receive out of the Company's
property any part of its capital contribution until all liabilities of the Company, except liabilities to
members on account of their capital contributions, have been paid or there remains property of the
Company sufficient to pay them.
VIII. - ALLOCATION OF NET PROFITS AND LOSSES
8.1 ALLOCATION OF NET PROFIT AND LOSS GENERAL. Subject to the provisions of
the internal Revenue Code and except as otherwise provided in this Agreement, the net profits or net
losses, which for the purposes of this Agreement shall be determined by the Company using its
customary accounting methods consistently applied, for any fiscal year of the Company, shall be
allocated among the members, or as appropriate their assignees, pro rata
according to the number of units held by each of them.
8.2 LIMITATION OF SPECIAL ALLOCATIONS. The foxegoing notwithstanding, the net
profits and net losses of the Company shall not be allocated in violation of and shall be, appropriately
adjusted in accordance with the provisions of Section 704 of the Code and the regulations thereunder.
8.3 COMPENSATION AND ALLOCATIONS OF NET PROFITS OR LOSS.
The profit or loss and adjustments thereto shall be allocated in accordance with Sections 703 and 704
of the Code.
IX. - DISTRIBUTIONS
9.1 CASH DISTRIBUTIONS. Distributions of cash shall be made to the members and their
assignees in such amounts and at such times as the managers determine, pro rata according to the
number of units held by each member.
9.2 WITHHOLDING. The managers are authorized to withhold from any distributions,_
with respect to any allocations or payments to members or assignees, and to pay over to the appropriate
federal, state, or local governmental authority any amounts required to be withheld pursuant to the
Code or provisions of applicable state or local law. All amotimts withheld pursuant to the preceding
sentence in connection with any payment, distribution, or allocation to any member or assignee shall
be treated as amounts distributed to such person pursuant to this paragraph For ail purposes of this
Agreement.
9.3 LIMITATION ON DISTRIBUTIONS. No distribution shall be made unless after the
distribution is made, the assets of the Company are in excess of all liabilities except liabilities to
members on account of their contributions and the Company can be masonably expected to be able to
pay all of its debts as they are incurred.
X. - ACCOUNTING, BOOKS, AND RECORDS
10.1 ACCOUNTING PRINCIPALS. The Company's books and records shall be kept under
such methods as the Chief Financial Officer determines to be in the best interest of the Company,
subject to the approval of the Managers.
6
10.2 ACCOUNTING. The Company's accounting period shall be the calendar year.
10.3 TAX MATTERS PARTNER. TDI is hereby designated as the "tax matters partner" of
the Company for the purposes of Code Sections 6221, a#. seq. and shall prepare and file all federal tax
returns. In the event TDI is unable or unwilling to so serve, then JHI shall serve as "tax matters
partner'.
XI.- TRANSFERABILITY
11.1. GENERAL. Except as otherwise expressly provided in paragraph 11.2 of this
Agreement, neither a member nor an assignee of a member shall have the right to:
(1) sell, assign, transfer, exchange, or otherwise transfer for consideration (collectively
"sell" or "sale"),
(2) gift, bequeath, or otherwise transfer for no consideration, whether or not by operation of
law, except in the case of bankruptcy (collectively "gift"), all or any part of or any interest in any unit
or any rights as assignee thereof without the unanimous consent of the members. Each member hereby
aclmowledges the reasonableness of the foregoing restrictions on sale and gift and accordingly such
restrictions shall be specifically enforceable.
11.2 FIRST REFUSAL RIGHTS. The members agree to give each other first refusal rights
as set forth below:
(a) A unit holder desiring to sell all or any portion of its membership interest (the selling
party) shall first notify the refraining members in writing of the number of units being offered for sale.
(b) If within fifteen (t 5) days of receipt of the notice that the selling pai ty desires to sell
his interest in the Company, the selling party and the remaining members are unable to agree on price
or a method for determining value and memorialize that agreement or method in writing.
The selling party and the members (as a group) who express a desire to purchase that interest
shall each select an appraiser. The two appraisers shall then select a thins appraiser. Those
appraisers shall then determine the valise of the interests being sold. The appraisers shall
attempt to mutually agree upon a value, but if they are unable to do so, the value shall be
determined by averaging the three appraisals.
Upon determination of value, the remaining members shall have the right to purchase all (and
not less than all) of the membership interest which is offered for sale.
(c) Cf the remaining members decline to purchase all of the membership interest being sold
by the selling party, the selling party shall then have one hundred twenty (120) days to sell to a third
party on the price, terms and conditions which have been previously offered to other members. If the
sale does not close within the one hundred twenty (120) clay period, the units shall once again become
subject to the terms of this right of refusal.
If the remaining members elect to purchase the selling party's interest, the purchase price may,
at the election of the, remaining members, be paid in cash or may be paid in monthly interest only
installments over two (2) years at ten percent (10 °/o) per ant llm, with the full amount clue at the end of
two years. The purchase price shall be secured by the interest being purchased and in a manner which
is reasonably acceptable to the selling party.
(d) Upon the purchase or the gift of a membership interest or an economic interest, as
defined herein, and as a condition to recognizing the effectiveness and binding nature of any sale or
gift and (subject to paragraph 11. 3, below) substitution of a person as a new unit holder, the managers
may require the transferring unit holder and the proposed purchaser, donee or successor -in -interest, as
the case may be, to execute, acknowledge and deliver to the managers such instruments of transfer,
assignment, and assumption and such other agreements and to perform. all such other acts that the
manager may deem necessary or desirable to:
i) constitute such person as a unit holder;
ii) confirm that the person desiring to become a unit holder, has accepted, assumed,
and agreed to be subject and bound by all of the terms, obligations and conditions of this
Agreement (whether such person is to be admitted as a new member or will merely be an
economic interest owner);
iii) maintain the status of the Company as a Limited Liability Company for federal
tax purposes;
iv) assure compliance with any applicable state and federal laws, including
securities laws and regulations; and
V) assume any obligations (including guarantees) which were owned by the
transferring unit holder prior to sale.
(e) Any transfer of a membership interest, consent not given (see 11. 3), or admission of a
member in compliance with this Article XI shall be deemed effective as of the last day of the calendar
month in which the remaining members' consent thereto was given. The transferring unit holder
hereby agrees to indemnify the Company and the manager against any and all loss, damage, or expense
(including, without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly as a
result of any transfer or purported transfer in violation of this Article XI.
11.3 TRANSFEREE NOT MEMBER IN ABSENCE OF CONSENT.
(a) Notwithstanding anything to the contrary in this Article XI, if the sale or gift of a
member's membership interest or economic interest to a transferee or donee which is not a member
immediately prior to the sale or gift is not approved in writing by a majority of the voting percentage
interests, excluding that of the interest transferred, then the proposed transferee or donee shall have no
right to participate in the management of the business and affairs of the. Company or to become a
member, nor shall he have a voting percentage. Such transferee or donee shall be merely an economic
interest owner.
(b) . Except as provided in Paragraph 11.3 (a) above, promptly following any sale or gift of
a member's economic interest which does not at the same time transfer the balance of the rights
associated with such person's membership interest, the Company shall purchase fiom such person, and
such person shall sell to the Company for a purchase price of One Hundred Dollars ($100), all such
remaining rights and interests retained by such person, which immediately prior to such sale or gift
were associated with the transferred economic interest. The acquisition by the Company of such
person's rights shall not cause a dissolution of the Company and such person shall no longer be a
member or have a voting interest.
(c) For purposes of this Agreement, the term "economic interest" means a unit holder's
share of net profits, net losses, and other tax items of the Company and distributions of the Company's
assets pursuant to this Agreement and the Act, but shall not include any right Lo participate in the
management or affairs of the Company, including, the right to vote on, consent to or otherwise
participate in any decision of the members.
XII. - DISSOLUTION AND TERMINATION
12.1 DISSOLUTION. The Company shall be dissolved upon the concurrence of members
holding a majority interest, or upon determination by the managers that dissolution is in the best
interest of the company.
12.2 ALLOCATION OF NET PROFIT AND LOSS IN LIQUIDATION. The allocation of
net profit, net loss, and any other items following the date of dissolution including, but not lhnited to,
gain or loss upon the sale of all or substantially all of the Company's assets shall be determined in
accordance with the provisions of paragraph 8.1 and 8.2 hereof.
12.3 WINDING UP LIQUIDATION AND DISTRIBUTION OF ASSETS. Upon
dissolution the managers shall immediately proceed to wind up the affairs of the Company unless the
business of the Company is continued by them in their discretion pursuant to the Act. The assets of the
Compmiy and the proceeds of any sales of any asset shall be applied in the following order of priority:
(1) payment of creditors, including members and managers who are creditors to the extent
otherwise permitted by law in satisfaction of the liabilities of the Company other than liabilities for
distributions to members;
(2) to establish any reserves that the managers deem reasonably necessary for contingent or
unforeseen obligations of the Company; and
(3) to the members and assignees pro rata based on positive capital
12.4 PERSONAL GUARANTEES AND INDEMNIFICATION. Each member and the
individual members or shareholders as individuals of each member, together with their spouses, hereby
jointly and severally personally guarantee all debt of the Company which at any time may be owing by
the Company to any member or affiliate only. For this purpose, an affiliate shall consist of (a) any
person or entity which owns an equity interest in a member, cithef directly or indirectly through an
ownership interest in another entity which owns an interest in a member, (b) any entity in which a
member owns an equity interest; or (e) any entity in which any of the persons identified in subsection
(a) or (b) own an equity interest. In the event that any such guaranteed debt is not paid by the
Company, it is intended that each member will contribute toward repayment of the debt in proportion
to the member's Percentage Interest in the Company. Flowever, if one or more members does not fully
contribute in accordance with this intention, then the other fnembers shall also be personally liable for
repayment of the unpaid share owing by such non-paying member, in proportion to the relative
interests of the other members. For example, if there were four equal members and if one member
mares a loan to the Company which the Company is unable to pay-, iid one of the other members is
we
unable to make payment under the terms of this personal guarantee, then the other two members would
each be responsible for repayment to the lending member of one-third (1/3) of the amount of the debt
and the lending member would not be repaid the remaining one -thud (1/3) of the amount of the debt.
Each member shall remain unconditionally and irrevocably bound to this personal guarantee
notwithstanding any extensions, renewals or modifications of any guaranteed debt which may be
entered into by the lender and the Company. Likewise, each member shall remain personally liable,
regardless of any compromise or settlement between the Company and the lender, surrender of any
collateral, the failure to perfect or enforce any security interest, or any other circumstance, action or
lack of action, which might otherwise constitute a legal or equitable defense of a surety or guarantor.
The obligations of each member shall not be affected by the release of any other member or settlement
with any other member. Default by a member shall also entitle the lender to recovery of reasonable
attorney's fees, costs and litigation -related expenses, regardless of whether suit is actually commenced.
XIII.- INDEPENDENT ACTIVITIES OF MANAGERS AND MEMBERS
All of the members agree and acknowledge that any member or manager may engage in or
possess an interest in any other business venture of any nature and description independently or with
others including, but not limited to, the ownership, financing, management, employment, lending to or
otherwise participating in businesses which are similar to the business o the Company and neither the
Company nor any of the members or managers shall have any right by virtue of this Agreement in or to
such independent ventures or to the income or profits therefrom.
XIV.- MISCELLANEOUS
14.1 NOTICES. Any notice or other communication required or permitted under this
Agreement shall be deemed to have been duly given if delivered personally to the party to whom
directed or if mailed, three (3) days after the date of mailing by United States mail, first class, postage
prepaid, addressed to the party at the address stated herein or such other address as given to the
Company by written notice.
14.2 GOVERNING LAW. The Agreement shall be construed and enforced in accordance
with the laws of the State of Washington.
14.3 AMENDMENTS. This Agreement may not be amended except by the unanimous
written agreement of all of the members.
14.4 CONSTRUCTION. Whenever the singular number is used in this Agreement and when
required by the context, the same shall include the plural and vice versa and the masculine gender shall
include the feminine and neuter genders and vice versa.
14.5 HEADINGS. The headings in this Agreement are inserted for convenience only and
shall not affect the interpretation of this Agreement.
14.6 SEVERABILITY. If any provision of this Agreement or the application thereof to any
person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this
Agreement and the application thereof shall not be affected and shall be enforceable to the fullest
extent permitted by law.
10
14.7 HEIRS, SUCCESSORS, AND ASSIGNS. Each of the covenants, terms, provisions and
agreements herein contained shall be binding upon and inure to the benefit of the patties hereto and to
the extent permitted by this Aptemcnt, their respective heirs, legal representatives, successors and
assigns.
14.8 COUNTERPARTS. This Agreement may be executed in counterparts and all
counterparts shall be deemed originals.
14.9 ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding of the members.
IN WITNESS WHEREOF, the undersigned members have executed this Agreement as of the
date first above written.
Managers:
Taylor Development, Inc.
a Washington corporation
By: in C. Taylor, its resident
Members:
Sage -K �kno.�
a Wa ongp ration
By: Kevin O'Brien, its President
Jeff Hamilton, Inc.
I1
Hamilton, its President
"A,,
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�, STATg
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SecretY of S tate
Y, KIM �WMA'N, Secietaiy of State of the State of Washiiietoin aizd custodian of its
sq�al, hereby issue this
. E> TIVICA TE OF FORM IOM
to
MONTERV,Y MEADOWS, LLC
An WA Limited Liability Company. Charter docLimer►ts are effective on the date
iriaicated below.
Date: 1/28/2016
UB.I Number: 6037579-633
t Q Given under my hand and the Seal of the State
of Washington at Olympia, 'the State Capital
AM7 IJ
4� Kim Wyman, Secretary of State
T 1889
.
Date Issued: 1/28/2016
r
�.A
CERTIFICATE OF POWWATION
ARTUME I
MIME
The name of this L-itnWd Liability Company, is kontefey Meadows, LLC,
ARTICLE II
REU STERM OFFICE: AND AGENT
FILED
JAN 2 8 2016
The address of Ne togistered oltice and the natne acid Wdeess tbf the registered agent for -service
of pi'oeess regtftd to bo t itttojned by this Limited Liability-CQinpanyls! Jeffrey E, Il'amiltoti,
15 Wce Eellevue,Driye, Shite l02,.9ellevuo, WA 98005.
OTICLE 111
PTACP, a SUS ES
Tile address of the principal place of bus%tress oftlus Limited Liability Company is 15 Labe
Bellevue Drive, Suite 102, Bellevue, WA 98005,
0-TWLE IV
p'[]ItAT-10N
This Limied Lability Company 'has no specific date of dissolution, unless otherwise agreed
upon unanimoitsly by the managers.
ARTICLE V
MA AMMENT
The ruana&fnent of this Limited Liability Company is vested in a manager or nianagets as
provided in the Company's Operatiag.Agreement.
ARTICLE VI
POWERS
This Limited. Liability Conipany has the power:
6.1 To eatgage in the business of investing in real estate and other investrnkAts.
6,2 To engage in any business, trade or aefivity which may be i-wfi ly conducted by a
Limited Liability Company organized under the Washington Linrited Liability Company Act;
and
6.3 To engage in all such activities as are incidental or condLtcive to the attainment of the
purposes of tbis Lirrii.ted. Liability Company, or tiny of them, grid to exeudso Ally grid all powers
authoxired or permitted to be (tone by a Limited 1'..iability Compsay under any laws that may be
now or hereafter opplicable or available to this Limited Liability Company.
Tlie foregoing clauses of"thus Article Vr shall each be consulted as puepb$es and powers, and -the
tt2tltters expressed in e EcEt G1cllESi shall be in no Way limited or resfricted by iofe efice to ef•
inference 16m the termq o V any nllier clauses, but shall be regaeded asludependent purposeg alld
powers; and nothing cotitaitled ui these claltwm shIl. be deotned in "ally wqy to liaiilt Oe elx4de
any power, right, or priyilege given to this Limiwd Liability Company.
The u-1dm9Igncd is -the person forming this Lfi, ted Liability CQniplily,
-'Pa,t6.d thiss
�ayof_ ;�. �A1.�fl r,.II—X2016.
miltotx
Capacity: Person Ponlihig this Limited
Liability Company
Address; 15 Lake BelleVao.Drlve, Siute 10�
Bellevue, WA 98005
CONSENT TO U, RVZ AS RE, G-18Il'ERE D AGI 'I NT
L JEFFREY 13, HAMILTON, Iaereby conse»t to gel-ve as, 1�egi�tered Agent., in the State of
Wa'fiiitgt", fot M,oiitercy Meadows, LLC, a %sWugton Limited Liability Company. I
"Ildcrstand that as .agent far the Company, it will iyc t,y respQnsibiiity to lfcefve seiVlae df
process ltj t1 a t1ai11e off' the Company, to forward all maR to the Company, and to Immedfal�ly
rnotify1w office 00 ie Seq*n y pf State in the, dvdnt of my aesignatioti, or o[`au}+ chaiig�s iEt the
registered office address.of the Cainpfitty dor which I am agent.
c
Dated this . : ! day.of 2016.
REGISTERED AGENT
f
L10 Toe Taylor Group
15 Lake 130110vue Drive, Suite 102
Bellevue, WA M05
PHONE; 057869.-2020