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HomeMy WebLinkAboutPlan, Final CMO 1/31/2008 ( I; ." DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS DECLARANT: PEACEHEAL TH, a Washington non-profit corporatIon SITE NAME: RIVERBEND CAMPUS RIVERBEND SITE ADDRESS: City of Springfield, Oregon AFTER RECORDING RETURN TO: PEACEHEALTH 1255 Hilyard Street Eugene, OR 97401 Attention: Chief FinancIal Officer SPACE BELOW THIS LINE FOR USE OF COUNTY RECORDER'S OFFICE Date Received till hA(/P Planner AL 1/' ',\ DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR RIVERBEND These Covenants, ConditIOns and RestnctlOns ("CC&Rs") are made thiS day of ,2008 ("Effective Date"), by PeaceHealth, a Washmgton non-profit corporation ("PeaceHealth ") RECITALS PeaceHealth owns certam real property m Lane COlmty, Oregon, more particularly descnbed on the attached Exhibit A (the "Property") PeaceHealth plans to develop the Property as a mixed-use hospital campus, mcludmg hospital facilities, offices, retail and other uses In order to enhance the value of the Property, PeaceHealth deSires to establish certam deSign and development standards for the Property NOW, THEREFORE, PeaceHealth subjects the Property to the Covenants, ConditIOns and RestnctlOns set forth below, s31d CC&Rs to nm with the Property and bmd PeaceHealth, Owners, Occupants and their herrs, successors, and assigns 1. DEFINED TERMS Throughout these CC&Rs, the followmg terms, when capitalized, shall have the followmg meanmgs, except when the context reqUires otherwise 1.1 Association "ASSOCiatIOn" means the RIverBend Tenants' ASSOCiation formed pursuant to Section 3 1.2 Board "Board" means the Board ofDrrectors of the ASSOCiatIOn formed pursuant to Section 3.5 1.3 Busmess Day "Bus mess Day" means Monday through Fnday and shall exclude Saturday, Sunday and State or Federal Legal Holidays [/CCR Occ 062306-FINAL] PAGE 2 1/31/0810 37 38 AM 1.4 Common Areas "Conrrnon Areas" means the areas wlthm the Property which are designated for the conrrnon use and benefit of all Owners and Occupants The Conrrnon Areas mcorporate all Conrrnon Area Improvements, to the extent not dedicated to a public entity, located wlthm the Conrrnon Areas mcludmg, by way of illustratIOn, but not by way of limitation, the followmg public nght-of-way landscapmg, mcludmg, but not limited to, tree wells or street trees, sidewalks, dramage ditches, ImgatlOn, any public trail system, entry monuments, drrectlOnal slgnage and all other general purpose slgnage, and related lightmg systems and fixtures Attached hereto as Exhibit C IS a map delineatmg the Conrrnon Areas The Conrrnon Areas may be modified from time to time as provided m Section 7.2 1.5 DesIgnated Voter "DeSignated Voter" means that mdlvldual named m a wntten notice given by an Owner to the Secretary which notice sets forth (a) the address of the Designated Voter for such Owner, and (b) the number of votes which shall be voted by such Designated Voter 1.6 Development Plans "Development Plans" means plans for the development of any Third-Party Improvements 1. 7 Development Standards "Development Standards" means the standards for Improvmg the Property, attached hereto as Exhibit B 1.8 DIrector "Director" means a member of the Board 1.9 EnvIronmental Cost "EnVironmental Cost" mcludes, but IS not limited to, costs and damages arlsmg from or relatmg to (I) any VIOlatIOn of, or noncompliance with, any applicable Environmental Laws, (n) claims for damages, response costs, audit costs, fines, fees or other reliefrelatmg to matters addressed m any applicable EnVironmental Laws, - (m) mJunctlve relief relatmg to matters addressed m any applicable EnVironmental Laws, and (IV) Hazardous Substance Releases Costs and damages as used m thiS Section shall mclude, but are not lImIted to (a) costs of evaluatIOn, assessment, testmg, analYSIS, cleanup, remediatIOn, removal, disposal, momtonng and mamtenance, (b) fees of attorneys, engmeers, consultants, and experts, whether or not taxable as costs mcurred at, [/CCR Occ 062306-FINAL] Date Received. 1/31 /Joor Plann!'lr, AL --r-; PAGE 3 1/31/08103738 AM before or after tnal, appeal or admmlstratlve proceedmgs, and (c) loss or restnctlOn of use of property 1.10 Environmental Laws "Environmental Laws" shall mean any and all federal, State of Oregon and local laws, regulations, rules, permit terms, codes and ordmances now or hereafter m effect, as the same may be amended from trrne to time, and applicable deCIsIOnal law, which govern matenals, substances, regulated wastes, emiSSIOns, pollutants, animals or plants, nOise, or products and/or relate to the protectIOn of health, natural resources, safety or the environment 1.11 Hazardous Substance "Hazardous Substance" shall mean any and all substances defined or deSignated as hazardous, tOXIC, radIOactive, dangerous or regulated wastes or matenals, or any other srrnllar term m or under any applicable Envrronmental Laws Hazardous Substance shall also mclude fuels, petroleum and petroleum-denved products 1.12 Hazardous Substance Release "Hazardous Substance Release" shall mean the splllmg, dlscharge, deposit, mJectlon, dumping, emlttmg, releasmg, leakmg or placmg of any Hazardous Substance mto the air or mto or on any land or waters, except m compliance With applicable EnVironmental Laws or as authonzed by a then-current and valid permit Issued under applicable EnVironmental Laws 1.13 Common Area Improvements "Conrrnon Area Improvements" means any rrnprovement placed or constructed m, under, or upon the Conrrnon Areas, mcludmg, Without limitation, any dnveway, parkmg area, utility, dramage ditch, fence, wall or bamer, utility dlstnbutlOn faCility, landscapmg, or slgnage 1.14 Mamtenance "Mamtenance" means upkeep to Conrrnon Area Improvements mstalled wlthm the Conrrnon Areas, and the rep31r and replacement of damaged, worn, or failmg Conrrnon Area Improvements mstalled m the Conrrnon Areas 1.15 Master Plan "Master Plan" means the terms, conditions, rules and regulatIOns of the Master Plan applicable to the Property and approved by the City of Spnngfield effective May 23, 2005, as may be amended from time to trrne [/CCR occ 062306-FINAL ] PAGE 4 1/31/0810 37 38 AM 1.16 Occupant "Occupant" means any Owner, licensee, tenant or subtenant m lawful possessIOn of all or any portIOn of the Property 1.17 Officer "Officer" means either the President or Secretary of the ASSOCiatIOn or any additIOnal person as may be so deSignated by the Board 1.18 Owner "Owner" means PeaceHealth or the owner of any lot, parcel or portIOn of the Property or any party m lawful possessIOn of any lot, parcel or portIOn of the Property pursuant to a ground lease, and any successor of such ground lessee's mterest under a ground lease 1.19 PeaceHealth "PeaceHealth" means PeaceHealth, a Washmgton non-profit corporation, Its successors and assigns 1.20 PreSIdent "PreSident" means the PreSident of the ASSOCiation, selected m accordance With Section 3.15 1.21 Property "Property" means the real property m Lane County, Oregon legally descnbed on the attached Exhibit A hereto 1.22 Reviewer "ReViewer" means PeaceHealth 1.23 Secretary "Secretary" means the Secretary of the ASSOCiation, selected m accordance With Section 3.15 1.24 Third Party Improvements "Third Party Improvements" means any Improvements made to any Third Party Parcel by an Owner other than PeaceHealth [/CCR occ 062J06-FINAL] Date Received Planner AL I/JI bu,/ / / PAGE 5 1/31108103738 AM 1.25 ThIrd Party Parcel "Third Party Parcel" means any portIOn of the Property which IS the subJect of a ground lease between PeaceHealth and an Owner or which IS owned by a party other than PeaceHealth "Third Party Parcel" does not melude any portIOn of the Property owned by PeaceHealth and which IS not subJect to a ground lease WIth an Owner 2. PEACEHEAL TH RIGHTS AND RESPONSffiILITIES OVER THE PROPERTY, THE CC&Rs AND THE DEVELOPMENT STANDARDS 2.1 PeaceHealth RIghts and ResponsIbilities 2.1.1 ReservatIon of Rights In addition to other PeaceHealth nghts and responsibilities as may be set forth m these CC&Rs, PeaceHealth shall, at all times, retalD the followmg nghts and responSibilities With respect to the Property, meludmg the Conrrnon Areas, and over these CC&Rs and the Development Standards 2 1 1 1 The nght to assign all or any portIOns of the nghts and responSibilities and obligatIOns under these CC&Rs to the ASSOCiation or to others 2 1 I 2 The nght to create or grant easements or other encumbrances across the Conrrnon Areas as set forth herem m Section 8 ? [ 2 I I 3 The nght to review and approve or disapprove all Development Plans for the Property 2 1 1 4 The nght to appomt a maJonty of permanent votmg Directors of the Board 2 I I 5 The nght to approve or disapprove any amendments to these CC&Rs and the Development Standards 2 I I 6 The nght to approve or disapprove any reductIOns, modifications or expansIOns of the Conrrnon Areas 2 1 I 7 The nght to approve or disapprove the Improvements, and any changes thereto 2 I I 8 The nght to close all or any portion of the Conrrnon Areas as provided m SectIon 7.1 , , PAGE 6 1/31/08103738 AM [/CCR occ 062306-FINAL] 2 1 1 9 The nght to record a map delmeatmg the Conrrnon Areas 2 I I 10 The nght to enforce these CC&Rs and the Development Standards to the extent the ASSOCiation IS not obligated to enforce them or fails to do so 2 I 1 II The nght to approve storage, treatment, depOSit, placement or disposal of any Hazardous Substance 2 I I 12 The nght to approve any change m the prohibited uses of the Property as set forth m Sections 6.15 and 6.16 2 I I 13 The nght to grant or revoke the license for use of the Conrrnon Areas, or portIOns thereof, pursuant to Section 7.1 herem, and to eVict anyone from the Conrrnon Areas who fails to comply With applicable laws 2 1 1 14 The nght to enforce the rules or regulatIOns of the ASSOCiation to the extent It fails to do so 2 I I 15 Except m the case of an emergency or an agency order reqUlrmg Inrrnedlate action, PeaceHealth shall have the nght to approve or disapprove any proposed mvestlgatory, remediatIOn, clean-up or removal actIOns of the ASSOCiatIOn which are reqUired pursuant to Its environmental responSibilities under Section 6.1.2 With respect to the Conrrnon Areas PeaceHealth shall have the nght to reqUIre the ASSOCiatIOn to request overSight from DEQ of any mvestlgatory, containment, remediatIOn and removal activIties and/or require the ASSOCiatIOn to seek a statement from DEQ of "No Further Action " 3. RIVERBEND TENANTS' ASSOCIATION 3.1 FormatlOD The ASSOCiatIOn shall be known as the RIverBend Tenants' ASSOCiatIOn and shall be formed by PeaceHealth as a Washmgton nonprofit corporation as soon as practicable after the recordmg of these CC&Rs and completIOn of the Conrrnon Area Improvements, but III no event later than the recordmg of a memorandum of ground lease for any Third Party Parcel All Owners shall be members of the ASSOCiatIOn The ASSOCiatIOn shall act through the Board, the membership of which shall be established pursuant to Section 3.5, herem [/CCR occ 062306-FINAL] Date Received.~/~/;ko1 Planner AL PAGE 7 1/3110810 3738 AM 3.2 PeaceHealth's MembershIp on Board At all times PeaceHealth shall have the nght to designate a maJonty of the members of the Board 3.3 General AuthorIty ofthe Association SubJect to the reservation of nghts by PeaceHealth as set forth m Section 2, the Association shall have all reqUIsite power, duty, and authonty to perform Its obligatIOns under these CC&Rs, mcludmg the power, duty and authonty to enforce the provIsions of these CC&Rs as set forth herem and to acquire and pay for, out of the conrrnon fund proVided by assessments pursuant to SectIon 4, all goods and services necessary or appropnate for the proper functlOmng of the ASSOCiatIOn m accordance with these CC&Rs WithOUt limltmg the generality of the foregomg, and subJect to the other provIsions of these CC&Rs, the ASSOCiatIOn shall have the power, duty, authonty and obligatIOns to do the followmg 3.3.1 Duties, Powers and OblIgations of the Association 3 3 1 I Determme the amount of funds necessary or appropnate for \ the performance by the ASSOCiation of ItS powers and duties under these CC&Rs 3 3 I 2 Impose and collect annual and speCial assessments from the Owners 3 3 I 3 Mamtam bank accounts on behalf of the ASSOCiation and deSignate the slgnatones reqUIred on those accounts 3 3 1 4 File all appropnate ASSOCiation mcome tax returns 3 3 1 5 Enforce by legal means, other than any actIOn that would create a lien agamst the Property or any leasehold mterest, the proVISIOns of these CC&Rs, mcludmg creatmg a lien agamst any Third Party Improvements 3 3 I 6 Undertake Mamtenance to the Conrrnon Area Improvements m the Conrrnon Areas, or m dedicated public nghts-of-way where such Mamtenance IS reqUIred by a public agency, pursuant to SectIon 6.1.1, m a first-class conditIOn, and establish one or more reserve accounts, If appropnate, for such purposes 3 3 I 7 Manage and conduct all of ItS activIties pursuant to the ASSOCiatIOn's environmental responSibilities set forth m Section 6.1.2 herem 3 3 1 8 DeSignate and mstall new Conrrnon Area Improvements m the Conrrnon Areas, subject to PeaceHealth approval [/CCR Occ 062306-FlNAL] PAGE 8 1/31/08103738 AM 3 3 1 9 Defend and mdemmfY PeaceHealth from any liability for all claims, damages, expenses, costs or fees ansmg from the duties or obligatIOns of the ASSOCiatIOn, mcludmg, but not limited to, bodily mJury, property damage, or the clean-up, remediatIOn or removal of any Hazardous Substance Release 3 3 I 10 Obtam poliCies of msurance as may be necessary or appropnate, nammg PeaceHealth and all Owners as an additional msured, to protect the ASSOCiation agamst cl31ms or loss ansmg from or occumng on the Conrrnon Areas or the operation of the ASSOCiation The types and amounts of coverage shall be as the Board may from time to time deem appropnate for the protectIOn of the ASSOCiation, ItS members, Directors, officers and employees 3 3 1 11 Contract for such servICes mcludmg, Without lrrnltatlon, legal and accountmg services as may be necessary or appropnate to manage the aff31rs of the ASSOCiatIOn properly and m accordance With these CC&Rs, whether the personnel performmg such services are employed directly by the ASSOCiatIOn or by a manager or management frrrn or agent retamed by the ASSOCiatIOn 3 3 I 12 Appomt conrrnlttees from among the Directors and appomt non-Board members to such conrrnlttees as the Board may determme from time to time to be appropnate to assist m the conduct of the affairs of the ASSOCiation and delegate to any such conrrnlttee any authonty as the Board may deem appropnate, subJect m all cases to the proVISIOns of the CC&Rs 33 I 13 Propose modificatIOns, reductIOns or expansIOns of the Conrrnon Areas to PeaceHealth 3 3 I 14 Execute amendments, additions or deletIOns to the CC&Rs and the Development Standards 3.4 VotIng by Mail Votmg by any party entitled to vote may be by mail, or other means acceptable to the Board, With respect to any matter before the Board or the ASSOCiatIOn In any case m which votmg by maillS necessary or deSirable, the Secretary shall give wntten notice to any party entitled to vote, which notice shall (I) mclude a wntten resolutIOn or ballot, settmg forth the proposed actIOns) or candidates (n) state that any party entitled to vote IS entitled to vote by mall for or agamst such resolutIOns) or candidates and (111) specIfY a date not less than twenty-five (25) days after the date of such notice by which all votes must be received at the pnnclpal office of the ASSOCiatIOn Votes received after the date speCified shall not be effective [/CCR Occ 062306-FlNAL] Date Received Planner AL t!,J~IJ.r / / PAGE 9 1/31/08103738 AM 3.5 Board of Directors 3.5.1 Generally The aff31rs of the AssociatIOn shall be governed by the Board, which shall be compnsed of at least three (3) Directors, all of which shall be ID1tlally designated by PeaceHealth PeaceHealth may select, remove and replace ItS Directors at ItS pleasure from trrne to trrne PeaceHealth's Directors CamJot be removed from the Board by any actIOn of the Board or the ASSOCiation All Directors elected to the Board, other than PeaceHealth's, shall be affiliated With an Owner For the purposes of thiS SectIOn 3.5.1 only, affiliated means elther'an employee, director, officer, shareholder, partner or owner of the Owner 3.5.2 Number and ClassificatIon of Directors Upon the formatIOn of the ASSOCiation, the Board shall consist of three (3) Directors deSignated by PeaceHealth Thereafter, the Board shall consist of three (3) Directors two (2) Directors appomted by PeaceHealth and one (I) Director selected by the Owners other than PeaceHealth m accordance With the votmg procedures descnbed m Section 3.5.3 herem, subject to the provIsion to add Directors to the Board as proVided m SectIon 3.5.2.1 3.5.2.1 DIrectors Added to the Board FIVe (5) years from the formatIOn of the ASSOCiation, or after PeaceHealth has entered mto ground leases or has sold Third Party Parcels, any combmatlon thereof resultmg m there bemg at least three (3) Third Party Parcels, whichever IS earlier, two (2) additIOnal Directors shall be added to the Board, one (I) additIOnal Director shall be appomted by PeaceHealth, and one (1) additIOnal Director shall be selected through the election process descnbed m Section 3.5.3 herem Thereafter, for the additIOn of three (3) additional Third Party Parcels, two (2) additional Directors shall be added to the Board, one (I) additIOnal Director shall be appomted by PeaceHealth, and one (1) additIOnal Director shall be selected through the election process descnbed m Section 3.5.3 herem 3.5.3 ElectIon of DIrectors Directors, other than PeaceHealth's, shall be selected amJually by maJonty vote of all the Owners other than PeaceHealth, With each Owner havmg one vote each Only DeSignated Voters shall have the nght to vote for Directors Directors shall be elected at a meetmg of the DeSignated Voters or by mail votmg m the mamJer prOVided below m . Section 3.5.4 If there IS more than one person or entity compnsmg an Owner, such persons or entities shall be conSidered one Owner for votmg purposes under any [/CeR occ 062306-FINAL] PAGE 10 1131/08 10 37 38 AM provlSlon of these CC&Rs and shall determme among themselves how their votes will be cast and who their DeSignated Voters shall be If such persons or entities cannot agree on how their votes will be cast, their vote will not count 3.5.4 Meetmgs of Owners to Elect Directors Any meetmg of Owners for the purpose of electmg Directors shall be conducted m accordance wIth the followmg procedures 3 5 4 1 The first such meetmg shall be held no later than thirty (30) days after at least two Owners are m possessIOn of a Third Party Parcel Subsequent meetmgs shall be held no later than thirty (30) days pnor to the expiration of the term of any Director or such time that a maJonty of Designated Voters request such meetmg 3 5 4 2 Any meetmg pursuant to thiS SectIon 3.5.4 shall be held at such place wlthm Lane County, Oregon as may be deSignated by the Board The Secretary shall gIVe wntten notice of the place and time of any such meetmg to each DeSignated Voter entitled to vote at such meetmg at least ten (10), but not more than SIXty (60), days pnor to the date set for such meetmg, which notice shall state the purpose, time, and place of the meetmg The Secretary shall be responsible to notify a DeSignated Voter of a meetmg only If the Owner for which such DeSignated Voter IS deSignated to vote has given wntten notice to the Secretary settmg forth such DeSignated Voter's name and address at least fifteen (15) days pnor to the glvmg of the notice of the meetmg Notice of any such meetmg may be waived by any DeSignated Voter or by PeaceHealth at any time No DeSignated Voter who IS present at a meetmg may object to the adequacy or timeliness of the notice given 3 5 4 3 Any DeSignated Voter may give a proxy to any person, so long as such proxy IS m wntmg, Signed by such DeSignated Voter, and filed With the Secretary A proxy shall expire on the earlier of (I) eleven (11) months after the date of the proxy, (11) the date of the expiration or earlier termmatlOn of the ground lease for which the DeSignated Voter IS deSignated to vote, (111) the date that the Owner for which the DeSignated Voter IS deSignated to vote no longer IS an Occupant, or (IV) the date of the meetmg at which a vote IS to be held for which proxy IS granted 3 544 The presence, m person or by proxy, of Designated Voters entitled to cast at least fifty-one percent (51 %) of the total votes entitled to be cast at any meetmg shall constitute a quorum When votmg IS by mall pursuant to the ' provlSlons of Section 3.4, a quorum shall be constituted If the number of votes cast equals at least fifty-one percent (51 %) of the total votes entitled to be cast [/CCR Occ 062306-FINAL] Date Recelved.~t~i~,r Planner AL PAGE II 1/31/08103738 AM 3.6 Terms of DIrectors Each Director shall serve a one-year term, provided, however, If the ground lease with which the Director IS affiliated expires or termmates pnor to the end of his or her term, or an Owner IS no longer an Occupant due to the sale, lease or sublease of the applicable Third Party Parcel, such Director's term shall end on the earlier of the explratlOn date of the ground lease or the date the Owner IS no longer an Occupant 3.7 Resignation Any Director may resign at any trrne by sendmg a wntten notice of such resignatIOn to the Secretary Unless otherwise speCified m such notice, a resignation shall take effect upon receipt of the notice by the Secretary 3.8 Vacancies Vacancies on the Board caused by the death, resignation, termmatlOn pursuant to Section 3.6 of a Director shall be filled by a special meetmg of the Board to fill the vacancy Any Director so selected shall serve the remamder of the replaced Director's term PeaceHealth shall fill PeaceHealth Director vacancies promptly 3.9 Meetings of the Board 3.9.1 Initial Meeting The IDltlal meetmg of the Board shall occur wlthm thirty (30) days after the formatIOn of the ASSOCiation At the Imtlal Meetmg, the Board shall elect a PreSident and a Secretary 3.9.2 Annual Meetings The Board shall meet annually, wlthm nmety (90) days after the end of each fiscal year established by the ASSOCiation established pursuant to Section 4.2.2 At each annual meetmg, the Secretary shall present to the Board a report on the financial conditIOn of the ASsoc13tlOn, mcludmg a report of receipts and disbursements for the precedmg calendar year, the allocatIOn thereof to each Owner, and the estrrnated receipts and expenses for the commg year 3.9.3 Special Meetings SpeCial meetmgs may be called at any time by two Directors Such meetmgs shall be scheduled by the Secretary wlthm thirty (30) days after the Secretary's receipt of the wntten requests Signed by two or more Directors, prOVided that If the purpose of a spec13l meetmg IS to elect a successor Secretary or to conSider removal of the Secretary pursuant [/CCR Occ 062306-FlNAL ] PAGE 12 1131/0810 37 38 AM to SectIon 3.15.3, such meetmg may be scheduled by the President or, If the meetmg IS also for the purpose of electmg a successor President or removmg the President, any other Director 3.9.4 Place of Meetings Meetmgs of the Board shall be held at such place wlthm Lane County, Oregon, as may be deSignated from time to time by the Board 3.9.5 Notice The Secretary shall give wntten notice to each Director of each Board meetmg at least ten (10) but not more than SIXty (60) days pnor to the date set for such meetmg, statmg the purpose, time, and place of the meetmg Notice shall be sent to the address of each Director as listed on the books of the ASSOCiation, or to such other address as any Director may deSignate by wntten notice to the Secretary given at least ten (10) days pnor to the glvmg of notice of the meetmg Notice of any meetmg may be w31ved by any Director at any time No Director who IS present at a meetmg may obJect to the adequacy or timeliness of the notice given When a meetmg IS adJourned for fewer than Sixty (60) days, whether or not a quorum IS present at the adJourned meetmg, no notice of the resumptIOn or reconvemng of such adJourned meetmg need be given other than by 3llllouncement at the meetmg at which such adJournment takes place 3.10 VotIng by the Board Each Director shall have one (I) vote So long as a quorum IS constituted and m attendance, a maJonty vote of the Directors shall bmd the ASSOCiatIOn For capital expenditures to be made by the ASSOCiatIOn, at least 51 % of the vote of a quorum must vote m favor of the expenditures 3.11 Proxies Votes by DIrectors Not Allowed A Director may not vote by proxy 3.12 Quorum The presence ofa maJonty of the Directors, mcludmg a maJonty of Peace Health Directors, shall constitute a quorum for votmg at a Board meetmg When votmg IS by mail pursuant to the provIsions of Section 3.4, a quorum shall be constituted If the number of votes cast equals at least fifty-one percent (51 %) ofthe total votes entitled to be cast The Board shall have the power to call and/or adJOurn a meetmg even If less than a quorum IS present [/CCR Occ 062306-F1NAL] Date Received Planner AL /'/rJoof PAGE 13 1/31/08103738 AM 3.13 CompensatIon of Directors No Director shall receive compensation from the Association for servmg on the Board 3.14 Indemnification of DIrectors and Officers No Director or Officer shall be liable to the Assoc13t1on, the Owners or Occupants for any act or omiSSIOn on behalf of the ASSOCiation, except for such Director's or Officer's willful misconduct or bad faith Each Director and Officer shall be mdemDlfied by the ASSOCiatIOn agamst all expenses and liabilities, mc1udmg reasonable attorneys' fees, mcurred by or Imposed upon such Director or such Officer m such capacity, provided, however, there shall be no duty to mdemDlty If any Director or Officer IS gUilty ofwlllful misconduct or bad faith m connectIOn With the matter as to which mdemmficatlOn IS sought 3.14.1 Insurance The Board shall purchase and mamtam general liability and directors and officers msurance poliCies on behalf of the ASSOCiatIOn and any Director and/or Officer agamst any liability mcurred by such Director and/or Officer m such capaCity, If such msurance IS available at a cost and on terms which the Board determmes to be reasonable The Board may purchase such additIOnal msurance as It determmes IS reasonable and appropnate 3.15 Officers ofthe Association 3.15.1 Designation The Officers of the ASsoc13tlOn shall be the PreSident and the Secretary, both of whom shall be elected by the Board The same person shall not concurrently hold the offices of President and Secretary The Board may deSignate such additional Officers as It deems appropnate 3.15.2 Election The Officers of the ASSOCiatIOn shall be elected annually by the Board and shall hold office at the pleasure of the Board and until their successors are elected and qualified If any office becomes vacant, the Board shall elect a successor to fill the unexpired term at a speCial meetmg of the Board called for such purpose 3.15.3 Removal The Board, by a maJonty vote, may remove any Officer, at any trrne, With or without cause, and a successor may be elected at a speCial meetmg of the Board called for such purpose [/CCR Occ 062306-FINAL] PAGE 14 1/31/0810 37 38 AM 3.15.4 President The President shall be the chief executive officer of the Assoc13t1on The President shall have all of the general powers and dutIes normally mCldent to the office 3.15.5 Secretary The Secretary shall keep the mmutes of all proceedmgs of the Board and all other ASSOCiation records and shall attend to the glvmg of all notices to the Board and other notices pursuant to these CC&Rs or reqUIred by law The Secretary shall be responsible for ASSOCiatIOn funds and shall keep full and accurate financial records and books of account suffiCient for proper accountmg purposes showmg all receipts and disbursements necessary for the preparation of all reqUIred financial data and tax returns The Secretary shall be responsible for the depOSit of all ASSOCiation funds m such deposltones as may from time to trrne be deSignated by the Board, and shall disburse ASsoc13tlOn funds for such purposes as may be permitted under these CC&Rs The Secretary shall perform all other duties mCldent to the office of secretary of the ASSOCiation or as may be directed by the Board The Secretary shall perform all of such duties at the expense of the Assoc13t1on 3.16 Execution ofInstruments All agreements, contracts, and other mstruments of the ASSOCiation shall be executed by such person or persons as may be deSignated from time to time by resolution of the Board 4. ASSESSMENTS 4.1 Annual Assessments 4.1.1 Authority to Assess SubJect to the limitatIOns and reqUIrements set forth m thiS Section 4.1.1, the ASsoc13tlOn shall have the authonty to levy 3llllual assessments to pay all expenses associated With the ASSOCiation's performance of ItS powers, duties, responsibilities and obligatIOns under these CC&Rs, mcludmg Without limitatIOn the powers, duties, responsibilities and obligatIOns set forth m Section 3.3, to pay all utility, msurance, mamtenance, repair, replacement and other expenses mcurred With r"~!1ect to t1).e- Common Areas and to mamtam the reserve funds descnbed~ction 3.3.1:0) In additIOn, any such assessment shall melude, Without hmltatI~n:-t1i~'l'uM~uI1J1e' mamtenance or rep31r of rrnprovements located wlthm dedicated portIOns of the Property which have been dedicated and accepted by a governmental agency The ASSOCiation shall bill each Owner and/or Occupant for their share of the assessments as determmed m [/CCR Occ 062306-FINAL] Date Received Planner. AL ~h!~1 PAGE 15 1/31/08103738 AM accordance with Sections 4.1.1 and 4.1.2, on a semi-annual basIs All such assessments shall be due wlthm thirty (30) days after the date ofbillmg 4.1.2 Allocation of Assessments Each Owner's annual assessment shall be a fractIOn of total AssociatIOn annual expenses equal to (a) the number of square feet ofland area on the Property owned by an Owner or leased by the Owner pursuant to a ground lease, divided by (b) the entire amount of square feet of land area m the Property exeludmg all Conrrnon Areas and public nghts-of-way For purposes of this allocatIOn, the portIOn of the Property owned by PeaceHealth, but subJect to a ground lease With an Owner, shall not be meluded m the square footage calculatIOn for PeaceHealth, but shall be allocated to such Owner under the ground lease 4.1.3 Annual Settlement Wlthm mnety (90) days of the end of each fiscal year the ASSOCiation shall deliver to each Owner an Iterrnzed breakdown certified as true and correct showmg the actual costs for all expenses that compnse the annual assessment If an Owner's pro rata share of the annual assessment exceeds the amount paid by the Owner m any fiscal year, then wlthm thirty (30) days after receipt of said cost breakdown, the Owner shall pay to the ASSOCiatIOn such excess amounts If the Owner's pro rata share of the annual assessment IS less than the Owner's payments for any fiscal year, the Owner shall receive a credit agamst the next annual assessment 4.2 ASSOCIation Records; Budgeting 4.2.1 Records The ASSOCiatIOn shall mamtam records of assessments, of any other mcome received by the ASSOCiatIOn, and of all disbursements made The ASSOCiatIOn shall also mamtam votmg records and budget records The Board may at any time and from time to time reqUIre that an audit of the Assoc13tlOn's records be performed at the expense of the ASSOCiatIOn The results of any such audit may be presented at any meetmg of the Board Any Director may, at the ASSOCiatIOn's expense and at any reasonable time, copy any ASSOCiation records reasonably necessary to the performance of such Director's duties Any Owner shall have the nght to uispect ASSOCiatIOn records at any reasonable time, after reasonable notice to the Secretary Any Owner may copy ASSOCiatIOn records at such Owner's expense 4.2.2 BudgetIng The ASSOCiatIOn shall establish a fiscal year for budgetmg purposes At least ten (10) days pnor to the ASSOCiation's second fiscal year and at least ten (10) days pnor to [/CCR Occ 062306-FINAL] PAGE 16 1131/0810 37 38 AM the conrrnencement date of each succeedmg fiscal year, the AssociatIOn shall prepare and make available to the Owners, at the office of the Secretary, a proposed budget of the estimated costs and expenses to be mcurred by the ASSOCiatIOn dunng the followmg fiscal year m performmg ItS functIOns hereunder The budget will be accompanied by a schedule showmg the annual assessments to be assessed to the Owners for the followmg fiscal year Failure of the ASSOCiation to prepare the budget and accompanymg schedule shall not relieve the Owners of their obligatIOns to pay annual assessments for the fiscal year which would have been covered by the budget In the event the ASSOCiation does not prepare the budget and accompanymg schedule wlthm ten (10) days pnor to the conrrnencement date of any fiscal year, the ASSOCiatIOn shall contmue to levy and collect armual and speCial assessments at the level of the prevIous fiscal year, plus an mcrease of not more than ten percent (10%) If approved by the Board Then, at the trrne the ASSOCiatIOn adopts ItS budget, such budget shall be effective as of the first day of the correspondmg fiscal year In the event the amount of the budgeted armual assessments IS m excess of the amount actually paid by the Owners for such fiscal year, then the Owners shall pay the amount of such excess to the Secretary wlthm thirty (30) days after the effective date of notice to the Owners of the proposed budget In the event the amount of the budgeted armual assessments IS less than the amount actually paid by the Owners for such fiscal year, then the ASSOCiatIOn shall either apply the excess to the Owners' next due mstallments of armual assessments or refund the excess Excludmg taxes, msurance, utilities, repair or replacement of Conrrnon Area Improvements, and damage and destruction not wlthm the reasonable control of the ASSOCiation, m no event shall costs and expenses mcurred by the ASSOCiatIOn mcrease more than 10% over the prevIOus fiscal year on a per square foot basiS 4.2.3 AudIts An Owner, ItS agents and accountants, shall have the nght to examme and audit the ASSOCiatIOn's books and records relatmg to any cost or Item that I~ asses~ed to Owner upon ten (10) days wntten request by Owner to the Assoclaiion - If an Owner disputes the accuracy of the ASSOCiation's assessment, the Owner shall still pay the amount shown owmg pendmg completIOn of the audit If an Owner's audit of the books and records shows that the amounts shown on the assessment are five percent (5%) or more higher than the actual amount owed by the Owner, the ASSOCiatIOn shall, on demand, reimburse the Owner for all reasonable costs of conductmg the audit Any overpayment or underpayment of the armual assessment shall be adJusted by the parties wlthm ten (10) busmess days after the audit IS completed The ASSOCIatIOn shall keep complete and accurate books and records relatmg to all expenses for a penod of three (3) years, which records shall be kept m accordance With generally accepted accountmg pnnclples consistently applied The ASSOCiation shall proVide each Owner With a copy of any audit furnished to or received from any other Owner An Owner shall not have the nght to [/CCR Occ 062306-FINAL] Date Received Planner. AL l/s'/;.DO/ I I PAGE 17 1/31/08103738 AM audit (or contest) any annual assessment for any fiscal year beyond three (3) years after any such fiscal year 4.2.4 Enforcement The ASSOCiatIOn shall notifY PeaceHealth m wntmg of any assessment pursuant to these CC&Rs shall be paid by an Owner wlthm thirty (30) days after the date of billing The ASSOCiation may sue or file a lien agamst any such Owner for any such unp31d assessment 4.2.5 Personal Obligation Each assessment or charge leVied pursuant to the provISIons of these CC&Rs shall be a separate and personal obligatIOn of the Owner agamst which the assessment or charge IS levIed but shall not be a lien agamst either the Property or an Owner's leasehold mterest The expiration, termmatlOn, or assignment of an Owner's ground lease or the sale of a Third Party Parcel by an Owner shall neither release nor discharge the Owner thereof from such personal liability accrued as of the date of such sale, expiration, termmatlOn or assignment 5. ARCHITECTURAL AND DESIGN CONTROL 5.1 Generally No Third Party Improvements of any kmd shall be conrrnenced, erected, placed, or altered on any portIOn ofthe Property unless such Third Party Improvements are m conformance With the standards set forth m the Development Standards and until plans and speCificatIOns showmg the nature, kmd, shape, height, matenal, and location of the Third Party Improvement are submitted to and approved by ReViewer, pursuant to the provIsions of Sections 5.2 and 5.4 and the Development Standards Plans for the constructIOn of Third Party Improvements shall be submitted to and approved by ReViewer pursuant to the Development Standards Third Party Improvements to the mtenors ofbmldmgs are not subJect to the Development Standards All Conrrnon Area Improvements and Third Party Improvements shall be erected or altered m conformance with all applicable govemmentallaws, ordmances, rules, and regulatIOns To the extent applicable govemmentallaws, ordmances, rules, and regulatIOns are m conflict With the Development Standards, the more restrIctive standards shall control ", No see-TiON '5::J. 5.3 Approval ReViewer may approve proposed Third Party Improvements as submitted or subJect them to such speCific conditIOns as RevlCwer may reasonably determme to be appropnate to meet the CC&Rs and the Development Standards Any disapproval of the Third Party Improvements shall specIfY the reasons for dlsapproval'm reasonable det31l m [/CCR occ 062306-FINAL] PAGE 18 1/31/0810 37 38 AM a wntten notice of nonconformance Reviewer shall have thirty (30) calendar days to ~ approve or reJect any Development Plans submitted or re-submltted under SectIons 5.2 or 5.3 Failure of Reviewer to act wlthm said time shall be deemed approval of the proposed Third Party Improvements 5.4 Commencement of Work As soon as practicable after the receipt of approval by ReViewer, If the Owner elects to proceed With the Third Party Improvements, the Owner shall satisfY any and all conditIOns of such approval, secure all necessary governmental permits and approvals, and promptly conrrnence constructIOn of the Third Party Improvements Approval of any Third Party Improvements shall automatically be deemed revoked one year after Issuance unless construction of the Third Party Improvements has conrrnenced or the Owner has applIed for and received an extensIOn of time from the ReViewer 5.5 CompletIon of Work Any approved Third Party Improvements shall be substant13lly completed wlthm ~El.r.v 1/2,,"'"tl two (2) years after the date of conrrnencement of construc,llOn Landscapmg shall be V 11;,( J::": completed wlthm SIX (6) months after substantial completion of assOCiated Third Party s'ft: '-v''lL INS",,_ Improvements unless weather conditions or time of year mterfere With the ability to of Oc C:riQ., '''Rw reasonably complete such landscapmg In all cases, such landscapmg must be completed '-'1 wlthm nme (9) months of substantial completion of Third Party Improvements Promptly after completIOn of any Third Party Improvement, the Owner shall give wntten notice of completion to ReViewer Such notice shall be accompanied by a certificate of the Owner, m a form and content reasonably satisfactory to ReViewer, that such work has been undertaken and completed m compliance With the approved plans and these CC&Rs I Wlthm thirty (30) days after the effective date of such notice, ReViewer may, at ItS optlOn,------ mspect the completed Third Party Improvements and give wntten notice to the Owner of t;; 1\ 11115 any respects m whICh the completed Third Party Improvements falls to conform to the w NC.,1..er, plans therefor as approved Such notice shall specIfY a reasonable penod, which shall be 'l1i c,"tJ \not less than thirty (30) days, dunng which the Owner may remedy the nonconformance f'R,;,'-<-~s? If ReViewer does not give notice of nonconformance wlthm thirty (30) days after the date of receipt of the notICe of completIOn, the Third Party Improvements shall be conclUSive PJesumed to be approved as completed 5.6 Estoppel CertIficate Wlthm ten (10) days after receipt by ReViewer of a wntten request executed by an Owner, ReViewer shall execute and deliver to such Owner an estoppel certificate certlfYmg to the extent such matters are true (a) ReViewer has approved plans for construction of Third Party Improvements by such Owner, (b) ReViewer has not given to the Owner a notice of nonconformance pursuant to SectIOn 5.4 Any purchaser or [/CCR Occ 062306-FINAL] Date Received Planner AL lil/I,he%" I / PAGE 19 1131108 103738 AM mstltutlonallender requestmg such certificate may conclUSively rely on such certificate With respect to the matters set forth therem No such certificate shall be construed as a warranty by Reviewer as to (I) the quality of any constructIOn, or (11) whether the Third Party Improvement or the use thereof IS m compliance With applicable law, or (m) any other matter, except as expressly set forth m such certificate, and (c) If applicable, Third Party Improvements have been substantially completed and accepted by ReViewer pursuant to Section 5.5. 5.7 No LIability PeaceHealth, any employee, officer or agent thereof shall not be liable to any Owner, Occupant, or other person or entity for any damage or loss, whether based on negligence or any other theory of recovery, suffered or claimed as a result of any actIOn or failure to act on the part of Peace Health or Its deSignated representatives With regard to the Development Standard review procedures as set forth herem, so long as Peacellealth has acted m good f31th based on actual knowledge 5.8 NonwaIver '7 ~ Approval or disapproval ~eaceHealth of any matter proposed to It shall not ,. constitute a precedent, or Waiver, and shall not Impair m any marmer the nght of PeaceHealth to grant or Withhold approval as to any Similar matter thereafter proposed or submitted to It for approval 5.9 Records Owners shall have the nght from trrne to trrne after reasonable notice to ReViewer, and at reasonable trrnes, to review and copy, at the Owner's expense, ReViewer's records pertammg to the deSign review procedure descnbed m Section 5 except as such records contam any Owner's propnetary or confidential mformatJon "",vi \ S -1~\5 ::b ~Nl-\~ \-\,'1'"" C\ -<'1 l<l:J;!V,fg-1 '7 , 5.10 Variances to Development Standards Only PeaceHealth may grant variances from any prOVlSlon of the Development Standards upon a wntten request for a variance submitted by an Owner to PeaceHealth's development manager or other representative deSignated by PeaceHealth, statmg the reason for the request and the applicable section of the Development Standards "'("Vanance Request") PeaceHealth will evaluate each Variance Request and will notifY the Owner, m wntmg, of ItS deCISIOn wlthm fifteen (15) Busmess Days of receipt ofa Vanance Request The Vanance Request shall be approved only If It can be determmed that (a) enforcement of the standard m questIOn would cause development constramts which would make the Third Party Parcel Significantly more difficult to develop than lother Third Party Parcels subject to the same standards, (b) there would be no matenal adverse Impact to adJacent eXlstmg development or to the provlSlon of basIc services to [/CCR Occ 062306-FlNAL] PAGE 20 1131108103738 AM the Property and other Owners, and (c) the proposed variance meets the overall obJectives of the Master Plan and the objectives of the relevant sectIOns of such plan Reasonable conditions related to the vanance may be required as part of the variance approval Vanance Requests for slgnage shall not be unreasonably demed if It IS determmed that (a) there would be no matenal adverse Impact to adjacent eXlstmg or future development, and (b) the proposed vanance meets the overall obJectives of the Master Plan and the obJectives of the relevant sectIOns of such plan Reasonable conditIOns related to the vanance may be reqUIred as part of the vanance approval 6. PROPERTY USE AND RESTRICTIONS 6.1 LandscapIng and Maintenance Each Occupant shall mamtam m good conditIOn the property leased or owned by such Occupant, and any Third Party Improvements thereon, at such Occupant's expense ReqUIred mamtenance and repair shall melude but are not lrrnlted to (I) mamtenance of all parkmg areas, pnvate drives, curbs, and walkways m accordance With these CC&Rs m a clean and safe conditIOn, meludmg, repamng, and restnpmg as often as IS necessary, (n) mamtenance oflandscapmg m an attractive, neat, orderly, and cut conditIOn at all trrnes free of brush, weeds, and debns, (111) eleanmg, mamtenance, and relampmg of any external lightmg fixtures, (IV) mamtenance of extenors ofbUlldmgs m an attractive and neat conditIOn at all tImes, and (v) mamtenance m conformance With the Development Standards 6.1.1 Association's General Responsibilities The ASsoc13tlOn shall mamtam, repair and replace Conrrnon Area Improvements, and mamtam and rep31r Improvements m such dedicated public nghts-of-way where such mamtenance or rep31r IS reqUIred by a public agency, m a first elass conditIOn and m accordance With the Development Standards Mamtenance shall melude ordmary upkeep, litter removal, repair of phYSICal damage due to any cause and mamtammg the overall aesthetic appearance of the Conrrnon Area Improvements 6.1.2 Association's EnVIronmental ResponsibIlIties The ASSOCiatIOn shall manage and conduct all of ItS activItIes on or relatmg to the Conrrnon Areas m compliance With applicable EnVironmental Laws and the environmental provIsions of these CC&Rs and m cooperatIOn With PeaceHealth m PeaceHealth's efforts to comply With applicable laws and regulatIOns In the event of any Hazardous Substance Release on the Conrrnon Areas, the ASsoc13tlOn shall be responSible to clean up, remed13te, or remove any such release to a standard that Will allow contmued use of the Conrrnon Areas If a Hazardous Substance IS to be left m place, the responSible party must obtam a "No Further Action Letter" (or srrnilar authonzatlOn If such letters [/CCR Occ 062306-rtNAL] Date ReceIved 0foof Planner AL PAGE 21 1/31/08103738 AM cease to be available) from the Oregon Departinent of Environmental Quality ("DEQ"), or Its successor enforcement agency should the DEQ cease to eXist or have some or all of Its responsibilities reallocated The ASSOCiatIOn shall promptly notify PeaceHealth at PeaceHealth's emergency telephone number and shall restore the Conrrnon Areas to the extent required by law and compatible With the current and mtended future use of the Conrrnon Areas The ASSOCiatIOn shall be responsible for the EnVironmental Costs ansmg from any Hazardous Substance Release on the Conrrnon Areas, unless such Hazardous Substance Release was caused by the action or mactlOn of an Occupant, m which case the Occupant shall be solely responsible for all EnVironmental Costs ansmg from such Hazardous Substance Release on the Conrrnon Areas 6.2 Signs All SignS on the Property shall comply With the Development Standards 6.3 OffenSIve Activities No noxIOus or offenSive activity shall be performed on the Property, nor shall anythmg be done or placed upon any portIOn of the Property which unreasonably mterferes With the beneficial use and enJoyment of other portions of the Property or the Conrrnon Areas 6.4 Rubbish and Trash No part of the Conrrnon Areas shall be used as a dump for trash or rubbish of any kmd All garbage and other waste on the Property shall be kept m appropnate sanitary contamers for proper disposal and out of public view In the event an Occupant fails to remove any trash, rubbish, or other waste matenals from the Third Party Parcel leased or owned by such Occupant (or from any street or the Conrrnon Areas If deposited thereon by such Occupant) wlthm two bus mess days after notice from the ASSOCiation, the ASSOCiatIOn may have such waste removed and charge the expense of such removal to the Occupant In the case of an emergency where such garbage or waste creates a hazard or potential hazard m the opmlOn of the ASSOCiatIOn, the ASSOCiation may have such waste Inrrnedlately removed and charge the expense of such removal to the Occupant 6.5 Improvements in the Common Areas No Improvements of any type shall be erected or mamtamed by any Occupant so as to trespass or encroach upon the Conrrnon Areas 6.6 Air Quality No open burnmg shall be permitted on the Property [/CCR occ 062306-FlNAL] PAGE 22 1131/08103738 AM 6.7 Water QualIty Neither the Association, nor any Occupant shall discharge, allow, or suffer the discharge of treated or untreated sewage or other matenals mto the sanitary sewer system of the Property-E-nless It IS m conformance with all applicable laws, codes and ordmances and dnnkmgjJ'rlffectlon regulations - - ~ 6.8 NOIse, Odor, Heat and Glare No obJectIOnable nOise, odor, heat or glare which IS detectable beyond the Property shall be allowed, except as reasonably necessary dunng constructIOn of Third Party Improvements 6.9 Vibration No VibratIOn which IS discernible without the aid ofmstruments shall be permitted beyond the boundary of the Property, except as reasonably necessary durmg constructIOn of Third Party Improvements 6.10 Waste Materials All matenals, mcludmg waste matenals, shall be stored m a marmer which will not attract or aid m the propagatlOn.of msects, birds, and/or rodents or other vectors or m any way create a health hazard 6.11 Use of Hazardous Substances The ASSOCiatIOn shall be permitted to use, handle or store Hazardous Substances only as necessary to carry out ItS obligatIOns under these CC&Rs to mamtam, rep31r or replace Conrrnon Area Improvements 6.12 Storm Water Conveyance and Treatment The ASSOCiation IS authonzed to discharge storm water from the Conrrnon Areas mto the PeaceHealth-owned storm water dlsc~arge conveyance or storage system only If the ASSOCiation enters mto PeaceHealth's then current Storm Water System Use Agreement In order to comply With storm water discharge reqUIrements, the ASSOCiation may be reqUIred to treat Conrrnon Area storm water pnor to discharge Iftreatrnent IS reqUired, J'eaceHealth shall have the nght to approve or disapprove the method, deSign and mstallatlon of any such treatment system m order to ensure compliance With applicable laws and regulatIOns and protection of the Property [ICCR Occ 062306-FINAL] Date Received Planner AL JhJ/~"r I J PAGE 23 1/31/08103738 AM !<.&"",ellC W 'II; <-1T'7 I&,;v,f!t>-. ___ ;.r>1::~?5 6.13 Treated or Contaminated SoiI/Waste The ASsoc13tlOn and Owners shall not store, treat, depOSit, place or dispose of treated or contamlllated soil, mdustnal by-products, waste or any Hazardous Substances on the Conrrnon Areas or anywhere on the Property, without the pnor wntten consent of PeaceHealth, which consent may be granted or demed m PeaceHealth's sole discretion The ASSOCiation and Owners shall bnng no soil, rock, or other organic matenals onto the Conrrnon Areas or anywhere on the Property that was not purchased from a reputable company m the busmess of selling clean soils for use m constructIOn Without the wntten consent of PeaceHealth and before such approval will be given, the soil will need to be tested at the ASsoc13tlOn's or Owner's expense to ensure that It contams no Hazardous Substances The ASSOCiatIOn and Owners will Identify to PeaceHealth the source of any SOli or rock matenals brought on to the Conrrnon Areas IfPeaceHealth determmes that soil testmg IS reqUired, PeaceHealth Will be entitled to reView, approve or disapprove and oversee the ASSOCiatIOn's or Owner's proposed plan for the samplmg of such soil If the soil sampling results Illdlcate that the SOli contams any Hazardous Substances, PeaceHealth shall have sole discretion m decldmg whether or not to allow the soil to be brought on to the Conrrnon Areas 6.14 Underground and Above-Ground Storage Tanks No underground or above-ground tanks or other receptacles for the storage of Hazardous Substances shall be mstalled or operated on the Property, except With the pnor wntten consent of Peace Health, which consent may be Withheld or conditioned m PeaceHealth's sole discretion As a conditIOn of ItS consent, PeaceHealth will reqUire the ASSOCiatIOn to Sign ItS then current Hazardous Substances Storage Agreement which PeaceHealth will proVide upon request 6.15 Prohibited Uses - Generally The Property, mcludmg any Third Party Parcels and the Conrrnon Areas, shall not be used for any of the uses set forth m SectIon 6.15.1 These prohibited uses are as Identified m the Spnngfield Development Code and are further restncted by the Master Plan and by these CC&Rs ~ -7 ~.15.1 SpeCIfic Prohibited Uses 6 l5 1 I Uses whICh predommately use, handle, generate, dispose of, transport or transfer Hazardous Substances The mCldental use of Hazardous Substances III conJunction With uses permitted by these CC&Rs shall be allowed Retail facilities shall be permitted to stock and sell Hazardous Substances that are normally stocked and sold by like and Similar busmesses m other locations, proVided, no retail [/CCR Occ 062306-FlNAL) PAGE 24 1/31/08103738 AM facility shall be penmtted to stock or sell Hazardous Substances m bulk quantities on the Property 6 15 I 2 Entertamment activIties whICh mclude an adult arcade, adult bookstore, adult cabaret, adult theater, adult Video stores, escort agency, nude modelmg establishment or other sexually onented adult busmess As used herem, the term an "adult book store" or "adult Video store" shall not prevent a full-line book store or a full-lme Video store from carrymg adult matenals so long as such matenals are mCldental to Its over-all operatIOns and are discretely stocked and handled Nothmg contamed wlthm thiS ~ection 6.16.1.29 shall be construed to restnct or preclude the use ') of the Property as a "bar," "tavern," or "cocktail lounge," nor shall thiS SP,.tillD c:.-::'C.'::'.~ ,,-- r be construed to prevent the sale of alcoholic beverages on the Property 6.16 AdditIonal Prohibited Uses Notwlthstandmg SectIOn 6 15, the followmg uses shall be prohibited on all Third Party Parcels The performance of any activity m VIOlatIOn of Peace Health's ethical poliCies, mcludmg but not lrrnlted to, abortIOn, euthanaSia, phYSICian assisted SUICide, and research mvolvmg the use of embryomc stem cells from the destructIOn of human embryos or the tissue of aborted fetuses The performance of any of the aforesaid prohibited procedures, services or activIties With the knowledge and acqUIescence of Occupant or Owner shall constitute a VIOlation of these CC&Rs 6.17 Conflict Between These CC&Rs and the Master Plan If there IS any conflict between these CC&Rs and the Master Plan, any ground lease or other lease, the more restnctlve proVISIOns shall apply 7. COMMON AREAS 7.1 Ownership and Right of Use PeaceHealth owns fee Simple title to the Conrrnon Areas and shall contmue to own fee Simple title to the Conrrnon Areas until PeaceHealth sells or otherwise divests ItS mterest therem PeaceHealth and every Occupant, and every mVltee and guest of PeaceHealth, any Occupant, shall have a nonexclUSive license to use and enJoy the Conrrnon Areas Such license for use of the Conrrnon Areas IS not and shall not become an mterest or estate m the Property Such license IS subJect to the ASSOCiatIOn's nght to promulgate rules and regulatIOns governmg the use of the Conrrnon Areas PeaceHealth reserves the nght to close any or all portIOns of the Conrrnon Areas m the event of an emergency that threatens the public health or safety In the event any portIOn of the Common Areas IS taken by condemnatIOn or by sale m lieu thereof, PeaceHealth shall be entitled to receive the entire award resultmg therefrom [/CCR Dcc 062306-FINAL] Date Received Planner. AL I h, /.2"".Y f I PAGE 25 1131/08103738 AM 7.2 AddItions, DeletIons or Modifications to the Common Areas The Board may grant proposed changes to the Conrrnon Areas If such changes have been approved by a maJonty of the Board If the Board approves such change(s), the Association will so notifY all Owners m wntmg and take all necessary steps to make the change to the Conrrnon Areas Reductions, modifications and expansIOns ofthe Conrrnon Areas may be made upon an affrrmatlve vote of a maJonty of the Board 7.3 Deleted Land From the Common Area _Any land deleted from the Conrrnon Area shall revert to-PeaceHealth for -development by PeaceHealth or for lease or sale to others by PeaceHealth, subJect to these CC&Rs 8. EASEMENTS 8.1 PeaceHealth Approval No easement may be granted over the Property Without PeaceHealth's pnor wntten approval, and, If the easement mvolved IS over a Third Party Parcel, the Owner's approval must also be obtamed from the subject Owner for any easement not wlthm PeaceHealth's reservation ofnghts under an applicable ground lease Any Owner may request that PeaceHealth grant an easement, and shall provide to PeaceHealth the followmg mformatlOn (I) the purpose of the proposed easement, (2) the name of the proposed grantee, (3) the term of the proposed easement, and (4) a drawmg showmg the proposed locatIOn of the easement The form of the easement shall be mutually acceptable to PeaceHealth, the proposed grantee, and the Owner PeaceHealth shall notifY the party requestmg the easement wlthm fifteen (15) busmess days followmg receipt of the mformatlon referenced above whether PeaceHealth will be willing to grant the requested easement 8.2 Purpose of Easement Any easement over the Property shall only be for the purpose of mstalling, mamtammg, repamng and replacmg public or pnvate utility lines, conrrnumcatlon lines, and related facJlltles reasonably necessary and/or convement for the development of the Property and/or a Third Party Parcel The precise locatIOn of the easement shall be subJect to the pnor approval of the Owner of any portIOn of the Property over which the easement crosses ("Servient Parcel") and PeaceHealth If the applicable Third Party Parcel IS subJect to a ground lease, which approval shall not be unreasonably Withheld, conditIOned or delayed It shall be reasonable for the Owner or PeaceHealth to object to a proposed easement If the same IS to be located m an area m which the Owner of the Servient Parcel mtends to construct any above grade Improvements m the easement nght-of-way or the easement, and/or the nght-of-way related to same encroaches upon UCCR occ 062306-FINAL] PAGE 26 1131/0810 37 38 AM any eXlstmg rrnprovements Any requested easement over a Third Party Parcel shall be m wntmg and delivered to the Owner and PeaceHealth, together With the mformatlon referenced m Section 8.1(1) -(4) above The affected Owner shall have a penod of fifteen (15) busmess days wlthm which to approve or disapprove the proposed easement 8.3 ResponsIble Party The party requestmg an easement (the "Benefited Party"), If approval IS granted, shall be responsible for all costs and expenses related to the mstallatlOn of the facilities for which the easement IS mtended, all of which shall be placed underground to the extent reasonably possible The Benefited Party shall cause all work mvolved to be performed so as to not unreasonably mterfere With the use and enJoyment of the Servient Parcel and shall promptly restore the surface of the area mvolved to the conditIOn eXlstmg pnor to the conrrnencement of any work by the Benefited Party The Benefited Party shall defend, mdemmfY and hold the lessee of the Servient Parcel harmless from all loses, costs and expenses (mcludmg reasonable attorney fees), ansmg out of and/or related to the work performed by the Benefited Party relatmg to the easement The Benefited Party shall provide liability coverage, m a conrrnerclally reasonable amount, and wntten by a company authonzed to due busmess m the state of Oregon and otherwise reasonably acceptable to the lessee of the Servient Parcel In the event that the eXistence of the easement granted pursuant to the provISIons of this Section 8.3 results m any ad valorem property tax liability to either PeaceHealth or the Owner of the Servient Parcel, the Benefited Party shall pay the amount of any such tax 8.4 Relocation of Easement The Owner ofa Servient Parcel may, from time to time, at Its costs and expense, relocate an easement and the faCilities located therem and the followmg shall be applicable (1) there shall not be any mterruptlOn of utility services, and (2) all costs and expenses assoc13ted With such relocatIOn shall be the responsibility of the lessee of the Servient Parcel. The parties agree to cooperate to execute and record any documents reqUired to effectuate such relocatIOn 8.5 Easements ReqUIred for Development of Property PeaceHealth shall grant easements reasonably necessary for the development of the Property over and across other real property owned by PeaceHealth that IS m the rrnmedlate vlcmlty of the Property Any Owner requestmg an easement shall furnish to PeaceHealth, at the time the easement IS requested, the followmg mformatlOn (I) the purpose of the proposed easement, (2) the name of the proposed grantee, (3) the tenn of the proposed easement, and (4) a drawmg showmg the proposed locatIOn of the easement The form of the easement shall be mutually acceptable to PeaceHealth, Owner and the grantee Any easement granted pursuant to thiS Section 8.5 shall only be for the purpose [/CCR Occ 062306-FINAL] Date Received. 1/31/.21>>1' Planner. AL ---j; PAGE 27 1131/08 to 37 38 AM of mstallmg, mamtammg, repaJnng and replacmg public or pnvate utility lines, conrrnumcatlon lines, and related facilities All such UtllIty lInes and facilities shall be underground, to the extent reasonably possible The exact locatIOn of the easement may be adJusted by PeaceHealth so that the same does not unreasonably mterfere With the use of the other real property owned by PeaceHealth PeaceHealth shall have the nght to relocate any easement and, m such event, the provIsIOns of SectIon 8.4 shall be applicable All costs and expenses relatmg to the construction of the facilities to be located m the easement shall be the responsibility of the Owner or party requestmg such easement Upon completIOn of the construction, the Owner shall cause the surface ofthe real property mvolved to be put m a condition substantially the same as eXisted pnor to the work bemg performed Pnor to the conrrnencement of any work relatmg to the easement, the Owner shall provide eVidence of liability msurance coverage relatmg to such work, said msurance coverage to be m a conrrnerc13lly reasonable amount, wntten by an msurance company authonzed to do busmess m the state of Oregon and otherwise reasonably acceptable to PeaceHealth and shall secure the appropnate permits from the CIty of Spnngfield 9. AMENDMENTS TO THESE CC&Rs PeaceHealth must approve all amendments to these CC&Rs The ASSOCiation may propose changes to these CC&Rs to PeaceHealth If such changes have been approved by a maJonty of the Board IfPeaceHealth agrees With the ASSOCiation's proposed amendment(s), the ASSOCiatIOn will notifY all Owners and Occupants III wntmg of ItS consent and undertake all necessary steps to make the proposed amendment(s) PeaceHealth may also propose amendments to these CC&Rs to the ASSOCiatIOn and make such changes With an affirmative vote of a maJonty of the Board All amendments to these CC&Rs shall be recorded by PeaceHealth m the real property records of Lane County, Oregon 10. ENFORCEMENT PeaceHealth and the ASsoc13tlOn shall have the nght to enforce all of the covenants, conditions, restnctlons, reservatIOns, easements, and changes now or heremafter Imposed pursuant to any provIsion of these CC&Rs by any appropnate proceedmg at law or m eqUIty, subJect to any limitatIOns rrnposed by these CC&Rs Any remedies speCifically prOVided herem are nonexclUSive and cumulative and are m addition to all other remedies available to PeaceHealth and the ASSOCiatIOn at law or m eqUIty Any Occupant shall have the nght to petitIOn any court of competent JunsdlctlOn to reqUIre speCific performance of any provIsions of these CC&Rs The ASsoc13tlOn reserves the nght to perform the landscapmg and mamtenance obligatIOns of Section 6 1 If Owner and/or Occupant fail to perform such obligatIOns wlthm ten (10) days after wntten notice The cost of such enforcement by PeaceHealth and the ASSOCiatIOn, mcludmg but not limited to, mterest, costs and expenses of collection and reasonable [/CCR Occ 062306-FINAL] PAGE 28 1131/0810 37 38 AM attorney fees, will be assessed to the Owner and/or Occupant, and PeaceHealth and the ASSOCiatIOn reserve the nght to secure a hen agamst the Owner's Third Party Improvements for failure to pay such assessment wlthm a reasonable trrne 11. GENERAL PROVISIONS 11.1 Duration These Covenants, ConditIOns, and RestnctlOns shall run With and bmd, benefit, and burden the Property, PeaceHealth, all Occupants, and the sublessees, mVltees, and guests of all Occupants until Nmety-Nme (99) years from the Effective Date unless extended by PeaceHealth as follows PeaceHealth shall have the nght to renew these CC&Rs for an unlrrnlted number of successive five-(5) year penods by recordmg a notice to that effect m the real property records of Lane County, Oregon pnor to the ongmal expiratIOn date as stated above or the expiratIOn date ofthe followmg,renewal penod 11.2 Severability In the event any proVISIOn of these CC&Rs IS determmed to be mvalid or unenforceable, that determmatlOn shall not affect the validity or enforceability of any other provIsIOn or of the same prOVISIOn to a different situation 11.3 Non-Waiver Any f31lure of the ASSOCiatIOn or of Peace Health to enforce a covenant, conditIOn, or restnctlOn con tamed m these CC&Rs shall not be deemed to constitute a waiver of the ASSOCiatIOn's nght or of Peace Health's nght to enforce that or any other covenant, conditIOn, or restnctlOn contamed m these CC&Rs 11.4 Waiver of Damages PeaceHealth and the ASSOCiatIOn shall not be liable to any Occupant or to any other person for ItS enforcement or failure to enforce any provlSlon of these CC&Rs except as arlSlng from PeaceHealth or the ASSOCiation's bad faith Each Occupant, by acqumng such Occupant's mterest m the Property or by occupymg any portIOn of the Property, agrees not to bnng any actIOn or SUIt agamst PeaceHealth or the ASSOCiation to recover any such damages or to seek any other relief agamst PeaceHealth or the ASSOCiatIOn by reason of any such enforcement or f31lure to enforce any provlSlon of these CC&Rs 11.5 Constructive Notice and Acceptance By the recordmg of these CC&Rs, each Occupant shall be deemed to have consented and agreed to every tenn, covenant, condition, and restnctlon contamed herem [/CCR Occ 062306-FlNAL] Date Received Planner, AL /3,t"fJ.I' 1 I PAGE 29 1131108103738 AM 11.6 Joint and Several LIability If an Owner consists of more than one person or entity, each of such persons and entities shall be Jomtly and severally liable for any assessment or charge and for the performance of any other obligatIOn rrnposed pursuant to these CC&Rs 11.7 Consent or Action In the event that these CC&Rs are silent as to the standard for any consent, approval, determmatlOn, or srrnilar discretIOnary actIOn, the standard shall be the reasonable discretIOn of the party, rather than a sole discretIOn standard 11.8 CaptIons The captIOns and headmgs of sectIOns herem are for convemence only and are not mtended m any way to defme, lrrnlt, or descnbe the scope or mtent of any sectIOn of these CC&Rs 11.9 Notices All notices under these CC&Rs shall be m wntmg Any such notice shall be deemed effective on the earlier ofthe date of delivery or, Ifmalled, three (3) busmess days followmg the date of mallmg, If addressed to the addressee at the address, If any, deSignated m the ASSOCiation's records Notices shall be sent to PeaceHealth at-the followmg address unless the ASSOCiatIOn IS notified of a change PeaceHealth 1255 Hilyard Street Eugene, OR 97401 AttentIOn Chief Executive Officer Copy to: PeaceHealth Legal Department 14432 SE Eastgate Way, SUIte 300 Bellevue, WA 98007-6412 AttentIOn Semor Vice PreSident of Legal ServICes 11.10 Attorneys' Fees In the event SUIt, actIOn, arbitration or other proceedmg of any nature whatsoever, inc1udmg, Without limitatIOn, any proceedmg under the U S Bankruptcy Code, IS mstltuted to mterpret or enforce any proVISIOn of these CC&Rs, or With respect to any dispute relatmg to these CC&Rs, mc1udmg, Without limitatIOn, any actIOn which a [/CCR occ 062306-FlNAL] PAGE 30 1/31/0810 37 38 AM declaration ofnghts IS sought, the prevailmg party therem shall be entitled to recover from the losmg party Its reasonable attorney fees and all other costs and expenses actually mcurred and reasonably necessary m connection therewith, and any other sum as the court or arbitrator may adJudge reasonable as attorneys' fees, costs and expenses at trial and on any appeal 11.11 Dispute Resolution If a dispute ansmg under or mvolvmg mterpretatlOn of these CC&Rs (other than a dispute mvolvmg nonpayment of assessments) cannot be resolved through negotiations between PeaceHealth and the ASSOCiation, or an Occupant to the extent the dispute mvolves their mterests, the parties shall submit the dispute to nonbmdmg med13t1on Any party may request mediatIOn The requestmg party must suggest an mdependent mediator With the request for med13tlOn If the parties cannot agree on a med13tor, any party may apply to the Presldmg Judge, Lane County CirCUIt Court, for appomtment of a mediator The parties shall share equally m the fees and costs of the mediator Each party shall be responsible for ItS own attorney fees Med13t1on shall be m Lane County, Oregon, unless the parties agree otherwise If a dispute IS not resolved by mediatIOn, the parties may, but are not reqUired to, agree to submit the dispute to bmdmg arbitratIOn, m such case, the parties shall agree upon the arbitrator, or If they are unable to agree, to seek appomtrnent of an arbitrator from the presldmg Judge, Lane County CirCUIt Court pursuant to the ConrrnerClal ArbitratIOn Rules of the Amencan Arbitration ASSOCiatIOn With the prev31ling party awarded ItS fees and costs If a dispute cannot be resolved by mediation, and the parties do not agree to submit the dispute to arbitratIOn, any party may file a laWSUIt to resolve the dispute m a court With proper Junsdlctlon located m Lane County, Oregon In case of an emergency, a party may request emergency mJunctlve reliefpnor to gomg through the claims procedure outlmed III thiS Section Except to the extent performance may be legally excused under the partICular Circumstances, each party shall contmue to perform ItS duties under thiS Agreement while the resolutIOn of a dispute IS pendmg 11.12 ExhIbIts Exhibit A (DescnptlOn of the Property), Exhibit B (Development Standards) and Exhibit C (Map of the Conrrnon Area) are attached to these CC&Rs and by thiS reference made a part hereof 11.13 Assignment of Rights Except as proVided m Section 3 herem, PeaceHealth shall have the nght to assign and/or delegate all or portions of ItS nghts under these CC&Rs to another entity or entities [/CCR Occ 062306-FINALJ Date Received, 1;.1/ /:u;o,f Planner AL ~ PAGE 31 1131/08103738 AM IN WITNESS WHEREOF, PeaceHealth has executed these CC&Rs on this day of , 2008 PEACEHEALTH A Washmgton Non-Profit Corporation By STATE OF OREGON ) ) ss County of Lane ) The foregomg mstnJrnent was acknowledged before me thiS day of , 2008 by " as of Peace Health, a Washmgton non-profit corporatIOn Notary Public for Oregon My Conrrnlsslon Expires [/CCR occ 062306-FINALI PAGE 32 1/31/08103738 AM [/CCR Occ 062306-FlNAL] LEGAL DESCRIPTION OF THE PROPERTY Date Received 0/~J' Planner. AL ;- PAGE 33 1/31/0SI0373SAM DEVELOPMENT STANDARDS [/CCR Occ 062306-FINAL] PAGE 34 1/31/08103738 AM MAP OF COMMON AREAS [/CCR Occ 062306-FINAL] Date Received I h(/.;l{$f Planner AL I . PAGE 35 1/31/08103738 AM Page lof2 L1MBIRD Andrew From Sent To Subject L1MBIRD Andrew Thursday, January 31, 200810 36AM KNAPEL Carole RE PeaceHealth Plat Review - PRE2007-00088 - Clanficatlon of SUB2005-00012 #5 Thanks Carole, this should address Condition #5 (SUB2005-00012) suffiCiently Andy From: KNAPEL Carole Sent: Thursday, January 31, 2008 10 32 AM To UMBIRD Andrew, ERNST DenniS Subject: FW PeaceHealth Plat ReView - PRE2007-00088 - Clanficatlon of SUB2005-00012 #5 Andy, and DenniS, Here IS a response to one of the questions which arose dunng the pre-submittal meeting Do you need something more formal from KPFF or IS thiS suffiCient? Carole From: Andrew Haliburton [m'allto andrew hallburton@kpffclvllpdx com] Sent: Thursday, January 31, 2008 9 31 AM To: KNAPEL Carole ee: FARRINGTON Phil (SMTP), Rachel Gnffith, Peter Craig Subject: PeaceHealth Plat ReView - PRE2007-00088 - Clanficatlon of SUB2005-00012 #5 Carole At the pre-submittal meeting on 1/15/08, the follOWing Item was flagged by the reViewer, Andy Llmblrd The Issue IS a discrepancy In the nght-of-way Width for Cardinal Way The follOWing IS the explanation that I agreed to provide ~UB2005-00012 - #5 The reviewer correctlv noted that the condition reoulres the noht-of-wav Width of Cardinal Wav at RlverBend to be 112 feet. bullhatthe Width as shown on the 01 at onlv measures 95 feet ThiS specific discrepancy was addressed at the time of permitting the PIP Section A Improvements The Applicant response (dated 8/29/2005) IS attached, and the Issue was addressed as part of Condition 5 on Page 1 Our response referred to diSCUSSions of thiS particular Issue With the City'S transportation department The PIPs were approved With the Width of 95 feet, on the baSIS of the deSign and the attached applicant response The constructed Width of 95 feet IS also shown consistently In the Record DraWings for PIP Section A on Sheets C3 1 and C12 1 We believe the dimenSion of 112 feet was an error and was Intended to refer to MLK Parkway Immediately north of Cardinal Way, which was consistently shown on the SubdivIsion Tentative Plan as 112 feet Please convey thiS explanation to Andy Llmblrd I would be happy to diSCUSS further If necessary Conversely, If thiS explanation IS suffiCient, please indicate so we can close thiS Issue Date Received. Ih,~,r Planner. AL I I 1/31/2008 Page 1 of 1 L1MBIRD Andrew From Sent To Subject Attachments KNAPEL Carole Thursday, January 31,2008 1032 AM L1MBIRD Andrew, ERNST Dennis FW PeaceHealth Plat Review - PRE2007-00088 - Clarlficalion of SUB2005-00012 #5 RlverBend PIP - STP Cond of Approv Matrix pdf Andy, and Dennis, Here IS a response to one of the questions which arose dUring the pre-submittal meeting Do you need something more formal from KPFF or IS thiS suffiCient? Carole From: Andrew Haliburton [mallto andrew hallburton@kpffclvllpdx com] Sent: Thursday, January 31, 2008 9 31 AM To: KNAPEL Carole Cc' FARRINGTON Phil (5MTP), Rachel Griffith, Peter Craig Subject: PeaceHealth Plat Review - PRE2007-00088 - Clarification of 5UB2005-00012 #5 Carole At the pre-submittal meeting on 1/15/08, the following Item was flagged by the reviewer, Andy lImblrd The Issue IS a discrepancy In the right-of-way Width for Cardinal Way The follOWing IS the explanation that I agreed to provide SUB2005-00012 - #5 The reviewer correctlv noted that the condition reaUlres the rlaht-of-wav Width of Cardinal Wav at RlverBend to be 112 feet. but that the Width as shown on the olat onlv measures 95 feet ThiS specific discrepancy was addressed at the time of permitting the PIP Section A Improvements The Applicant response (dated 8/29/2005) IS attached, and the Issue was addressed as part of Condition 5 on Page 1 Our response referred to discussions of thiS particular Issue With the City'S transportation department The PIPs were approved With the Width of 95 feet, on the basIs of the design and the attached applicant response The constructed Width of 95 feet IS also shown consistently In the Record Drawings for PI P Section A on Sheets C3 1 and C12 1 We believe the dimension of 112 feet was an error and was Intended to refer to MLK Parkway Immediately north of Cardinal Way, which was consistently shown on the SubdiVISion Tentative Plan as 112 feet Please convey thiS explanation to Andy Llmblrd I would be happy to discuss further If necessary Conversely, If thiS explanation IS suffiCient, please indicate so we can close thiS Issue Many thanks, Andrew Data Received. Planner. AL 1/3/.200/ / 1/31/2008