North Park CC&R - The Park

Recording Requested by, and When Recorded Return to:
Stamper, Rubens, Stocker & Smith, P.S.
W. 720 Boone, Suite 200
Spokane, WA 99201
Attention: Scott R. Smith

DECLARATION OF PROTECTIVE COVENANTS

North Park

Assessor's Parcel or Account Nos. 45015.9043 (Parcel 1) & 45015.9044 (Parcel 2)
Abbreviated Legal Description: (Parcels 1 & 2): Portions of N 1Ú2 of S. 1, T. 25 N., R44 EWM, Spokane County, Washington.
Full legal description is on page 15 of document.

THIS Declaration of Protective Covenants ("Declaration") is imposed by CROWN WEST REALTY, LLC, a New York Limited Liability Company, hereinafter "Crown West", referred to herein as "Declarant", and consented to and joined in by INLAND EMPIRE PAPER COMPANY, a Washington corporation, to the extent of its fee interest, hereinafter "IEPC"; and by PENTZER DEVELOPMENT CORPORATION, a Washington corporation, to the extent of its fee interest, hereinafter "Pentzer". Declarant and or IEPC and or Pentzer are the Owners of the real property, or an interest therein, commonly known as North Industrial Park (the "North Park") which is Legally Described on Exhibit "A", and graphically outlined on Exhibit "B", which exhibits are attached hereto and made a part hereof by this reference.

The provisions of this Declaration are hereby imposed on a portion of the North Park situated immediately to the east and is legally described on Exhibit "C", which is attached hereto and made a part hereof by this reference, and referred to herein as the "Property". This Declaration is intended to assure compatibility with existing and planned development, to protect property values, to ensure quality construction of improvements that are compatible with a harmonious development of the property within the North Park, including the Property.

This Declaration and its covenants, conditions, restrictions and reservations shall be deemed to run with the Property. This Declaration shall bind and be applicable to all Owners and occupants of the Property and their respective officers, agents, employees, customers, licensees, invitees, tenants, subtenants, mortgagees, successors, assignees and any other person having any interest in or to any part of the Property or possession thereof by, through or under an Owner, occupant or possessor. The covenants, conditions and restrictions provided in this Declaration shall apply to all improvements to the Property.

ARTICLE I
Definitions

1.1.Declarant. The term Declarant, as used herein, refers to Crown West, and any successor to Crown West as owner of the real property known as the Spokane Business and Industrial Park, graphically outlined on Exhibit "C" hereto . IEPC and Pentzer join in the execution of these Protective Covenants as fee owners of certain portions of the Property, for their own benefit. Crown West, Pentzer and IEPC intend that these Protective Covenants touch and concern the Property and shall run with the land. These Protective Covenants shall be binding on Crown West, IEPC, Pentzer and their respective successors and or assigns, any Owner, or any other entity or organization that succeeds to their legal interest or obligations in the Property.

1.2.Owner(s). Owner or Owners refers to those who acquire a fee simple interest in the Property, by deed or real estate contract.

1.3.Facilities. The term Facilities refers to utilities including water, sewer, gas, electric and cable. The term also encompasses future items of like nature.

1.4.North Industrial Park. The North Industrial Park is referred to herein as the "North Park", is contiguous to the Spokane Business and Industrial Park on the north, and is graphically shown on Exhibit "A" hereto.

1.5.Property. The term "Property" as referred to herein is the real property legally described as set forth in Exhibit "B" hereto.

1.6.Spokane Business and Industrial Park. The Spokane Business and Industrial Park is owned by Crown West Realty L.L.C., and is situated to the south of the North Park and graphically shown on Exhibit "C" hereto.

ARTICLE II
Development Standards

At the time of development of the Property and at such other times as Owner(s) may apply for a building permit for improvements to the Property or any portion thereof, or apply for any other permit from a public agency, the Declarant intends that the Owner(s) comply with the development standards set forth herein.

2.1.Review of Plans. No building, structure, fence, road, wall, parking area, lighting, utilities or other improvements including landscaping of any nature, shall be commenced, erected, or planted on the Property, nor shall any exterior addition or modification to, or change or alteration thereof, be made until the plans and specifications showing the nature, kind, shape, elevation, color, materials, species, lighting plan, utility plan, and location of the same shall have been submitted to and approved in writing by Crown West, which approval will not be unreasonably withheld. Crown West shall act on submittals made to it within thirty days, and identify any issues that would cause Crown West to deny approval. In the event Crown West fails to approve submissions within said thirty (30) days, said submissions shall be deemed disapproved. The purpose of this requirement is to permit Crown West to review compliance with applicable regulations and this Declaration.

2.2.Guidelines. In order to obtain and maintain the harmony of external design and location in relation to surrounding structures and topography herein and in order to maintain the general plan of improvement for the mutual benefit of the Owners of the Property and property within the North Park, Crown West shall be guided by the following:

a.Design.

(i)Any building erected on the premises shall be designed by a licensed architect as may be required by applicable regulations.

(ii)Buildings shall be designed in a manner suitable for an industrial park so that the exterior elevation of each will be architecturally compatible with other structures on the Property and within the North Park, and so that the buildings, walls, footings and awnings shall not encroach from one lot onto another lot as required by applicable zoning regulations. Design and construction shall conform with sound architectural construction and engineering standards as established by uniform code and local regulations.

(iii)All improvements shall be of good quality.

b.Exterior Colors and Materials.

(i)If colors are used to finish exteriors, colors utilized in finishing exteriors shall be complimentary earth tones, natural tones or other colors mutually agreed upon by Crown West and Owner. Design accents with two or more colors are encouraged.

c.Screening. In order to maintain a neat and orderly appearance within the North Park and the Property, Declarant may, when outside material storage is permitted by applicable government regulations, require Owner to install or construct berms, opaque walls, fences, shrubbery or other methodology to obscure the view of items stored outdoors.

d.On-site Lighting. The objective of on-site lighting is to light pedestrian circulation, buildings or parking for decorative or security reasons. Lighting shall be designed to avoid or minimize light diffusion to adjoining property where negative impacts may be created.

ARTICLE III
Maintenance Standards

The maintenance standards are intended to outline minimum standards and the required level of upkeep and repair for structures and the surrounding landscaping and property.

3.1.Buildings. Exterior walls and facings shall not be allowed to become cracked, chipped, faded or in any way deteriorated so that the aesthetics are impaired as determined by Crown West. Broken windows, doors or other exterior members of structures shall be repaired or replaced promptly.

3.2.Landscaping. All landscaping shall be maintained in an attractive manner and weed free condition at all times. Plants and shrubs shall be maintained in a healthy, disease free condition. Pools, fountains and the like are to be maintained in a clean and operating condition.

3.3.Screening. Fencing and any other architectural screen shall be maintained in an aesthetically pleasing form and not allowed to become deteriorated.

3.4.Paved Areas and Other Surfaces. All paved areas whether used for parking, driveways, truck loading or otherwise, shall not be permitted to become broken, cracked, settled or otherwise in need of repairs. Grass, weeds and other plant material growing in cracks should be removed. Areas covered with gravel, bark, rocks or wood chips are to be kept free of litter and debris. Markings on paved surfaces are to be maintained to be clearly visible.

3.5.Unimproved Areas. Each Owner shall remove and will not otherwise permit in areas that are not otherwise landscaped or improved weeds identified by the Noxious Weed Control Board as dangerous to public health, safety and welfare to be on the real property.

3.6.General Maintenance. Each Owner shall keep the property and improvements in good order and repair including, without limitation, all buildings, landscaping and other improvements thereon. The Owner shall follow a regular course of maintenance for all buildings and improvements and shall regularly mow and water all lawn areas and regularly maintain all other landscaping on the Owner's property. The Owner shall not permit the Property, landscaping or any improvements thereon to exhibit signs of deterioration, disrepair or neglect

ARTICLE IV
Water and Sewer Systems

4.1.Water and Sewer Systems. Crown West shall not be responsible for installation or maintenance of drainage systems or water or sewer lines on Owner's property. Installation of fire hydrants and service lines or similar facilities, and installation of water and sewer lines on Owner's property shall be the responsibility of the Owner of the property. Crown West will charge and Owners shall pay for utilities that are owned and operated by Crown West and consumed by Owners and occupants at rates established by Crown West and within guidelines of the Washington Utilities and Transportation Commission.

4.2.Facilities Easements. Facilities Easements for the installation and maintenance of utility lines and the private water and sewer systems serving the Property are for the benefit of the Property. Declarant reserves for itself, utility providers and governmental entities, the right at any reasonable time to enter upon the Owner's property for the purpose of locating, relocating, installing, constructing, maintaining or otherwise dealing with Facilities located within easements or future easements to be granted, including utility lines, water and sewer lines, now located or to be located in, on, over, under or across the Owner's property.

4.3.Cost of Operation and Maintenance. Crown West presently operates and maintains the private sewer system and private water system that serve the Spokane Business and Industrial Park and will serve the North Park and the Property, the cost of which shall be borne by all users, pro rata. Crown West shall have full authority to establish and determine the amount of assessments, such determination to be based on Crown West's best bona fide estimate of the costs incurred with the operation and maintenance of the Facilities serving the Property. Sewer rates and assessments shall be based upon the estimated expenses of operating similar sewer facilities by the City of Spokane. Water rates and assessments shall be as permitted by the Washington Utilities and Transportation Commission. Owners of the Property shall not be assessed by Crown West for assessments paid by Owners of the Property directly to third parties, such as General Facility Charges that may be charged by Spokane County in order to connect to the Crown West sewer line, except to the extent that Crown West may be required to pay the assessment on behalf of any Owner(s) of the Property or any portion thereof.

4.4Calculation. Assessments charged by Crown West for operation and maintenance of the private sewer system and private water system shall be computed based upon the ratio of gross annual metered water usage of the Property, compared to the total annual metered water usage of all users of the system. Crown West will notify the Owner of the Property of any regular or special assessment, which shall be due and payable in full thirty (30) days after Crown West provides notice of the assessment to the Owner of the Property. Any such assessment by Declarant shall include Declarant's computation of the assessment. The Owner of the Property may, at Owner's expense, audit the books of Declarant regarding any assessed amount.

ARTICLE V
Enforcement

5.1.Crown West and Owners shall have the right to enforce this Declaration and the covenants, conditions and restrictions by any proceedings at law or in equity that it deems appropriate. The prevailing party in any such action shall be entitled to recover their costs and reasonable attorney fees.

5.2.Unpaid assessments shall constitute a lien against an Owner's property and may be enforced by filing the assessment as a lien by recording notice thereof with the Spokane County Auditor and enforced by foreclosure action in Spokane County Superior Court, following the same procedure as is set forth for the foreclosure of liens for the furnishing of labor and materials. The prevailing party shall be entitled to recover their costs and reasonable attorney's fees in any enforcement action. In addition, Crown West shall have the right to suspend access to any water and sewer utilities it supplies as a consequence of Owner's failure to pay charges and assessments related thereto. Prior to the initiation of any enforcement proceeding or other remedy, or suspension of water or sewer utilities, Crown West shall provide thirty (30) days written notice to the offending party specifying the alleged default. During this notice period, the offending party is permitted to cure the default alleged in the written notice. If the default alleged is not cured within the notice period, then Crown West may invoke any of the enforcement proceedings or remedies provided for in this Declaration or otherwise available by law.

ARTICLE VI
Environmental Covenants

6.1. Hazardous Substances. Owners shall not engage in or allow the generation, use, manufacture, treatment, transportation, storage or disposal of any hazardous substance in, on, under or adjacent to their real property that in any way is prohibited by applicable federal, state and local laws, regulations and orders.

Owners shall not engage in or allow the unlawful release (from underground tanks or otherwise) of any hazardous substance in, on, under or adjacent to Owner's real property (including air, surface water and ground water on, in, under or adjacent to the real property). Owner shall at all times be in compliance with all applicable law (and shall cause its employees, agents and contractors to be) with respect to the real property or any hazardous substance and shall handle all hazardous substances in compliance with good industry standards and management practices. As used in this Declaration, the term "hazardous substance" shall mean any substance, chemical or waste, including any petroleum products or radioactive substances, that is now or shall hereafter be listed, defined or regulated as hazardous, toxic or dangerous under any applicable laws. As used in this Declaration, "applicable law" shall mean any federal, state, or local laws, ordinances, rules, regulations and requirements now or hereafter enacted (including consent decrees and administrative orders) relating to the generation, use, manufacture, treatment, transportation, storage, disposal, or release of any hazardous substance.

Owner shall promptly notify Crown West and adjacent real property Owners, in writing, if Owner has or acquires notice or knowledge that any hazardous substance has been or is threatened to be unlawfully released, discharged or disposed of, on, in, under or from the real property. Owner shall immediately take such action as is necessary to detain the spread of and remove, to the satisfaction of any governmental agency having jurisdiction, any hazardous substances released, discharged or disposed of as the result of or in any way connected with the conduct of Owner's business, and which is now or is hereafter determined to be unlawful or subject to governmentally imposed remedial requirements.

If Owner handles hazardous substances, Owner shall: (1) at all times maintain an employee or consultant familiar with applicable law and charged with responsibility for Owner's compliance with all applicable law relating to hazardous substances; (2) implement a system to review Owner's hazardous substance activities on a regular basis; and (3) shall in good faith (consistent with sound business practices) implement and maintain best management practices to minimize the hazards posed by materials utilized by Owner, for example, by reducing the amounts of hazardous substances used and disposed of, by utilizing less dangerous or less toxic materials or by implementing programs to ensure the safe and proper handling, labeling, use and disposal of hazardous substances.

ARTICLE VII

Other Regulations

7.1.Zoning. The Property may be used as permitted by applicable zoning regulations of Spokane County, Washington, or any other governmental body having jurisdiction over zoning except to the extent restricted by this Declaration. With the exception of shipping and receiving dock areas and to the extent permitted by governmental authorities, all business functions conducted within the Property shall be conducted indoors unless otherwise properly screened.

7.2.Offensive Trade. No unlawful or noxious trade or activity shall be carried on upon the Property, nor shall anything be done thereon which may be or so become a nuisance to neighboring Owners or occupants, nor shall sound and external noise and odors be permitted which exceed applicable governmental regulations.

7.3.Signs. Crown West's intent is to permit reasonable signage on the Property without imposition of strict standards, to accommodate flexibility in sign design. However, to ensure compliance with this Declaration, all sign designs, materials, location, size, colors and details must be submitted to Crown West for approval prior to installation, which approval will not be unreasonably withheld.

(a)Signage shall be coordinated so far as is reasonably possible with the exterior design and colors of the building to which the signs apply. Signage is prohibited within all Easement Areas where Facilities are located.. The purpose of this restriction is to avoid interference with the maintenance and periodic excavation of utility lines located within the area.

(b)Neon, flashing, rotating signs and the like are prohibited.

(c)Illuminated signs are allowed as specifically approved by Crown West.

(d)Free standing advertising signs and billboards are prohibited unless special written permission from Crown West is obtained.

(e)Approved monument type signs are permitted at the access point to the property, as are directional type signs, however, not within easement areas.

(f) Approved wall signs on the exterior of a building are permitted, but limited to the identification of the occupant.

7.4.Animals. No animals, livestock or poultry of any kind shall be raised, bred or kept on the property.

7.5.Rubbish. All rubbish, trash and garbage shall be regularly removed from the property and shall not be allowed to accumulate thereon for a period in excess of seven (7) days.

7.6.Parking. Parking of all vehicles shall be upon Owner's property and not in the private roadways of the North Park or Spokane Business and Industrial Park. All storage of parked trucks or other commercial vehicles will be in an orderly manner in the back of any improvements to the property. To the extent practical, storage areas will be screened from those primary office views existing at the time the storage area is created through the use of berms and/or planting materials. .

7.7.Snow Removal. Each Owner shall be responsible for snow removal from their property.

7.8.Owners/Tenants. In the event an Owner leases to, or allows possession of, Owner's real property by a tenant, each such tenant shall be bound by all of Owner's obligations imposed by this Declaration.

7.9.Amendment. This Declaration of Protective Covenants cannot be amended except in writing signed by all of the Owners of real property subject to these covenants and Declarant, their respective successors or assigns.

IN WITNESS WHEREOF, this Declaration and the covenants stated herein are duly executed this ___ day of _____________, 1997.

CROWN WEST REALTY, L.L.C.

RICHARD D. ROLLNICK

Its President

INLAND EMPIRE PAPER COMPANY

WAYNE D. ANDRESON

Its Vice President and General Manager

PENTZER DEVELOPMENT CORPORATION

Its:

STATE OF WASHINGTON)

)ss.

COUNTY OF SPOKANE)

On this day of , 19___, personally appeared Richard D. Rollnick to me known to be the President of Crown West Realty, L.L.C., the limited liability company that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.

Notary Public in and for the State of

Washington, residing at Spokane.

My Commission Expires:

STATE OF WASHINGTON )

)ss.

COUNTY OF SPOKANE)

On this day of , 19___, personally appeared Wayne D. Andreson to me known to be the Vice President and General Manager of Inland Empire Paper Company, the corporation that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.

Notary Public in and for the State of

Washington, residing at Spokane.

My Commission Expires:

STATE OF WASHINGTON)

)ss.

COUNTY OF SPOKANE)

On this day of , 19___, personally appeared ______________ to me known to be the _____________________ of Pentzer Development Corporation, the corporation that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.

Notary Public in and for the State of

Washington, residing at Spokane.

My Commission Expires:

03/23/9903/23/99

clients/crownwes/inland/coven7

EXHIBIT "A"

PARCEL A:

That portion of the North half of Section 1, Township 25 North, Range 44 East, W.M., more particularly described as follows: BEGINNING at the East quarter corner of said Section 1; thence North 89¡48'45" West, a distance of 30.00 feet to a point on the West right of way line of Flora Road; thence North 0¡47'43" West, a distance of 250.04 feet to the True Point of Beginning; thence North 89¡48'45" West a distance of 5,202.86 feet; thence North 0¡36'39" West a distance of 242.21 feet; thence North 85¡39'26" East a distance of 5,211.30 feet; thence South 0¡47'43" East a distance of 653.89 feet to the True Point of Beginning;

EXCEPT that portion previously conveyed to the Washington Water Power Company by document dated November 20, 1978 and recorded in the Spokane County Auditor's Office as No. 7811200361;

More particularly described as: A tract of land in the Southeast quarter of the Northwest quarter of Section 1, Township 25 North, Range 44 East, W.M., and being further described as follows:

BEGINNING at a point on the South line of the Southeast quarter of the Northwest quarter of said Section 1, said point lying North 89¡58' West, 3036.0 feet from the East quarter corner of said Section 1; thence North 0¡02' East, 407.51 feet to the True Point of Beginning of the tract to be described: thence North 89¡58' West, 137.0 feet; thence North 0¡02' East, 250.0 feet to a point on the Southerly line of the Burlington Northern Railway right of way; thence along said right of way North 85¡19'20" East, 301.02 feet; thence South 0¡02' West, 274.72 feet; thence North 89¡58' West, 163.00 feet to the True Point of Beginning;

Situate in the County of Spokane, State of Washington.

Parcel No. 45015.9043.

PARCEL B:

That portion of the North half of Section 1, Township 25 North, Range 44 East, W.M., lying Southerly of the following described line projected Easterly and Westerly to the East and West Section lines: BEGINNING at the East quarter corner of said Section 1; thence North 89¡48'45" West a distance of 30.00 feet to a point on the West right of way line of Flora Road; thence North 0¡47'43" West a distance of 250.04 feet to the True Point of Beginning; thence North 89¡48'45" West a distance of 5,202.86 feet;

Situate in the County of Spokane, State of Washington.

Parcel No. 45015.9044.

EXHIBIT "B"

GRAPHIC OF THE NORTH PARK

cross-hatched area

EXHIBIT "C"

PARCEL 1:

That portion of the North half of Section 1, Township 25 North, Range 44 East, W.M., described as follows: COMMENCING at the East quarter corner of said Section 1; thence North 89¡48'45" West, along the South line of the North half of said Section 1, 30.00 feet to the West right of way line of Flora Road and the Point of Beginning of this description; thence continuing North 89¡48'45" West, along said South line, 1419.12 feet; thence North 00¡09'18" East, 445.00 feet; thence South 86¡29'07" West, 521.00 feet; thence North 00¡09'18" East, 340.00 feet to the South right of way line of the Burlington Northern Railroad; thence North 85¡39'26" East, along said right of way line, 1930.00 feet to the West right of way line of Flora Road; thence South 00¡47'43" East, along said right of way line, 903.93 feet to the point of beginning;

EXCEPT that portion lying Southerly of the following described line: BEGINNING at the East quarter corner of said Section 1; thence North 89¡48'45" West, a distance of 30.00 feet to a point on the West right of way line of Flora Road; thence North 0¡47'43" West, a distance of 250.04 feet to the True Point of Beginning; thence North 89¡48'45" West, a distance of 5,202.86 feet;

Situate in the County of Spokane, State of Washington.

Portion of Parcel No. 45015.9043.

PARCEL 2:

EXCEPT that portion lying Northerly of the following described line: BEGINNING at the East quarter corner of said Section 1; thence North 89¡48'45" West, a distance of 30.00 feet to a point on the West right of way line of Flora Road; thence North 0¡47'43" West, a distance of 250.04 feet to the True Point of Beginning; thence North 89¡48'45" West, a distance of 5,202.86 feet;

Situate in the County of Spokane, State of Washington.

Portion of Parcel No. 45015.9044.