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HomeMy WebLinkAboutBLD2015-00023 - LEASE 4054 re ce h• j Pasc / n.d.=ceti4- on /0(.06,be-- FIRST AMENDMENT TO COLLOCATION AGREEMENT THIS FIRST AMENDMENT TO COLLOON AGREEMENT ("Amendment") is entered into on the R day of.eta- ,, 201.3 by and between Seattle SMSA Limited Partnership, d/b/a Verizon Wireless (hereinafter referred to as "Sublessor") and Sprint Spectrum, L.P., a Delaware limited partnership (hereinafter referred to as"Sublessee"). WITNESSETH: WHEREAS, Sublessor and Sublessee entered into a certain Collocation Agreement dated March 23, 2000 (hereinafter referred to as "Agreement") for a certain Verizon Wireless communication tower site currently subleased from Sublessor to American Towers,LLC, or one of its affiliates("ATC"), and commonly referred to as Port Ludlow/83038 (hereinafter referred to as"Tower Site"),which is incorporated herein and made a part hereof by reference; and NOW, THEREFORE, Sublessor and Sublessee agree that the Agreement is hereby amended as follows: 1. Sublessor grants to Sublessee the right to remove existing equipment and to add additional equipment to the Tower Site, as provided herein. Sublessee represents and warrants that it has obtained all necessary and required permits, licenses and approvals for the proposed removal and addition. Sublessee acknowledges and agrees that any installation authorized pursuant to this Amendment is subject to the rights of any other existing party at the Tower Site. 2. The Schedule 1 of the Agreement is hereby deleted in its entirety and replaced by Schedule 1-A,attached hereto and made a part hereof. 3. Agreement Reaffirmed. Sublessor and Sublessee ratify and affirm the Agreement and confirm the revisions to the Agreement as provided in this Amendment. Sublessee represents and warrants to Sublessor that it is authorized to execute this Amendment and still has valid and existing rights under the Agreement. Except as amended herein, all terms, conditions, provisions, covenants and agreements contained in the Agreement are hereby ratified and confirmed in their entirety. The terms used herein and not otherwise defined in this Amendment shall have the same meaning as set forth in the Agreement. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK ATC Site Name and Number:Port Ludlow/83038 ATC Contract Number:WE8303801 Sublessee Site Name and Number:Teal Lake/SE33XC183 • • IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the day first above written. Sublessor Seattle SMSA Limited Partnership, d/b/a Verizon Wireless By: Name: Zierwo !44 ee me" Its: Date: /s/jr/Q Sublessee Sprint Spectrum,L.P..,a Delaware limited partnership , 011 By: rl• 'D Lei � l Its:14,14A-,t,I6,ei s^,TE-11✓61A,A6J7 Date: L+y3///3 ATC Site Name and Number:Port Ludlow/83038 ATC Contract Number:WE8303801 Sublessee Site Name and Number:Teal Lake 1 SE33XC183 • • NOTARY ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF ORANGE On Dee— 20, LO 13 before me, t--"1".4L t/1'`r' a Notary Public, personally appeared Brian Mecum who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. DIANA AGUIRRE ;r, Lr Commission it 2015275 Sip re of Notary lic a �! Notary Public-California ',-49 Riverside County a M Comm.Ex irea Mar 26,2017 Place Notary Seal Above • • SUBLESSEE NOTARY BLOCK: STATE OF WIN COUNTY OF Y i n^- n 0.'3 VS before me, k<ri S1Qp�r Carta.S Notary Public, personally appeared V.4o/1w)b ft,,u,''� the authorized representative of Suble personally known to me (or proved to me on the basis of satisfactory evidence)To be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity,and that by his signature on the instrument,the person,or the entity upon behalf of which the person acted,executed the instrument. WITNESS my h..' .0 '' (SEAL) Notary '. s L 0/ a�?l3 My commission exp. .. ,,,\K\Nlttttl 1++� +"4 fy p 4� CO is'Ne oh„ Op Im"lAsi‘ *Woo,Atmas• ATC Site Name and Number:Port Ludlow/83038 ATC Contract Number:WE8303801 Sublessee Site Name and Number:Teal Lake/SE33XC l83 ('i°dam( 1 'd) /©oe✓ Ze4s- . 4'- Ake- ,2401 /Octia7l • • • ORIGINAL WA1 PtLudlow 1 OPTION AND LEASE AGREEMENT This Option and Lease Agreement ("Agreement") is made as of the 11th day of October, 1993, between pope Resources, a Deleware Limited Partnership ("LESSOR") and WA F35A No. l Limited Partnership, ("LESSEE") . RECITALS A. LESSOR is the owner of certain real property located in Jefferson, County, Washington, state, described in Exhibit A attached hereto and made a part hereof by this reference (the "Property") . • B. LESSEE desires to obtain an option to lease a portion of the Property to be determined by LESSEE, including rights-of-ways and easements for ingress, egress, and utilities thereto, consisting of approximately 3000 square feet (The "Premises") . The Premises are also described within Exhibit A attached hereto and made a part hereof by this reference. The Premises may be more specifically described following a survey which may be obtained at a later time. OPTION AGREEMENT 1. Option Grant. In consideration of (the "Option Payment") , to be paid by LESSEE to LESSOR after execution of this Agreement by both parties, LESSOR hereby grants to LESSEE the right and option (the "Option") to lease the Premises on the following terms and conditions. The date on which this Agreement has been executed by both LESSOR and LESSEE shall thereafter be considered the "Effective Date" of the Agreement. 2. Option Term. The Option may be exercised at any time within LESSEE'S discretion, but no later than one year from the Effective Date ("Option Period") . The time during which the Option may be exercised may be extended by mutual agreement in writing. 1 OT A002 9/1/93 111 =111_ 4 4 1 LESSOR agrees to notify LESSEE immediately if at any time during the term of this Agreement, LESSOR decides to subdivide, sell, or change the status of the Premises or the Property, or if LESSOR learns of any pending or threatened or contemplated actions, litigation, claims, condemnations, or other proceedings which would affect the Premises or any part of the Premises. 3. Exercise of Option. LESSEE may exercise the Option by giving notice to LESSOR of the exercise of the Option at any time during the Option Period. If LESSEE exercises the Option thirty (30) days or more before the end of the Option Period, or any extension thereof, the Option Payment or extension payment shall be prorated on a daily basis and a portion of the Option Payment, or extension 1i payment, which is proportionate to the amount of time remaining in the Option Period, or extension thereof, shall be applied to the rental payments due under Section 10 of this Agreement. 4. Termination of Option. If LESSEE fails to exercise this Option or any extension thereof within the time specified in Section 2, all rights and privileges granted in this Agreement shall be deemed completely surrendered, this Option shall be terminated, and LESSOR shall retain all money paid for the Option, and no additional money shall be payable by either party to the other. 5. Legal Description. LESSOR grants LESSEE the right, but not the obligation, at any time during the term of this Agreement, to obtain a survey of the Premises at LESSEE'S expense. The legal description that may be derived from the survey will become Exhibit B which will be attached hereto and made a part hereof, and shall control in the event of any inconsistency between it and Exhibit A. 6. Right of Entry. LESSOR shall permit LESSEE, during the Option Period or extension thereof, free ingress and egress to the Property to conduct surveys, structural strength analyses, subsurface boring tests, feasibility and final configuration 2 OLA002 _ 9/1/93 • • • assessment, environmental assessments, and other inspections of the Property as LESSEE may deem necessary at LESSEE's cost. At the expiration of the Option Period or any extension thereof, if LESSEE does not exercise its Option, LESSEE will restore the Premises to their original condition at the Effective Date, reasonable wear and tear excepted. 7. Recording of Memorandum. LESSOR shall execute and LESSEE shall be permitted to record at any time a Memorandum of this Agreement. LESSEE shall also be permitted to record a notice of exercise of the Option, which shall evidence the commencement of 1 the lease concurrent with the exercising of the Option as provided for herein. If the Option is not exercised or if the lease portion of this Agreement is terminated prior to the expiration of its term, LESSEE shall record an appropriate instrument to clear the memorandum from the title to the Property. LEASE AGREEMENT 8. Lease Term. The term of this Lease shall begin on the Commencement Date and shall expire on the Expiration Date. The "Commencement Date" shall be the date within the option Period set forth in LESSEE'S notice of exercise of the Option. The Expiration Date shall be the date preceding the fifth anniversary of the Commencement Date, or as extended pursuant to section 9. Upon exercise of the Option, LESSOR shall deliver possession of the Premises to LESSEE, together with the non- exclusive right for ingress and egress, seven (7) days a week, twenty-four (24) hours a day, on foot or motor vehicle, including trucks, and for the installation and maintenance of utility wires, cables, conduits, and pipes over, under, or along a twenty-foot-wide right-of-way and easement extending from the nearest public right-of-way Teal Lake Road to the Premises. LESSOR agrees to execute without delay any easement documents as may be required by any utility company in connection with LESSEE's use of the Premises. The Premises, right-of-way, and 3 0LP.002 • 9/1/93 7 easement for ingress, egress, and utilities are described herein in Exhibit A. 9. Extension Terms. LESSEE shall have the right to extend the term of this Lease for up to four (4) additional consecutive five-(5) year periods and, at the end of the fourth five-year extension, for a further period of one (1) year, and for annual periods thereafter. Notice of the exercise of the right to extend the term may be given by LESSEE to LESSOR in writing at least six (6) months before the end of each such period. Notwithstanding the foregoing, this Lease may be terminated during any of the one-year renewal periods by either party giving notice to the other at least six (6) months before the end of such period. 10. Rent. During the initial lease term LESSEE shall pay an annual rental of _ to be paid in equal monthly installments on the first day of each month, in advance, to pone Resources or to such other person, firm, or place as LESSOR may, from time to time, designate in writing at least thirty (30) days before any rental payment date. 11. Extension Rental Amount. The annual rental for the first five-year extension term shall continue to be paid in monthly installments and shall be increased to MIIIIIMIONIN the annual rental for the second five-year extension term shall be increased to the annual rental for the third five-year extension term shall be increased to - and the annual rental for the fourth five-year extension term shall be increased to dm. During any one-year extension following the fourth five-year extension, the annual rental shall be and shall continue to be paid in equal monthly installments. 4 OLAO02 9/1/93 4 . . 12. I,ESSEE's Usg. LESSEE shall use the Premises for the purpose of constructing, maintaining, and operating a communications facility and uses incidental thereto (the "Facility") consisting of an equipment shelter together with an antenna structure and necessary connecting appurtenances sufficient to be a fully operable Facility in its intended licensed communications coverage areas. The antenna structure shall not exceed 200 feet in height. The contents of the equipment shelter may include, without limitation, radio transmission and computer equipment, and emergency battery and generator equipment. A security fence consisting of chain link or comparable construction may be placed around any improvements constructed on the Premises by LESSEE. All improvements shall be at LESSEE'S expense. LESSEE shall maintain the Premises in reasonable condition. 13. Governmental Approvals. It is understood and agreed that LESSEE's ability to use the Premises is contingent upon its obtaining and maintaining all the certificates, permits, and other approvals that may be required by any federal, state, or local authorities. LESSOR shall cooperate with LESSEE in its efforts to obtain such approvals and shall take no action which would adversely affect the status of the Premises with respect to the proposed use thereof by LESSEE. In the event that any of such applications should be rejected or any certificate, permit, license, or approval issued to LESSEE is canceled, expires, lapses, or is otherwise withdrawn or terminated by any , governmental authority so that LESSEE,* in its sole discretion, will be unable to use the Premises for its intended purposes, LESSEE shall have thh right to terminate~ this Lease. In addition, LESSEE will have the right to cancel this Lease at any time on not less than thirty (30) days prior notice to LESSOR ("Lessee's Notice") . If LESSEE exercises its right to - r terminate this Lease, LESSEE shall pay to LESSOR an amount equal to three (3) months rent applicable to the year in which LESSEE's Notice is given (the "Termination Payment") . Upon LESSEE's 5 0LA002 • 9/1/93 • i _ compliance with the terms of this section, LESSEE's payment of all amounts owed to LESSOR under the Lease, and LESSEE's compliance with the provisions of the Lease regarding surrender of the Premises, the Lease will terminate as of the date set forth in LESSEE's Notice, and neither LESSOR nor LESSEE will have any further rights or obligations under the Lease except with respect to those matters in the Lease which expressly survive a termination of the Lease. Such termination payment shall be due at the time of termination of the Lease. All rentals paid for the lease of the Premises to said termination date shall be retained by LESSOR. Upon such termination, this Lease shall become null and void and all the parties shall have no further obligations, including the payment of money to each other. A 14. Indemnification. LESSEE shall protect, defend, indemnify and hold LESSOR harmless against any claim or liability or loss from personal injury or property damage caused by the - LESSEE, its servants or agents. LESSEE is responsible for maintenance and security in the area immediately surrounding the Premises which shall include but is not limited to providing adequate warning to passerby. LESSOR is in no way responsible for damage, regardless of cause, to Premises, unless caused by the sole negligence of LESSOR its employees, agents, or servants. 15. Insurance. LESSEE agrees to procure public liability insurance for claims for personal injury or death and property damage with limits of not less than 1111111101101, primary and umbrella liability insurance. LESSEE shall provide a certificate of insurance to LESSOR listing LESSOR as an additional insured under these policies. LESSEE may satisfy this obligation through a program of self-insurance. 16. Utilities and Taxes. LESSEE will be responsible for all utilities required by its use of the Premises. LESSEE may at any time arrange to have its utilities separately metered or will pay its proportionate share of utilities furnished by LESSOR. 6 OLA002 9/1/93 I s i LESSEE shall pay any personal property taxes assessed on, or any portion of such taxes attributable to, LESSEE's facility. LESSOR shall pay when due all real property taxes and all other fees and assessments attributable to the Premises. However, LESSEE shall pay, as additional Rent, any increase in real property taxes levied against the Premises (excluding any additional taxes that relate to the period prior to the Commencement Date, i.e., roll-back taxes) which is directly attributable to LESSEE's use of the Premises, and LESSOR agrees to furnish proof of such increase to LESSEE. 17. Termination. LESSEE shall', no later than sixty (60) days after the termination of this Agreement, remove its personal property and fixtures and restore the Premises to its original condition, reasonable wear and tear excepted. If time for removal causes LESSEE to remain en the Premises after termination of this Lease, LESSEE shall pay rent at the then existing monthly rate or the existing monthly pro-rata basis if based on a longer payment term, until such time as the removal of the personal property and fixtures is completed. At LESSOR's option, which shall be exercised by written notice to the LESSEE no later than sixty (60) days prior to the termination of this Lease, LESSEE will leave the foundation and security fence which shall become the property of LESSOR. 18. Title and Oujet Enjoyment. LESSOR represents and warrants to LESSEE that (a) LESSOR has full right, power, and authority to execute this Agreement; '(b) LESSOR has good and marketable title to the Premises free and clear of any liens or mortgages except as set forth in Exhibit "C" attached hereto and incorporated herein by this reference; (c) the Premises constitute a legal lot that may be leased without the need for any subdivision or platting approval; and (d) there is direct legal ingress and egress to the Premises for vehicles and pedestrians from a public right of way. LESSOR further covenants that LESSEE shall have quiet enjoyment of the Premises during the term of this Agreement and any renewal thereof. For any 7 OLA0c2 • 9/1/93 • ! 411 411 encumbrance reflected in Exhibit "C", LESSOR will promptly obtain from such encumbering entity a non-disturbance agreement stating that, so long as LESSEE is not in default hereunder this Agreement will continue in full force and effect. LESSEE acknowledges that LESSOR's current use of the Property is tree farming and a water tank site, which shall not be considered a disturbance to LESSEE's operations. 19. Environmental Matters: (a) LESSEE will be solely responsible for and will defend, indemnify and hold LESSOR, its agents, and employees harmless from and against any and all direct claims, costs, and liabilities, including attorney's fees and costs, arising out of ` or in connection with the cleanup or restoration of the Property v associated with the LESSEE's use of Hazardous Materials. 1 (b) LESSOR will be solely responsible for and will defend, indemnify, and hold LESSEE, its agents, and employees harmless from and against any and all direct claims, costs, and liabilities, including attorney's fees and costs, arising out of or in connection with the removal, cleanup, or restoration of the Property with respect to Hazardous Materials from any and all sources other than those Hazardous Materials introduced to the Property by LESSEE. (c) "Hazardous Materials" means asbestos or any hazardous substance, waste or materials as defined in any federal, state, or local environmental or safety law or regulation including, but not limited to, CERCLA. 20. Successors and Assigns. This Agreement shall run with the Property and shall be binding on and inure to the benefit of the parties, their respective successors, personal representatives and assigns. 21. Complete Aoreejuent. It is hereby mutually agreed and understood that this Agreement contains all agreements, promises, and understandings between LESSOR and LESSEE and that no other agreements, promises, or understandings shall or will be binding upon either LESSOR or LESSEE in any dispute, controversy, or B OLA002 9/1/93 proceeding at law, and any addition, variation, or modification to this Agreement shall be void and ineffective unless in writing and signed by the parties hereto. 22. !Applicable Law. This Agreement and the performance thereof shall be governed, interpreted, construed, and regulated by the laws of the state in which the Premises is located. 23. Attorney's Fees. In any action is brought to enforce the terms of this Agreement, the prevailing party shall be entitled to recover from the party not prevailing its reasonable attorney's fees and other reasonable costs incurred in enforcing this Agreement, including costs incurred on appeal. 24. Waiver of Jury. LESSOR and LESSEE each hereby waive trial by jury in any action, proceeding or counterclaim brought by either against the other on any matter arising out of or in any way related to this Agreement, the relationship of LESSOR and LESSEE, LESSEE's use or occupancy of the Premises or any claim of injury or damage or any statutory remedy. 25. Notices. All notices, request, demands, and other communications under this Agreement shall be in writing, and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or -on the third day after postmarked if mailed to the party to whom notice is to be given, by first-class mail, registered-'or certified, return receipt requested, postage prepaid, and properly addressed as follows: To LESSEE: Washington RSA No. 1 Limited Partnership c/o U S WEST NewVector Group, Inc. P.O. Box 91211 Bellevue, WA 98009-9211 OR 3350 - 161st Avenue Southeast Bellevue, WA 98008-1329 Attn: Real Estate Department Telephone: (206) 747-4900 To LESSOR: Pope Resources P.O. Box 1780 Poulsbo, WA 98370 Attn: Joe Michelson Telephone: 206-697-6626 9 OLA002 9/1/93 ilk Any party may change its address for purposes of this paragraph by giving the other party written notice of the new address in the manner set forth above. 26. LESSEE may sublet space at the facility upon written approval from LESSOR, which shall not be unreasonably withheld. Should LESSOR approve said sublet then LESSEE shall pay to LESSOR thirty (30) percent of the revenues generated from said sublet, in addition to the existing monthly rental. IN WITNESS WHEREOF, the parties hereto have set their hand and affixed their respective seals the day and year first above written. LESSOR: Pope Resources, a Delaware Limited Partnership BY: Pope MGP, Inc. Its: anaging General Partner A BY: i George Folquet Its: Chief Executive Officer or Taxpayer I Date: :447/T�1-�J LESSEE: Washington RSA No. 1 Limited By: U S WEST NewVector Group, Inc. General Pa r By: ! - i Its: AVM , m'. o . MR -• .. W49- Date: 3-11 — 10 OLAOO2 • 9/1/93 • - ! WAI PtLudlow 1 ADDENDUM TO OPTION AND LEASE AGREEMENT This Addendum is made hereof and attached hereto that part Option and Lease Agreement between Pope Resources,a Delaware Limited Partnership('Lessor")and WA RSA No. I Limited Partnership, ("Lessee")dated October 11, 1993. • Whereas the Lessee name and identity on page 1,paragraph 1,lines 3 and 4 shall read as follows: San Juan Cellular Limited Partnership,('Lessee"). Whereas the Lessee name on page 9,Section 25. 'Notices",shall read as follows: San Juan Cellular Limited Partnership,do U S WEST NcwVcctor Group,Inc. Whereas the I -esex name on page 1.0,shall read as follows: Lessee:San Juan Cellular Limited Partnership By:U S WEST NewVector Group,Inc.,as General Partner All other terms and conditions of this Option and Lease Agreement shall remain in effect and unchanged. Lessor: Pope Resources, A Delaware Limited Partnership By:Pope MGP,Inc. By:�4 64 L c t7 Its: C Date: t/2-//41 I es.: San Juan Cellular Limited Partnership,by US West NewVector Group,Inc., as General Partn By: 41-0".414.4-4\1\1:14 Date: — • • • • • • PARTNERSHIP ACKNOWLEDGMENT • STATE OF 1 155. COUNTY OF O � this iav of 4 19061 me personally appeared �z .` . tom known to be the h, . - of iI, �. :r ✓ it ; . the genera partner of 07, the partnership that executed the within and foregoing instrument, a �acknowfedged said instrument to be the free and voluntay!act�and deed of said partnership, for the uses and purposes therein mentioned, and on oath stated that '-u--!,as authorized to execute said instrument and that the seal affixed, if any, is the seal of said partnership. IN WITNESS WHEREOF. I have hereunto set my hand and affixed my official seal the day and year first above written. L/? Notary Public ut td for le e o residing at iLi ' 'Ay appointment expires: -7 A , 7 141/ P. 4 -�,- PARTNERSHIP ACKNOWLEDGMENT STATE OF I COUNTY OF I On this Iav of 19 . before me personally appeared , to me known to be the of . the general partner of the partnership that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said partnership, for the uses and purposes therein mentioned, and on oath stated that .'.as authorized to execute said instrument and that the seal affixed. if any, is the seat of said partnership. 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 nl residing at --°— My appointment exntres: • • • 1 1 • JJ CORPORATE ACKNOWLEDGMENT STATE OF UJ P _ . _... I —_V 1ss. I COUNTY OF ) �� On this 1 day of 1 , ` , 1914, beta : me per:.. a are• _ • ! �t QLCi.rw} _ -� to me known to be the t�• ---- _of U S (.U$`- -1- __• � eati��N. • _ , the corporation that executed the within and foregoing instrument, _. and acknowledged 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_ was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. 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 residing at My appointment expires: PARTNERSHIP ACKNOWLEDGMENT STATE OF -Z%J-- I Iss. COUNTY OF �t I On this 2. 1 day of , 19_4'before me personally appeared .eeorsR- f/- Fc,/e>. ..¢-.t , to me known to be the fi,?C � v�✓zY.z ti_ G%. _ -.of _��%_ ,lf6P, , nc• -_ , the genera partner of igiPG Ria.3o.rezt_S the partnership that executed the within and foregoing instrument and acknowledged said instrument to be the free and voluntary act and deed of said partnership, for the uses and purposes therein mentioned, and on i oath stated that was authorized to execute said instrument and that the seal affixed, if any, is the j seal of said partnership. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year t first above written. 1 .-a/ A-.--- Notary Public ' and the State of 1.),1 1.),1 residing at ''2L/ — -_ My appointment pires: �..� '/ys • III • . i 1 v U i O ExHo3i-r "IV" I WM., t''kL vdtos.-) I ,•...iS 1-- _ 5W'1y of `etc `Z2 T7, ' Wss�: civi. • Q p . ill t • ', t O t `ti B I t .. r___ t t . , � a s .,/ , ,,,, , 1.10.1.-r 1...1......ki.0.e_ I t + © i ® {3 1 I t ' fi) c I + I I If -- -- t 1 --1 t t t t -- / I t + ® + o` 4 - ---- o S 4 I 1 BAIMA & HOLMBERG INC. S�t3Pl;... `► 0`was 1 %E. 5 X994 I �4R . „,a WA1 PORT LUDLOW �' 1` X04 1�'� y 00 I 133 EOM 6GOtx'T41� ��0 ECfS1VP std LEGAL DESCRIPTION aL�At� OS *EXPIRES TOTAL PARCEL THE SOUTHWEST QUARTER OF SECTION 22, TOWNSHIP 28 NORTH, RANGE 1 EAST W.M. , IN JEFFERSON COUNTY, WASHINGTON. SITE ACCESS EASEMENT A 20 FOOT WIDE STRIP OF LAND IN A PORTION OF THE SOUTHEAST QUARTER OF SECTION 21 , TOWNSHIP 28 NORTH, RANGE 1 EAST W.M. , IN JEFFERSON COUNTY, WASHINGTON, LYING 10 FEET ON EITHER SIDE OF THE FOLLOWING DESCRIBED CENTERLINE; COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 21; THENCE S0O°10 '21"E, ALONG THE EAST LINE OF SAID SOUTHEAST QUARTER, 874.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE N59°24'05"W, 177 FEET, MORE OR LESS, TO THE INTERSECTION WITH WATSON ROAD AND THE TERMINUS OF THIS ACCESS EASEMENT; AND A 20 FOOT WIDE STRIP OF LAND IN A PORTION OF THE SOUTHWEST QUARTER OF SECTION 22, TOWNSHIP 28 NORTH, RANGE 1 EAST W.M. , IN JEFFERSON COUNTY, WASHINGTON, LYING 10 FEET ON EITHER SIDE OF THE FOLLOWING DESCRIBED CENTERLINE; COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 22; THENCE S00°10'21"E, ALONG THE WEST LINE OF SAID SOUTHWEST QUARTER, 874.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE S59°24'05"E, 102.07 FEET; THENCE S63°21 '12"E 140.69 FEET; THENCE N42°09'47"E, 23.90 FEET TO THE TERMINUS OF THIS ACCESS EASEMENT. SITE EASEMENT COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 22; THENCE SO0°10'21"E, ALONG THE WEST LINE OF SAID SOUTHWEST QUARTER, 874.00 FEET; THENCE 859°24'05"E, 102.07 FEET; THENCE S63°21 '12"E, 140.69 FEET; THENCE N42°09'47"E, 23.90 FEET TO THE TRUE POINT OF BEGINNING; THENCE N47°50'13"W, 40 FEET; THENCE N42°09'47"E, 60.00 FEET; THENCE S47°50'13"E, 50.00 FEET; THENCE S42°09'47"W, 60.00 FEET; THENCE N47°50'13"W, 10.00 FEET TO THE TRUE POINT OF BEGINNING. 705-86E/4.14.94 . 100 FRONT STREET SOUTH • ISSAQUAH • WASHINGTON • 98027-3817 • (206)392-0250 • FAX(206)391-3055 6r'1p ? Ayf eoterv- 74,..r 4 411 OLL • . ? • AtttK2#15 `•'te STY' LIMITED PARTNERSHIP ACREIIIE iT OF POPE RESOURCES, (s"i 5 Delaware Limited Partnership This Limited Partnership Agreement (the"Agreement"):dated as of November :. 1985.is made and entered into by and between Pope MCP, Inc_ a Delaware corporation. as Managing General Partner and as Original Limited Partner, and Pope ECP, Inc_ a Delaware corporation. as Equity 4 General Partner, and all other parties who shall become Partners of this Limited Partnership as ihereinafter provided. In consideration of the mutual covenants and promises herein,the parties hereby form a Limited Partnership under The Delaware Revised Uniform Limited Partnership Act upon the following terms and conditions: :t - :i ARTICLE 1 i DEFINITIONS { When used in this Agreement the following terms shall have the meanings set forth below except as otherwise specifically modlleth # LI "Additional Limited Partner" means a Person admitted to the Partnership as an additional Limited Partaer.panuant to Article 13 hereof 1.2 "Alellate'means any Person that directly or indirectly con-trols.is controlled by.or is under common control with the Person In question. .. o 0 L3 "Agreement" means this limited partnership agreement as the same may be amended from N I S.W time to time. .1 - o c*� :r z 7, 1.4 "Allocable Share," of a Partner or Assignee. at any particular time. means the percentage __, r-4 ? o which the number of Units owned by such Partner or Assignee is of the total Units of all Partners and i W Assignees at such time. 0 � ` w " t.3 "Assignee" means a Person to whom one or more Limited Partners' Units have been Gtransferred as provided in Article 7.1 hereof,or to whom one or more Units have been transferred by a Substituted or Additional Limited Partner and who has applied to become a Substituted Limited :* ' Partner as set forth in Articles-14 and lS or to whom a Depositary Receipt has been transferred on the C . a books of the Depositary as provided in Section 14.3 hereof. and who has not become a Substituted Limited Partner. 1.6 "Capital Contribution"or"Partnership Capital" mew the total amount contributed to the • capital of the Partnership by the General Partners, the Original Limited Partner.Substituted Limited Partners or Assignees or by Additional Limited Partners. 1.7 "Certificate" means a non-transferable certificate. substantially in the Conn of Exhibit A attached hereto,evidencing ownership of one or more Units. K it 1.8 "Certificate of Limited Partnership" means the certificate of limited partnership filed I pursuant to the Delaware Act or any successor statute.as the same may be amended from time to time. 1.9 "Code"mew the Internal Revenue Code of 1934.as amended from time to time. 1.10 "Company"mesas Pope at Talbot. Inc.,a Delaware Corporation. 1.11 "Delaware Act" means The Delaware Revised Uniform Limited Partnership Act. as ' amended and in effect from time to time. 1 1.12 "Depositary"mesas Newhall Depositary Company in its qty as depositary or any other Person appointed to serve as depositary. or any successor as Depositary under the Depositary Agreement :k l �I III . • II r 411 shall have the power and authority to appoint Partnership officers and employees as the General s err Partners deem necessary or appropriate.Nothing herein shall prevent any officer.director.stockholder art or employee of a General Partner or of the Partnership from becoming an Assignee or a Limited • Air Partner. whereupon that Person shall be entitled to all rights and shall be subject to all obligations 4 relating to such Units and shall as to such Units be deemed an Assignee or a Limited Partner. as s of applicable. - -nt 12 Management Power. The Managing General Partner shall have exclusive discretion in the wed management and control of the business of the Partnership, shall make all decisions affecting the ni business of the Partnership, shall act as tax matters partner for the Partnership and may take such actions an it deems necessary or appropriate to accomplish the purposes of the Partnership as set forth tiaa herein.The Managing General Partner shall be Pope MG?.Inc.("MCP").a Delaware corporation and ;hi; any successor to MCP which becomes Managing General Partner of the Partnership pursuant to this era Agreement If there is no successor to MGP which become,Managing General Partner pursuant to this 3 Agreement.then the Equity General Partner shall be Managing Cesnera!Partner until a meeting of the Partners can be convened to elect a Person to serve as Managing General Partner hereunder. When raj such election takes effect the Equity General Partner shall cease to serve as Managing General the` Partner. The Equity General Partner shall be Pop..ECP, Inc. ("ECP"). a Delaware corporation. and vet any successor to ECP which becomes Equity General Partner pursuant to this Agreement The g of purposes of the Equity Genera Partner as a General Partner hereunder shall be solely to continue the dog business of the Partnership and to serve as Managing General Partner until an election is held in the A' event there Is no successor Managing General Partner pursuant to this Agreement and.together with • t for` the Managing General Partner,to initially have and to maintain sufficient assets in order to ensure,to stri the extent possible, that the Partnership will be treated as a partnership. rather than an association We: taxable as a corporation for federal incom purposes. i tax pposes. Arl e of 13 Powers of the Managing General Partner. Subject to Sections 6.$ and 84. in connection , led with such management and control.the Managing General Partner shall have the power and authority t is' to do or cause to be done any and all arts Flossed by the Managing General Partner to be necessary or appropriate to early out the purposes of the Partnership including, but not limited to. causing the it Partnership to contribute some or all of the properties of the Partnership to as operating partnership Of in order to minimize state recording problems. The power and authority of the Managing General inn Partner shall be liberally construed to encompass all acts and activities in which a partnership may be engage.Any Person dealing with the Managing General Partner shall not be required to determine or hips . inquire into the authority and power of the Managing General Partner to bind the Partnership and to the: execute.acknowledge and deliver any and all documents.The expression of any power or right of the her eal Managing General Partner in this Agreement shall not limit or exclude any other power or right which is not specifically or expressly set forth in this Agreement ion• raj; 3.4 Liability of General l Partners. The General Partners shall be liable to the Partnership for nil. gross negligence or willful misconduct but neither the General Partners nor their directors.officers.or and` stockholders nor the officers of the Partnership shall be liable to the Partnership or to Persons who Ited have acquired interests in the Units.whether as Assignees or otherwise.for errors in judgment or for 4 any acts or omissions that do not constitute gross negligence or willful misconduct In all transactions for or with the Partnership the General Partners shall act in good faith and in a manner which the General Partners believes to be in.or not opposed to.the best interests of the Partnership. 3.3 Similar Activities of Gaeral Partners. Subject to any policies adopted by the Partnership or the General Partners, the directors. officers and stockholders of the General Partners and the the Partnership oficers may.directly or indirectly(including,without limitation.through a Related Person arch or other entity in which any such Person holds an ownership interest),engage in any and all aspects of �� any business in which the Partnership is engaged or plans to engage, or any other businesses and .1 activities.whether competitive with the Partnership or otherwise. for their own account and for the an account of others.without having or incurring any obligation to offer any interest in such properties. ten businesses or activities to the Partnership or Assignee. and nothing herein contained 3 • • . • . . LN WITNESS WHEREOF.the undersigned have executed this Agreement at of the day and yea ' i • Silt written above. MANAGING GENERAL PARTNER: 'J POP MCP. INC. B y , M44 , George Folquet. Chief Ex utive Officer j EQUITY GENERAL PARTNER: .A POPE ECP. INC. t; By I Peter T. Pope. President 4 ORIGINAL LIMITED PARTNER: . POPE MGP. INC. _ ' Br . Georg Folquet. f Chief Et tive Officer 4 7 1,1 :T Cl i J t M J • • • . •• 3511301n3 r I OC1 ah rot CERTIrICATE 01' LIMITED PARTUNR8111P ,N hri•r Kt •. e,f• , :•i: a!:a.:r . ..,I1 V.1111':1w•nm • j . . • f� T1115 CERTIFICATE, signed and .warn on this day ul Octr.l,or, 19Y5, Ly the undersigned persons* wITNrssetn TNATt The undone+quad, Pape MOP, Inc., and Pope SCR, Inc. . do herr.) form A limited partnership pursuant to th., Rosined Itntiur•a L1:n1tnd Partnership Act of the State of Lelawaro, . . followat 1. The name of the partnership I. Pops isaouress. A 16.1.,.... - 17r4 IM! 1'aee ..•,,:alp ,lie- .,p.erte,.•r,ttIp..1. :. The name sad ada:ress of the Psctnership's raltnrru,l Ap.it and ra7latered office In Detavtr• la tncurpuratla$ Srrvt.r,. t -.i, , 410 '-'uth State Street, Dover, Delaware In the county ut Vent. 3. The Gonerai Partners oral ti. it business addreaeoe are, Pope MCP, Ins. 755 Winslow Way Cast Bainbridge island. Washington 98110 Pops EGP, Inc. 755 Winslow Way East Bainbridge Inland, Washington 98110 • • u• • • IN WITNESS WHEREOF, ptrttea hereto have worcutod tht'a Certificate of Lowitted.Partnerehip as of the data first above written. • G NEkAt. PARTNERS' ATTUTt POPS NOP, INC. ' My' J7 Gorge . teLQttst . Chlsl inecutive O ticer ATTtlTt POPE t:G? INC. • . bys Adolphus Andrews, Jr., Secretary • i . -••1'. '4.' -- ! i • . Itc_.__ . State of DELAWARE Office of SECRETARY OF STATE I,Michael Harkins,Secretary of State of the State of Delaware, do hereby certify that the attached is a true and correct copy of Certificate of _ Limited Partnership filed in this office on October 28, 1985 nr ty ■ VJ II ! �i M U r.,Harlem*.SK•H•ry Of SW. •• ; BY: L,'• Cc. ,r¢:.. . went November 18, 1985 • -- • : J • • w- .• fr. l; a ,te State 1, of DELAWARE 1 Office of SECRETARY OF STATE Vii. .— Michael Harkins:Ye p5° 64m ,5fatm .4 liciiimeeitsicce.* that the Certificate of Limited Partnership of the "POPE RESOURCES, .rte A DELAWARE LIMITED PA•nnRSHIP", vas received and filed in this office the tventy-eightt i -,J day of October. A.D. 1943, at 9 o'clock A.R. j T,,•�:- And I do hereby further certify that the Limited Partnership is duly formed I F -` under the lave of the State of Delaware and is La good standing and has a legal existent -{ ., ,; so far as the records of this office ahoy and is duly authorised to transact business. I i T . T--cif I -L / _ yy;: In Testimony Whereof, .3 Ae.eewt� see .rt�r. �4a td ` _'-' and ••••�•L.i&a4 aL also.dies. fifth dal, ' � �Q (D ' c/ Peeeeber / 'Zee df.Oafaaw'taw. .i arum /Litz-iw.ne.e and eiehrr—five_ -i L y _ Method Mar.lu ..ry. -,s, i - .ae.Ire • 4 .. .