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MASTER DECLARATION OF
<br />COVENANTS, CONDITIONS AND RESTRICTIONS
<br />FOR RIVERFRONT
<br />THIS MASTER DECLARATION OF COVENANTS, CONDITIONS AND Rl--F;STRICTIONS
<br />(this "Master Declaration") is made this day of.49,; ' t > , 202("Effective Date"), by and
<br />among Riverfront Phase 1 LLC, a Washington limited liability company ("Declarant") and the following
<br />affiliates: Riverfront Grocer LLC, a Washington limited liability company; Riverfront Theater LLC, a
<br />Washington limited liability company; Rh erfront Phase 2 LLC, a Washington limited liability company;
<br />Riverfront Phase 3 LLC, a Washington limited liability company; Riverfront Commercial Investment,
<br />LLC , a Washington limited liabihty company; and Riverfront Phase 4 LLC, a Washington limited liability
<br />company (each an "Affiliate" and collectively the ` Affiliates").
<br />A. Declarant is the owner of the property described as Lots 6, 9, and 10 of City of Everett
<br />Boundar} Line Adjustment No BLA20-008, recorded under Snohomish County Recording Number
<br />202011245001 on November 24, 2020 (the "Declarant Property"). The Declarant Property, together with
<br />the Affiliate Property, as defined herein, are legally described on Exhibit A attached hereto, and the
<br />Affiliates are the owners of the property identified on Exhibit B (the "Affiliate Property' ). The Declarant
<br />Property, the Affiliate Property and any additional property that may subsequently be submitted to this
<br />Master Declaration pursuant to its terns and provisions, including Section 2 3, are collectively referred to
<br />herein as the "Property." The Property, and the lots comprising same, as constituted on the I-ffective Date
<br />of this Master Declaration, are depicted on the Site Plan, as defined below, contained in Exhibit C. In the
<br />event of conflict between Exhibit A, and Exhibit C, Exhibit A. shall control. the exhibits attached and
<br />referred to in this Master Declaration are hereby incorporated herein by reference Each of the maps
<br />attached hereto as exhibits are attached for the convenience of the parties only. Any discrepancies between
<br />the legal descriptions and the maps attached hereto shall be resolved in favor of the legal descriptions.
<br />B. Declarant owns Declarant Property. Affiliates consent to this Master Declaration below,
<br />with respect to the Affiliate Properties.
<br />C. The Property is within the Riverfront Planned Development Project and is subject to the
<br />Development Agreement among the City of Everett (the "City"), OM Everett, Inc., and OMB Transfer
<br />Agent, LLC, dated June 2 2009, as amended by that certain First Amendment dated April 3, 2014, that
<br />certain Second Amendment dated May 17, 2019, and as further amended by that certain Addendum to
<br />Second Amendment dated May 4, 2021 (as amended and assigned, the "Development Agreement").
<br />D. Property has been subject of a detailed environmental characterization and remedial action
<br />under the Washington Model Toxics Control Act and is subject to a final court -approved Consent Decree
<br />entered into between the City and the Washington State Department of Ecology ("DOE") dated April 2,
<br />2001, as amended (the "Consent Decree") which sets forth certain conditions and requirements imposed to
<br />protect public health, the environment and the integrity of the remedial actions that have been taken on
<br />portions of the Property. Subject to the provisions of the LETA (defined below), each of the Members., and.
<br />not the Master Association, shall be responsible for satisfying, and complying with, the conditions and
<br />requirements of the Consent Decree with respect to the Lot owned by such Member. The Property is also
<br />subject to a Landfill and Environmental Indemnification Agreement with the City, dated as of April 30,
<br />2008 ("LEIA"). The Declarant and the Affiliates have assumed obligations under the LEIA as set forth
<br />in the Landfill Assignment and Assumption Agreement dated as of August 1, 2013 and recorded under
<br />Snohomish County recording number 201311180486 and as set forth in the Assignment and Assumption
<br />Agreement dated as of December 20, 2019 and recorded under Snohomish County recording number
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