Garage Space                          

Moorage Space              

       LICENSE AGREEMENT

            This License Agreement (“Agreement”) is entered into this           day of                  ,             , by West Hayden Island Moorage Owners Association, an Oregon Nonprofit Corporation (“Association”) and                                               (“Licensee”).

RECITALS

The Association is the fee title holder of certain real property located at 2630 N. Hayden Island Drive, City of Portland, Multnomah County, Oregon, more particularly described in the attached Exhibit “A” (the “Upland”). The Association is also the lessee under Submerged and Submersible Land Lease No. ML-5951 from the State of Oregon, acting by and through the Division of State Lands (“State Lease”) for property located in the North Portland Harbor of the Columbia River adjacent to the Upland.

The Association is the owner of a floating home moorage facility on the Upland and the portion of the river included within the State Lease, which facility is known as West Hayden Island Moorage (the “Moorage”). The Moorage and this Agreement are subject to the Declaration of Covenants, Conditions, Restrictions, and Easements for West Hayden Island Moorage (the “Declaration”) recorded in the deed records of Multnomah County on August 1, 1997, as Fee No. 97116861.

The Association has entered into a Moorage Space Sublease with Licensee for a term coextensive with the term of the State Lease.  The Association desires to provide Licensee with a right to use a Garage Space on the Upland.  Such Garage Space is a common facility owned by the Association.

            IT IS AGREED:

1. License.  The Association hereby grants a license (“License”) to Licensee permitting Licensee to use Garage Space number                  (the “Garage Space”) as shown on the map attached hereto as Exhibit “B” for the parking of a passenger vehicle, boat trailer and such other materials as are permitted by the Declaration.

2. Restrictions on Use.  In connection with the use of the Garage Space, Licensee shall:

a. Conform to all rules and regulations promulgated by the Association well as the Declaration, Bylaws, and all other applicable laws, regulations and ordinances, including, without limitation, all environmental or hazardous substance laws, regulations or ordinances.

b. Be permitted to store of a reasonable number of common household and personal materials if done so in a neat and orderly fashion. From time to time, the Garage Space may be used by a Licensee as a personal shop, but no commercial or business activity may be conducted from any Garage Space.  No more than one (1) major electrical appliance, such a deep freeze or refrigerator/freezer may be operated in a Garage Space.  No garage space door may remain open except for immediate loading and unloading, entrance and exit.  The Garage Space shall be kept clean and free from trash, rubbish and all environmental and fire hazards.

c. Refrain from any activity that would make it impossible to insure the Upland or any Common Facility located thereon against casualty or that would increase the insurance premiums payable with respect thereto.

d. Refrain from any use that would be offensive to other licensees, Associations of neighboring premises or that would tend to create a nuisance or damage to the reputation of Association, or the Moorage.

3. Indemnification.  Licensee shall indemnify and hold harmless the Association, and other licensees from any costs, damages, injuries to person or property or liability arising out of or connected with the use of the Garage Space by Licensee, its tenants, or guests and Licensee shall carry adequate liability insurance for this purpose, in accordance with the Declaration, Bylaws, and Rules and Regulations.

4. Termination.  If Licensee should fail to perform any of its obligations under this Agreement, then the Association may terminate this License upon thirty (30) days written notice without any further liability to the Association. Whether or not this License is terminated by the election of the Association or otherwise, the Association shall be entitled, in addition to all other rights and remedies provided by law or elsewhere in this Agreement, to recover damages from Licensee for the default, and the Association may reenter, take possession of the Garage Space, and remove any persons or property by legal action or by self-help with the use of reasonable force and without liability for damages. This License shall terminate automatically upon the sale or other termination of Licensee’s Sublease of a Moorage Space in the Moorage.

5. Vacation.  Upon the expiration or termination of this License, Licensee shall remove all property from the Garage Space at Licensee’s sole cost and expense.

6. Attorneys’ Fees.  If suit or action is commenced to enforce any of the terms or provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorneys’ fees in such suit or action and in any appeal there from.

7. Binding Effect.  This License shall be deemed a covenant running with the land and shall be binding upon the parties hereto, their successors and assigns and, in the case of Licensee, his personal representatives, heirs and devisees.

8. Applicable Law.  This Agreement shall be interpreted, applied and enforced in accordance with the laws of the State of Oregon.

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For:

WEST HAYDEN ISLAND MOORAGE OWNERS ASSOCIATION,

An Oregon Nonprofit Corporation

Signed:                                                                                               

Print:                                                                          

Title:                                    

[LICENSEE]

Signed:                                                                                               

Print:                                                                         

Signed:                                                                                               

Print:                                                                         

WHIMOA MOORAGE SPACE DEED OF SUBLEASE – SLIP ___

 

West Hayden Island Moorage Association (WHIMOA) is the lessee of certain leased premises as described in the Submerged and Submersible Land Lease #ML-5951 and is entitled by article 16.2.1 of that Lease to sublease portions of the Lessee’s interest in the leased premises.

This document establishes a sublease between WHIMOA and:

____________________________________________        of

____________________________________________        (address)

____________________________________________

for Slip # ___ at West Hayden Island Moorage.

__________________________________________ is hereby a member of West Hayden Island Moorage Association with all the rights and responsibilities outlined in the Bylaws and the Declaration.

This sublease shall expire upon sale and WHIMOA shall establish a new Deed of Sublease with the future purchaser.

_____________________

Date

___________________________________________

Member

 

____________________________________________

WHIMOA Board of Director’s Representative

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DECLARATION OF COVENANTS, CONDITIONS, PRIVATE
RESTRICTIONS, AND EASEMENTS FOR
WEST HAYDEN ISLAND MOORAGE

This Declaration of Covenants, Conditions, Restrictions, and Easements for West Hayden Island Moorage is made this ______ day of _________________, 1997, by Hayden Island Associates of Oregon, L.L.C., an Oregon limited liability company (“Declarant”).

RECITALS

Declarant is the owner of certain real property located at 2630 N. Hayden Island Drive, City of Portland, Multnomah County, Oregon, more particularly described in the attached Exhibit “A” (the “Upland”).  Declarant is also the lessee under Submerged and Submersible Land Lease No. ML-5951 from the State of Oregon, acting by and through the Division of State Lands (“State Lease”) for property located in the North Portland Harbor of the Columbia River adjacent to the Upland.

Declarant has developed a houseboat moorage facility on the Upland and the portion of the river included within the State Lease, which facility is known as West Hayden Island Moorage (the “Moorage”).

Declarant proposes to enter into moorage space subleases pursuant to which Declarant will lease to the leaseholders houseboat moorage spaces within the Moorage for terms coextensive with the term of the State Lease.  The Declarant also proposes to provide each leaseholder with a right to use a garage space on the Upland.  Such garage spaces and garage buildings will be common facilities owned by the association of leaseholders.  Upon ninety (90) days following the sale of all of the moorage spaces within the moorage (or earlier if Declarant so elects), Declarant will convey to an association of such leaseholders fee title in the Upland, subject to all encumbrances, covenants, conditions, restrictions, licenses, and easements of record existing at the time of conveyance.  Provided, however, the Upland shall be conveyed free and clear of all monetary encumbrances excepting those imposed pursuant to the Declaration of Covenants and Restrictions for Hayden Island Business Park and the State Lease.  Declarant has further agreed that each such leaseholder will be a member of such association, and that within ninety (90) days after the sale of all of the moorage spaces within the Moorage, Declarant will assign the State Lease and convey fee title to the Moorage dock facilities to such association.  Thereafter, the association of leaseholders shall perform all of the duties and obligations under the State Lease.

Declarant desires to subject the Moorage and all subleases of moorage spaces within the Moorage to the conditions, restrictions, easements, and charges set forth herein for the benefit of all leaseholders holding subleases therein.

NOW, THEREFORE, Declarant hereby declares that the Moorage shall be held, leased, sold, occupied and conveyed subject to the following covenants, restrictions, easements, and charges which shall run with such property and shall be binding upon all parties having or acquiring any right, title or interest in such property or any part thereof, and shall inure to the benefit of each owner or leaseholder thereof.

ARTICLE 1

DEFINITIONS

As used in this Declaration, the terms set forth below shall have the following meanings:

1.1 “Association“ means the nonprofit corporation to be formed to serve as the owners’ association as provided in Article 6 hereof and its successors and assigns.

1.2 “Architectural Review Committee“ means the committee appointed pursuant to Article 5 hereof.

1.3 “Common Facilities“ means those areas and facilities designated as such in Article 3 hereof.

1.4 “Declarant“ means Hayden Island Associates of Oregon, L.L.C., an Oregon limited liability company.1.5            “Garage Space“ means a space located in the garage buildings on the Upland.  Each owner of a moorage space is assigned a right to use a garage space pursuant to a license agreement.

1.6 ” Houseboat“ means a floating platform upon which is constructed a residential dwelling unit, including houseboats and houseboat/boat house combinations.

 1.7 “Live-Aboard“ means a boat or vessel which is intended to be propelled through the water by oars, sails, or other power device and has sleeping accommodations and other aspects of a dwelling unit.

1.8 “Moorage“ means West Hayden Island Moorage, including the Upland and the land within the State Lease, together with all Common Facilities and 56 moorage spaces.

1.9 “Moorage Space“ means a birth for mooring a Houseboat.  The Moorage Spaces within the Moorage are shown on the attached Exhibit “B”.

1.10 “Mortgage“ means a mortgage or a deed of trust; “mortgagee“ means a mortgagee or beneficiary of a deed of trust; and “mortgagor“ means a mortgagor or grantor of a deed of trust.

1.11 “Owner“ means the person or persons, holding a Moorage Space Deed of Sublease, but does not include a person occupying a Moorage Space pursuant to a rental agreement or a person holding only a security interest in a Moorage Space.  The rights, obligations, and other status of being an Owner commence upon the acquisition of a leasehold estate under a Sublease and terminate upon disposition of such leasehold estate, but termination of such leasehold estate shall not discharge an Owner from obligations incurred prior to termination.

1.12 “State Lease“ means the Submerged and Submersible Land Lease No. ML-5951 from the State of Oregon, acting by and through the Division of State Lands, to the Association. The State Lease is recorded in the Records of Multnomah County, Oregon, as Document No. 97116109.

1.13 “Sublease” or “Moorage Space Deed of Sublease“ means a sublease of a leasehold estate in a Moorage Space within the Moorage having a term substantially the same as the State Lease.

1.14 “This Declaration“ means all of the easements, covenants, restrictions, and other charges set forth herein, together with any rules or regulations promulgated hereunder as the same may be amended or supplemented from time to time in accordance with the provisions hereof.

ARTICLE 2

   PROPERTY SUBJECT TO THIS DECLARATION

Declarant hereby declares that the Moorage is owned and shall be owned, issued, conveyed, hypothecated, encumbered, used, and occupied subject to this Declaration.

ARTICLE 3

COMMON FACILITIES

3.1 Common Facilities Identified.  The Common Facilities consist of the following portions of the Moorage:

3.1.1 The Upland and driveway, monuments, security gates, landscape, fencing, Garages Spaces and buildings, and parking area located thereon.

3.1.2 The area leased under the State Lease, except for the Moorage Spaces.

3.1.3 The pilings, gates, floating ramps, walkways, docks, and utility and communication lines to the point of connection with a Houseboat.

3.1.4 All other portions of the Moorage in common use or for the common benefit of all.

3.2 Owner’s Easements of Enjoyment in Common Facilities.  Subject to the provisions of this Declaration and of the Subleases, every Owner and his family, tenants, guests, and invitees shall have a right and easement of enjoyment in and to the Common Facilities, which easement shall be appurtenant to and pass with the leasehold estates to each Moorage Space.

3.3 Title to Common Facilities and Assignment of State Lease.  Declarant has conveyed to the Association fee title to the Upland, assigned the State Lease to the Association, and conveyed the remainder of the Common Facilities to the Association, all subject to the Subleases, this Declaration, and all encumbrances, covenants, conditions, restrictions, licenses, and easements of record.  Provided, however, the Common Facilities shall be conveyed free and clear of all monetary encumbrances excepting those imposed pursuant to the Declaration of Covenants and Restrictions for Hayden Island Business Park and the State Lease.

3.4 Easements Reserved.

3.4.1 Declarant reserves to itself and grants to the Association for the benefit of Declarant, the Association, and all Owners of Moorage Spaces an easement covering all Moorage Spaces and Common Facilities for installation and maintenance of power, water, communication, and other utility services, and an easement for construction, maintenance, repair, and use of the Common Facilities.

3.4.2    Easements for encroachments into Moorage Spaces and the Common Facilities due to normal movements of the dock are hereby permitted.

3.5 Owner’s Right to Use Garage Spaces.  The Owner of each Moorage Space shall be granted the right to use a Garage Space as assigned to the owner by the Declarant or the Board of Directors pursuant to a license agreement.  Storage of materials or parking of trailers by Owners in other areas within the Upland is not permitted.  The use of such Garage Space shall be limited to the parking of vehicles and boat trailers.  The Garage Space may be used for the neat, orderly storage of a reasonable number of common household and personal materials.  From time to time, the Garage Space may be used by an Owner as a personal shop, but no commercial or business activity may be conducted from any Garage Space.  No more than one (1) major electrical appliance, such a deep freeze or refrigerator/freezer, may be operated in a Garage Space.  No Garage Space door may remain open except for immediate loading and unloading, entrance, and exit.  The Garage Space shall be kept clean and free from trash, rubbish and all environmental and fire hazards.  The Board of Directors may promulgate rules and regulations regarding the use of such Garage Spaces, the assignment thereof, and the storage of materials therein.

3.6 Condemnation of Common Facilities.  If all or any portion of the Common Facilities is taken for any public or quasi-public use under any statute, by right of eminent domain or by purchase in lieu of eminent domain, the entire award shall be received by and expended by the Board of Directors in a manner which in their discretion is in the best interest of the Association.  The Association shall represent the interest of all Owners in any negotiations, suit or action or settlement in connection with such matters.

3.7 Damage or Destruction of Common Facilities.  In the event any of the Common Facilities is damaged or destroyed by an Owner or any of his guests, occupants, tenants, licensees, agents or members of his family in a manner that would subject such Owner to liability for such damage under Oregon law, such Owner does hereby authorize the Association to repair such damage.  The Association shall repair the damage and restore the area in workmanlike manner as originally constituted or as may be modified or altered subsequently by the Association in the discretion of the Board of Directors.  The reasonable cost necessary for such repairs shall become a special assessment upon the Moorage Space and against the Owner who caused or is responsible for such damage.

3.8 Alterations to Common Facilities.  Only the Association shall construct, reconstruct, or alter any part of the Common Facilities.  A proposal for any construction of or alteration, maintenance, or repair may be made at any meeting.  A proposal may be adopted by a majority of the Board of Directors subject to this Declaration.

ARTICLE 4

USE RESTRICTIONS

The following use restrictions shall apply to all Owners of Moorage Spaces in the Moorage and their tenants, guests, occupants, and invitees:

4.1 Structures Permitted.  No Houseboat, floating home, float, boat, structure, object or improvement of any kind or landscaping may be connected in any way to the Moorage, nor may it be altered or changed in any way after it has been connected to the Moorage without the prior written consent of the Architectural Review Committee (“ARC”) as provided in Article 5 below. Other than boats, personal watercraft, Houseboats, and Floating Homes, no floating devices of any sort may be moored at the Moorage without the consent of the Board of Directors of the Association, which may be withheld or conditioned in its sole and unfettered discretion with the following exceptions: (i) temporary social guests; and (ii) for emergency purposes.

4.2 Residential Use.  Moorage Spaces shall only be for single-family residential purposes.  No trade, craft, business, profession, commercial or similar activity of any kind shall be conducted on any Moorage Space, nor shall any goods, equipment, vehicles, materials or supplies used in connection with any trade, service or business be kept or stored on any Moorage Space or Garage Space.  Nothing in this paragraph shall be deemed to prohibit (i) activities relating to the rental or sale of Moorage Spaces and Houseboats, and (ii) the right of the Owner of a Moorage Space to maintain his home office, professional personal library, keep his business or professional records or accounts, handle his business or professional telephone calls or confer with a reasonably limited number of business or professional associates, clients or customers in his Houseboat.     Residing in Live-Aboards is not permitted.  Boating guests may be permitted to reside in their boats for short durations (7 days or less) only with approval of Board of Directors.

4.3 Owner/Tenant Screening Policies.  All prospective owners, tenants and/or residents shall be subject to resident screening by a screening company approved by the Board.  Screening applications shall be submitted to the Board for processing.  Each applicant shall bear the cost of their screening.  Guidelines for such screening policies shall be based on the following three basic criteria and the Board shall have some latitude as to the criteria used for a prospective slip/home owner, tenant and/or resident.  With an acceptable explanation or in the case of strong compensating factors, the Board may, by majority, vote to accept or deny an applicant’s formal request for exception to these guidelines.

4.3.1  Criminal Background Check.  No person shall be admitted as an owner, tenant and/or resident if the criminal background portion of the screening process should reveal convictions for crimes greater than either routine traffic infractions or simple misdemeanors that do not involve crimes against persons.  Persons applying who have been convicted of serious crimes against persons or who have been convicted of distribution, possession or use of a controlled substance shall not be granted residence approval.

4.3.2 Credit Score Check.  No person shall be admitted as an owner, tenant and/or resident with a Beacon credit score (or equivalent) of lower than 620.

4.3.3 Prior Landlord-Tenant and/or Mortgage History.  Prior landlord-tenant and/or mortgage history shall be used only as a factor in the overall view of the applicant in the screening process.  This information alone shall not be considered grounds for either acceptance or denial, but shall be used in conjunction with other information provided to reach an equitable determination.

4.4 Rental/Leasing of Moorage Space.  An Owner shall be entitled to rent or lease his Moorage Space (or any Houseboat or boat moored therein) only if:

4.4.1  Written Rental Agreements Required.  The Board of Directors receives a complete copy of a signed written rental or lease agreement specifying that: (i) the tenant shall be subject to all provisions of the Declaration, Bylaws and rules and regula­tions, and (ii) a failure to comply with any provision of the Declaration, Bylaws and rules and regulations shall constitute a default under the rental agreement;

4.4.2 Minimum Rental Period.  The period of the rental or lease is not less than six (6) months;

4.4.3 Tenant Must Be Given Documents.  The Owner gives each tenant a copy of the Declara­tion, Bylaws and rules and regulations, and the tenant signs a statement that the tenant has read and agrees to abide by the same.

4.4.4  Mortgagee/Association Exempt.  Any mortgagee which comes into possession of the Moorage Space pursuant to the remedies provided in the mortgage, foreclosure of the mortgage or deed in lieu of foreclosure; or the Association which comes into possession pursuant to an assignment, deed in lieu of foreclosure or foreclosure of the Association’s lien shall be exempt from any restrictions on the rental of any Moorage Space.

4.4.5  Tenant Violations.  The Owner is responsible for all actions of the Owner’s tenant(s) and the tenant’s guests and invitees related to violations of the Declaration, Bylaws, Association rules and regulations and License Agreement and any damage to the Common Facilities caused by Owner’s tenant(s) and/or the tenant’s guests and invitees.  Notice given to Owner of tenant or tenant’s guest’s violation of the Declaration, Bylaws, or rules and regulations shall be considered notice served of the violation.

4.4.6  Notice; Owner’s Mailing Address.  Owner must provide the Association with his current mailing address for notice purposes.

4.5  Offensive or Unlawful Activities.  No noxious or offensive activities shall be carried on upon any Moorage Space or Common Facilities, nor shall anything be done or placed on any Moorage Space or Common Facilities which interferes with or jeopardizes the enjoyment of other Moorage Spaces or the Common Facilities, or which is a source of annoyance to residents.  Owners and their invitees shall exercise extreme care about creating disturbances, making noises or using musical instruments, radios, televisions, and amplifiers that may disturb other residents.  No unlawful use shall be made of a Moorage Space, nor any part thereof, and all valid laws including, without limitation, environmental codes, zoning ordinances, and regulations of all governmental bodies having jurisdiction thereof shall be observed.  Houseboats must meet all applicable floating structure code requirements.

4.6 Animals.  No pets or animals shall be raised, kept or permitted on or in the Moorage Space or Common Facilities, except as follows:

4.6.1 A reasonable number of birds and fish may be kept in Houseboats provided they are quiet and are not raised for commercial purposes.

4.6.2   No more than two (2) dogs and one (1) cat or one (1) dog and two (2) cats will be permitted to remain in each Houseboat, subject to the following:

4.6.2.1 Each dog must be kept on a leash, and must be in the company of its owner when outside of the Houseboat.

4.6.2.2   No outside kennels or animal enclosures of any kind will be permitted.

4.6.2.3  When outside, no dog will be left unattended or tied to the exterior of any Houseboat.  Each Owner will be required to clean up after his pet anywhere on the Moorage.

4.6.2.4  Each animal must conform to rules and regulations of behavior as adopted and revised by the Board of Directors from time to time.

4.6.2.5  Each Owner will be responsible to control barking, aggressive behavior or any other nuisance or problem created by his pet.  If, after a warning by the Association, the pet continues to be a nuisance as judged by a majority vote of the Board of Directors, the Board, after written notice and opportunity for the Owner to be heard, may require that the pet be permanently removed from the Moorage.

4.6.2.6 The Owner of a Moorage Space shall be held responsible for all the actions of any tenant’s or occupant’s pets.

 4.7  Maintenance of Structures and Grounds.  Each Owner shall maintain his Moorage Space, Garage Space, Houseboat, floats, and all other personal property belonging to him at the Moorage in a clean and attractive condition, in good repair, and in such fashion as not to create any fire or environmental hazard.  Damage caused by fire, flood, storm, earthquake, riot, vandalism or other causes shall likewise be the responsibility of each Owner, and shall be restored within a reasonable period of time.  A reasonable period of time shall be considered one hundred and twenty (120) days from the date of the damage, unless an extension is granted in writing by the ARC.  If the Owner fails to do so, the Board of Directors of the Association, in addition to its other rights and remedies, shall have the right, after notice to the Owner, to perform such functions on behalf of the Owner at the Owner’s expense.  Such charges shall be enforceable as assessments pursuant to the Declaration and Bylaws.

4.8 Vehicles in Disrepair.  No Owner shall permit any vehicle which is in an extreme state of disrepair to be abandoned or to remain parked upon the Upland in excess of forty-eight (48) hours.  A vehicle shall be deemed in an “extreme state of disrepair” when the Board of Directors reasonably determines that its presence offends the occupants of the Moorage.  If, after having been given notice by the Board to remove the vehicle and an opportunity to be heard, the Owner fails to remove such vehicle within five (5) days following the date on which final notice is mailed to him by the Board of Directors, the Board may have the vehicle removed from the Moorage and charge the expense of such removal to the Owner.  All vehicles belonging to an Owner or the Owner’s tenants or other occupants of a Houseboat shall be parked in the Owner’s Garage Space.  Uncovered parking spaces on the Upland are visitor’s spaces, and shall not be used for the permanent or long term parking of any vehicle belonging to an Owner, tenant or occupant.  The Board of Directors may adopt rules and regulations relating to parking and the storage of vehicles.

4.9  Signs.  No signs shall be erected or maintained on any Moorage Space or Common Facilities, except that not more than two (2) “For Sale” signs placed by the Owner, Declarant or by a licensed real estate agent, not to exceed five (5) square feet in size, may be temporarily displayed on any Moorage Space, with one (1) sign facing the Upland and one (1) sign facing the water.  The restriction contained in this paragraph does not apply to signs used by a builder during the construction and sales period, and shall not prohibit the temporary placement of “political” signs on any Moorage Space by the Owner.

4.10 Rubbish and Trash.  No Moorage Space or part of the Common Facilities shall be used as a dumping ground for trash or rubbish of any kind.  All garbage and other waste shall be kept in appropriate sanitary containers for proper disposal and out of view from the public, Common Facilities, or any Moorage Space.  Should any Owner fail to remove any trash, rubbish, garbage, yard rakings or any such materials from any Moorage Space or Common Facilities within five (5) days following the date on which notice is mailed to him by the Board of Directors of the Association, the Association may have such materials removed and charge the expense of such removal to the Owner.  The Association shall provide garbage dumpsters for the purpose of trash and rubbish disposal by the slip owners and/or their tenants.  In no event shall any construction debris be placed in these garbage dumpsters.  Owners shall place recyclable items in appropriately marked containers.

4.11  Construction Activity.  New construction activity within any Moorage Space will be limited to the first twenty-four (24) month period commencing upon the date of the Sublease, but in no event shall any new construction within any Moorage Space be permitted to extend past two years from the date seventy-five percent (75%) of the Moorage Spaces have been developed.  New construction activity at a Moorage Space after that date must be accomplished offsite.  Any Houseboats moved into the Moorage thereafter must be substantially complete, including interior finish, subflooring, sheetrocking, plumbing, electrical, and windows.  All new construction must be approved by the ARC pursuant to Article 5.  Remodeling or additions to Houseboats within the Moorage after the initial construction period will be permitted only with written approval of the Board of Directors of the Association, in addition to design approval by the ARC.  Construction activity as authorized will be limited to the hours of 8:00 a.m. to 5:00 p.m. Monday through Friday only for outside contractors.  Remodeling construction and home maintenance activity by the slip owner as authorized will be limited to the hours of 8:00 a.m. to 5:00 p.m Monday through Friday and 9:00a.m. to 5:00p.m. on Saturday and Sunday and legal holidays, except in an emergency repair situation.  Owner is responsible for removal of all construction materials, debris, trash and related items from the Moorage, except that such materials may be stored in the Owner’s Garage Space, subject to compliance with this Declaration and rules and regulations adopted by the Board of Directors.  The construction area shall be kept neat and orderly and free of hazards.  Owner shall not be permitted to use Common Facility garbage containers for any reason for removal of construction materials, debris and trash.  Owners must seek prior written permission from the Board of Directors for placement of any large capacity garbage containers on the Common Facilities.  Such approval may be withheld or conditioned in the Board of Directors’ sole and unfettered discretion.  Owners shall be responsible for all activities of builders and contractors hired by them to perform any construction within the Moorage or Moorage Space.  Owner shall ensure builders comply with all aspects of the Declaration, the Bylaws, any rules and regulations promulgated thereunder and all ARC guidelines.  All construction activity in the moorage, whether new construction or remodeling, shall be limited to structures owned by the owner of the moorage slip and which are to remain in the moorage after construction is completed.

4.12 Antennas and Satellite Dishes.  Exterior antennas shall not be permitted to be placed upon any Moorage Space or Houseboat except as provided by the Board of Directors, in compliance with all applicable laws.  Satellite Dishes not to exceed 2 feet in diameter shall be allowed without prior approval.  Satellite Dishes exceeding 2 feet in diameter shall require approval by the Board of Directors.

4.13 Portland International Airport Noise Impact Zone.  The Moorage has been identified as lying partially within an Ldn 65 noise contour and is subject to development regulations outlined in Chapter 33.470 of the Portland Zoning Code.  Owners are required to comply with the terms and provisions of such ordinance.

4.14  Boats and Personal Watercraft –  Boats and personal watercraft shall be allowed provided they are owned by the slip Owner and/or their houseboat tenant, moored within the boundaries of the owner’s slip, properly licensed, and in a state of good repair.  Live-Aboard boats are not permitted.  Boating guests may be permitted by approval of the Board of Directors.  Boats and personal watercraft not owned by the slip Owner and/or their houseboat tenant shall be allowed only with the prior written approval of the Board and certain restrictions as imposed by the Board may apply.  No Owner shall permit any boat or personal watercraft which is unlicensed or in an extreme state of disrepair to remain anywhere within the moorage unless it is kept within an enclosed garage.  If, after having been given notice by the Board to remove a boat or personal watercraft, and an opportunity to be heard, the Owner fails to remove such boat or personal watercraft within five (5) days following the date on which final notice is mailed to him by the Board of Directors, the Board may have the boat or personal watercraft removed from the Moorage and charge the expense of such removal to the Slip Owner.

4.15 Association Rules and Regulations.  In addition, the Board of Directors from time to time may adopt, modify or revoke such rules and regulations governing the conduct of persons and the operation and use of the Moorage Spaces, Houseboats, boats, and the Common Facilities as it may deem necessary or appropriate in order to assure the peaceful and orderly use and enjoyment of the Moorage.  Such rules and regulations may include, without limitation, methods of enforcement of the Declaration, the Bylaws, and the rules and regulations of the Association.  The mention of a specific remedy or remedies in the Declaration, the Bylaws or other rules and regulations of the Association shall not limit the Board of Directors from pursuing any other remedy or enforcement mechanism.  A copy of the rules and regulations, upon adoption, and a copy of each amendment, modification or revocation thereof, shall be delivered by the Association’s Board of Directors promptly to each Owner and shall be binding upon all Owners and occupants of all Moorage Spaces upon the date of delivery.  The method of adoption of such rules shall be as provided in the Bylaws of the Association.  The members of the Association may adopt further rules and regulations or modify or revoke existing rules and regulations upon the approval of a majority of the Owners.

ARTICLE 5

ARCHITECTURAL REVIEW

5.1 Architectural Review Required.  In order to ensure that the Moorage will remain a residential area of high standards and quality as provided in Article 4 above, no Houseboat, floating home, boat, float, structure or other improvement of any kind or landscaping may be connected in any way to the Moorage at a Moorage Space, nor may it be altered or changed in any way after it has been connected to the Moorage, without the prior written approval of the ARC which may be conditioned or withheld in its sole and unfettered discretion.  The ARC shall charge a reasonable fee to cover the cost of processing such application for approval.  The ARC shall have the authority and responsibility to control every matter which affects the exterior and exterior appearance of the Moorage and any Houseboat, boat, float, structure or improvement or landscaping which may be a part of or connected in any way to the Moorage.

5.2 Architectural Guidelines.  The following criteria shall serve as guidelines for the ARC; however, the ARC has the authority, in its sole and unfettered discretion, to approve, disapprove, or condition approval of any particular Houseboat, boat, float or other structure and any modifications, alterations, or additions thereto, notwithstanding that it does or does not meet a particular guideline.

5.2.1  Except as provided in subsections 5.2.5, 5.2.6, and 5.2.7 of this section requiring compliance with certain setbacks, Houseboats or other permitted structures may be placed within a Moorage Space notwithstanding that such placement may substantially impair the view(s) from any other Houseboat(s) or Common Facility.  The ARC may not deny requests to place a Houseboat within a Moorage Space on the grounds that it may block or impair the view(s) from any other Houseboat or Common Facility.

5.2.2  Houseboats shall meet all applicable floating structure codes.  Deck railings, fences or other protrusions from the roof of the Houseboat shall be included in this restriction.

5.2.3   Improvements are restricted to Houseboats or Houseboat combinations.  Mobile or manufactured homes mounted on docks or floats will not be permitted.  Unless otherwise approved by the ARC, each Houseboat shall have a minimum area of 1,100 square feet.  Each Houseboat combination shall have a minimum dwelling area of 900 square feet, and a total combined area of 1,100 square feet.  In the event of common ownership of adjacent Moorage Spaces, the combined spaces may be treated as an entirety relative to setbacks and minimum area requirements.

5.2.4  The maximum square footage of any third story of a Houseboat shall be twenty-five percent (25%) of the square footage of the first floor.

5.2.5  A setback from the deeded property line of five (5) feet will be maintained from a side wall and four (4) feet will be maintained from a roof, awning overhang, or upper deck of each Houseboat except that no setback shall be required on the west side of Moorage Spaces 29 and 30 or the east side of Moorage Spaces 1 and 56.

5.2.6 No setbacks shall be required on the rear.

5.2.7 No structure other than a deck or swim float will extend beyond sixty-five (65) feet from the face of the dock.  All exceptions to setback requirements exist notwithstanding any requirements imposed by zoning.

5.2.8  The exterior of all Houseboats shall be enclosed with good quality materials subject to approval of the ARC.

5.2.9  Other than encroachments due to ordinary movement of the dock, no encroachments beyond the designated Moorage Space dimensions will be allowed.

5.2.10  The location of all utility connections must be approved by the ARC.  Utilities will be furnished in the docks.  The costs of connecting to such utilities will be borne by each Owner.

5.2.11 All floats shall be required to use uniform dock connections specified by the ARC.

5.3 Additional Authority of Architectural Review Committee.  The ARC shall have co-authority with the Board of Directors of the Association to enforce the following rules:

5.3.1  Outside storage of items other than attractively maintained patio furniture or planters must be maintained with a sight-obscuring enclosure meeting the approval of the ARC.  Patio furniture includes tables, chairs, barbecue equipment, and hot tubs, and must be kept in a good state of repair.

5.3.2  Personal watercraft and/or personal watercraft lifts may be stored on or attached to the floats outside of an enclosure with approval of the ARC.

5.3.3  The ARC may regulate the nature and appearance of items on, moored to or attached to the floats and Houseboats which are visible from the Common Facilities, walkways or from other floats or Houseboats, including any of the items listed in this Section 5.3.

5.4 ARC Decisions.  The ARC shall render its decision with respect to the construction proposal within thirty (30) working days after it has received all material required by it with respect to the application, including any reasonable fee established by the ARC and approved by the Board of Directors.  In the event the ARC fails to render its approval or disapproval within thirty (30) working days after the ARC has received all material required by it with respect to the proposal, or if no suit to enforce this Declaration has been commenced within one (1) year after completion thereof, approval will not be required, and the related provisions of this Declaration shall be deemed to have been fully complied with.

5.5 Membership; Appointment and Removal.  The ARC shall consist of three (3) persons appointed by the Board of Directors.  The Association shall keep on file at its principal office the name and address of members of the ARC.

5.6 Majority Action.  Except as otherwise provided in this Declaration, a majority of the members of the ARC shall have the power to act on behalf of the ARC without the necessity of a meeting and without the necessity of consulting the remaining members of the ARC.  The ARC may render its decision only by written instrument setting forth the action taken by the members consenting thereto.

5.7  Liability.  The ARC shall not be liable to any Owner, occupant or builder for any damage, loss or prejudice suffered or claimed on account of any action or failure to act of the ARC or a member thereof, provided only that the member has, in accordance with the actual knowledge possessed by him, acted in good faith.

5.8 Nonwaiver.  Consent by the ARC to any matter proposed to it or within it jurisdiction shall not be deemed to constitute a precedent or waiver impairing its right to withhold approval as to any similar matter thereafter proposed or submitted to it for consent.

5.9 Appeal.  Any Owner adversely affected by action of the ARC may appeal such action to the Board of Directors of the Association.  Appeals shall be made in writing within ten (10) days of the ARC’s action, and shall contain specific objections or mitigating circumstances justifying the appeal.  A final, conclusive decision shall be made by a majority vote of the Board of Directors of the Association within thirty (30) working days after receipt of such notification.

5.10  Effective Period of Consent.  The ARC’s consent to any proposed work shall automatically be revoked one (1) year after issuance unless construction of the work has been commenced or the Owner has applied for and received an extension of time from the ARC.

5.11 Estoppel Certificate.  Within fifteen (15) days after written request is delivered to the ARC by any Owner, and upon payment to the Association of a reasonable fee fixed by the ARC to cover costs, the ARC shall provide such Owner with an estoppel certificate, executed by the ARC and acknowledged, certifying with respect to any Moorage Space owned by the Owner that, as of the date thereof, either (a) all improvements made or done upon or within such Moorage Space by the Owner comply with this Declaration, or (b) such improvements do not so comply, in which event the certificate shall also identify the noncomplying improvements and set forth with particularity the nature of such noncompliance.  Any purchaser from the Owner, and any mortgagee or other encumbrancer, shall be entitled to rely on such certificate with respect to the matters set forth therein, such matters being conclusive as between the ARC, the Association, and all Owners, and such purchaser or mortgagee.

ARTICLE 6

ASSOCIATION

6.1 Association.  Declarant has organized an association of all of the Owners within the Moorage.  Such Association, its successors and assigns, shall be organized under the name “West Hayden Island Moorage Owners Association” or such similar name as the Association shall designate, and shall have such property, powers, and obligations as are set forth in this Declaration and the Bylaws for the benefit of the Moorage and all Owners of Moorage Spaces located therein.

6.2 Organization.  Declarant shall, before the first Moorage Space is conveyed to an Owner, organize the Association as a nonprofit corporation under the general nonprofit corporation laws of the State of Oregon.  The Articles of Incorporation of the Association shall provide for its perpetual existence, but in the event the Association is at any time dissolved, whether inadvertently or deliberately, it shall automatically be succeeded by an unincorporated association of the same name.  In that event, all of the property, powers, and obligations of the incorporated Association existing immediately prior to its dissolution shall thereupon  automatically vest in the successor unincorporated association, and such vesting shall thereafter be confirmed as evidenced by appropriate conveyances and assignments by the incorporated Association.  To the greatest extent possible, any successor unincorporated association shall be governed by the Articles of Incorporation and Bylaws of the Association as if it had been made to constitute the governing documents of the unincorporated association.

6.3 Membership.  Every Owner of one or more Moorage Spaces within the Moorage shall, immediately upon creation of the Association and thereafter during the entire period of such Owner’s ownership of a leasehold estate in one or more Moorage Spaces within the Moorage, be a member of the Association.  Such membership shall commence, exist, and continue simply by virtue of such ownership, shall expire automatically upon termination of such ownership, and need not be confirmed or evidenced by any certificate or acceptance of membership.

6.4 Voting Rights.  The Association shall have one class of voting membership consisting of Class A members.  Class A members shall be Owners of Moorage Spaces. All voting rights in the Association shall belong to the Class A members.  On all matters upon which the Class A members are entitled to vote, each Class A member shall have one (1) vote for each Moorage Space owned by such Class A member within the Moorage.  When more than one (1) person holds an interest in any Moorage Space, all such persons shall be members.  The vote for such Moorage Space shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any Moorage Space.

6.5 Powers and Obligations.  The Association shall have, exercise, and perform all of the following powers, duties, and obligations:

6.5.1 The powers, duties, and obligations granted to the Association by this Declaration and the Bylaws of the Association.

6.5.2 The powers and obligations of a nonprofit corporation pursuant to the nonprofit corporation laws of the State of Oregon.

6.5.3  The powers and obligations of the State Lease, including, without limitation, insurance requirements.

6.5.4 Any additional or different powers, duties, and obligations necessary or desirable for the purpose of carrying out the functions of the Association pursuant to this Declaration, the Bylaws, or otherwise promoting the general benefit of the Owners within the Moorage.

The powers and obligations of the Association may, from time to time, be amended, repealed, enlarged or restricted by changes in this Declaration made in accordance with the provisions herein, accompanied by changes in the Articles of Incorporation or Bylaws of the Association made in accordance with such instruments and with the nonprofit corporation laws of the State of Oregon.

ARTICLE 7

MAINTENANCE AND ASSESSMENTS

7.1 Maintenance of Common Facilities.  The Association shall provide and perform all maintenance, repair, and replacement with respect to any Common Facilities and all improvements thereon, including, without limitation, administration, management, and operation.  The Association shall also maintain the State Lease in full force and effect and pay all rentals under the State Lease.

7.2 Purpose of Assessments.  The assessments levied by the Association pursuant to this Declaration shall be used for the following purposes:

    7.2.1 Expenses of administration, including, without limitation, management, accounting, and legal services.

    7.2.2  Expenses of maintenance, repair or replacement of the Common Facilities.

    7.2.3 Costs of insurance or bonds obtained in accordance with this Declaration or the Bylaws of the Association.

7.2.4 Costs of funding reserves.

7.2.5  Any deficit in expenses for any prior period.

    7.2.6  Utilities with common meter or commonly billed, such as water, sewer, trash collection, and electrical.

    7.2.7  Real or personal property taxes.

    7.2.8 Lease payments under the State Lease.

    7.2.9  Maintenance dredging activity regardless of the Moorage Space location.

7.2.10  Costs of damage to the Common Facilities due to flooding, storms, ice, snow, wind or other casualty to the extent not covered by the Association’s insurance.

7.2.11 Assessments imposed on the Common Facilities pursuant to the Declaration of Covenants and Restrictions for Hayden Island Business Park.

7.2.12  Any other items properly chargeable as an expense to the Association.

7.2.13  Any other items agreed upon as common expenses by a majority vote of the members of the Association.

7.3 Duty of the Board of Directors.  The Board of Directors shall fix and adjust from time to time the amount of the assessments against each Moorage Space for the purposes set forth above, taking into account the need for reasonable reserves for such purposes.  The Board of Directors shall give each Owner written notice of such assessment at least thirty (30) days in advance of the due date of the assessment, and shall cause to be prepared a roster of the Moorage Spaces showing assessments applicable to each Moorage Space.  The roster shall be kept in the Association office, and shall be subject to inspection by any Owner during regular business hours.  Upon demand, the Board of Directors shall furnish to any Owner a certificate in writing setting forth whether the assessments on such Owner’s Moorage Space have been paid.

7.4 Amount of Assessments.  The annual assessment for purposes of Section 7.2 above shall be assessed equally against each Moorage Space.

7.5 Special Assessments.  In addition to the assessments authorized by Sections 7.3 and 7.4 above, the Board of Directors may levy a special assessment for the purpose of defraying all or part of the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement or addition upon the Common Facilities, or for any other expenditure not to be paid for out of regular annual assessments.  The special assessment shall be made equally against each Moorage Space that is subject to assessment under Section 7.4 above.       

7.6 Personal Obligation of Assessments; Lien.  Each Owner of any Moorage Space by acceptance of a Sublease thereof, shall be deemed to covenant to pay to the Association all assessments or other charges as may be fixed, established, and collected from time to time in the manner provided in this Declaration.  Such assessments and charges, together with any interest, expenses or attorney’s fees shall constitute a lien against the Moorage Space against which each such assessment or charge is made.  Such assessments, charges, and other costs shall be the personal obligation of the person who was the Owner of such Moorage Space at the time when the assessment or charge fell due.  Such assessments, charges, and personal obligations shall be enforced in the manner set forth in Article 8 below.

ARTICLE 8

ENFORCEMENT

8.1 Nonqualifying Improvements and Violation of General Protective  Covenants.  In the event any Owner constructs or permits to be constructed on his Moorage Space an improvement contrary to the provisions of this Declaration or the specification of the ARC, or causes or permits any improvement, activity, condition or nuisance contrary to the provisions of this Declaration to remain uncorrected or unabated, then the Association, acting through its Board of Directors, shall notify the Owner in writing of any such specific violations and shall require the Owner to remedy or abate the same.  If the Owner is unable, unwilling or refuses to comply with the Association’s specific directives for remedy or abatement, or if the Owner and the Association cannot agree to a mutually acceptable solution within the framework and intent of this Declaration, after notice and opportunity to be heard and within sixty (60) days of written notice to the Owner, then the Association, acting through its Board of Directors, shall have the right to do any or all of the following:

8.1.1 Impose reasonable fines against such Owner in the manner and amount the Board of Directors deems appropriate in relation to the violation;

8.1.2 Enter the offending Moorage Space and remove the cause of such violation or alter, repair, replace or change the item which is in violation of this Declaration in such a manner as to make it conform thereto, in which case the Association may assess such Owner for the entire cost of the work done, provided that no items of construction shall be altered or demolished in the absence of judicial proceedings;

8.1.3  File a lien in the Multnomah County deed records against the Moorage Space of the Owner for such fines or costs imposed pursuant to this Section.  Once filed, such lien shall accumulate all future interest, late fees, fines, attorneys’ fees (whether or not suit or action is commenced) and other appropriate costs properly chargeable to Owner until such amounts are paid in full.  Said lien may be foreclosed at any time, but not later than six (6) years after the latest lienable charge has been imposed;

8.1.4  Declare a default under the Sublease and exercise the remedies provided therein; or

8.1.5  Bring suit or action against the Owner on behalf of the Association and other Owners to enforce this Declaration.

8.2 Default in Payment of Assessments.  If an assessment or other charge levied under this Declaration is not paid within thirty (30) days after written notice that it is due, such assessment or charge shall become delinquent and shall bear interest from the due date at the rate established by the Board of Directors by resolution, but not to exceed the highest rate permitted by law.  In such event, the Association may exercise any or all of the following remedies:

8.2.1 The Association may suspend such Owner’s voting rights and right to use the Common Facilities, including the right to use the Garage Space, until such amounts, plus other charges under this Declaration, are paid in full, and may declare all remaining periodic installments of any annual assessment immediately due and payable.

8.2.2 File a lien in the deed records against the Moorage Space of the Owner for such assessments and any installments thereof imposed pursuant to this Declaration.  Once filed, such lien shall accumulate all future assessments and any installments thereof, interest, late fees, fines, attorneys’ fees (whether or not suit or action is commenced) and other appropriate costs properly chargeable to Owner until such amounts are paid in full.  Said lien may be foreclosed at any time, but not later than six (6) years after the latest lienable charge has been imposed assessments and any in statements thereof;

8.2.3  The Association may declare a default under the Sublease and exercise the remedies provided therein.

8.2.4  The Association may bring an action to recover a money judgment for unpaid assessments, fines, interest, attorneys’ fees and charges under this Declaration.

8.2.5  The Association shall have any other remedy available to it by law or in equity.

8.3  Lien Priority.  Any lien filed pursuant to this Article shall be superior to all other liens and encumbrances except property taxes and assessments, any first mortgage, deed of trust or land sale contract recorded prior to the Association’s lien.

8.4 Notification of First Mortgagee.  The Board of Directors may notify any first mortgagee of any individual of any default in performance of this Declaration by the Moorage Space Owner which is not cured within sixty (60) days.

8.5 Interest, Expenses, and Attorney’s Fees.  Any amount not paid to the Association when due in accordance with this Declaration shall bear interest from the due date until paid at such rate as may be established by the Board of Directors, but not to exceed the highest rate of interest permitted under the laws of the State of Oregon.  A late charge may be charged for each delinquent assessment for each month the assessment or installment thereof remains delinquent in an amount established from time to time by resolution of the Board of Directors of the Association not to exceed thirty percent (30%) of such assessment or installment thereof.  In the event the Association shall bring any suit or action to enforce this Declaration, Bylaws, rules and regulations or the Sublease, the Owner shall pay to the Association all costs and expenses incurred by it in connection with such suit or action, and the prevailing party in such suit or action shall recover such amount as the court may determine to be reasonable as attorney’s fees at trial and upon any appeal or petition for review thereof.  In addition thereto, the Association shall be entitled to its reasonable attorneys’ fees and costs incurred in any enforcement activity taken to collect delinquent assessments, fines or interest, whether or not suit or action is commenced.

8.6 Nonexclusiveness and Accumulation of Remedies.  An election by the Association to pursue any remedy provided for violation of this Declaration shall not prevent concurrent or subsequent exercise of another remedy permitted hereunder.  The remedies provided in this Declaration are not exclusive, but shall be in addition to all other remedies, including actions for damages, suits for injunctions and specific performance, available under applicable law to the Association.  In addition, any aggrieved Owner may bring an action against another Owner or the Association to recover damages or to enjoin, abate or remedy any violation of this Declaration by appropriate legal proceedings.

ARTICLE 9

MISCELLANEOUS PROVISIONS

9.1 Amendment and Repeal.  This Declaration, or any provision thereof, as from time to time may be in effect with respect to all or any part of the Moorage, may be amended or repealed as to all or any portion of the Moorage by the approval of Owners holding not less than seventy-five percent (75%) of the voting rights of the Class A members of the Association.  Any such amendment or repeal shall become effective only upon recordation in the Records of Multnomah County, Oregon, of a certificate of the President or Secretary of the Association setting forth in full the amendment, amendments or repeal so approved in the manner required by this Declaration.  In no event shall an amendment under this section change the boundaries of any Moorage Space or any uses to which any Moorage Space is restricted unless the Owners of the affected Moorage Spaces unanimously consent to the amendment.

Notwithstanding the foregoing no such amendment shall be effective against a prior purchaser of a Moorage Space to the extent that such amendment: a) changes the formula for determining such Owner’s liability for common expenses; b) changes such Owner’s right to vote on matters properly coming before the Association; or c) retroactively places such Owner in violation of any provision of this Declaration.

9.2 Annexation of Additional Property; Conveyance of Common Facilities; Easements.  Anything in this Declaration to the contrary notwithstanding may annex additional land or submerged land or interest therein to the Moorage as part of the Common Facilities by recording a Supplemental Declaration annexing such land or interest therein, except that no such annexation shall create additional Moorage Spaces or additional Garage Spaces.  In addition, the Association, may convey to a third party any portion of the Common Facilities or may grant easements, licenses, leases or other interests over, across, upon, under, and through any portion of the Common Facilities, except that no such conveyance or grant shall remove any Moorage Space or Garage Space from the Moorage, and no such conveyance or grant shall materially impair access to or from the Common Facilities by any Owner.

9.3 Duration.  This Declaration shall run with the land, and shall be and remain in full force and effect at all times with respect to all property included within the Moorage and the Owners thereof until termination of the State Lease or any extensions thereof.

9.4 Joint Owners.  In any case in which two or more persons share the ownership of any Moorage Space, regardless of the form of ownership, the responsibility of such persons to comply with this Declaration shall be a joint and several responsibility, and the act or consent of the entire ownership interest; provided, however, that in the event such persons disagree among themselves as to the manner in which any vote or right of consent held by them shall be exercised with respect to a pending matter, any such person may deliver written notice of such disagreement to the Association, and the vote or right of consent involved shall then be regarded as an abstention in determining the proportion of votes or consents given with respect to such matter.

9.5 Renters and Other Invitees.  Renters, invitees, contractors, family members, and other persons entering the Moorage under rights derived from an Owner shall comply with all of the provisions of this Declaration restricting or regulating the Owner’s use, improvement or enjoyment of his Moorage Space and other areas within the Moorage.  The Owner shall be responsible for obtaining such compliance, and shall be liable for any failure of compliance by such persons in the same manner and to the same extent as if the failure had been committed by the Owner himself.  Notices regarding tenant’s failure to comply shall be effective upon mailing to Owners.  The Association shall not be required to send any notices to tenant’s attention.

9.6 Nonwaiver/Severability.  Failure by the Association or by any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter.  Invalidation of any one of these covenants, conditions, or restrictions by judgment or court order shall not affect the other provisions hereof and the same shall remain in full force and effect.

9.7 Construction; Severability; Number of Captions.  This Declaration shall be liberally construed as an entire document to accomplish the purposes thereof as stated in the introductory paragraphs hereof.  Nevertheless, each provision of this Declaration shall be deemed independent and severable, and the invalidity or partial invalidity of any provision shall not affect the validity or enforceability of the remaining part of that or any provision.

As used herein, the singular shall include the plural, and the plural the singular, and the masculine and neuter shall include the masculine, feminine, and neuter, as the context requires.  All captions used herein are intended solely for convenience of reference, and shall in no way limit any of the provisions of this Declaration.

9.8       Notices and Other Documents.  Any notice or other document permitted or required by this Declaration may be delivered either personally, by mail, or by email.  Delivery by mail shall be deemed made twenty-four (24) hours after having been deposited in the United States mail, as certified or registered mail, with postage prepaid, addressed as follows:  If to the Association, West Hayden Island Moorage Owners Association, 2630 N. Hayden Island Drive, Portland, Oregon 97217 or to such other mailing address of the Association as filed with the Oregon Corporation Division; if to Owner, at the address given by him at the time of his purchase of a Moorage Space, or at his Moorage Space or to his email address.  The mailing  or email address of a party may be changed by him at any time by notice in writing delivered as provided herein.

DSL Water Lease

STATE OF OREGON

DIVISION OF STATE LANDS  

SUBMERGED AND SUBMERSIBLE LAND LEASE

ML-5951

1. PARTIES

The parties to this Lease are the STATE OF OREGON, acting by and through he Division of State Lands, (“STATE”) and Hayden Island Associates of Oregon, LLC, (“LESSEE”).

2. LEASED PREMISES

STATE, for the consideration and upon the terms and conditions herein mentioned, does hereby lease to the LESSEE the following property:

A parcel of land in the North 1/2 of Section 33, Towns hip 2 North, Range 1 East, Willamette Meridian, City of Portland, Multnomah County, Oregon, described as follows:

Beginning at the most northerly northwest corner of Parcel 2, of Minor Partition Number 1991-80, as recorded in Multnomah County Partition Records, said point being a point on the southerly right-of-way line of N. Hayden Island Drive;

thence leaving said right-of-way line along the easterly line of said Parcel 2, South 30°39’00” West, 251.25 feet;

thence South 49°48’04” East, 168.84 feet;

thence South 32°29’18” West, 322.40 feet;

thence South 31°18’20” West, 285.17 feet to a 5/8 inch iron rod; thence South 29°26’16” West, 203.71 feet;

thence five feet northerly of and parallel to the 16 foot Contour Line South 62°35’40” East, 46.00 feet;

thence South 60°31’20” East, 156.08 feet;

thence South 28°37’30” West, 4.98 feet to a point on the 16 foot Contour Line (Columbia River Datum) on the south bank of Hayden Island and the TRUE POINT OF BEGINNING of the herein described parcel;

thence leaving said 16 foot Contour Line South 28°37’30” West, 235.00 feet; thence downstream North 61°50’24” West, 712.82 feet; thence North 52°19’52” West, 696.03 feet;

thence North 36°44’10” East, 235.00 feet to a point on the 16 foot Contour Line (Columbia River Datum) on the south bank of Hayden Island;
thence upstream along said 16 Foot Contour Line on the following courses and distances; South 52°02’45” East, 294.35 feet;

thence South 52°32’37” East, 385.48 feet;

thence South 61°54’38” East, 297.38 feet; thence South 62°35’40” East, 242.31 feet;

thence South 60°31’20” East, 156.05 feet to the TRUE POINT OF BEGINNING.

Containing 7.517 acres, more or less.

hereinafter referred to as the “Leased Premises.”

3. PURPOSE

LESSEE shall have exclusive possession of the Leased Premises for the sole purpose of a 56 floating home moorage and for no other purpose without prior written consent of STATE. This instrument does not guarantee that any particular use may be made of the Leased Premises. LESSEE should check with appropriate city or county planning department to verify approved uses.

4. TERM OF LEASE

The LESSEE, subject to compliance with the terms and provisions of this Lease, shall have and hold the Leased Premises for the purposes stated above from October 1, 1996, through September 30, 2016.

5. LEASE PAYMENT

The lease payment to be paid by LESSEE to STATE shall be $2,869.00 per year or the amount set by redetermination at any time after the first anniversary date of the Lease. Receipt of the first year’s lease payment is hereby acknowledged. “Redetermination” means a rent increase made pursuant to paragraph 6 of this Lease. Lease payments shall be payable annually and shall be due on the 1st day of October in advance. Payments shall be sent to the Division of State Lands, 775 Summer Street NE, Salem, Oregon 97310-1337. STATE shall give LESSEE 30 days advance notice of the due date and amount of the lease payment due.

6. LEASE PAYMENT INCREASES 

Lease payment increases shall be made in accordance with the lease provisions of the Oregon Administrative Rules applying to state-owned submerged and submersible lands which are in effect at the time of redetermination. Lease payment increases may be appealed by the LESSEE. LESSEE must file its appeal in writing within 14 days of the notice of increase. The notice of appeal is to be sent to the attention of the Director, Division of State Lands, 775 Summer Street NE, Salem, Oregon 97310-0230, and must include market data or other information to support the request for review.. Upon filing of an appeal, the STATE will schedule an informal hearing before the Director or designee. Neither party to a redetermination appeal is entitled to recover attorney’s fees.

7. ACCESS TO PROPERTY AND RECORDS

STATE shall have access to the Leased Premises at all reasonable times for the purpose of ensuring compliance with the terms and conditions of this Lease. STATE shall have the right to examine pertinent records of LESSEE for the purpose of ensuring compliance with the Lease and for the purpose of redetermining the tease payment rate.

8. DELIVERY OF PREMISES

Delivery of the Leased Premises will occur upon the date of execution of this Lease. STATE will not provide a survey or pay any costs of a survey to determine boundaries. It is the LESSEE’s responsibility to make an accurate determination of the boundaries. The legal description provided by STATE is drawn from an assessor’s map and other data deemed to be reliable. If LESSEE elects not to have a survey performed and a discrepancy or boundary overlap later becomes evident, STATE, at its discretion, may provide a corrected description of the Leased Premises.

9. RESERVATIONS

The interest of LESSEE under this Lease shall at all times be subject to STATE’s right to grant rights-of-way in and over said property or a portion of the property for other purposes, including, but not limited to, railroads, telegraph and telephone lines, pipelines, irrigation or other water canals and ditches, and to STATE’s right to lease all or part of the property for the exploration, discovery, development and production of oil, gas, or minerals of any nature whatsoever, provided the right-of-way or lease does not unreasonably interfere with the purpose if this Lease.

10. CONDITIONS OF THE PROPERTY

LESSEE certifies that it has inspected the Leased Premises and is fully informed as to their condition. LESSEE agrees to accept the Leased Premises as is and with all faults. LESSEE acknowledges that no representations or warranties of any kind have been made by STATE.

11. COMPLIANCE WITH LAW

LESSEE shall comply with all applicable federal, state, and local statutes, ordinances, rules and regulations in its use of the Leased Premises. This Lease does lot give LESSEE permission to conduct any use on the Leased Premises which is not in conformance with applicable land use requirements, and it is the LESSEE’s responsibility to determine and comply with those and all other requirements.

LESSEE shall use the Leased Premises only in a manner, or for such purposes, ;hat assure fair and nondiscriminatory treatment of all persons without respect to -ace, creed, color, religion, handicap, disability, age, gender or national origin.

12. TAXES, LIENS. ASSESSMENTS, CHARGES

LESSEE shall pay before they become delinquent all taxes, assessments, penalties, fines, charges, rates or liens of any nature whatsoever that may be levied, assessed, charged, imposed or claimed on or against the Leased Premises or my improvements or fixtures thereon or appurtenances thereto. If LESSEE fails to Say any taxes, assessments, penalties, fines, charges, rates or liens, within ten (10) lays after notice that such sums are due, STATE may pay such sums. Any such ;ums paid by STATE shall be reimbursed on demand with interest at the maximum legal rate pursuant to ORS 82.010 from the date of expenditure by STATE until paid.

13. PREVENTION OF WASTE, DAMAGE AND INJURY

LESSEE shall exercise reasonable diligence in its. operation on and from said Leased Premises; shall carry on all operations hereunder in a good and workmanlike manner having due regard for public safety and the prevention of waste and for the restoration and conservation of said Leased Premises for future use, and shall take all reasonable steps to avoid damage to soil, timber, fish and fish habitat, wildlife and wildlife habitat and water quality of both ground water and surface water; shall make all reasonable efforts to minimize interference with existing navigational and recreational activities and scenic values; shall substantially restore the Leased Premises to its original condition and shall do all things reasonably necessary to minimize erosion.

14. EXCLUSIVITY

Subject to the provision of Section 9 (Reservations), the rights and privileges granted under this Lease are exclusive, except that LESSEE shall not unreasonably interfere with the public’s right of navigation, commerce, fishing and recreation in the open water areas of the Leased Premises.

15. PUBLIC SAFETY

Subject to the provision of Section 14 (Exclusivity), the LESSEE may restrict entry to any portion of the Leased Premises as may be necessary to protect persons and property from harm arising from or in connection with the LESSEE’s activities upon the Leased Premises.

16. ASSIGNMENT OR SUBLEASE

With respect to any assignment, mortgage, or sublease, the following provisions shall apply:

A. (16.1) RESTRICTIONS: Except as provided for in subsection 16.2, LESSEE’s interest in the Leased Premises or any part thereof shall not be assigned, mortgaged or subleased, nor shall any right of use of said Leased Premises be conferred on any third person by another means without the prior consent of STATE. Said consent shall not be unreasonably withheld or delayed. This provision shall apply also to all transfers by operation of law. Except as provided in Subsection 16.2, any assignment, or attempted assignment, subletting, or attempted subletting, or grant of right of use, or attempted grant of right of use without such consent, shall be absolutely null and void and shall, at the option of STATE, terminate all rights of the LESSEE under or by virtue of this Lease. STATE may, in its discretion, consent to an assignment or sublease provided the following conditions are satisfied:

1. (16.1.1) A fee of $125 is prepaid to cover administrative costs, and
2. (16.1.2) LESSEE has satisfied all conditions of the lease precedent to assignment or sublease, and
3. (16.1.3) LESSEE and its assignee have completed a standard assignment form or new lease form as required by STATE, and have assured the STATE that the assignee or sublessee has the capability to perform on the Lease, and
4. (16.1.4) STATE determines that such assignment or sublease is in the best interest of the STATE.

B. (16.2) PERMITTED ASSIGNMENTS: The following assignments, mortgages and security interests, and subleases of the LESSEE’s interest in the Leased Premises shall be allowed without further STATE approval:

1. (16.2.1) Subleases and subsubleases of portions of the LESSEE’s interest in the Leased Premises, in the ordinary course of LESSEE’s business or portions thereof for uses of the Leased Premises approved under this Lease.
2. (16.2.2) Any mortgage(s), trust deed(s) or other encumbrance(s) which LESSEE may cause to attach to LESSEE’s interest in the Leased Premises (1) in connection with the acquisition or refinancing(s) of the acquisition of the improvements in, on or about the Leased Premises and (2) in connection with financing and refinancing (a) development, construction, reconstruction, maintenance or repair of improvements on the Leased Premises and (b) operations on or about the Leased Premises. Within ten (10) days of any transfer pursuant to this subsection 16.2.2, LESSEE shall provide SATE the name and business address of any entity obtaining a security interest pursuant to this subsection 16.2.2.
3. (16.2.3) Transfers to any entity or entities which controls, is controlled by, or is under common control with LESSEE.

17. ALTERATIONS AND IMPROVEMENTS

LESSEE shall obtain the written consent of STATE prior to making any alterations to the Leased Premises or improvements upon the Leased Premises.

18. DEFAULT

A. (18.1) DEFAULT. NOTICE AND CURE BY LESSEE: A default by the LESSEE shall occur if any of the following shall occur and if said default shall continue and not be remedied within sixty (60) days after STATE shall have given notice specifying the breach (within ten (10) days for delinquency or failure to pay rent.)

1. (18.1.1) Delinquency or failure to pay rent in the amounts and at the time specified in the Lease.
2. (18.1.2) Failure of LESSEE to comply with any term or condition imposed by the STATE in the Lease.
3. (18.1.3) Failure of LESSEE to use the Leased Premises for the purposes authorized under the terms of the Lease.
4. (18.1.4) LESSEE maintaining a nuisance on the Leased Premises.
5. (18.1.5) Insolvency of LESSEE; an assignment by LESSEE for the benefit of creditors; the filing by LESSEE of a voluntary petition in bankruptcy; an adjudication that LESSEE is bankrupt or the appointment of a receiver of the properties of LESSEE; the filing of any involuntary petition of bankruptcy and the failure of LESSEE to secure a dismissal of the petition within thirty (30) days after filing; attachment of or the levying of execution on the leasehold interest and failure of LESSEE to secure discharge of the attachment or release of the levy of execution within ten (10) days.
6. (18.1.6) Failure by LESSEE to remove any lien or encumbrances placed upon the Leased Premises other than a lien or encumbrance on LESSEE’s interest permitted by Section 16 of this Lease.

B. (18.2) MORTGAGEE PROTECTION PROVISION: Whenever the STATE shall deliver any notice or demand to the LESSEE with respect to any breach or default by the LESSEE in its obligations or covenants under this Lease, the STATE shall at the same time forward a copy of such notice or demand to each holder of any mortgage authorized by this Lease at the last address of such holder shown in the records of the STATE. After any default in or breach of the Lease by the LESSEE or its successor in interest, each holder of any mortgage permitted under the Lease shall (insofar as the rights of the STATE are concerned) have the right after the failure of the LESSEE to cure or remedy said default or breach, at its option, to cure or remedy such breach or default (or such breach or default to the extent that it relates to the part of the land covered by its mortgage) within sixty (60) days and to add the cost thereof to the mortgage debt and the lien of its mortgage. The mortgage holder’s exercise of its option to cure or remedy any default by LESSEE shall not constitute grounds for termination of this Lease by STATE. In the event the holder of any mortgage which LESSEE has caused to attach to LESSEE’s interest in the Leased Premises forecloses on the leasehold estate then STATE shall enter into a new lease with that lienholder on the same terms and conditions as this Lease.

19. LATE PAYMENT PENALTY

If STATE has not received the full amount of the lease payment due within ten 10) calendar days from the due date, STATE may impose a late payment penalty on ,he LESSEE in the amount not to exceed five percent (5%) of the overdue payment. The late fee penalty may only be charged once on any payment due. Alternatively, it the STATE’s option, a late payment penalty may be charged which is the interest due at the maximum legal rate pursuant to )RS 82.010 on the late payment from the date due until paid.

20. TERMINATION

A. (20.1) TERMINATION UPON LESSEE’S DEFAULT: -In the event of a default by LESSEE, the Lease may be terminated at the option of STATE by thirty (30) days advance notice in writing to LESSEE. In the event the Lease is terminated by either Urty, all remedies afforded under this Lease in Section 24 herein shall survive such termination. LESSEE shall have thirty (30) days after date of termination to remove all fixtures and property from the Leased Premises. Failure to remove such items within the thirty (30) day period will constitute abandonment by the LESSEE and, subject to the rights of any secured parties having a security interest in such fixtures and property, the STATE shall take title to the property after the expiration of thirty (30) days, in which event STATE may reenter, take possession of the Leased Premises and remove any persons or property by legal action or by self-help with the use of reasonable force and without liability for damages directly resulting from such reasonable force.

B. (20.2) STATE’S OPTION TO MITIGATE: Following reentry, STATE may relet the Leased Premises and in that connection make any suitable alteration to the Leased Premises or change the character or use of the Premises but STATE shall not be required to relet for any use or purpose (1) which is different from that specified in the Lease or (2) which STATE may reasonably consider injurious to the Premises or (3) to any LESSEE which STATE may reasonably consider objectionable. STATE may relet all or part of the Leased Premises, alone or in conjunction with other properties, for a term longer or shorter than the term of this Lease, upon any reasonable terms and conditions.

C. (20.3) DAMAGES RECOVERABLE UPON TERMINATION: In the event of termination on default, as provided by Section 18 of this Lease, STATE shall be entitled to recover the following amounts as damages:

1. (20.3.1) The loss of reasonable rental value from the date of default until a new lease has been, or with the exercise of reasonable efforts could have been, secured.
2. (20.3.2) The reasonable cost of reentry and reletting, including the reasonable and necessary costs of any clean-up, refurbishing, removal of LESSEE’s property and fixtures, or any other necessary expense directly resulting from LESSEE’s failure to quit the Leased Premises upon termination and to leave them in the required conditions, including reasonable attorneys fees, court costs, and advertising costs.
3. (20.3.3) Any excess of the value of the rent and all of LESSEE’s other obligations under this Lease over the reasonable expected return from the Premises for the period commencing on the earlier of the date of trial or the date the Premises are relet and continuing through the end of the term. The present value of future amounts will be computed using a discount rate equal to the prime loan rate of major Oregon banks in effect on the date of trial.

D. (20.4) TERMINATION UPON MUTUAL CONSENT: This Lease may also be terminated by mutual written consent of LESSEE and STATE.

21. DELIVERY OF PREMISES: SURRENDER

In the event the Lease is terminated, or upon expiration, LESSEE shall have thirty (30) days within which to vacate the Leased Premises and shall surrender the eased Premises in substantially the original condition as of the date of this Lease. STATE may require LESSEE to restore the Leased Premises to the original condition as of the date of this Lease or STATE may itself restore the Leased ?remises and recover its reasonable and necessary restoration costs from LESSEE.

22. FIXTURES AND PERSONAL PROPERTY

All fixtures and personal property placed upon the Leased Premises during the term shall, upon expiration or termination of the Lease, become the property of STATE if not removed by LESSEE within thirty (30) days as provided in Subsection 20.1 and if not subject to the rights of any secured party having a security interest in such fixtures or personal property. LESSEE shall repair any physical damage resulting from such removal. If LESSEE fails to remove such fixtures, this shall constitute an abandonment of the property, and STATE may retain the property and all rights of LESSEE with respect to it shall cease. In the event of such abandonment, STATE may remove such fixtures and personal property and repair any physical damage resulting from such removal and charge the reasonable and necessary costs of removal and repair to LESSEE with interest at the maximum legal rate pursuant to ORS 82.010 from the late of expenditure by STATE.

23. HOLDOVER

If LESSEE does not vacate the Leased Premises at the time required, upon expiration or termination of this Lease, STATE shall have the option to treat LESSEE as a tenant from month to month, subject to all of the provisions of this Lease except the provisions for term. Failure of LESSEE to remove fixtures, equipment and/or other property which LESSEE is required to remove under this Lease, in the manner provided for in Sections 20 and 22, shall constitute a failure to vacate to which this paragraph shall apply if the property not removed will substantially interfere with occupancy of the Leased Premises by another lessee or with occupancy by STATE for any purpose including preparation for a new lessee.

If a month to month tenancy results from a holdover by LESSEE under the above paragraph, the tenancy shall be terminable at the end of any monthly lease payment period on written notice from STATE given not less than ten (10) days prior to the termination date which shall be specified in the notice. LESSEE waives any notice which would otherwise be provided by law with respect to a month to month tenancy

24. STATE’S RIGHT TO CURE DEFAULTS

If LESSEE fails to perform any obligation under this Lease, STATE shall have the option to do so after thirty (30) days’ written notice to LESSEE unless otherwise specified in this Lease. All of STATE’s reasonable and necessary expenditures to correct the default shall be reimbursed by LESSEE on demand with interest at the maximum legal rate pursuant to ORS 82.010 from the date of expenditure by STATE until paid.

In the event any violation or breach of the provisions of this lease is causing damage to the Leased Premises or the LESSEE is utilizing the Leased Premises in a manner not permitted by the provisions of this Lease, or in any case damages are occurring to the Leased Premises, STATE may immediate) enter upon the Leased Premises and take such action as necessary to cease such damages or use. LESSEE shall be liable to STATE for all reasonable and necessary costs incurred in correcting such violations.

25. RIGHT TO SUE MORE THAN ONCE

STATE may sue periodically to recover damages for the period corresponding to the remainder of the lease term and no action for damages shall bar later action For damages subsequently accruing.

26. REMEDIES CUMULATIVE

The remedies contained in this Lease shall be in addition to and shall not exclude any other remedy available at law or in equity, and exercise by either party of any one or more of such remedies shall not preclude the exercise by it at the same or different times of any other such remedies for the same default or breach by the ether party.

27. HAZARDOUS WASTE

LESSEE shall refrain from storing on, or discharging from or onto, the Lease Premises any hazardous wastes or toxic substances as defined in 42 USC 9601-9657, except as otherwise permitted by law.

28. INDEMNIFICATION

LESSEE agrees to indemnify, defend and hold STATE, its officers, employees, and its agents harmless from any and all damages, claims, actions, costs and expenses arising in whole or in part out of acts or omissions related to this Lease. STATE shall have no liability to LESSEE for any loss or damage caused by third parties or by any condition of the LEASED PREMISES.

29. INSURANCE COVERAGES

A. (29.1) WORKERS’ COMPENSATION: The LESSEE, its SUBLESSEES, if any, and all employers providing work, labor or materials under this Lease are subject employers under the Oregon Workers’ Compensation Law and shall comply with ORS 656.017, which requires them to provide Oregon workers’ compensation coverage that satisfies Oregon law for all their subject workers.

B. (29.2) COMMERCIAL GENERAL LIABILITY: LESSEE shall obtain, at LESSEE’s expense, and keep in effect during the term of this Lease, comprehensive or commercial general liability insurance covering bodily injury and property damage. This insurance shall include personal injury coverage, contractual liability coverage for the indemnity provided under this Lease and products/completed operations liability. Combined single limit per occurrence shall not be less than $1,000,000. Each annual aggregare limit shall not be less than $2,000,000 with commercial uses, when applicable.

C. (29.3) ADDITIONAL INSURED: The liability insurance coverages, except Professional Liability if included, required for performance of the Lease shall include the State of Oregon, the Division of State Lands and their sections, officers and employees as additional insureds but only with respect to the LESSEE’s activities to be performed under this Lease.

D. (29.4) NOTICE OF CANCELLATION OR CHANGE: There shall be no cancellation, material change, potential exhaustion or aggregate limits or intent not to renew insurance coverage(s) without 30 days’ written notice from the LESSEE or its insurer(s) to the Division of State Lands. Any failure to comply with the reporting provisions of this insurance, except for the potential exhaustion of aggregate limits, shall not affect the coverage(s) provided to the State of Oregon, its Division of State Lands and their sections, officers and employees.

E. (29.5) CERTIFICATE(S) OF INSURANCE: As evidence of the insurance coverages required by this Lease, the LESSEE shall furnish certificate(s) of insurance to the Division of State Lands prior to its issuance of a Lease. The certificate(s) will specify all of the parties who are additional insured (or loss payees). Insurance coverages required under this Lease shall be obtained from acceptable insurance companies or entities. The LESSEE shall be financially responsible for all deductibles, self-insured retentions and/or self-insurance included hereunder.

30. ATTORNEY FEES

If suit or action is instituted in connection with any controversy arising out of )r in connection with this Lease, the prevailing party shall be entitled to recover all ;oats and disbursements incurred, including such sum as the court may adjudge ,easonable as attorney fees at trial and on any appeal of the suit or action.

31. MODIFICATION

This agreement may be changed, altered or amended only by mutual written consent of the parties.

32. MERGER

This Lease constitutes the entire agreement between the parties, and no oral statement, representation or agreement not herein expressed shall be binding upon any party.

33. NON WAIVER

Waiver by either party of strict performance of any term of this Lease on any occasion shall not be construed as a waiver nor prejudice either party’s right to require strict performance of the same provision in the future or of any other provision.

34. PARTNERSHIP

STATE is not a partner nor a joint venturer with LESSEE in connection with the business carried on under this Lease and shall have no obligation with respect to LESSEE’s debts or other liabilities.

If LESSEE operates a commercial marina LESSEE shall comply with the State of Oregon Department of Environmental Quality and State Marine Board Guidelines for Sewage Collection and Disposal for On-Water Boat and Floating Structures.

36. NOTICES

Any notices required or permitted under this Lease shall be in writing and deemed given three (3) days after deposited, postage prepaid, in the United States mail as regular mail and directed to the address provided below or to such other address as may be specified from time to time by either of the parties in writing.

For STATE:

DIVISION OF STATE LANDS

775 Summer Street NE

Salem, OR 97310

For LESSEE:

HAYDEN ISLAND ASSOCIATES OF OREGON, LLC

C/O EAGEN LAND RESOURCES CO., INC.

8835 SW CANYON LANE  SUITE 304

PORTLAND, OR 97225

37. EXHIBITS

All exhibits hereto are expressly incorporated herein by reference and made a part hereof.

IN WITNESS WHEREOF the parties have executed this Lease.

LESSEE

HAYDEN ISLAND ASSOCIATES OF OREGON LLC

Signed by Mr. Eagen and notarized June 16, 1997

link to orginal page (opens in new window)

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Disclosure Statement

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1. Name and Address of Project. WEST HAYDEN ISLAND MOORAGE (“Moorage”) is located at 2630 N. Hayden Island Drive in Portland, County of Multnomah, Oregon.

2. Name. Address and Telephone Number of Developer/ Declarant (“Declarant”).

Hayden Island Associates of Oregon, L.L.C.

c/o Eagon Land Resources Co., Inc.

8835 S. W. Canyon Lane, Suite

304 Portland, Oregon 97225

(503) 203-8683

3. General Description of Moorage. Declarant is the lessee under Submerged and Submersible Land Lease No. ML-5951 from the State of Oregon, acting by and through the Division of State Lands (“State Lease”), for property located in the North Harbor of the Columbia River adjacent to the property located at 2630 N. Hayden Island Drive in Portland, County of Multnomah (the “Upland”). Declarant has developed a houseboat moorage facility on a portion of the river included within the State Lease with related facilities on the Upland.

Declarant is offering to sell each of fifty-six (56) subleases to Moorage Spaces in the Moorage as shown on the drawing attached hereto as Exhibit “A”. Declarant will provide each purchaser of a sublease with a license to use a Garage Space on the Upland pursuant to a license agreement.

The common facilities consist of the following portions of the Moorage (“Common Facilities”):

A. The Upland and driveway, monuments, security gates, landscape, fencing, garage spaces and buildings, and parking area located thereon;

B. The area leased under the State Lease, except for the Moorage Spaces;

C. Pilings, gates, floating ramps, walkways, docks, and utility and communication lines to the point of connection with a houseboat; and

D. All other portions of the Moorage in common use or for the common benefit of all.  Declarant is not reserving the right to construct any additional improvements in the Moorage other than those provided for in the Declaration.

4. Administration Generally. Pursuant to the Declaration of Covenants,

Conditions, Restrictions and Easements for West Hayden Island Moorage, recorded in the Records of Multnomah County, Oregon, on August 1, 1997, as Document No. 97116861 (the “Declaration”) the West Hayden Island Moorage Owners Association (the “Association”) has been organized to serve as a means through which the owners of subleases of Moorage Spaces may take action with regard to the administration, management and operation of the Moorage. Each owner is automatically a member of the Association. The Board of Directors is the governing body of the Association. Unless you serve as a member of the Board, hold an office or are on a committee appointed by the Board, your control of the administration and operation of the Moorage will, in most cases, be limited to your right to vote on certain matters as a member of the Association. There are actions that can be taken by the Board of Directors and the officers without a vote of the members, which can have a significant impact upon all owners.

5. Transfer to Association. Not later than ninety (90) days after the sale of all Moorage Spaces in the Moorage, Declarant will assign to the Association the State Lease, together with Declarant’s interest in all subleases of Moorage Spaces, and fee title to the Common Facilities subject to all encumbrances, covenants, conditions, restrictions, licenses, and easements existing at the time of conveyance.

6. Obligation to Pay Assessments. In order to provide funds for the operation and maintenance of the Moorage, the Association will levy assessments against your Moorage Space. If you are delinquent in the payment of assessments, the Association may enforce payment through a court proceeding or your Moorage Space may be liened and sold through a foreclosure proceeding.

The estimated annual expenses of the Association as of the date of this Disclosure Statement, including the amount you may expect to pay through assessment, are set forth in the estimated budget included in this Disclosure Statement. There is no guarantee the assessments will be adequate to pay the expenses of the Association.

7. Status of Construction. Construction of the Moorage was substantially complete on July 20, 1997.

8. Financing. Declarant is not contemplating offering any financing for purchase of the Moorage Spaces. Declarant has contacted several lenders and may introduce prospective purchasers to lenders who may be willing to make loans. However, Declarant is not undertaking any obligation to assist prospective purchasers to obtain financing.

[ There is no paragraph 9 ]

10. No Warranty. No warranties are given with respect to any portion of the Moorage and purchasers will accept the Moorage Space in its present condition, AS IS, including any latent defects, without any representation or warranties, express or implied.

11. Estimated Budget. A copy of the estimated budget for the Moorage and for the estimated assessments for each Moorage Space is attached hereto as Exhibit “B”. Except as otherwise specifically provided in the Declaration, the cost of maintenance, repair, and replacement of the Common Facilities shall be a common expense, and the performance of such work shall be the responsibility of the Association, except that any damage caused by the negligence or intentional act of an owner, his invitee, tenant, guest or servant shall be repaired by the Association at such owner’s sole cost and expense. Common expenses shall be assessed and apportioned among the owners equally.

The budget is an estimate only. Declarant does not represent or guarantee that the assessment, based on the estimated budget, shall be sufficient to meet the common expenses of the Moorage.

12. Documents by Which West Hayden Island Moorage Owners Are Bound.

A. West Hayden Island Moorage Declaration. The Moorage Declaration creates West Hayden Island Moorage. The Declaration, which is recorded in the Multnomah County Deed Records, describes the project, reserves certain rights to Declarant relating to sale of individual Moorage Spaces, and provides for restrictions on how individual owners may use their Moorage Spaces.

B. West Hayden Island Moorage Bylaws. The Bylaws, which have been adopted by Declarant on behalf of West Hayden Island Moorage Owners Association, have been recorded simultaneously with the Declaration. The Bylaws set forth the working rules of the operation of the Association, provide for election of directors and officers, impose assessments, provide for insurance, and contain certain use restrictions and the like.

C. Rules and Regulations of West Hayden Island Moorage. No rules and regulations have been promulgated as of the date of this Disclosure Statement, although the Board of Directors has authority to do so. The rules and regulations cannot be contrary to any provision in the Declaration or Bylaws.

D. Deed of Sublease. Purchasers will execute a Deed of Sublease covering the purchased Moorage Space, which deed contains the Purchaser’s covenants, among other things, to comply with the Declaration, Bylaws, and rules and regulations, as well as the terms of the underlying State Lease.

E. Garage Space License Agreement. Purchasers will execute a License Agreement authorizing their use of a Garage Space located on the Upland. The License Agreement will require you to comply with the Declaration, Bylaws, rules and regulations, and additional restrictions set forth in the License Agreement regarding the use of the Garage Space.

F. Additional Recorded Restrictions. In addition to the provisions of the Declaration, the Articles of Incorporation for the Association, the Bylaws and any rules or regulations promulgated thereunder, each owner of a space in the Moorage is subject to covenants, conditions, restrictions, easements, and assessments as set forth in the instruments listed on Exhibit “C”.

13. Insurance. * The Association will carry property loss insurance on the Common Facilities. However, the policy will have a deductible. Purchasers will be responsible for the

“deductible, ” and Purchasers must insure their houseboat, furniture, and other personal property, including any personal property located in the owner’s Garage Space. Generally, the Board of Directors will determine the amount of the deductible for property loss insurance policies, as well as other insurance policies required to be procured by the Association under Article 8 of the Bylaws. In determining the deductible under the policies, the Board, among other factors, shall take into consideration the availability, cost, and loss experience of the Association. In this regard, as in other Board responsibilities, the Board members are required to exercise their reasonable business judgment.

The Association will have no responsibility to procure or assist in procuring property loss insurance for any owner or tenant for:

A. Damage to a Moorage Space not covered by the Association’s policy; or

B. For any damage or loss to the owner’s or tenant’s houseboat or other personal property.

Owners will be responsible for purchasing insurance policies insuring their Moorage Space for the deductible amount under the Association’s policies and for insuring their own houseboat and other personal property for any loss or damage. Tenants will be responsible for insuring their own houseboat and other personal property for any loss or damage. The Board of Directors must notify all owners of the amount of the deductible under the Association’s policies. To the extent reasonably practicable, the Board of Directors must give at least thirty (30) days notice to the owners of any material increase in the deductible proposed in renewal or replacement insurance policies. Owners and tenants of all Moorage Spaces must procure and maintain comprehensive liability policies having combined limits of not less than One Million and No/100 Dollars ($1,000,000.00) for each occurrence. Such insurance shall provide coverage for, but not be limited to, the negligent acts of the owner(s) and tenants(s) and their guests or other occupants of the Moorage Space(s) for damage to the Common Facilities, Moorage Spaces, and the property of others located therein.

If the Association is required or elects to reconstruct any of the Moorage which has been damaged or destroyed, all affected owners (i. e. owners whose Moorage Space has been damaged or destroyed) will contribute to the Association all amounts received by them from property loss insurance policies to help pay for the repairs. To the extent such insurance proceeds are unavailable or unpaid when needed, the Association will assess any owner the amount of the Association’s “deductible” under its policy to pay the cost of repairing or reconstructing such owner’s Moorage Space. Such assessment will be both a personal obligation of such owner and a lien against such owner’s Moorage Space in the same manner as any other Association assessment.

14. Pet Restrictions. No pets or animals shall be raised, kept or permitted on or in the Moorage Space or Common Facilities, except as follows:

A. A reasonable number of birds and fish may be kept in houseboats provided they are quiet and are not raised for commercial purposes.

B. No more than one (1) dog and two (2) cats will be permitted to remain in each houseboat, subject to the following:

1) Each dog must be kept on a leash, and must be in the company of its owner when outside the houseboat.

2) No outside kennels or animal enclosures of any kind will be permitted.

3) When outside, no dog will be left unattended or tied to the exterior of any houseboat. Each owner will be required to clean up after his pet anywhere on the Moorage.

4) Each animal must conform to rules and regulations of behavior as adopted and revised by the Board of Directors from time to time.

5) Each owner will be responsible to control barking, aggressive behavior or any other nuisance or problem created by his pet. If, after a warning by the Association, the pet continues to be a nuisance as judged by a majority vote of the Board of Directors, the Board, after written notice and opportunity for the owner to be heard, may require that the pet be permanently removed from the Moorage.

6) The owner of a Moorage Space shall be held responsible for all the actions of any tenant’s or occupant’s pets.

15. Restrictions on Alienation; Use or Occupancy. Article 4 of the Declaration contains the use and occupancy restrictions and rules of conduct for the Moorage, including restrictions on structures permitted in the Moorage and the construction thereof, the use of the Common Facilities, restrictions on leasing, pets, and other limitations.

In an effort to make this Disclosure Statement meaningful and readable, the Declarant . has chosen to summarize those items which are found in the Declaration and Bylaws. There maybe other significant aspects of ownership of a Moorage ~ Space at West Hayden Island Moorage.  No purchaser should acquire an interest in a Moorage Space at. West Hayden Island Moorage, without having first carefully reviewed all the documents to which the space is subject, and satisfying himself that the interest being purchased meets his needs.

DATED this 10th day of August , 1997.

Ken Eagan

Fines

Procedures

WHIMOA RULES 2630 N. HAYDEN ISLAND DR. PORTLAND, OR 97217 – UPDATED OCTOBER 2023

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Referencing the By-Laws and CC&Rs Para 4.14 Association Rules and Regulations, the WHIMOA BOD is authorized to establish a set of rules to conduct the business of the Association and to define procedures to follow for the operation of the facility. To-wit:

Rule #1. The WHIMOA BOD may take action to levy a fine for violations of the CC&Rs and these rules caused by either an Owner, guest of an Owner or Tenant. In accordance with the CC&Rs, an Owner is responsible for their guests and their tenants and their tenant’s guests, and therefore, all further references to Owner, Guest of an owner or tenant (to include tenant’s guests) regarding violations will be referred to only as Owner, where practical, since they are the responsible party. Rule #1 established the guidelines and procedures by which a violation or an alleged violation will be handled. Guidelines for the Violations and Adjudication committee in processing an alleged violation are at Attachment 1.

Rule #1a. An owner or tenant may present an alleged violation of the CC&Rs or Rules to the BOD for action.
Rule #1b. Any alleged violations of the CC&Rs or Rules must be submitted in writing to the BOD with full details as to the violation. Full details include, date, time, CC&R or Rule paragraph in violation, nature of violation, person in violation, person observing the violation and any potential witnesses or pictures.
Rule #1c. The BOD will assign the alleged violation to the Violations and Adjudication Committee for fact finding and recommendations to the BOD.
Rule #1d. The BOD will take action on the alleged violation based on the recommendations of the Violations and Adjudication Committee.
Rule #1e. On recommendation of the Violations and Adjudication Committee, the BOD will notify the owner of (a) the alleged violation, (b) the amount of the proposed fine, and (c) the opportunity for a hearing. Such notification may be by first class mail to the last known address of the owner according to the Association’s records or by personal delivery. Owner shall have ten days from the date such notice is mailed or delivered to request a hearing in writing to the BOD.
Rule #1f. The BOD shall place the alleged violation on the agenda of the next reasonable BOD meeting following the suspense date of the notification as stated in Rule #1e.
Rule #1g. If the owner does not timely request a hearing or fails to attend the hearing, the BOD may render a decision without a hearing or without the participation of the owner.
Rule #1h. The action of the BOD through this process is the final remedy to the violation. The BOD shall notify the owner of the action of the board.
Rule #1i. The BOD shall levy fines as stipulated in the Fine Appendix A to these rules. Should a violation be identified that does not have a specified fine assigned, the BOD may assign a fine to the violation as indicated by “Other”.

Rule #2. Dues, Assessments, Fines and Penalties are due on the first of the month following the month they are incurred. Dues, Assessments, Fines and Penalties not paid when due shall incur interest at the rate of 18% per annum until paid.

Rule #3. The speed limit in the moorage is 15 MPH. All owners, owner’s guests, tenants and tenant’s guests must adhere to this speed limit. A fine may be levied against an owner for violations of this speed limit by the owner, owner’s guests, tenants or tenant’s guests.

Rule #4. Owners are responsible for the action of their pets, guest’s pets, tenant’s pets, and tenant guest’s pets, the same as they are responsible for the action of their guests, tenants, and tenant’s guests. The BOD has adopted the Multnomah County Animal Control ordinance Chapter 13 in its entirety for the West Hayden Island Moorage. Owners are subject to a fine for not following the ordinance, the CC&Rs and these rules.
Rule #4a. Within the moorage there is a designated off-leash area that is identified by signage. This area is defined as the wooded area beginning at the curve inside of the gate entering the moorage, east of the driveway curbing, and south to the beginning of the grass on the south curve of the driveway. No grassy areas in the moorage are included in the off-leash area. In all other areas, dogs must be on a leash and constrained by their owner.
Rule #4b. Mutt-Mitts are provided at each gazebo. Moorage owners are responsible for the removal of the excrement of pets of the owner, owner’s guests, tenants, and tenant’s guests. This applies everywhere in the moorage, even in the off-leash area. Pet owners are expected to maintain visual oversight of their pet and monitor the pet sufficiently to observe and remove excrement as long as it can be reached by the owner. Moreover, to help avoid contamination of the City’s ground water and waterways, Portland City Code requires that all pet excrement be picked up and disposed of in a proper receptacle. As such, all Moorage residents are prohibited from discarding excrement in the river.
Rule #4c. Moorage Owners are responsible for any damage caused by pets of the owner, owner’s guest, tenants or tenant’s guests. This includes all domesticated animal pets that are allowed to be outside of or off of the owner’s moorage slip whether leashed or not.
Rule #4d. Moorage Owners are responsible for pet nuisance caused by pets of the owner, owner’s guest, tenants or tenant’s guests. This includes all domesticated animal pets kept within the moorage. Examples of nuisance are excessive barking, excrement left on owner’s decking, cats digging in other’s flower beds, etc.
Rule #4e. Per CCR Section 4.6.2, no more than 2 dogs and 1 cat or 1 dog and 2 cats are allowed per household.  This limitation does not apply to short-term guests of two weeks or less.

Rule #5. Operating a business inside of the moorage is prohibited. Rule #5 is to further define what constitutes operating a business within the moorage. Rule 5a, b, c, and d is a restatement of the limitations of “operating a business” as stated in the CC&Rs. 5c1, 2, and 3 are added definitions as are all others under Rule #5.
Rule #5a. Garage Space may be used by an Owner as a personal shop, but no commercial or business activity may be conducted from any Garage Space.
Rule #5b. No trade, craft, business, profession, commercial or similar activity of any kind shall be conducted within the uplands or Moorage Space,
Rule #5c. No goods, equipment, vehicles, materials or supplies used in connection with any trade, service or business be kept or stored on any Moorage Space or Garage Space.
Rule #5c1. 5c above shall include any vessel, barge or float used in connection with any trade, service or business.
Rule #5c2. A vessel, barge or float owned by an outside contractor and used in connection with a remodel or repair may be temporarily stored at an owner’s slip with the approval of the BOD. Temporary storage for a vessel, barge or float must be requested in writing to the BOD and indicate the size, use and inclusive dates of such temporary storage.
Rule 5d. Nothing in these rules shall be deemed to prohibit the right of the Owner of a Moorage Space to maintain his home office, professional personal library, keep his business or professional records or accounts, handle his business or professional telephone calls or confer with a reasonably limited number of business or professional associates, clients or customers in his Houseboat.
Rule 5e. Operating a business is further defined in 5e1 and 5e2 below as defined by the City of Portland, Charter, Codes and Policies definition.
Rule 5e1. A. “Business” means an enterprise, activity, profession or undertaking of any nature, whether related or unrelated, by a person in the pursuit of profit, gain, or the production of income, including services performed by an individual for remuneration, but does not include wages earned as an employee.
Rule 5e2. B. “Doing Business” means to engage in any activity in pursuit of profit or gain, including but not limited to, any transaction involving the holding, sale, rental or lease of property, the manufacture or sale of goods or the sale or rendering of services other than as an employee. Doing business includes activities carried on by a person through officers, agents or employees as well as activities carried on by a person on his or her own behalf
Rule #5f. Operating a business shall be further defined as conducting an activity for which a monetary amount is transferred whether it is classified as cash, check, credit or barter between an owner as a provider and a recipient as a non-owner. This condition is exclusionary of whether or not the owner is licensed to conduct such activity.
Rule #5g. Nothing in these rules shall restrict one owner from assisting another owner in maintaining or upgrading their personal property without remuneration.

Rule #6. Each Owner shall maintain his Moorage Space, Garage Space, Houseboat, floats, and all other personal property belonging to him at the Moorage in a clean and attractive condition, in good repair, and in such fashion as not to create any fire danger or environmental hazard. An owner that fails to follow this condition shall have their personal property considered a nuisance.
Rule #6a. WHIMOA shall reimburse owners for the cost of repairing the mechanical elements of garage doors that enable them to open and close (e.g., springs, runners).  However, owners are responsible for all repairs related to electric garage door openers and their clickers, and for any damage done to the doors or to the garages themselves.

Rule #7. Storage of materials or parking of trailers by Owners in areas within the Upland is not permitted.
Rule #7a. An owner shall not allow any guest or tenants guest to park a trailer, motor home or store materials within the uplands for any duration.
Rule #7b. An owner or tenant, for the purpose of transitioning a boat, travel trailer, or motor home, may use a single parking space near the center of the parking area for a period not to exceed 48 hours in any ten consecutive days. Short extensions of time past the 48-hour limit must be requested in writing to the BOD. The request must include a legitimate reason and length of time for the extension.
Rule #7c. An owner exceeding the maximum time shall be subject to a fine as listed in Appendix A.
Rule #7d. An owner that allows a guest or tenant’s guest to violate Rule #7a is subject to a fine as listed in Appendix A.
Rule #7e. A trailer, travel trailer, or motor home that exceeds the space limitation of a single parking space shall be parked in the center driveway.
Rule #7f. An owner is responsible to have the owner or tenant move materials delivered to the moorage for their use to their garage or moorage slip within the same business day of the delivery.

NOTE: For the purpose of this rule, the definition of “transitioning” shall mean, in the case of a boat or boat trailer awaiting the launch or recovery of the boat, for the purpose of a travel trailer or motor home, the cleaning or provisioning before and after a trip or its use. Also for the purpose of this rule, a “single parking space” shall have a length restriction of 25 feet.

Rule #8. No Owner shall permit any vehicle which is in an extreme state of disrepair or is not properly licensed and registered to be abandoned or to remain parked upon the Upland in excess of forty-eight (48) hours in any thirty-day period. No Owner shall permit any vessel which is in an extreme state of disrepair or is not properly licensed and registered to be abandoned or to remain within the moorage in excess of forty-eight (48) hours in any thirty-day period.
Rule #8a. A vehicle or vessel shall be deemed in an “extreme state of disrepair” when the Board of Directors reasonably determines that its presence offends the occupants of the Moorage.
Rule #8b. An owner violating this rule shall be given notice to remove the
vehicle or vessel from the premises. Upon receipt of this notice, the owner has three days to provide the BOD with a letter as a means of being heard on the matter; verbal communications will not be accepted. Upon being heard, the BOD will take action to dismiss the matter as justified or will provide the owner with final notice. The final notice will also include a daily fine as listed in Appendix A, the date the fine begins, and the date on which the vehicle or vessel will be towed if not removed.

Rule #9. Unauthorized parking shall not be permitted.
Rule #9a. No owner, owner’s guest, owner’s tenant or tenant’s guest shall park in a no parking zone, in front of a fire hydrant or along a designated fire lane.
Rule #9b. No owner shall permit a vehicle not owned by the owner or owner’s tenant to remain parked upon the Upland while the owner of that vehicle is not visiting the owner or tenant as a guest in the moorage.
Rule #9c. No owner shall permit a guest or tenant’s guest to park a vehicle upon the Uplands as a convenience to that guest while traveling.
Rule #9d. No owner shall permit a water-craft or vessel not owned by the owner or owner’s tenant to remain moored within the moorage while the owner of that water craft or vessel is not visiting the owner or tenant as a guest in the moorage.
Rule #9e. No owner shall permit the storage of a vehicle within the upland outside parking that is not used on a regular basis. The intent of the term ‘regular’ means daily or weekly.
Rule #9f. To facilitate easy identification of owners’ vehicles, WHIMOA has implemented a parking sticker policy. Stickers are issued for each vehicle an owner or resident (tenant) regularly parks in the parking area. Sticker should be placed in the rear window of vehicle, lower left (driver side) corner. Necessary exceptions must have BOD approval. Stickers are not required for vehicles owned by guests.

Rule 10. Construction activity as authorized will be limited to the hours of 8:00 a.m. to 5:00 p.m. Monday through Friday only for outside contractors. For purposes of this Rule, the term “contractor” does not include utility workers, such as those that provide services for gas, electric, and cable companies. Remodeling construction and home maintenance activity by the slip owner as authorized will be limited to the hours of 8:00 a.m. to 5:00 p.m. Monday through Friday and 9:00 a.m. to 5:00 p.m. on Saturday and Sunday and legal holidays, except in an emergency repair situation.
Rule 10a. An outside contractor may be authorized to perform work in the moorage with prior approval of the BOD. The BOD will address this approval after receiving a letter from the owner identifying the circumstances which would require the outside contractor to perform the work on Saturday as opposed to during the normal contractor authorized times.
Rule 10b. Unauthorized construction activity will be subject to a fine as shown in Appendix A, Fines. Unauthorized construction activity is any construction activity performed on the exterior of the owners floating home which does not have the approval of the BOD.
Rule 10c. As of June 30, 2006 New Construction in the moorage is not authorized. All new construction must be performed off site until substantially complete as stated in the CC&Rs. An owner in violation of this section of the CC&Rs and these rules will be subject to a fine as shown in Appendix A, Fines. Rule 11. Access devices including Access cards and Remote transmitters shall be used to gain access through the vehicle gate 

Rule 11. Access devices including Access cards and Remote transmitters shall be used to gain access through the vehicle gate.
11.a. The owner of each moorage space is authorized 2 Access Cards at no charge and 2 Remote Transmitters at the current price of $50.00 per Remote.
11.a.1. These access devices are intended for use by slip owners and their immediate family. They will be registered in the access control database as assigned to the owner(s), family members, or renters. Each access device may be registered to no more than 1 family member or resident.
11.a.2. If the access device is to be issued to a non-resident such as a house keeper, maid, chef, etc. the owner must provide notification to the BOD as stated in rule 11.d. below.
11.b. Additional cards and remotes: Two additional cards can be purchased at
$50 per card, and two more at $100 per card. Two additional remotes can be purchased at
$100 per remote. These additional cards and remotes are also covered by the
requirements of 11.a.1 and 11.a.2.
11.c. The BOD may be petitioned for special circumstances to request relief from the “convenience fee”.
11.d. In any case, if an access device is intended to be issued to a non-resident or to someone other than an immediate family member:
11.d.1. It must be justified to the BOD.
11.d.2. The owner must provide the name of the intended recipient along with the expected times of access. This information will be placed into the database to identify that person in the access reports.
11.d.3. The owner must instruct the recipient on the rules for its use including what constitutes abuse.
11.e. What constitutes abuse: Any act to circumvent the purpose of the gate access control system whether or not intentional shall constitute abuse.
11.e.1. The intended purpose of the access control system is to (I). Control the entry of vehicles and (ii). Identify those individuals gaining access through the use of the access devices.
11.e.2. A holder of an access device must not “loan” the device to another person without prior coordination with the BOD.
11.e.3. A holder of an access device that wishes to “train” his/her vehicle remote entry system with that device must notify the board of their intention to do so, to allow that information to be added to the database.
11.e.4. Nothing in this rule shall prevent the holder of an access device from loaning his/her vehicle to a third party and subsequently allowing the third party to gain access through the use of the device located in that vehicle.
11.f. The penalties for abuse of the access control system shall be a fine of up to $500.00 and or deletion of all access devices except 1 card held by that owner.

Rule #12. The occupancy of the moorage space and the use of the associated garage space must remain together. If the Owner of a moorage space rents or leases his/her moorage space to another party, the rent or lease agreement shall include the right to use the associated garage space by the tenant.

Rule #13. Owner assessments, sometimes referred to as “dues,” are expected to be paid on the first of each month if not on automatic payment. There will be a “grace period” of one week at the beginning of each month. Any owner who has not paid the assessment by the 7th of the month will be assessed a $35 late fee. (Automatic payments can be arranged with the Treasurer and are not subject to late fees.)

Rule #14  No homeowner or resident shall construct, reconstruct, or alter, even temporarily, any common facility without specific prior permission of the BOD.  This includes the opening or moving of the west walkway.  Because such actions can have serious consequences for the moorage and its residents, the fine for violations of Rule 14 is set at $2500 per incident.

Rule #15  Each year, on the moorage’s Community Work Day, participating volunteers inspect and dye test owners’ honeypots and systems, for free, as long as they are readily accessible.  If a honeypot is not available for inspection that day, the Board assesses the owner a fee of $50.00 to cover the cost of a return visit, by appointment, to inspect the components.  This inspection must be completed within 15 days following Community Work Day.  Alternatively, owners may choose to request a waiver of this nominal fee to hire, subject to Board approval, a locally licensed inspector to certify the integrity of the honeypot and system.  Written documentation of this certification must be provided to the Board within the 15-day period following Community Work Day.  The Board will assess a fine for noncompliance with this Rule.

Rule #16 To help alleviate the burden of work placed on the BoD regarding property rentals on the Moorage, any owner renting his or her slip/floating home is required to serve as, or to be represented by, a Property Manager or a property management company. Property Managers will work with the Board to ensure that all WHIMOA requirements for the execution and management of the rental are met. In order for an owner or those identified by the owner (e.g., another moorage resident; commercial Property Management company) to serve as a Property Manager, the following requirements must be met: (1) Owners must notify the BoD Secretary of an upcoming rental prior to any action being taken regarding the rental; and (2) All Property Managers must strictly adhere to the requirements set forth in the WHIMOA Property Manager Checklist. There may be no deviations from the Checklist requirements. Once notified of an upcoming rental, the BoD Secretary will send the identified Property Manager a link to all WHIMOA required rental documents and the Property Manager Checklist.

Rule #17 All Moorage nonowner residents are subject to WHIMOA screening and residency requirements. By definition, nonowners are not members of the West Hayden Island Moorage Owners Association.

Rule 17.a. In accordance with WHIMOA CC&Rs 4.3 – 4.3.3, all residents of the Moorage (owners, tenants, residents) are required to undergo a background check for approval by the BoD. In addition to this screening process, all residents are also required to receive and read the WHIMOA governing documents (Bylaws, CC&Rs, and Rules), and to sign an Acknowledgment Form to affirm that they have done so and that they will comply with these documents. Additionally, all residents are to obtain a parking sticker if they maintain a car at the Moorage. These residency requirements are addressed for new owners and tenants during WHIMOA’s sales and rentals processes, but those residents (adult children, family members, friends ) who move to the Moorage to live with existing owners or renters are also subject to these requirements.

Rule 17.a.1. Owners are required to notify the BoD Secretary of all new nonowner residents living with them, who, whether adult children, other family members, or friends, must undergo a background check, complete the Acknowledgment Form, and obtain a parking sticker, if appropriate. Please see Definitions, below, for additional information regarding Guests and House Sitters.

Rule 17.a 2 Owners bear ultimate responsibility for the behavior of their guests, house sitters, and all individuals residing with them, and are subject to violation notices and fines for noncompliance with WHIMOA’s CC&Rs and the residency screening process.

Rule 17.b By definition, nonowner residents are not members of the Association and, as such, are prohibited from receiving information related to the West Hayden Island Moorage Owners Association via emails, and from attending monthly BoD and annual meetings.

Rule 17.b.1 To enable owners to designate individuals who reside with them, but do not appear on the Deed of Sublease, and who, therefore, are not considered owners or members of the Association, to receive information related to the West Hayden Island Moorage Owners Association via emails, and attendance at monthly and annual meetings, an owner may complete and submit to the BoD a “Designation of Non-Owner to Receive WHIMOA Information” form, available on the WHIMOA website. Owners may not designate their Renters to receive this information or to attend meetings. This designation in no way delegates the legal rights of owners to the designee. Please note that, should it become appropriate, the Secretary of the WHIMOA Board of Directors is to be notified, in a timely manner, of the need to rescind this designation.

Definitions

Owner is defined by CC&R 1.11 as the person or persons holding a Moorage Space Deed of Sublease. The rights, obligations, and other status of being an owner commence upon the acquisition of a leasehold estate under a Sublease and terminate upon disposition of such leasehold estate.

Membership is defined by CC&R 6.3 to include every owner of one or more Moorage Spaces within the Moorage who, during the entire period of such owner’s ownership of a leasehold estate in one or more Moorage Spaces within the Moorage, shall be a member of the Association.

Adult child is defined as an owner’s child who is 18 years of age and older.

Nonowner resident is defined as an owner’s family member, friend, or other individual who lives with an owner and receives mail here.

Guest is defined as an owner invitee who resides in the Moorage, with the owner present, for a period of up to one month. Owners who host guests beyond the one month period are required to inform the BoD of their presence; to arrange for the guest to receive copies of the governing documents and sign an Acknowledgement Form; and to provide the BoD with the guest’s vehicle information.

House Sitter is defined as a person who occupies a dwelling to provide security and maintenance while the resident is away. Whether a family member, friend, or an individual engaged to provide this service on a professional basis, all house sitters must be approved by the BoD. Regardless of the house sitting duration, owners are required to inform the BoD of the presence of house sitters; to arrange for the house sitter to receive copies of the governing documents and sign an Acknowledgement Form; and to provide the BoD with the house sitter’s vehicle information. All professional house sitters are required to undergo a background check before arrival.

Rule #99. This rule will apply when a violation of the CC&Rs that is not identified in the above specific rules can be identified and adjudicated.

Rule #100. An owner that feels it necessary to request a variance to a given rule must request the variance in writing to the BOD in advance of the violation of the rule and in sufficient time so that the BOD may take the matter into consideration at the next regular BOD meeting. The decision will be based on a majority vote of the BOD at the regular meeting.

Dates of Revision: Approved 2 Nov 2006, Rule 11 added 3 May 2007, Rule 4e added 4 Sept 2008, Rule 9f added 10 Mar 2014, Rule 7b changed to “48” hours, Rule 5c3 deleted 4 Dec 2014, Rule 7 fine adjusted to $100. Rule 11 modified 2 Feb 2017. Rule 12 added 6 April 2017. Rule 13 added 4 May 2017. Rule 14 added 5 Sept 2017 by special meeting. Rule 15 added 11 July 2019. Rule 6a added 3 October 2019. Rule 4e added 7 November 2019. Rules 4a, 4b, 11.a and 11.a.1 revised 7 May 2020. Rule 16 added 10 August 2020. Rule 10 revised 11 May 2021. Rule 16 updated 3 October 2023. Rule 17 added 3 October 2023.

		Appendix A  Fines
Violation		Fine		Recurrence Rate		Rule #
Dogs Off Leash		$50		First Occurrence		4
	$100			Second Occurrence
	$250			Each Subsequent Occurrence
Not Cleaning Up after Pet		$10		First Occurrence		4
	$25			Each Subsequent Occurrence
Damage Caused by Pet		$100 plus Damage Repair Costs		Each Occurrence		4
Nuisance Caused by Pet		$25		Each Occurrence		4
Exceeding household pet limits		$100		Per Month Per pet in excess of household pet limits		4
(2 dogs/1 Cat or 1 dog/2 cats)
Derelict Vehicle		$150		Per Month		8
	$150			After 1 Month Per Week
	$150			After 2 Months Per Day
Derelict Water Craft		$150		Per Month		8
	$150			After 1 Month Per Week
	$150			After 2 Months Per Day
Unlicensed Vehicle		$50		Per Month		8
	$50			After 1 Month Per Week
	$50			After 2 Months Per Day
Unlicensed Water Craft		$50		Per Month		8
	$50			After 1 Month Per Week
	$50			After 2 Months Per Day
Property Nuisance		$100		Per Month		6
Trailer, Motor Home, Materials		$100		Per Day		7
Vehicle Excess Speed		$50		First Occurrence		3
	$100			Second Occurrence
	$250			Each Subsequent Occurrence
Unauthorized Construction		$500		Per Day		10
Operating a Business inside the Moorage		$500		Per Month		5
Parking Violation		$25		Per Day		9
Vehicle Without Parking Sticker		$25		Per Day		9 (f)
	$50			After 1 Week Per Day
		Vehicle Towed		After 1 Month
Misuse of Access Devices		$500		Per Occurrence		11
Other		$100		Per Occurrence or Per Day		99

Note: The owner will be responsible for fines levied for violations by an owner’s tenant or guest.

ATTACHMENT 1

Board of Directors Action

&
VIOLATIONS AND ADJUDICATION PROCEDURES

The primary objective of the Violations and Adjudication Committee (VAC) is to identify the validity of an alleged violation of the CC&Rs and/or Rules of West Hayden Island Moorage. In fairness to all moorage owners, it is incumbent upon the VAC to investigate to the best of their ability the alleged violation and to make a reasonable presentation of facts to the BOD for action.

The intent of this process it to provide a fair and factual assessment of an alleged violation to the BOD and to provide an avenue for the alleged violator to defend their position with the BOD prior to final BOD action.

1. For an alleged violation to be actionable, the violation must be clearly identified with respect to the specific paragraph of the CC&Rs or the Rules.
2. An owner citing an alleged violation to the BOD must do so in writing, verbal notification will not be addressed as a BOD action.
3. The owner citing the alleged violation must submit to the BOD the violation in compliance with Rule 1a & b.
4. Upon receipt of an alleged violation, the BOD will assign a suspense and commission the VAC to investigate and report the facts of the alleged violation.
5. The VAC will use every reasonable means to identify and report the facts of the alleged violation to include citing owner’s statements, violator’s statements, any witnesses and other evidence of fact.
6. Upon receipt of the report findings from the VAC, the BOD will place the matter on the next BOD meeting agenda and take an action to notify the alleged violator as required in Rule 1e, of the violation, the intended fine and an opportunity for a hearing on the matter.
7. The alleged violator must request a hearing, in writing, by the BOD within the suspense time indicated in Rule 1e & g.
8. If a hearing is requested, the BOD may call upon the VAC Chair to present the facts at the hearing.
9. If the alleged violator fails to request a hearing or fails to appear at the scheduled hearing, the BOD will vote on the remedy and render the decision.
10. The BOD will notify the owner of the Decision.

BYLAWS PRIVATE OF WEST HAYDEN ISLAND MOORAGE OWNERS ASSOCIATION

 ARTICLE 1

DEFINITIONS

 1.1 Association.  “Association” shall mean the West Hayden Island Moorage Owners Association, a nonprofit corporation organized and existing under the laws of the State of Oregon.

1.2 Articles of Incorporation.  “Articles of Incorporation” shall mean the Articles of Incorporation of the Association.

1.3 Declaration.  “Declaration” shall mean the Declaration of Covenants, Conditions, Restrictions, and Easements for West Hayden Island Moorage recorded in the Records of Multnomah County, Oregon on August 1st, 1997, as Document No. 97116861, as the same may be subsequently amended and supplemented pursuant to the terms thereof.

1.4 Incorporation by Reference.  Except as otherwise provided herein, the terms which are defined in Article 1 of the Declaration are used in these Bylaws as therein defined.

ARTICLE 2

MEMBERSHIP

2.1 Membership.  Every Owner of one or more Moorage Spaces with the Moorage shall, during the entire period of such ownership of a leasehold estate in one or more Moorage Spaces, within the Moorage, be a member of the Association.  Such membership shall commence, exist, and continue simply by virtue of such ownership, shall expire automatically upon termination of such ownership, and need not be confirmed or evidenced by any certificate or acceptance of membership.

2.2 Membership List.  The Secretary shall maintain at the principal office of the Association a membership list showing the name, addresses, and membership date of the Owner of each Moorage Space.  The Secretary may accept as satisfactory proof of such ownership a duly executed and acknowledged conveyance, a title insurance policy or other evidence reasonably acceptable to the Board of Directors.

ARTICLE 3

MEETINGS AND VOTING

3.1 Place of Meetings.  Meetings of the members of the Association shall be held at such place convenient to the members as may be designated in the notice of the meeting by the Board of Directors.

3.2 Annual Meeting.  The annual meeting of the members for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such hour and on such day, during the month of January or February of each year, as the President may designate, or if the President should fail to designate a date by the first of February, then at 7:30 p.m. on the last Tuesday in February.  The first annual meeting shall be held within 120 days after termination of the Class B membership.

3.3 Special Meetings.  A special meeting of the Association may be called at any time by the President or by a majority of the members of the Board of Directors.  A special meeting shall be called upon receipt of a written request stating the purpose of the meeting from members who are entitled to vote twenty-five percent (25%) of the votes of the membership.

3.4 Notice of Meetings. 

3.4.1    Written or printed notice stating the place, day, and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than fifteen (15) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of, the President or the Secretary or the persons calling the meeting, to each member entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage fully prepaid thereon, addressed to the member at his most recent address as it appears on the records of the Association.

3.4.2    When a meeting is adjourned for thirty (30) days or more, or when a redetermination of the persons entitled to receive notice of the adjourned meeting is required by law, notice of the adjourned meeting shall be given as for an original meeting.  In all other cases, no notice of the adjournment or of the business to be transacted at the adjourned meeting need be given other than by announcement at the meeting at which such adjournment is taken.

3.5 Quorum.  At any meeting of the Association, members having one-half of the votes entitled to be cast at such meeting, present, in person or by proxy, shall constitute a quorum.  When a quorum is once present to organize a meeting, it cannot be lost by the subsequent withdrawal of a member or members.  If any meeting of members cannot be organized because of a lack of quorum, the members who are present, either in person or by proxy, may adjourn the meeting from time to time until a quorum is present.  For each such adjourned meeting, the quorum shall be reduced by one-fourth of the quorum of the previous meeting.

3.6 Voting Rights.  The Association shall have one class of voting membership consisting of Class A Members.  Class A Members shall be Owners of Moorage Spaces.

 All voting rights in the Association shall belong to the Class A members.  On all matters upon which the Class A members are entitled to vote, each Class A member shall have one (1) vote for each Moorage Space owned by such Class A member within the Moorage.  When more than one person holds an interest in any Moorage Space, all such persons shall be members.  The vote for such Moorage Space shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any Moorage Space.

3.7 Joint Ownership.  In any case in which two or more persons share ownership, the vote or consent of any one or more of such persons shall constitute the vote or consent of the entire ownership interest; provided, however, that in the event such persons disagree among themselves as to the manner in which any vote or right of consent held by them shall be exercised with respect to a pending matter, any such person may deliver written notice of such disagreement to the Secretary of the Association and the vote or right of consent involved shall then be disregarded completely in determining the proportion of votes or consents given with respect to such matter.

3.8 Proxies.  Every member entitled to vote or to execute any waiver or consent may do so either in person or by written proxy duly executed and filed with the Secretary of the Association.  No proxy shall be valid after the meeting for which it was solicited, unless otherwise expressly stated in the proxy, and every proxy shall automatically cease upon sale by the member of the Moorage Space upon which the proxy is based.

3.9 Majority Vote.  The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by law, by the Declaration, by the Articles of Incorporation or by these Bylaws.

3.10     Ballot Meetings.  At the discretion of the Board of Directors, any matter which might come before the Association at a meeting, including the election of directors, may be determined by proxy ballot rather than at a formal gathering.  Ballots shall be sent to all Owners entitled to vote in the same manner as notice of meetings, with a specified deadline for return of ballots. Ballots for such meetings must be properly executed and returned in sufficient quantity to constitute a quorum, and determination of the matter presented shall be based upon the required percentage of ballots returned, unless approval of a specified percentage of all voting rights is required by law, the Declaration or these Bylaws.  The vote of a ballot meeting shall be determined by the Board of Directors within forty-eight (48) hours of the deadline for return of ballots.  Within ten (10) days after the ballots have been counted, each Owner shall be notified by mail or other delivery of written notice of the results of the ballot meeting or that a quorum of ballots was not returned.  If a quorum of ballots is not returned, the quorum for subsequent mailings of the same ballots shall be reduced as described in Section 5 of this Article.

ARTICLE 4

DIRECTORS; MANAGEMENT

4.1 Number and Qualification.  The affairs of the Association shall be governed by a Board of Directors composed of five (5) persons who need not be members of the Association.  The number of directors may be increased to any number from time to time by amendment of these Bylaws.  The interim board shall be composed of one (1) to five (5) directors.

4.2 Paragraph Deleted     4.3 Election and Tenure of Office.  The interim directors shall serve until their successors are elected.  At the turnover meeting of the Association, the members shall elect two (2) directors to serve for three (3) years,  two (2) directors to serve for two (2) years and one (1) director to serve for one (1) year.  Thereafter, the successors to each director shall serve for terms of three (3) years each.  All directors shall hold office until their respective successors have been elected by the members.  Election shall be by nomination and ballot.

4.4 Vacancies. 

4.4.1    A vacancy in the Board of Directors shall exist upon the death, resignation or removal of any director, or if the authorized number of directors is increased, or if the members fail at any annual or special meeting of members at which any director or directors are to be elected to elect the full authorized number of directors to be voted for at that meeting.

4.4.2    Vacancies in the interim Board of Directors may be filled by appointment by the Class B member.

4.4.3    Vacancies in the Board of Directors which occur after the turnover meeting may be filled by a majority of the remaining directors, even though less than a quorum, or by a sole remaining director.  Each director so elected shall hold office for the balance of the unexpired term and until his successor is elected.

4.5 Removal of Directors.  All or any number of the directors, except interim directors, may be removed, with or without cause, at a meeting of members called expressly for that purpose, by a vote of a majority of the number of votes entitled to be cast at an election of directors.  Interim directors may be removed by the Class B member.

4.6 Powers.  The Board of Directors shall exercise for the Association all powers, duties, and authority vested in or delegated to the Association, except those reserved to the members in the Declaration, Articles of Incorporation or these Bylaws.  The Board of Directors shall have the power to adopt, modify or revoke the rules and regulations pursuant to Section 4.13 of the Declaration, unless such action is submitted to a majority vote of the membership by the Board of Directors or at the request of twenty-five percent (25%) or more of the voting rights of the members.

4.7 Managing Agent or Manager.  On behalf of the Association, the Board of Directors may employ or contract for a managing agent or a manager at a compensation to be established by the Board of Directors.  The Board of Directors may delegate to the managing agent or manager such duties and powers as are appropriate to the office.  Initially, the managing agent or manager may be an affiliate of the developer.

4.8 Meetings.

4.8.1    Meetings of the Board of Directors shall be held at such place as may be designated from time to time by the Board of Directors or other persons calling the meeting.

4.8.2    Annual meetings of the Board of Directors shall be held without notice immediately following the adjournment of the annual meetings of the members.

4.8.3    Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President or by any three (3) directors.

4.8.4  All meetings of the Board of Directors shall be open to any and all members of the Association.  Provided, however, no Association member shall have a right to participate in the meetings unless such member is also a member of the Board.  The President shall have authority to exclude any Association member who disrupts the proceedings.

4.9       Notice of Special Meetings.

4.9.1    Notice of the time and place of special meetings shall be given orally or delivered in writing personally or by mail or by facsimile or by email at least twenty-four (24) hours before the meeting.  Notice shall be sufficient if actually received at the required time or if mailed or faxed or emailed not less than seventy-two (72) hours before the meeting.  Notice mailed or faxed or emailed shall be directed to the address shown on the corporate records or to the director’s actual address ascertained by the person giving the notice.

4.9.2    Notice of the time and place of holding an adjourned meeting need not be given if such time and place is fixed at the meeting adjourned.

4.9.3    Attendance of a director at a meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

4.10     Quorum and Vote.

4.10.1  A majority of the directors shall constitute a quorum for the transaction of business.  A minority of the directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business.

4.10.2  The action of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors unless a greater number is required by law, the Declaration, the Articles of Incorporation or these Bylaws.

4.11 Notice to Association Members of Board of Directors Meetings.  For other than emergency meetings, notice of Board of Directors’ special meetings shall be mailed to each Owner at least seven (7) days before the meeting by first class mail or at least three (3) days’ notice by hand delivery to each Lot Owner’s address or by facsimile transmissio.  The Board of Directors shall give Owners notice of regular Board meetings at the beginning of each year by first class mail or other reasonable means setting out the time and place of the regular meetings.  For any changed time or place, the notice requirements for special meetings shall apply.

4.12     Compensation.  No director shall receive any compensation from the Association for acting as such.

ARTICLE 5

OFFICERS

5.1 Designation and Qualification.  The officers of the Association shall be the President, the Secretary, and the Treasurer, and such Vice Presidents and subordinate officers as the Board of Directors shall from time to time appoint.  The President shall be a member of the Board of Directors, but the other officers need not be directors.  Any two offices may be held by the same person except the offices of President and Secretary.

5.2 Election and Vacancies.  The officers of the Association shall be elected annually by the Board of Directors at the organizational meeting of each new board to serve for one (1) year and until their respective successors are elected.  If any office shall become vacant by reason of death, resignation, removal, disqualification or any other cause, the Board of Directors shall elect a successor to fill the unexpired term at any meeting of the Board of Directors.

5.3 Removal and Resignation.

5.3.1    Any officer may be removed upon the affirmative vote of a majority of the directors whenever in their judgment the best interests of the Association will be served thereby.  The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed.

5.3.2    Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Association.  Any such resignation shall take effect upon receipt of such notice or at any later time specified therein.  Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective, provided that the Board of Directors may reject any post-dated resignation by notice in writing to the resigning officer.  The effectiveness of such resignation shall not prejudice the contract rights, if any, of the Association against the officer so resigning.

5.4 President.  The President shall be the chief executive officer of the Association and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and affairs of the Association.  The President shall preside at all meetings of the members and of the Board of Directors.  He shall be ex officio a member of all the standing committees, including the executive committee, if any, shall have the general powers and duties of management usually vested in the office of President of a nonprofit corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

5.5 Vice Presidents.  The Vice Presidents, if any, shall perform such duties as the Board of Directors shall prescribe.  In the absence or disability of the President, the President’s duties and powers shall be performed and exercised by the Senior Vice President as designated by the Board of Directors.

5.6 Secretary.

5.6.1    The Secretary shall keep or cause to be kept a Book of Minutes of all meetings of directors and members showing the time and place of the meeting, whether it was a regular or special meeting, and, if special, how authorized, the notice given, the names of those present at directors’ meetings, the number of memberships present or represented at members’ meetings, and the proceedings thereof.

5.6.2    The Secretary shall give or cause to be given such notice of the meetings of the members and of the Board of Directors as is required by these Bylaws or by law.  He shall keep the seal of the Association, if any, and affix it to all documents requiring a seal, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

5.6.3    If there are no Vice Presidents, then in the absence or disability of the President, the President’s duties shall be performed and exercised by the Secretary.

5.7 Treasurer.  The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Association, including accounts of its assets, liabilities, receipts, and disbursements.  The books of accounts shall at all reasonable times be open to inspection by any director.  The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Association with such depositories as may be designated by the Board.   The Treasurer shall disburse the funds of the Association as may be ordered by the Board, shall render to the President and directors, whenever they request it, an account of all of his transactions as Treasurer and of the financial condition of the Association, and shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws.

5.8 Compensation of Officers.  No officer who is a member of the Board of Directors shall receive any compensation from the Association for acting as an officer, unless such compensation is authorized by a resolution duly adopted by a majority of the members.  The Board of Directors may fix any compensation to be paid to other officers.

ARTICLE 6

EXECUTIVE AND OTHER COMMITTEES

Subject to law, the provisions of the Articles of Incorporation and these Bylaws, the Board of Directors may appoint an executive committee and such other committees as may be necessary from time to time, consisting of such number of its members and having such powers as it may designate.  Such committees shall hold office at the pleasure of the Board.

ARTICLE 7

MAINTENANCE ASSESSMENTS, RECORDS, AND REPORTS

7.1 Maintenance Assessments.  The Association, through its Board of Directors or managing agent, shall do the following:

7.1.1    Maintain or provide for the maintenance of the Common Facilities as provided in the Declaration, and provide for the administration, management, and operation of the Moorage.

7.1.2    Assess and collect from every Owner assessments in the manner described in the Declaration.

7.1.3    From time to time and at least annually prepare a budget for the Association, estimating the common expenses expected to be incurred with adequate allowance for reserves, determine whether the annual maintenance assessment should be increased or decreased, and report the same to the membership at the annual meeting, and where appropriate, make adjustments in the maintenance assessments.

7.1.4    Enforce the maintenance assessments in the manner provided in the Declaration.

7.1.5    Keep records of the receipts and expenditures affecting the funds of the Association, maintain an assessment roll showing the amount of each assessment against each Owner, the amounts paid upon the account and the balance due on the assessments, give each Owner written notice of each assessment at least thirty (30) days prior to the time when such assessment shall become due and payable, and promptly provide any members who makes a request in writing with a written statement of his unpaid assessments.

7.2 Records.  The Association shall keep correct and complete books and records of accounts, and shall keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors.

7.3 Inspection of Books and Records.  All books and records of the Association may be inspected by any member, or his agent or attorney, and by any holder of a first mortgage on a Moorage Space for any proper purpose at any reasonable time.  A reasonable charge may be imposed by the Association for providing copies.

7.4 Certification and Inspection of Bylaws.  The original or a copy of the Bylaws and any amendments thereto, certified by the Secretary, shall be open to inspection by the members and directors in the manner and to the extent required by law.  A reasonable charge may be imposed by the Association for providing copies.

7.5 Checks, Drafts, Etc.  All checks, drafts, and other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Association shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

7.6 Execution of Documents.  The Board of Directors may, except as otherwise provided in the Declaration, Articles of Incorporation or these Bylaws, authorize any officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Association.  Such authority may be general or confined to specific instances.  Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Association by any contract or engagement, or to pledge its credit, or to render the Association liable for any purpose or for any amount.

7.7 Reports or Audits.  An annual report of the receipts and expenditures of the Association shall be rendered by the Board of Directors to all members and to all holders of mortgages on Moorage Spaces who have requested the same promptly after the end of each fiscal year.  From time to time, the Board of Directors, at the expense of the Association, may obtain an audit of the books and records pertaining to the Association and furnish copies thereof to the members.  At any time, any member or holder of a mortgage may, at his own expense, cause an audit or inspection to be made of the books and records of the Association.

7.8  Tax Returns.  The Board of Directors, in its sole discretion, shall determine the manner in which all necessary tax returns are filed and of selecting any and all persons to prepare such tax returns.

ARTICLE 8

INSURANCE

 8.1  Types of Insurance Policies.  For the benefit of the Association and the Owners, the Board of Directors shall obtain and maintain at all times, and shall pay for out of the common expense funds, the following insurance to the extent available at reasonable cost:

8.1.1  Property Insurance.  A policy or policies of property insurance, including, but not limited to, fire, extended coverage, vandalism, and malicious mischief for the full insurable replacement value, if available, of all the Common Facilities.

8.1.2  Liability.  A policy or policies insuring the Association, its Board of Directors, the Owners individually, and the manager against any liability to the public or the Owners and their invitees or tenants, incident to the ownership, supervision, control or use of the project.  Such limits and coverage shall be determined by the Board of Directors which may increase or decrease the limit of and/or coverage, in its discretion.  Said policy or policies shall be issued on a comprehensive liability basis and shall provide cross liability endorsements wherein the rights of named insured under the policy or policies shall not be prejudiced as respects his, her or their action against another named insured.

8.1.3  Workmen’s Compensation.  Workmen’s compensation insurance to the extent necessary to comply with any applicable laws.

8.1.4  Fidelity.  A fidelity bond naming such persons as may be designated by the Board of Directors as principals and the Association and the Owners as obligees, for the amount determined by the Board of Directors.  Provided, however, the Board of Directors shall require that all officers and employees of the Association handling or responsible for Association funds obtain adequate fidelity bonds.  The premiums on such bonds shall be paid by the Association.

8.2  Provisions in Insurance Policies.  The Board of Directors shall make every effort to secure insurance policies that will provide for the following:

8.2.1  Waiver of Subrogation.  A waiver of subrogation by the insurer as to any claims against the Board of Directors, the manager, the Owners and their respective servants, agents and guests.

8.2.2  Noncancellation for Owner Conduct.  A provision that the master policy on the Property cannot be cancelled, invalidated or suspended on account of the conduct of any one or more individual Owners.

8.2.3  Noncancellation Without Opportunity to Cure.  A provision that the master policy on the Property cannot be cancelled, invalidated or suspended on account of the conduct of any officer or employee of the Board of Directors or the manager without prior demand in writing that the Board of Directors or manager cure the defect.

8.2.4  No Other Insurance Clauses.  A provision that any “no other insurance” clause in the master policy exclude individual Owners’ policies and not otherwise prevent such individual policies from providing coverage for damage to  Moorage Spaces, Houseboats, owners’ personal property or Common Facilities.

8.3  Moorage Space/Houseboat.  The Association shall have no responsibility to procure or assist in procuring property loss insurance or liability insurance except as stated in this Article.  Owners should procure their own insurance for the protection of their own property.

ARTICLE 9

GENERAL PROVISIONS

9.1 Seal.  The Board of Directors may, by resolution, adopt a corporate seal.

9.2 Notice.  All notices to the Association or to the Board of Directors shall be sent care of the managing agent, or if there is no managing agent, to the principal office of the Association or to such other address as the Board of Directors may hereafter designate from time to time.  All notices to members shall be sent to such address as may have been designated by the member from time to time in writing to the Board of Directors, or in the absence of same, to such member’s last known address.

9.3 Wavier of Notice.  Whenever any notice to any member or director is required by law, the Declaration, the Articles of Incorporation or these Bylaws, a waiver of notice in writing signed at any time by the person entitled to notice shall be equivalent to the giving of the notice.

9.4 Action Without Meeting.  Any action which the law, the Declaration, the Articles of Incorporation or the Bylaws require or permit the members or the directors to take at any meeting may be taken without a meeting if a consent in writing setting forth the action so taken is signed by the members or directors entitled to vote on the matter.  The consent, which shall have the same effect as a unanimous vote of the members or directors, shall be filed in the records of the minutes of the Association.

9.5  Indemnification.  In the event any member of the Board of Directors or any officer of the Association is made a party to any proceeding because the individual is or was a director or officer, the Association shall indemnify such individual against liability and expenses incurred to the maximum extent permitted by law.

9.6 Conflicts.  These Bylaws are intended to comply with the Oregon Nonprofit Corporation Act, the Declaration, and the Articles of Incorporation.  In the case of any irreconcilable conflict, such statute and documents shall control over these Bylaws.

9.7 Waiver; Invalidity; Number; Captions.  No restriction, condition, obligation or provision in these Bylaws shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches thereof which may occur.  The invalidity of any part of these Bylaws shall not impair or affect in any manner the validity, enforceability or effect of the balance of these Bylaws.  Provided, however, that in any of the provisions herein, the singular shall include the plural and the plural the singular.  The masculine and neuter shall each include the masculine, feminine and neuter, as the context requires.  All captions used herein are intended solely for convenience of reference and shall in no way limit any of the provisions in these Bylaws.

ARTICLE 10

AMENDMENTS TO BYLAWS

10.1     How Proposed.  Amendments to these Bylaws shall be proposed by either a majority of the Board of Directors or by members having one fourth (1/4) of the votes of the membership.  The proposed amendment must be reduced to writing, and shall be included in the notice of any meeting at which action is to be taken thereon.

10.2     Adoption.  The proposed amendment may be adopted at a regular or special meeting of the members called for that purpose at which a quorum is present by a majority of the voting power present in person or by proxy at such meeting, provided, however, that those provisions of these Bylaws which are governed by the Declaration or the Articles of Incorporation of this Association may not be amended except as provided in those documents.

10.3     Recording.  Once adopted, such amendment shall be copied in the appropriate place of the Book of Minutes of the Association containing the original Bylaws and recorded in the Records of Multnomah County.

  CERTIFICATION

As the authorized member of the Hayden Island Associates of Oregon, L.L.C., developer of West Hayden Island Moorage, the undersigned hereby adopts the forgoing as the Bylaws of West Hayden Island Moorage Owners Association.

IN WITNESS WHEREOF, I have hereunto subscribed my name this _____ day of August, 1997.

 ___________________________

1. Kenyon Eagon, Member