ROSEWIND ASSOCIATE MEMBER AGREEMENT

As of 3/10/94(SJS)

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    • THiS ASSOCIATE MEMBER AGREEMENT (hereinafter referred to as "this Agreement") is made this _____________day of ___________ 199 by the undersigned ____________________________ (hereinafter referred to as "Associate Member") in favor of RoseWind, a Washington nonprofit corporation (hereinafter referred to as "the Association"). This Agreement, when executed, supersedes any and all previous Associate Agreements the Associate Member may have executed in the past. This Agreement consists of the following elements:

    1. "Associate Member" shall mean and refer to a membership status provisionally granted by the Association to financial participants who have made an initial capital contribution of no less than $12,000. This contribution is to the capital of the Association, and is not to be considered a down payment, a contribution or any other part of the purchase price or consideration of the sale and purchase of any lot or lots which will be offered for sale by the Association as set fqrth hereinafter and in the Bylaws of the Association. Capital contributions made towards the purchase of a lot must be in accordance with the terms and conditions of a separate and subsequent purchase and sale agreement to be executed at a later time, as determined by the association.

    1. The Associate Member shall select a lot at the time of making her or his initial capital contribution of $12,000. In the event the Associate Member desires to terminate this agreement with RoseWind, RoseWind shall have a right of first refusal to purchase the said Associate Membership for the return of the Associate Member’s current capital contribution. The Association shall have 14 (fourteen) days from receipt of the written notice and all related documents to exercise its right of first refusal, by giving the Associate Member written notice thereof, and 14 (fourteen) days from issuance of the written notice to reimburse the Associate Membership in RoseWind is terminated. In the event the Associate Member sells, transfers, or otherwise assigns this Agreement to another person, persons, or other entity, the Assignee(s) shall be entitled to the same lot selected by the Associate Member, or may choose from lots which have not already been selected by others. Upon the transfer of the Associate Member’s interest in RoseWind, Associate Member shall notify the Association in writing the name of the person or persons to whom Associate Member is transferring the interest. Associate Member shall also notify, or cause the sales escrow to notify, such transferee of such transferee’s obligation to execute and deliver an Associate Membership Agreement to the Association.
    2. Upon the Association signing of a Property Use and Development Agreement (the RoseWind PUDA") with the City of Port Townsend, bringing into legal existence

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    RoseWind building lots, the Association shall, at a time of its own choosing, declare lots available for purchase. No lot may be sold prior to such declaration and all lots shall be declared available simultaneously. At that time, the Association shall notify all Associate Members of such availability by sending a notice by first class mail to each Associate Member at such Associate Members last known address. In order to retain reservation of the selected lot, the Associate Member must, within 30 days of such notice (measured from the time the notice was placed in the mail) become a member by completing the following steps:

  • a) entering into and executing a Membership Agreement in the form set forth in Exhibit A hereto, and

    b) purchasing, with payment in full, the selected lot in the RoseWind PUDA.

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    • (Upon entering into a Membership Agreement, all of an Associate Member’s capital contributions to the Association shall be credited, in full, to the purchase price of the selected lot.)

    4. Upon completion of the RoseWind PUDA, if an Association member does not enter into membership as set forth in (3) above within 30 days of notification, in writing, of lot availability, then reservation of a selected lot is no longer guaranteed.

     

    5. In the event the Associate Member elects to withdraw from the Association, the Association will refund the Associate Member’s contribution in full within 30 days of the sale of the lot to another party.

    6. The Associate Member agrees to abide by, and be bound by, all of the provisions of the Association Bylaws and the Covenants, Conditions, and Restrictions affecting the Association and the RoseWind property.

    7. The Associate Member acknowledges that this Agreement sets forth enforceable legal rights and obligations for all parties affected by it. The Associate Member acknowledges, by signing this Agreement, that she or he has read and understands it.

    IN WITNESS WHEREOF the Association and the Associate Member have executed this Agreement on the day set forth hereinabove.

    Associate Member

    RoseWind,

    by RoseWind President

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