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Home My WebLink AboutEXHIBIT 6 V1II RONICALLY RECORDED - DO NOT l E IDI� LA\ — E THE COUNTY STAMPED FIRST S IT IS NOW INCORPORATED AS F THE ORIGINAL DOCUMENT. APPROVED DA EI 12/29/21 J %UtIB;R:F-2v--o Id at the request of: ADA COUNTY RECORDER Phil McGrane 2021-148115 BOISE IDAHO Pgs=19 ANGIE STEELE 10/12/2021 03:51 PM FIRST AMERICAN TITLE AND ESCROW COMPANY $64.00 SPACE ABOVE THIS LINE FOR RECORDER's USE ONLY PRIVATE ROAD EASEMENT AND ROAD MAINTENANCE AGREEMENT (N. Benchmark Avenue) Ada County, Idaho This Private Road Easement Agreement (this "Agreement") is entered into effective as of the date this Agreement is recorded in the real property records of Ada County, Idaho ("Effective Date") by and between ADLER AB OWNER XI, LLC, a Delaware limited liability company ("Adler"), with an address of 8665 W. Emerald Street, Suite 200, Boise, ID 83704, JOINT SCHOOL DISTRICT NO. 2, dba WEST ADA SCHOOL DISTRICT, a body politic and corporate of the state of Idaho (the "District"), with an address of 1303 E. Central Dr., Meridian, ID 83642, and ALLIED WASTE SERVICES OF NORTH AMERICA, LLC, dba Republic Services of Idaho, a Delaware limited liability company ("Republic"), with an address of 18500 N Allied Way, Phoenix, AZ 85054 Attn: Chief Legal Officer and collectively referred to hereafter as (the "Owners"). RECITALS A. Adler owns Parcel 1 ("Parcel I"), as depicted on the site plan attached hereto as Exhibit B (the "Site Plan"), and legally described on Exhibit C. B. The District owns Parcel 2 ("Parcel 2"), as depicted on the Site Plan and legally described on Exhibit D. C. Republic owns Parcel 3 ("Parcel 3"), as depicted on the Site Plan and legally described on Exhibit E. Parcel 1, Parcel 2 and Parcel 3 are sometimes collectively referred to as the "Parcels." D. The Owners desire to establish this Private Road Easement and Maintenance Agreement to provide access from Parcels 2 and 3 to N. Benchmark Avenue, as shown on the Site Plan, and to define their respective rights and obligations with respect to the use, maintenance and repair of the Private Road (defined below). AGREEMENT NOW, THEREFORE, in consideration of the recitals above (which are incorporated into this Agreement by this reference) and mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Owners agree as follows. As used herein: (a) an "Owner" means the record owner, whether one or more persons or entities, holding fee simple interest of record to a Parcel, but excluding holders of title merely as security for the performance of an obligation (i.e., trustees of a deed of trust) and (b) a "Parcel" means each of the Parcels as they may be adjusted from time -to -time pursuant to applicable law and any new "buildable" parcels created by the division of any of the Parcels in accordance with applicable law. PRIVATE ROAD EASEMENT AND ROAD MAINTENANCE AGREEMENT— 1 15596065 I14556-9] E IDI� 11 APPROVED DA EI 12/29/21 GRANT OF EASEMENTS. 1.1 Adler Private Road Easement. Adler hereby grants, declares and establishes, for the benefit of the District and Republic and their respective Parcels, a perpetual, nonexclusive appurtenant easement (the "Adler Private Road Easement") on, over and across that portion of Parcel 1 which is legally described on Exhibit A-1 as the Adler Private Road Easement, and which is depicted on the Site Plan, for vehicular (including, for Republic, heavy trucks and equipment used for solid waste hauling and other practices related to the solid waste industry), and pedestrian ingress and egress to and from Parcels 2 and 3 to and from N. Benchmark Avenue 1.2 District Easement. The District hereby grants, declares and establishes, for the benefit of Republic and Adler, and their respective Parcels, a perpetual, nonexclusive easement (the "District Easement") on, over and across that portion of Parcel 2 which is legally described on Exhibit A-2 as the District Easement, and which is depicted on the Site Plan, for vehicular (including heavy trucks and equipment used for solid waste hauling and other practices related to the solid waste industry) and pedestrian ingress and egress across the District Easement to and from the Adler Private Road Easement and to and from Parcel 3, and for the construction and maintenance of utilities and other improvements to the District Easement by Adler or any subsequent Owner of Parcel 1, as allowed under this Agreement The District Easement and Adler Private Road Easement are collectively referred to herein as the "Easements." 2. USE LIMITATIONS. 2.1 General. The Easements may only be used by the Owners and their respective agents, tenants, licensees and invitees (all collectively for any Parcel, the "Users") for the purposes set forth herein. 2.2 No Obstructions. No fence, gate, barrier, machinery, trailer, vehicle or other obstruction may be erected, stored, placed or parked in the Easements. 3. CONSTRUCTION. 3.1 Private Road. Adler shall, at Adler's sole cost, complete the initial construction of a private road (the "Private Road") across the Adler Private Road Easement and the District Easement (to the extent additional improvements are required to the District Easement). Construction of the Private Road shall be completed in conjunction with, and at substantially the same time as, construction of the public portion of N. Benchmark Avenue. 3.2 Landscaping and Other Improvements. Adler (or any future Owner of Parcel 1) may install landscaping and other improvements, including but not limited to all paved surfaces, curbs, gutters, and all utilities such as gas, electric, and water lines, and sanitary/storm sewers within the Adler Private Road Easement and District Easement, at such Owner's sole discretion and cost. The Owner of Parcel 1 shall be responsible to maintain at its cost any such additional improvements. 3.3 Signage. 3.3.1 Each Owner may install directional or other signage in the Easements so long as the signage is in compliance with applicable law and has been approved by the Owner of Parcel 1, which approval will not be unreasonably withheld, conditioned or delayed. Any Owner placing a sign in the Easements shall be solely responsible to pay for the costs of installation, maintenance, repair and replacements of each such sign. PRIVATE ROAD EASEMENT AND ROAD MAINTENANCE AGREEMENT-2 15596065 [14556-91 E IDI� 11 APPROVED DA EI 12/29/21 3.3.2 Each Owner acknowledges that Republic intends to use the Private Road as the public access point to and from Parcel 3; however, Republic may continue to utilize Ward Lane n types of access to and from Parcel 3. Accordingly, Republic shall be entitled to install directional and other signage on the edges of the Private Road on Parcel 1 which are necessary to direct traffic to Parcel 3. Republic shall obtain approval of any such signs from the Owner of Parcel 1, such approval not to be unreasonably withheld, conditioned or delayed. Any such signage installed by Republic shall comply with applicable law. 4. MAINTENANCE AND IMPROVEMENTS. 4.1 Management. The maintenance and repair of the improvements to the Easements shall be reasonably and prudently managed by a manager (the "Manager") and shall be managed in compliance with this Agreement. Adler shall serve as the initial Manager, and Adler shall serve as Manager until the earlier to occur or: (a) Adler sells or otherwise no longer owns any portion of the real property affected by the Adler Private Road Easement; or (b) a majority of the Owners vote to replace Adler as the Manager, at which time a replacement manager shall be elected by a majority vote of the then -existing Owners. In the event of a future vacancy in the position of Manager, the Owners will promptly meet to elect a new Manager. The Manager will be entitled to a reasonable and customary management fee equal to ten percent (10%) of any funds expended annually for the maintenance and repair of the Private Road (the "Management Fee"). In addition to any other responsibilities set forth in this Agreement or delegated by the Owners, the Manager will be responsible for; (i) keeping any and all inspection, financial, maintenance and repair records related to the Easements; (ii) performing and/or overseeing all maintenance and repairs to the Easements (as appropriate), including the hiring of workers or contractors on to perform such maintenance or improvements; (iii) calculating, billing and collecting the Owners pro rata share of expenses; (iv) paying such expenses; (v) filing any documents required by any other governmental authority in connection with such maintenance or repair, and (vi) other responsibilities necessary for the proper maintenance of the Easements. 4.2 Road Work. The Manager shall be responsible for the monitoring, inspection, maintenance, repair, replacement and further improvement of the Private Road ("Road Work"). The Road Work includes (a) the maintenance, repair and replacement of the surface and subsurface of the Private Road in a level and smooth condition (to the extent practical), evenly covered with the type of materials originally constructed thereon or such substitutes as will, in all respects, be equal to such materials in quality, appearance and durability; (b) such future improvements in the Private Road that may be reasonably necessary for the Private Road to provide safe and usable access from N. Benchmark Avenue to Parcels 2 and 3 in accordance with applicable law; and (c) such future private road improvements in the Private Road that may be approved by the Owners (e.g., gates, entrance signs and other similar items). All Road Work must be performed to an equal standard over the entire length of the Private Road and shall be performed in a manner which will leave the road accessible to vehicular traffic to and from Parcels 2 and 3 at all times. In addition to the Road Work set forth above, the Manager shall be responsible for plowing and snow removal of the Private Road within 4 hours of receiving more than 2 inches of snow. In the event a snowfall occurs outside of regular business hours and the snow accumulates to more than 2 inches, the Manager shall be responsible for plowing and snow removal of the Private Road at least 1 hour prior to the start of the Owners' regular business hours. Manager shall be responsible for contacting the Owners each September for the purpose of ascertaining their business hours for the proceeding Winter. 4.3 Approved Road Work. The Manager may only undertake Road Work that is approved by a majority vote of the Owners; provided, however, Manager may also undertake any additional Road Work reasonably required to remedy damage to the Private Road by a casualty event or other occurrence, and to comply with applicable law. Except in the event of an emergency, no Owner may undertake any Road Work Without the prior written consent of Manager, and any non -emergency Road Work undertaken without the PRIVATE ROAD EASEMENT AND ROAD ]MAINTENANCE AGREEMENT-3 15596065 [14556-9] APPROVED DAT 12/29/21 itten consent of Manager will not be a Common Expense. Manager may not self -perform any Road :I,E%UMBER. FPS -P 1-0050 r hire a worker or contractor related to Manager by blood or marriage (or whose owners are related 1(d or marriage), without prior written approval by the Owners. 4.4 Performance of Emergency Road Work. Notwithstanding anything contained in this Agreement to the contrary, the Manager shall have the right to make emergency repairs to the Improvements to prevent injury or damage to Persons or property or to alleviate imminent health and safety conditions ("Emergency Road Work"), it being understood that the Manager shall nevertheless advise each Owner of such emergency condition as soon as reasonably possible thereafter, including the corrective measures taken and the cost thereof. 4.5 Common Expenses. "Common Expenses" include all expenses reasonably or necessarily incurred in furtherance of any Road Work or Emergency Road Work, together with reserves for future Road Work, which reserves shall be in such amounts as may be established by the Manager from time to time and approved by a majority of the Owners ("Reserves"), and the Management Fee. Common Expenses shall not include the cost to maintain any landscaping, signage, or other improvement to the Easements made by an Owner, which cost shall be paid by the Owner installing any such improvement, nor shall the Common Expenses include the cost to repair any utility lines installed by the Owner of Parcel 1 within the District Easement. 4.6 Sharing Ratios. Common Expenses will be shared one-third by Parcel 1, one-third by Parcel 2, and one-third by Parcel 3. 4.7 Meetings. Any Owner may call a special meeting of the parties to this Agreement for any purpose. The member calling the meeting must distribute written notice of the meeting by hand -delivery, mail, or email at least ten (10) days, but not more than sixty (60) days, prior to the meeting. The meeting notice will state the reasons for which the meeting is called. No Owner may call a special meeting more than twice during any calendar year. 4.7.1 Meeting Location. Any meetings which the parties wish to hold will be held at the office of the Manager unless a majority of the Owners select to an alternate location. Any Owner may attend a meeting by telephone, video conference or by proxy. 4.7.2 Voting. Each Owner may vote one (1) vote per Parcel owned. If a Parcel is at any time subdivided or owned by more than one Owner, the Owners of that Parcel shall designate a single person who is entitled to vote for that Parcel. 4.8 Litter Collection/Removal. Republic shall regularly inspect the Easements, including the area on and around the Private Road, for garbage, trash, litter, and other debris, and shall immediately collect and remove such garbage, trash, litter, and other debris at its sole cost and expense. Should Republic fail to do so, the Manager may (but shall not be obligated to) arrange for such removal, and Republic will be responsible to pay for the entire reasonable cost thereof. 4.9 Estoppel Certificate. The Manager will, upon at least twenty (20) days prior written request, deliver to any party making a request, a statement in writing stating whether or not, to the knowledge of the Manager, a particular Owner is in default under the provisions of this Agreement, and further stating the amount and nature of any delinquencies of a particular Owner's share of Common Expenses. Any certificate so delivered may be relied upon by any prospective purchaser or lender of the Owner. PRIVATE ROAD EASEMENT AND ROAD MAINTENANCE AGREEMENT-4 15596065 [14556-9] E IDI� 11 APPROVED DA EI 12/29/21 INDEMNITY. 5.1 Adler Indemnification. Adler shall indemnify and hold harmless the District and Republic and their respective affiliates, employees, contractors, agents, and invitees (collectively, the "Adler Indemnified Parties") from and against any losses, costs, damages, liens, claims, liabilities, or expenses (including reasonable attorneys' fees and costs) ("Losses") of any kind asserted against, suffered or incurred by the Adler Indemnified Parties as a result of the use of the Adler Road Private Easement and the District Easement by Adler, its affiliates, employees, contractors, agents, and invitees, except that any such Adler Indemnified Party shall not be indemnified or held harmless by Adler to the extent such Losses are caused by the gross negligence or willful misconduct of such Adler Indemnified Party. The provisions of this section shall survive the expiration or earlier termination of this Agreement. 5.2 District Indemnification. To the extent allowed by law, the District shall indemnify and hold harmless Adler and Republic and their respective affiliates, employees, contractors, agents, and invitees (collectively, the "District Indemnified Parties") from and against any Losses of any kind asserted against, suffered or incurred by the District Indemnified Parties as a result of the use of the Adler Road Private Easement and the District Easement by the District, its affiliates, employees, contractors, agents, and invitees , except that any such District Indemnified Party shall not be indemnified and held harmless by the District to the extent such Losses are caused by the gross negligence or willful misconduct of such District Indemnified Party. The provisions of this section shall survive the expiration or earlier termination of this Agreement. Any such indemnification hereunder by the District is subject to the limitations of the Idaho Tort Claims Act (currently codified at Chapter 9, Title 6, Idaho Code). 5.3 Republic Indemnification. Republic shall indemnify and hold harmless Adler and the District and their respective affiliates, employees, contractors, agents, and invitees (collectively, the "Republic Indemnified Parties") from and against any Losses of any kind asserted against, suffered or incurred by the Republic Indemnified Pat -ties as a result of the use of the Adler Road Private Easement and the District Easement by Republic, its affiliates, employees, contractors, agents, and invitees, except that any such Republic Indemnified Party shall not be indemnified and held harmless to the extent such Losses are caused by the gross negligence or willful misconduct of such Republic Indemnified Party. The provisions of this section shall survive the expiration or earlier termination of this Agreement. 6. COSTS AND EXPENSES. (a) The Manager shall issue invoices to each Owner for its portion of the Common Expenses on at least an annual basis but no more than 3 times annually (each, an "Invoice"). Each Invoice shall include documentation evidencing the reason for any expenditures included therein and a detailed calculation of the Common Expenses included therein, including evidence of payment thereof by the Manager. Each Owner shall pay to Manager (by check or wire, as designated by the Manager in such Invoice) Owner's share of the Common Expenses evidenced by such Invoice within 45 days of receipt thereof from the Manager. (b) Each Owner covenants to pay all of their respective shares of any costs and/or expenses as described in this Agreement when due without deduction, setoff, abatement of counterclaim of any kind whatsoever. Any such costs and/or expenses are the personal obligation of the Owner of the Parcel when the assessment becomes due and payable, which personal obligation will remain with such Owner PRIVATE ROAD EASEMENT AND ROAD MAINTENANCE AGREEMENT-5 15596065 [14556-91 E IDI� 11 APPROVED DA EI 12/29/21 s of whether such Owner remains the owner of the Parcel. All assessments include any interest (at ;able legal rate) and any costs to collect the monies owed, including reasonable attorneys' fees. 7. DEFAULT. The following events shall be deemed to be events of default by a Party or Manager, as applicable, under this Agreement: (a) such party or manager, as applicable, shall fail to pay any money due by such party or manager, as applicable, and such failure shall continue for a period of 15 days after written notice thereof to such party or manager, as applicable. In such event, then such past due payment shall accrue interest at the rate of 7% per annUn, and the defaulting party shall reimburse the enforcing party(ies) for all costs of enforcement of this agreement, including reasonable attorney fees and other costs and expenses related to collecting such amount due. (b) such party or manager, as applicable, shall fail to comply with any provision of this agreement, other than as described in subsection (a) above, and either shall not cure such failure within 30 days after written notice thereof to such party or manager, as applicable; provided, however, that if the nature or extent of the obligation or obligations is such that more than 30 days are required, in the exercise of commercially reasonable diligence, for performance of such obligation(s), then such party or manager, as applicable, shall not be in default if it commences such performance within such 30-day period and thereafter pursues the same to completion with commercially reasonable diligence not to exceed 60 days. In such event, the non -defaulting party(ies) shall have the right to pursue all remedies available to such parties at a law and in equity, including recovery of reasonable attorney fees and other costs and expenses related to enforcing such provision of the agreement. 8. NOTICES. Any notices, consents, approvals or other communications required or permitted by this agreement must be in writing and may be delivered personally by U.S. mail or any other commercially reasonable method of delivery. Each Owner is responsible for ensuring that the Manager has such Owner's then current mailing address, physical address, and telephone numbers. Each Owner will be deemed to have received any notice when such notice is actually received by such Owner or when such notice is delivered to any of the addresses then currently on file with the Manager. Notices delivered by U.S. Mail will not be deemed received until three (3) business days after posting. 9. MISCELLANEOUS 9.1 Binding Effect. This Agreement and the easement rights and obligations herein are perpetual, are covenants running with the land and will be binding upon, and inure to the benefit and detriment of, the Owners and their respective successors and assigns, and every person or entity having any fee, leasehold or other interest in any Parcel or any portion thereof. This Agreement will be indivisible from the lands appurtenant and will in no event be transferred or assigned separately from the benefited and burdened lands, or any part thereof. 9.2 Interpretation. This Agreement will be liberally construed to effectuate its purpose. As used herein, the word "including" will be deemed to be followed by "but not limited to" unless otherwise indicated. Unless the context requires a contrary construction, the singular will include the plural and the plural the singular; and the masculine, feminine or neuter will each include the masculine, feminine and neuter. In the event that any provision of this Agreement is deemed ambiguous on any matter, any interpretation adopted by the Owners will be given deference so long as the interpretation is a permissible construction of such provision. 9.3 Governing Law. This Agreement will be governed by the laws of the State of Idaho without regard to its conflicts of law principles. PRIVATE ROAD EASEMENT AND ROAD MAINTENANCE AGREEMENT-6 15596065 [14556-9] E IDI� 11 APPROVED DAT 12/29/21 9.4 Recording of Agreement. Upon execution of this Agreement, Adler shall record this J %UiJBLRIFPS -P02,-0050 ent in the Recorder's Office of the Ada County, Idaho. Adler shall be responsible for any recording lated to the recording of this Agreement. 9.5 Severability. Each provision of this Agreement will be deemed independent and severable, and the invalidity or partial invalidity of any provision or portion thereof will not affect the validity or enforceability of any other provision herein. 9.6 Entire Agreement. This Agreement is the sole agreement between the parties with respect to the subject matter herein and supersedes all prior understandings and agreements with respect to the subject matter hereof. 9.7 No Third Party Beneficiaries. Except as otherwise set forth herein, this Agreement and each and every provision herein is for the exclusive benefit of the Owners and not for the benefit of any third party. 9.8 No Partnership, Joint Venture or Principal -Agent Relationship. Neither anything contained in this Agreement nor any acts of the Parties hereto shall be deemed or construed by the Parties hereto, or any of them, or by any third person, to create the relationship of principal and agent, or of partnership, or of joint venture, or of any association between the Parties to this Agreement. 9.9 No Waiver. No waiver, forbearance, delay, indulgence or failure to enforce any of the provisions of this Agreement will in any way prejudice or limit the right thereafter to enforce or compel strict compliance with the provision hereof, any course of dealing or custom of the trade notwithstanding. No delay or omission will operate as a waiver, nor will any waiver of any breach of this Agreement operate as a waiver of any subsequent or continuing breach of this Agreement. 9.10 Attorneys' Fees. In any proceeding to enforce this Agreement, the substantially prevailing party or parties shall be entitled to an award of its attorneys' fees and costs. 9.11 Amendment; Termination. This Agreement may be amended or terminated only by a written instrument signed by the Owners of each Parcel, which instrument will be effective when recorded in the real property records of Ada County, Idaho. 9.12 Joint and Several. If a Parcel is owned by more than one person or entity, then: (a) each such person or entity will be jointly and severally responsible for all of the Parcel's obligations under this Agreement; and (b) delivery of any notice, demand or request to any such person or entity will be deemed to be delivery to all such persons or entities. 9.13 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed to be an original and all of which counterparts taken together will constitute but one and the same instrument. List of Exhibits: Exhibit A-1: Adler Private Road Easement Legal Description Exhibit A-2: District Easement Legal Description Exhibit 13: Site Plan Exhibit C: Parcel 1 Legal Description Exhibit D: Parcel 2 Legal Description Exhibit E: Parcel 3 legal Description PRIVATE ROAD EASEMENT AND ROAD MAINTENANCE AGREEMENT-7 15596065 [14556-91 APPROVED DA EI 12/29/21 [ end of text; counterpart signature pages follow ] PRIVATE ROAD EASEMENT AND ROAD MAINTENANCE AGREEMENT-8 15596065 [14556-91 E IDI� 11 APPROVED DA EI 12/29/21 COUNTERPART SIGNATURE PAGE DATED effective as of the Effective Date. "Adler" ADLER AB OWNER XI, LLC a Delaware limited liability company A By: Name: Title: �� G O1 STATE OF IDAHO ) ss. County of ,,C�.k6 - � ) On this day of 2021, before me, a Notary Public in and for said State, personally appeared Mt 5. j4, , known or identified to me to be a member of ADLER AB OWNER XI, LLC, a limited liability company, the member or one of the members who subscribed said limited liability company name to the foregoing instrument, and acknowledged to me that he executed the same in said limited liability company name. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. `\�� Notary Public for Idaho N ��A�Q •....... �FF ii�� Residing at Llloi% 'n. L.C!<.F*4U%0. WCl�Jjr-,' aR, My Commission expires O$ 412.0 L • MY COMMISSION EXPIRES &4-2027 PRIVATE ROAD EASEMENT AND ROAD MAINTENANCE AGREEMENT- 9 15596065 [14556-9] E IDI� 11 APPROVED DA EI 12/29/21 COUNTERPART SIGNATURE PAGE DATED effective as of the Effective Date. "The District" JOINT SCHOOL DISTRICT NO SCHOOL DISTRICT, a body politic and corporate 0f4 LOW Name: STATE OF IDAHO ) ss. County of rJOG ) 2, dba WEST ADA State of Idaho On thiday of , 2021 _, before me a Notary Public in and for said State, personally appeared 6 K , known or identified to me (or proved to me on the oath of ), to be the ( (here insert the official capacity of the officer making the acknowledgment) of the JOINT SCHOOL DISTRICT NO. 2 dba WEST ADA SCHOOL DISTRICT, a body politic and corporate of the State of Idaho that _he executed the said instrument, and acknowledged to me that such Joint School District No. 2, dba West he School District, body politic and corporate of the State of Idaho executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. \\R / ....�6 ��/ Notary Public for Idaho •• % Residing at Oif � /ota ••�o�PItYP(/B�c My Commission Expires MY COMMISSION EXPIRES 2-11-2022 �� •�-T:� . ��• Of....* lllillM PRIVATE ROAD EASEMENT AND ROAD MAINTENANCE AGREEMENT- 10 15596065 [14556-9] E IDI� 11 APPROVED DA EI 12/29/21 COUNTERPART SIGNATURE PAGE DATED effective as of the Effective Date. "Republic" ALLIED WASTE SERVICES OF NORTH AMERICA, LLC, a Delaware limited liabili mpany B Name: Ryan LawlerL/ Title: Vice President STATE OF ss. County of On this _(jq�7 day of October, 2021, before me, 111c411I4-gw , a Notary Public in and for said State, personally appeared Ryan Lawler, known or identified to me to be the Vice President of ALLIED WASTE SERVICES OF NORTH AMERICA, LLC, a Delaware limited liability company, that executed the instrument on behalf of said limited liability company, who subscribed to the foregoing instrument, and acknowledged to me that he executed the same in said limited liability company name. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. `s��''•, Notary Public for r lr -/� vim. 9yDi .,p . Residing at ').-?0/ we. NOTARY My Commission expires r3, PUBLIC ,N� s/ Co �g cN EXP1R, . 'G '''• �F WASN��.��'��. PRWATE ROAD EASEMENT AND ROAD MAINTENANCE AGREEMENT -11 15596065 [14556-9] E IDIAN — APPROVED DAT 12/29/21 EXHIBIT A-1 ADLER PRIVATE ROAD EASEMENT LEGAL DESCRIPTION EXIII BITA-1 PRIVATE ROAD EASEMENT SITUATED IN THE SE/- Or SFCTION 111, T. 3 N., R.) W., B.W CITY OF MERIDIANI.ADA, COUNTY, IDAHO A private road easement situated in the Southeast 'A of Section 11. Township 3 No* Range I WM Boise Meridian, City of Meridian, Idaho, and being more particularly described as follows: Conunencing at the south 1/* corner of said Section 11, from which the southeast corner of said Section I I bey South 89"12'50" Fast 2657.85 fit; thence North 38010'35" Fast 521.55 fee to the POINT OF BEGINNING" thence North W32'39" East 51.59 feet, thence South 89'OW 12" Fast 293.41 feet; thence along the arc of a circular curve to the left 20.39 fect,sAid curve having a radius of 24.50 fed, a central angle of 4714 I'l 4", and a chord bearing North 67`0011' Fast 19.81 feet; thence South 0"322 1" West 53.56 feer thence along the arc of a circular curve to the left 19.76 feet, said curve having a radius of 24.50 feet, a central angle of 46112'04", and a chord bearing North 66'03'10" West 19.23 feet; thence North 89109* 12 " West 171.76 feet. thence South 8510748' West 102.43 feet, thence along the arc of a circular curve to the left 10.81 feet, said curve having a radius of 24.50 feet, a central angle of 25* 1619", and a chord bearing South 7229128" West 10.72 Piet to the POINT OF BEGINNING. PRIVATE ROAD EASEMENT AND ROAD MAINTENANCE AGREEMENT — 12 15596065 [14556-9] E IDMN - ll APPROVED DA'E: 12/29/21 j %U61BER'FPS-22vaosa EXHIBITA-1 PLAT TO ACCOMPANY LEGAL DESCR(PrICIV FOR A PRIVATE ROAD EASEMENT SITUATED IN THE SE 1/4 OF SECTION 11 T3N RlW BM MERIDIAN CITY, ADA COUNTY, IDAHO NOT TO SCALE W FRAAVW RW— S 89,12,50* f 2657.85, LINE TABLE UNE LEKTH BEARING__ --— — 0 5t5o' 7N V�2W E L2 85*07-48- W CURVE (ABLE 01URVE LENGTH us s DELTA CHORD BEARING cl 20.39' 24,5V 47-41'14' 19.8t' N 67W'11' E C2 19.76' 24,W 46*12'0*' 19,23' N WOXID" W 43 10.81' 24.50- J_351W39 . 10.72* S 7229*28' W PRIVATE ROAD EASEMENT AND ROAD MAINTENANCE AGREEMENT — 13 15596065 [14556-9] E IDIAN — APPROVED DAT 12/29/21 EXHIBIT A-2 DISTRICT EASEMENT LEGAL DESCRIPTION EXWBITA-2 ACCESS AND UTILITY EASEMENT SITUATED IN THE SE V4 OF SECTION 11, N- R. I V. B.M., CITY OF MERIDIAN. ADA COUNTY, IDAHO An access and utility easement situated in the Southeast I/. of Section 11, Township 3 North, Range I West, Boi-se%ileridiwi, City of Meridian. Idaho, and being more particularly described as follows: Commencing at the south >: corner of said Section 11, from which the southeast corner of said Section I I bears South 99'IT50" flast 2657.85 feet; thence North 56135'27" Last 747.48 The to the POINT Or BEGINNING; thence North 0,1'3212 1" East 53.56 feet, thence South 89'2739" Fast 50.00 feet; thence South 0032'21" West $3.56 feet. thence North 89'2739" West 50.00 feet to the POINT OF.BEOINININ'O. PRIVATE ROAD EASEMENT AND ROAD MAINTENANCE AGREEMENT — 14 15596065 [14556-9] E IDIAN - ll APPROVED DAT 12/29/21 j %UtjB; R'FPS-zazvaosa 0 Sc Ali I PROpwo W FREE) SW& STREET EXHIBITA-2 PLAT TO OMPANY LEGAL DESCMPTKW *cORANACCACCMAND UMITYEASEAMW /4 0" TION, RiV; BW IJTY, 4-A C:GLNTIY, JDA�il) PROPOSED k'-N'A PM VAT ROAD i X LINE TABLE T 5 U S e 19" i-A PARCEL 3 'ARGa I W FRANKLIN ROAD PRIVATE ROAD EASEMENT AND ROAD MAINTENANCE AGREEMENT — 15 15596065 [14556-91 0 C. WE, 14 1 E IDMN - ll APPROVED DAT 12/29/21 EXHIBIT B SITE PLAN EXHIBIT B SITE PLAN 11 ATE I%' rii: 1/4 V, E'R 0 1 AN 'i Y, A" A 1Y, tt 78 1 PRIVATE ROAD EASEMENT AND ROAD MAINTENANCE AGREEMENT - 16 15596065 [14556-9] E IDIAN — APPROVED DAT 12/29/21 EXHIBIT C PARCEL 1 LEGAL DESCRIPTION DESCRIPTIONFOR ADLER AB OWNER XI LLC A 36.06 ACRE PARCEL OF LAND SITUATED IN THE S 1/2 OF SECTION I I T. 3 N,, R. I W- B-K CITY OF MERIDIAN, ADA COUNTY. IDA140 A parcel of landsituated in $c South 1/2 of Section I lJownship 3 North, Range I West, Boise Meridian, City of Meridian, Ada County, Idaho, as shown on that Record Of Survey recorded as Instrument Number 2020-130828, records of Ada County, Idaho, and more particularly described as follows: Commencing at the southwest corner of said Section 11, from which the southeast Owner of the Southwest I' Vt of said Section I I bears South 89*09'12" East 2658. 18 f&*44 thence along the southerly boundary of said Section I I South 39'09'12" East 1756,77 feet; thence Icavingsaid southerly boundary North 0*0020" FAst 30.00 feet to the northerly right-of-way of West Franklin Road, thence continuing North 0'00'20" Fast 376.33 feet to the POINT OF BEGINNING; thence continuing North 0'0020" East 1119.97 feet to the southerly railroad right-of-way; thence along said southerly railroad righ"f-way South 88128'58" East 116236 *et; thence leaving said southerly railroad right-of-way South 032'3 7" West 751.92 feet; thence South 89119'25" East 145.83 feet, thence North 6159'51 " Fast 50.72 feet, thence South 88*29'14" East 222.07 feet; thence South 0'32"2 1" West 775,71 *et to said northerly right-of-way or W" Franklin Road; thence along said northerly right-of-way of West Franklin Road North 8901250" West 373.62 feet, thence leaving said northerly right-of-way of West Franklin Road North 0'3239" East 356,14 fed; thence along the arc of a circular curve to the left a distance of 31.31 feet, said curve having a radius of 20,00 feet, a central angle or89'41'S I", and a chord bearing North 44118*16" West 28.21 loot; thence North 890091211 West 1131.79 fed to the POINT OF BEGINNING, comprising 36.06 acres, more or ICS& PRIVATE ROAD EASEMENT AND ROAD MAINTENANCE AGREEMENT — 17 15596065 [14556-9] APPROVED )N: EI 12/29/21 EXHIBIT D PARCEL 2 LEGAL DESCRIPTION WEST ADA SCHOOL DISTRICT BITS FACILITY PARCEL A DESCRIPTION A parcel of land located in the Southeast One quarter of Section 11, Township 3 Forth, Range 1 West, Boise Meridian, Meridian, Aria County, Idaho, more particularly described as follows; Commencing at the Section Corner common to Sections 11, 12,13 and 14 of said Township 3 North, Range 1 West; Thence North 89`13'3V West a distance of 1172,:00 feet on the Section Line common to said Sections 11 and 14; Thence North 00`31'26" East, a distance of 30.00 feet to a point on the northerly Right -of -Way line of West Franklin Road, said paint being the POINT OF BEGINNING; Thence North 89°13'39" West a distance of 54.00 feet on said northerly Right -of -Way line, Thence North 00'31'26" East a distance of 765.39 feet on the boundary line of that parcel of land described in Deed instrument Number 103036835 of Ada County Records; Thence North 88'3VOT' West a distance of 761.99 feet an the boundary line of said parcel of land described in Deed instrument Number 103036835.; Thence South 00'31'26"West a distance of 775.08 feet on the boundary line of said Deed parcel to a point on the northerly right-of-way line of West Franklin Road; Thence North 89"13'39" West a distance of $0.00 feet on said northerly Right -of -Wary One; Thence North 00031'2V Cast a distance of 775.71 feet; Thence North 88"30'O9" West a distance of 222.07 feet, Thence South 05*58'56" West a distance of 50.72 feet, Thence North Sr24'20' West a distance of 145.83 feet to a point on the westerly boundary line of said parcel of land described in Deed Instrument Number 103036835; Thence North 00031'44" East a distance of 751,85 feet on the exterior boundary line of said Deed parcel, to a point on the Southerly Right -of -Way line of the Oregon Shortline Railroad property; Thence South 88' 29'25" East a distance of 1239.54 feet on the southerly Railroad Right - of -Way line and the northerly boundary line of said Deed parcel to the northeast corner of said Deed parcel; Thence South 00`31'26" West a distance of 146 said Deed parcel to the point of beginning. Said Parcel contains 21..97 acres more or less. PREPARED BY: The Land Group, Inc.. PRIVATE ROAD EASEMENT AND ROAD MAINTENANCE AGREEMENT— 18 15596065 [14556-91 E IDMN - APPROVED DAT 12/29/21 EXHIBIT E PARCEL 3 LEGAL DESCRIPTION A portion of the Southeast quarter of Section 11, Township 3 North, Range I West, Boise Meridian, Ada County, Idaho. Commencing at a 5/8 iron pin at the South quarter comer of Section 11, Township 3 North, Range I West Boise Meridian, Thence along the Southerly line of the Southeast quarter of said Section 11, North 89 degrees 16'00" East, a distance of 2657.82 feet to a brass cap at the Southeast comer of said Section 11; Thence continuing along said Southerly line South 89 degrees 16'00" West, a distance of 1226.00 feet to the POINT OF BEGINNING; Thence along the following courses: South 89 degrees 16'00" West a distance of 761.89 feet; North 00 degrees 58'55" West, a distance of 805.08 feet; North 89 degrees 59'30" East a distance of 761.99 feet; South 00 degree 58' 55" East, a distance of 795.44 feet to the POINT OF BEGINNING. EXCEPTING THEREFROM a parcel of land located in the southeast quarter (SE4) of Section i I, 'township 3 North, Range I West, Boise Meridian, Ada County Idaho, said parcel being a prescriptive right of way easement for the Ada County Highway District, and more particularly dt5cribed as follows: Commencing at 5/8-inch-diameter iron rod representing the South Quarter Comer of Section 11., Township 3 North, Range I West, Boige, Meridian; thence along the south line of Section 11 (Franklin Road), North 89' 16' 00" East, 669,94 feet to a point, said point being the TRUE POINT OF BEGINNING; thence leaving the south line of Section 11, North 01 58' 55" West, 30.00 feet; thence North 89' 16' 00" East, 761.89 feet; thence South 0' 58' 55" East, 30.00 fee; thence South 89' 16' 00" West, 761.89 feet to the TRUE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM a parcel of land located in the Southeast Quarter (SE4) of Section 11, Township 3 North, Range I West, Boise Meridian, Ada County Idaho, and more particularly described as follows: Commencing at 5/8-inch-diEu-neter iron rod repmscnting the South Quarter Comer of Section 11, Township 3 North, Range I West, Boise Meridian; thence along the south line of Section I I (Franklin Road), North 89' 16' 00" East, 669.94 feet; thence leaving the south line of Section 11, North 00 58 '55" West, 30.00 feet to a point on the northerly boundary of a prescriptive right of way easement for the Ada County Highvray District (Parcel 1), said point being the TRUE POINT OF BEGINNING; thence leaving the northerly boundary of said prescriptive right of way easement, Nortb 01 58' 55" West, 18.00 feet; thence North 89' 16' 00" East, 761.89 feet; thence South 01 58' 55" East, 18.00 feet to a point on the northerly boundary of said prescriptive right of way easement; thence along the northerly boundary of said prescriptive right of way easement, South 89" 16' 00" West, 761.99 feet to the. TRUE POINT OF BEGINNING. PRIVATE ROAD EASEMENT AND ROAD MAINTENANCE AGREEMENT — 19 15596065 [14556-9]