CZC_15-005_CarMax_Auto_SuperstoreCERTIFICATE OF ZONING COMPLIANCE (✓ Y L E' IDIAN
REPORT
DATE: January 21, 2015
TO: Jake Hertz, CarMax Auto Superstores West Coast, Inc.
FROM: Sonya Watters, Associate City Planner
SUBJECT: CarMax Auto Superstore - CZC-15-005 and DES -15-002
OWNER: CarMax Auto Superstores West Coasts, Inc.
DESCRIPTION OF APPLICANT'S REQUEST
The applicant, CarMax Auto Superstores West Coast, Inc, requests Certificate of Zoning
Compliance (CZC) approval of a pre -owned automobile dealership consisting of sales, service,
reconditioning, carwash, fuel storage and dispensing, and wholesale auction uses.
The proposed use is classified as vehicle sales and service, which is a principal permitted use in
the C -G zoning district. The proposed vehicle repair (minor), carwash, and fuel storage and
dispensing is allowed as an accessory use; these uses are not allowed to serve the public.
The applicant also requests design review (DES) approval of the site design and structures on
the site.
The site is located at 4043 E. Elden Gray Street.
DECISION
The applicant's request for Certificate of Zoning Compliance and Design Review is approved
with the conditions listed in this report.
Note: This is not a buildingpermit. Please contact Building Services at (208) 887-2211 to
verify if you need a building permit and/or inspection. If you do need a building permit, you
must complete thatprocess before you commence the use or construction. Please contact
Building Services for additional details about building permits and inspections.
Site Conditions of Approval
1. The applicant shall construct all proposed fencing and/or any fencing required by the
UDC, consistent with the standards as set forth in UDC 11-3A-7 and 11 -3A -6B.
2. The applicant shall file all irrigation facilities on the site as set forth in UDC 11 -3A -6A.
3, Business hours of operation within the C -G district shall be limited from 6 am to 11 pm
when the property abuts a residential use or district as set forth in UDC 11 -2B -3A4.
4. All lighting on the site shall comply with the standards listed in UDC 11-3A-11 and be reduced
after hours, per the development agreement.
5. Vehicles shall not be displayed on ramps or berms or in any way elevated off of the parking lot
level, per the development agreement.
6. Landscape areas shall not be used for signage or other visual distractions, per the development
agreement.
7. All service and reconditioning of vehicles shall be limited to that defined in UDC 11-1A-1,
Conditions Document 1 CmMax Auto Superstore - CZC-15-005 and DES -15-002
Service and Vehicle Repair, Minor.
8. Prior to issuance of Certificate of Occupancy, the applicant, at its own expense, shall
install a Welcome to Meridian monument sign on the site at the northwest corner of N.
Venture Street and E. Fairview Avenue. The design of the sign shall be consistent with that
shown in Exhibit E.
9. Chainlink fencing with slats is not allowed as a screening material per UDC 11-313-5M..
The detail of the trash enclosure shown on the site plan for the tire enclosure is not
approved; the gate shall be changed to metal to match the dumpster Bates.
General Conditions of Approval
t. 100 Watt and 250 Watt, high-pressure sodium street lights shall be required on all public
roadways per the City of Meridian Improvement Standards for Street Lighting. All
street lights shall be installed at developer's expense. Final design shall be submitted as
part of the development plan set for approval. Applicant shall also include the location
of any existing street lights in the development plan set. Street lighting is required at
intersections, corners, cul-de-sacs, and at a spacing that does not exceed that outlined in
the Standards. The contractor's work and materials shall conform to the ISPWC and the
City of Meridian Supplemental Specifications to the ISPWC.
Process Conditions of Approval
1. No signs are approved with this application. Prior to installing any signs on the
property, the applicant shall submit a sign permit application consistent with the
standards in UDC Chapter 3 Article D and receive approval for such signs.
2. The applicant shall complete all improvements related to public life, safety, and health
as set forth in UDC 11 -5C -3B. A surety agreement may be accepted for other
improvements in accord with UDC 11 -5C -3C.
Upon installation of the landscaping and prior to inspection by Planning Department
staff, the applicant shall provide a written certificate of completion as set forth in UDC
11 -3B -14A.
4. The site plan prepared by CenterPoint Integrated Solutions, LLC on 12/14/12, labeled
Sheet X3.0, is approved as shown in Exhibit B.
5. The landscape plan prepared by CenterPoint Integrated Solutions, LLC on 11/13/12,
labeled Sheets L-1 thru L-6, is approved as shown in Exhibit C.
6. The elevations prepared by CenterPoint Integrated Solutions, LLC on 10/30/12, labeled
Sheet A3.0, are approved as shown in Exhibit D.
7. The approved site plan, landscape plan and/or elevations may not be altered without
prior written approval of the Planning Division of the Community Development
Department.
8. The applicant shall pay any applicable impact fees prior to the issuance of a building
permit.
9. If any changes must be made to the site plan to accommodate ACHD requirements, the
applicant shall submit a new site plan to the City of Meridian Planning Department for
approval prior to issuance of the building permit.
10. The applicant shall complete all required improvements prior to issuance of a Certificate
of Occupancy. It is unlawful to use or occupy any building or structure until the
Conditions Document 2 CarMax Auto Superstore - CZC-15-005 and DES -15-002
Building Official has issued a Certificate of Occupancy.
Ongoing Conditions of Approval
1. The applicant and/or assigns shall have the continuing obligation to provide irrigation
that meets the standards as set forth in UDC 11-3B-6 and to install and maintain all
landscaping as set forth in UDC 11-313-5, UDC 11-313-13 and UDC 11-313-14.
2. The applicant shall comply with the outdoor storage as an accessory use standards as set
forth in UDC 11-3A-14.
3. The project is subject to all current City of Meridian ordinances and previous conditions
of approval associated with this site (AZ -07-012, DA Instrument #109009630; and
MDA -12-006, Instrument #113008591.
4. The issuance of this CZC does not release the applicant from any previous requirements
of the other permits issued for the site.
5. The applicant and/or property owner shall have an ongoing obligation to prune all trees
to a minimum height of six feet above the ground or sidewalk surface to afford greater
visibility of the area.
6. The applicant shall have an ongoing obligation to maintain all pathways.
7. The applicant has a continuing obligation to comply with the outdoor lighting
provisions as set forth in UDC 11-3A-11.
8. The applicant and/or property owner shall have an ongoing obligation to maintain all
landscaping and constructed features within the clear vision triangle consistent with the
standards in UDC 11-3A-3.
9. The applicant and/or assigns shall have the continuing obligation to meet the specific
use standards for the proposed uses as set forth in UDC 11-4-3-38, Vehicle Sales or
Rental; 11-4-3-39, Vehicle Washing Facility; and 11-4-3-37, Vehicle Repair, Minor.
CITY COUNCIL REVIEW
The applicant or a party of record may request City Council review of a decision of the
Director. All requests for review shall be filed in writing with the Planning Division on or
before February 5, 2015, within fifteen (15) days after the written decision is issued, and
contain the information listed in UDC 11 -5A -6B.
If City Council review of the decision is not requested, the action of the Director represents a
final decision on a land use application. You have the right to request a regulatory taking
analysis under Idaho Code 67-8003.
EXPIRATION
Certificates of Zoning Compliance issued in conjunction with construction or alteration of a
structure shall expire if the construction or alteration has not commenced within one year of the
date of issuance of the Certificate of Zoning Compliance.
In accord with the above provisions, the subject Certificate of Zoning Compliance is valid until
January 21, 2016.
Conditions Document 3 CuMax Auto Superstore - CZC-15-005 and DES -15-002
EXHIBITS
A. Vicinity Map
B. Site Plan (dated: December 14, 2012)
C. Landscape Plan (dated: November 13, 2012)
D. Elevations (dated: October 30, 2012)
E. Welcome to Meridian Monument Sign
Conditions Document 4 CarMax Auto Superstore - CZC-15-005 and DES -15-002
A. Vicinity Map
Conditions Document 5 CarMax Auto Superstore - CZC-I5-005 and DES -15-002
B. Site Plan (dated: December 14, 2012)
Conditions Document 6 CarMax Auto Superstore - CZC-15-005 and DES -15-002
C. Landscape Plan (dated: November 13, 2012)
Conditions Document 7 CarMax Auto Superstore - CZC- 15-005 and DES -15-002
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14 CarMax Auto Superstore - CZC-15-005 and DES -15-002
ECEIVE
CJfE IDIAN JAN 1 2 r Planning Department
IDAHO AD l TRATIVE REVIEW APPLICATION
BY:
Type of Review Requested (check all that apply)
❑ Accessory Use
❑ Alternative Compliance
❑ Certificate of Zoning Compliance
❑ Certificate of Zoning Compliance Verification
❑ Conditional Use Permit Minor Modification
El Design Review
❑ Private Street
❑ Property Boundary Adjustment
❑ Time Extension (Director)
❑ Vacation
❑ Other
Applicant Information
STAFF USE ONLY:
File number(s): CIL — IT -00T,
Project name: LRS FYJTO J.MelSA
Date filed: 11(7,1L!'z� _. Date complete:
Assigned Planner: .SG/J�Ei I,nj�AC t
Related files:
Applicant name: CarMax Auto Superstores West Coast Inc Phone:
Applicant address: 12800 Tuckahoe Creek Parkway, Richmond, VA Zip: 23238
Applicant's interest in property: ❑ Own []Rent [D Optioned []Other
Owner name: CarMax Auto Sunerstores West Coast, Inc Phone:
Owner address: 12800 Tuckahoe Creek Parkway, Richmond, VA Zip: 23238
Agent name (e.g., architect, engineer, developer, representative): Representative
Firm name: CenterPoint Integrated Solutions, LLC Phone: 303.679.6974
Address: 1240 Bergen Parkway Suite A-250, Evergreen, CO Zip: 80439
Primary contact is: []Applicant ❑ Owner [DAgent ❑ Other
Contact name: Jake Hertz. AICD Phone: 303.679.6974
E-mail: iherwRcenterooint-is cont Fax: 877.736.9960
Subject Property Information
Location/street address: NW Corner of E Fairview Ave and N Venture St, Meridian, ID 93646
Assessor's parcel number(s):
Township, range, section: Sec 4, Twn 3N. Rug lE Total acreage: 11.31 AC +/-
Current land use: Agricultural Current zoning district: General Retail & service Commercial (OG)
33 E. Broadway Avenue, Suite 210 • Meridian, Idaho 83642
Phone: (208) 884-5533 • Facsimile: (208) 888-6854 • Website: www.meridiancity.org
1 (Rev. 11/4108)
Project Description
Project/subdivision name: CarMax Auto Superstore #6039 - Meridian, ID
General description of proposed project/request: Pre -owned auto sales, service, reconditioning, carwash,
fuel storage and dispensing wholesale auctions. Please see the attached narrative for more information.
Proposed zoning district(s): General Retail & Service Commercial (CG)
Acres of each zone proposed: 11.31 AC +/-
Type of use proposed (check all that apply):
❑ Residential El Commercial []Office ❑Industrial []Other
Amenities provided with this development (if applicable):
Who will own & maintain the pressurized irrigation system in this development? Applicant
Which irrigation district does this property lie within? None
Primary irrigation source: TBD Secondary: City of Meridian
Square footage of landscaped areas to be irrigated (if primary or secondary point of connection is City water): 2.90 AC
Residential Project Summary (if applicable)
Number of residential units:
Number of common and/or other lots:
Number of building lots:
Proposed number of dwelling units (for multi -family developments only):
I Bedroom:
Minimum square footage of structure(s) (excl. garage):
Minimum property size (s.f):
2 or more Bedrooms:
Proposed building height: _
Average property size (s.f):
Gross density (DU/acre-total land): Net density (DU/acre-excluding roads & alleys):
Percentage of open space provided: Acreage of open space:
Percentage of useable open space:
(See Chapter 3, Article G, for qualified open space)
Type of open space provided in acres (i.e., landscaping, public, common, etc):
Type of dwelling(s)proposed: ❑ Single-family ❑ Townhomes ❑ Duplexes ❑ Multi -family
Non-residential Project Summary (if applicable)
Number of building lots: 1 Other lots:
Gross floor area proposed: 41.798 SF Existing (if applicable):
Hours of operation (days and hours): Tmiro'iy-soros M-sa 9wm-9pm: so 12,0pm; se '-M-F Building height: sa',1 pop or mo m.ry: aa' m mp otr.00py cal
Percentage of site/project devoted to the following:
Landscaping: 26% Building: 9% Paving: 65%
Total number of employees: 100-120 Maximum number of employees at any one time: 90
Number and ages of students/children (if applicable):
Seating capacity:
Total number of parking spaces provided: 181 Number of compact spaces provided: 0
Authorization
Print applicant name: Jake Hertz
Applicant signature:
33 E.
Phone: ( )884-5
Date: January 12, 2015
Suite 210 • Meridian, Idaho 83642
(208) 888-6854 • Website: www.meridiancity.org
2
i
Y CENTERPOINT
INTEGRATED SOLUTIONS
Civil Design I Project Management
January 12, 2015
Meridian Planning Department
33 E. Broadway Ave., Suite 210
Meridian, Idaho 83642
1240 Bergen Parkway, Suite A-250
T 303.670.4111
F 303.670.41 72
CenterPoint.is.com
RE: Certificate of Zoning Compliance — CarMax Application Narrative
Dear City Planning Staff:
CarMax is pleased to submit the enclosed application for a Certificate of Zoning
Compliance. CarMax proposes to develop an upscale pre -owned automobile dealership
("Project") on the vacant commercial lot at the northwest corner of Fairview Avenue and Venture
Street ("Project Site"). This is the eastern half of the Kleiner Family Trust's East Parcel, lying
east of the Meridian Town Center and south of the Julius M. Kleiner Memorial Park. The Project
requires modification of a development agreement that covers Kleiner Family Trust property on
both sides of Eagle Road ("Kleiner DA").
The development agreement modification has been approved by City Council and has been
reviewed and approved by the City Attorney. CarMax is in the process of finalizing the real estate
transaction with the current owner in order to execute the final version of the development
agreement. In the interim, CarMax respectfully requests that the City review the enclosed
application materials and issue a Certificate of Zoning Compliance.
About CarMax
CarMax is a member of the Fortune 500 and the S&P 500. For each of the last eight years,
Fortune magazine has recognized CarMax as one of the "100 Best Companies to Work For".
Headquartered in Richmond, Virginia, CarMax currently operates 143 superstores in 72 markets.
The CarMax consumer experience is structured around four key customer benefits: low,
no -haggle prices; a broad selection; high-quality vehicles; and customer -friendly service. CarMax
has been the recipient of numerous awards for its exceptional management, workplace, benefits,
training, and consumer experience.
Proposed Project
CarMax is a specialty retailer of used cars, not a traditional car dealer. The Project's design
and operation is much like other high-end retail stores, except that it generates significantly less
traffic than other retailers. CarMax does not use flags, balloons, placards in open car hoods,
painted window lettering, or the like in its marketing. There are no outdoor loudspeakers as
associates carry iPads, pagers, and/or cell phones for communication. Lighting is appropriately
downcast and is reduced after hours. Additional details about site operations are described in the
application materials.
1240 Bergen Pkwy I Suite A-250 j Evergreen, CO 80439 j 303.670.4111 1 Fax: 877.736.9960
www.centerpoint-is.com
CarMax—Meridian, ID
January 12, 2015
Once it is fully operational, CarMax expects this store to provide up to 120 full and part
time jobs. The majority of these positions will be sales and service positions that pay a very
competitive living wage and include a great benefits package, as expected from a Fortune 100 top
employer.
The Project Site will include sales and service buildings and a non-public, enclosed
carwash along with associated access drives, parking areas, and landscaped areas. The buildings
reflect the architectural style and modulated roofline of the nearby Meridian Town Center. A six-
foot tall masonry wall with similar articulated features as the building, fronted by trees and other
landscaping, will fully screen the outdoor staging area.
The conceptual site plan, landscape plan, building elevations and renderings enclosed with
the application materials depict a quality approach to site and landscape design. A 20' to 50' wide
landscape buffer runs along the east side of the Project Site, adjacent to residential and commercial
uses to the east. The north side of the Project Site, adjacent to the Park, is screened by significant
landscaping with mixed -variety, clustered trees along a 35 -foot buffer. A landscaped, meandering
sidewalk provides connectivity through the west side of the Project Site from Fairview Avenue to
the Park. In all, the site includes approximately three acres (126,500 square feet) of landscaping,
which is more than 24% of the site. This includes at least 240 trees, located strategically to
maximize screening and visual impacts, in a variety of tree species to provide year round interest
and to minimize effects from exposure to disease and pests. Additionally, CarMax has designed
and offered to construct at its own expense an attractive Welcome to Meridian monument on the
southeast corner of the property.
With the Project, CarMax will dedicate right-of-way and construct the remainder of Elden
Gray Lane between Records and Venture and will construct the new internal north -south drive to
divide the Kleiner Family Trust property. Primary access to the Project Site will be from this
internal drive, with a gate -restricted secondary access on Venture Street for test drives only.
In conclusion, CarMax looks forward to partnering with the City of Meridian and its
residents in constructing and operating a successful new store,
Thank you for your consideration of this application.
Sincerely,
Jake Hertz, AICP
CenterPoint Integrated Solutions, LLC
Encl.
CarMax— Meridian, ID
January 12, 2015
CarMax Operations
Sales and Marketing
CarMax operates differently from traditional car dealerships in that it physically separates its
inventory area from customer and employee parking. This is both for loss prevention control as
well as operational efficiency and safety. All inventory display areas will be separated from the
general public by means of decorative bollards, gates and fencing. Ornamental wrought -iron
fencing is used to separate the customer and employee parking from the display area.
Vehicular access to the display areas is controlled by embassy -style security gates through the use
of a secured key -card. prospective customers are typically accompanied by an employee when
they are in the display area. Only employees are permitted to drive cars within the display
area. Emergency access will be provided within staging and display areas as required by the fire
department. Test drives are directed away from residential areas.
Service Operations
An integral part of the CarMax used car consumer offer is the reconditioning process that is
performed on all vehicles offered for sale. This process includes a comprehensive Certified
Quality Inspection of the engine and all major systems. Most routine mechanical and cosmetic
repairs required to bring the vehicle up to the CarMax quality standards are performed in house;
however, for some reconditioning services, third parties specializing in those services are engaged.
CarMax currently offers limited retail vehicle service (routine maintenance, tires, diagnostic and
mileage services) and provides repairs of vehicles covered by their extended service plans. All
service work is performed inside fully -conditioned buildings equipped with quiet -operation rollup
doors, providing the associates with a great work environment and eliminating the need to conduct
operations with open bay doors.
Retail service vehicles and vehicles awaiting disposition are stored in the secured non-public
staging area on a temporary basis. To provide an attractive visual screen as well as security for
these vehicles, the staging area is surrounded by a six foot high masonry wall, which is articulated
to match the design of the building. Vehicular access to that area is strictly controlled through the
use of embassy -style security gates.
A non-public carwash is located in the secured staging area and is used only by CarMax associates
before vehicles are either placed in the vehicle display area or presented to customers.
An underground fuel storage tank with a non-public fuel pump is proposed for this site. The tank
will be located within the customer and employee parking lot. The fuel pump will be located
adjacent to the FQC building within the secured staging area to fuel inventory vehicles as needed.
Site Lighting & Security
CarMax uses "shoebox" type lighting fixtures mounted on 26 -foot tall light poles for visibility and
security. Fixtures use a flat lens and are downcast to reduce light spill onto adjacent properties.
Exterior lighting will be reduced after operating hours.
CarMax— Meridian, ID
January 12, 2015
CarMax typically does not use on-site security guards, but uses interior and exterior security
cameras for safety and inventory protection.
Wholesale Auctions
Vehicles purchased through the CarMax in-store appraisal process that do not meet the CarMax
retail quality standards are sold through on-site non-public wholesale auctions. Auctions are
generally held weekly or every other week; however, frequency at a given superstore is determined
by the number of vehicles to be auctioned. The auctions are conducted within the enclosed
FQC/carwash building. Participation in the wholesale auction is restricted to pre -qualified licensed
automobile dealers only, the majority of whom are independent dealers. While some larger dealers
may bring vehicle carriers to the sale to transport their purchased vehicles, most will bring drivers
to take individual vehicles away. Purchased vehicles must be removed from the site within 48
hours.
Hours
Sales areas are typically open to the public Monday through Saturday from 9:00 a.m. to 9:00 p.m.
with limited hours on Sundays. Service areas are typically open to the public Monday through
Friday from 7:30 a.m. to 6:00 p.m.
Deliveries
Deliveries of vehicles, parts and supplies are made on-site. Carriers will enter the site through the
private access drive from Elden Gray Lane, via Records Road, and load and unload vehicles
towards the rear of the customer and employee parking lot. Unloaded vehicles will be driven by
employees from the parking lot into the staging area to await preparation for resale or disposition
through the wholesale auction process described above.
05
ADA COUNTY RECORDER Christopher D. Rich AMOUNT 52.00 15
BOISE IDAHO 12/28/2012 03:08 PM
DEPUTY Nikola Olson
Simparde Electronic Recording I VIII VIII VIII 111111III 111111 VIII 111111111111IIIVIII IIII IIII
WHEN RECORDED, MAIL TO: RECORDED-13SQUEsr OF
FIRST AMERICAN TITLE AND ESCRO 112137355
Thornton & Associates, PLC
5030 Sadler Place, Suite 204
Glen Allen, VA 23060 ELECTRONICALLY RECORDED -00 NOT
Attn: Mr. James Thornton REMOVE THE COUNTY STAMPED FIRST
PAGE AS IT IS NOW INCORPORATED AS
PART OF THE ORIGINAL DOCUMENT.
SPECIAL WARRANTY DEED
In .consideration of Ten and 00/100 Dollars ($10.00) and other good and valuable
consideration, KARL KLEINER, as Trustee of KLEINER TRUST A, as to an undivided 12.5%
interest; KARL KLEINER, as Trustee of KLEINER TRUST B, as to an undivided 12,5%
interest; DAVID KLEINER, as Trustee of KLEINER TRUST C, as to an undivided 12.5%
interest; DAVID KLEINER, as Trustee of KLEINER TRUST D, as to an undivided 12.5%
interest; KAREN KLEINER, as Trustee of KLEINER TRUST E, as to an undivided 12.5%
interest; KAREN KLEINER, as Trustee of KLEINER TRUST F, as to an undivided 12.5%
interest; BRUCE KLEINER, as Trustee of KLEINER TRUST G, as to an undivided 12.5%
interest; BRUCE KLEINER, as Trustee of KLEINER TRUST H, as to an undivided 12.5%
interest (the "Grantors"), hereby grant and convey to CARMAX AUTO SUPERSTORES
WEST COAST, INC., a Virginia (formerly California) corporation, whose address is 12800
Tuckahoe Creek Parkway, Richmond, Virginia 23238 (the "Grantee") all of Grantors' fee
interests in and to the real property located in Ada County, Idaho, and described in Exhibit A
attached hereto and incorporated herein by this 'reference (the "Property");
TOGETHER with all easements, rights and hereditaments 'appurtenant thereto and all
improvements located thereon;
EXCLUDING (a) any portions of the Property that have been dedicated in fee for rights
of way to any public agencies, and (b) any mineral or water rights, claims or title to mineral or
water that are not now held by Grantors and appurtenant to the Property; and
RESERVING unto Grantors a nonexclusive easement for the construction, use,
maintenance and repair of a paved roadway and driveway and associated taper and turning lanes
and any related lighting, utility lines, signage, landscaping, sidewalks, curbs, curb cuts, drainage
cuts and facilities and similar improvements and fixtures over, under and across that portion of
the Property lying adjacent and contiguous to the west and south boundaries thereof, as more
particularly described in Exhibit B attached hereto as a part hereof, for the purposes of vehicular
access and ingress to and egress from the Property and the parcel lying immediately to the west
thereof and described in Exhibit C attached hereto and to connect said easement area with East
Fairview Avenue and with Elden Gray Way, such easement to be subject to the terms and
conditions of an Easement Agreement between Grantors and Grantee to be recorded immediately
hereafter.
72756708.2 0040834-00007
1 Ej
WHEN RECORDED, MAIL TO:
Thornton & Associates, PLC
5030 Sadler Place, Suite 204
Glen Allen, VA 23060 ELECTRONICALLY RECORDED - DO NOT
Attn: Mr. James Thornton REMOVE THE COUNTY STAMPED FIRST
PAGE AS IT IS NOW INCORPORATED AS
PART OF THE ORIGINAL DOCUMENT.
SPECIAL WARRANTY DEED
In .consideration of Ten and 00/100 Dollars ($10.00) and other good and valuable
consideration, KARL KLEINER, as Trustee of KLEINER TRUST A, as to an undivided 12.5%
interest; KARL KLEINER, as Trustee of KLEINER TRUST B, as to an undivided 12.5%
interest; DAVID KLEINER, as Trustee of KLEINER TRUST C, as to an undivided 12.5%
interest; DAVID KLEINER, as Trustee of KLEINER TRUST D, as to an undivided 12.5%
interest; KAREN KLEINER, as Trustee of KLEINER TRUST E, as to an undivided 12.5%
interest; KAREN KLEINER, as Trustee of KLEINER TRUST F, as to an undivided 12.5%
interest; BRUCE KLEINER, as Trustee of KLEINER TRUST G, as to an undivided 12.5%
interest; BRUCE KLEINER, as Trustee of KLEINER TRUST H, as to an undivided 12.5%
interest (the "Grantors"), hereby grant and convey to CARMAX AUTO SUPERSTORES
WEST COAST, INC., a Virginia (formerly California) corporation, whose address is 12800
Tuckahoe Creek Parkway, Richmond, Virginia 23238 (the "Grantee"), all of Grantors' fee
interests in and to the real property located in Ada County, Idaho, and described in Exhibit A
attached hereto and incorporated herein by this reference (the "Property");
TOGETHER with all easements, rights and hereditaments appurtenant thereto and all
improvements located thereon;
EXCLUDING (a) any portions of the Property that have been dedicated in fee for rights
of way to any public agencies, and (b) any mineral or water rights, claims or title to mineral or
water that are not now held by Grantors and appurtenant to the Property; and
RESERVING unto Grantors a nonexclusive easement for the construction, use,
maintenance and repair of a paved roadway and driveway and associated taper and turning lanes
and any related lighting, utility lines, signage, landscaping, sidewalks, curbs, curb cuts, drainage
cuts and facilities and similar improvements and fixtures over, under and across that portion of
the Property lying adjacent and contiguous to the west and south boundaries thereof, as more
particularly described in Exhibit B attached hereto as a part hereof, for the purposes of vehicular
access and ingress to and egress from the Property and the parcel lying immediately to the west
thereof and described in Exhibit C attached hereto and to connect said easement area with East
Fairview Avenue and with Elden Gray Way, such easement to be subject to the terms and
conditions of an Easement Agreement between Grantors and Grantee to be recorded immediately
hereafter.
72756708.2 0040834-00007
SUBJECT TO any installments of taxes, levies and assessments that are not now due and
payable; any leases of the Property agreed to, by Grantee; and any easements, reservations,
covenants, conditions; and restrictions of record, including, without limitation, those identified in
Exhibit D attached hereto.
The Grantors, for themselves and for their respective successors in interest, do by these
presents expressly limit the. covenants of this Deed to those herein expressed, exclude all
covenants arising or to arise by. statutory or other implication, and do hereby covenant that
against all persons whomsoever lawfully claiming or to claim by, through or under the Grantors,
and not otherwise, he or she will warrant and defend his'or her interest to the Property.
This Deed may be executed in two or more counterparts, all of which shall constitute but
one and the same instrument, and the original signature pages from such counterparts may be
assembled into a single document to facilitate the recordation of these presents.
All of the Grantors execute these presents solely in their capacity as trustees of the trusts
herein identified and any recourse under this instrument shall be confined to the assets of such
trusts.
IN WITNESS WHEREOF, Grantor has executed this Special Warranty Deed this
day of December, 20.12.
KLEINER TRUST A
By:
Kcz •k KX.QnnA A
Karl Kleiner, Trustee
KLEINER TRUST B
By:k.>---
Karl Kleiner, Trustee
KLEINER TRUST C
By: '0 e, Cf -
David Kleiner, Trustee
72756708.2040834-00007
KLEINER TRUST D
By; 0 7 7 <L—,
David Kleiner, Trustee
KLEINER TRUST E
By;
Karen Kleiner, Trustee
KLEINER TRUST F
,/ a
By, K — e
Karen Kleiner, Trustee
KLEINER TRUST G
By:
Bruce Kleiner, Trustee
KLEINER TRUST H
By:
72756708.2 0040834-00007 � 3
Bruce Kleiner, Trustee
KLEINER TRUST D
By: _ .6 / (LI
David Kleiner, Trustee
KLEINER TRUST E
By:
Karen Kleiner, Trustee
KLEINER TRUST F
By:
Karen Kleiner, Trustee
KLEINER TRUST G
By:
Bruce Kleiner, Trustee
KLEINER TRUST H
By: � t lam:
Bruce Kleiner, Trustee
72756708.2 0040834-00007
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that KARL KLEINER is the person
who appeared before me, and said person acknowledged that he signed this instrument, on oath
stated that he is authorized to execute the instrument -and acknowledged it as Trustee. of the
KLEINER TRUST A and KLEINER TRUST B, to .be the free and voluntary act of such party
for the uses and purposes mentioned in this-har unent.
f% Com'
Dated: Dga80, i 2012
J\O 'SV L .Notary name typed or printed): v'aw+
OQ= SiOSION�11,,
Notary Public ttd r�the State of Washington '
s ego aorq�� y m - Residing at: 0 ly
My appointment expires: d Ido /rT
0'15".-�p2
INq ;c N�NC .
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that DAVID KLEINER is the person
who appeared before me, and said person acknowledged that he signed this instrument, on oath
stated that he is authorized to execute the instrument and acknowledged it as Trustee of the
KLEINER TRUST C and KLEINER TRUST -D, to be the and voluntary act of such party
for the uses and purposes mentioned in this i r9e t.
Dated: Decemb�gr i I , 2012
a I
n< ed or rinted):
�N�o�����
\A, ROCS _4+
QN y
ry Public i d o e State
k'x,,,,,F
Residing at: W L
as YA
,og io N� <
My appointment expires:
OQ
f -
OF W pcY�
.
72756708,20040834-00007 4
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that KAREN KLEINER is the person
who appeared before me, and said person acknowledged that she signed this instrument, on oath
stated that she is authorized to execute the instrument and acknowledged it as Trustee of the
KLEINER TRUST E and KLEINER TRUST F, to be the free and voluntary act of such party for
the uses and purposes mentioned in this ins ent.., , �4
Dated: December J L, 2012
H\\Rttttth, � Notary Public in and fo a State of wasnmgton
O Residing at:
QJ�s81ON,, �'/r,�b//Z My appointment expires:
S
cV J. i r
%�' q •' srt
STAg11
ss. /
COUNTY OF )
1 certify that I know (or proved to me on the o h of
that BRUCE KLEINER is the person who appeared efore me, and said person acknowledged
that he signed this instrument, on oath stated that h is authorized to execute the instrument and
acknowledged it as Trustee of the KLEINER TR T G and KLEINER TRUST H, to be the free
and voluntary act of such party for the uses and rposes mentioned in this instrument.
Dated: December _, 2012
72756708.2 0040834-00007
Notary name (typed or printed) :�—
Notary Public in and for the State of New York
Residing at:
My appointment expires:
STATE OF WASHINGTON )
)SS.
COUNTY OF KING )
I certify that I know or have satisfactory evidence t KAREN KLEINER is the person
who appeared before me, and said person acknowledge at she signed this instrument, on oath
stated that she is authorized to execute the ins nt and acknowledged it as Trustee of the
KLEINER TRUST E and KLEINER TRUST F, e the free and voluntary act of such party for
the. uses and purposes mentioned in this ins I i I'
Dated: December, 2012
STATE OF NEW YORK )
\I
)SS.
COUNTY OF VJ IUY )
Netary namd (typed or prmtea): �w n F+_r9 �w
Notary Public in a "fort State of Washington
Residing at:^t
My appointment expires: l6 IJ
I certify that I know (or proved to me on the oath of
that BRUCE KLEINER is the person who appeared before me, and said person acknowledged
that he signed this instrument, on oath stated that he is authorized to execute the instrument and
acknowledged it as Trustee of the KLEINER TRUST G and KLEINER TRUST H, to be the free
and voluntary act of such party for the uses and purposes mentioned in this instrument.
Dated: December VVI 2012
72756708.2 0040834-00007
Notary namts ktlea or pr
Notary Public Mond fr'
Residing at: i
My appointment expires:
RONALD V. UY
NOTARY PUBLIC -STATE OF NEW YORK
No.OIUY6254143
Qualified In Queens County
My Commission Expires January 17, 2016
New Y
1 �irfrrr�
ra:rvaet»a
rF IM24r.aRa
«w.�Natlw.xm
EXHIBIT A
ofs.x a t xc.
Baaadary.Dr4crlPtion -
of NewParee136
. Por McAdlan Ceotereel.4LC
Job No.69T7070.09
flude
ApmoeloTAwnship3NiM,RUot IU4 B0160M"WO McCounty'lldsho,betogmore
Secdon 4, Towmidp3NoRh, Rogge ikuh
par0culedydescribed m tbllows:
Commawing at a but" Cap matiting the soulhwtat coma oftiodah 4, Towns* 3NOWN '
Rooga 1 W1, Roue Meridian;
ThmceS89°46'17'8,2659.SlhetoFon&GwsuuO�IhwoFtheaoaANmtquerterroaSlBlock .
tabasmerMng thoaouds goena aaatlonoomrt of5oatioo 4;
Thenco SIW46'39%664.61 Pmt Along the south line oflbe soudast goerta;
TheaceN00°t3'21" B, 5714 feel to x 98 blob rebel mo>krog the southwest caner of Yentlne
9ubdivlelOn, (took 270f Rkla at PAgae 1704 & 1705, oa the oanhrigheo6wrylloe oPEari
FawlewAvawatbePOIM`OFBEOINNING: _ -
Tftencab'00"64'25"B, 741.97 fatAtongthe tveet fIm otVehha'e SubdlvWmr,
7ttatm N89°59'39"W« 663.68 [ea to tlgweri lino o(tka west haiPofWe mNLwest
Baader oYOx wutbaast gtauta: .
Themoa S00°09104"W,14197 fee along the weal lino of dm west hWOf Oro
eou0,wett ghatar oPthe mulhaat.quMer to g 5 inch rebar on the honh right -o6
wary line of fiai[Fahview Avenue;
7heuce gl;V3912M 664.68 fWalong Ota norM 11814.01" ay line Of Fabvlow
Avenue to the POINT OF DEOD MO.
79w ahovadaauibed 9aut coatelae 1191 aotp, Rloroorlea8,
Sugjeotto w$Wdsting eeseraallsofdght"I-MYOfraooniorapperant.
1.
Exhibit A-1
72756708.2 0040834-00007
� Y �
EXHIBIT A
� Y
NawForoel 36
Acres t
W.e.
MAN h/M1MY
' pnplP( wa
..._... _..._..�...._._. 9
E }}VU'V'C 200.61'
mNew PerOel 3b rMNA' "° 0719
Exhibit A-2
72756708.2 0040834-00007
f—�
-fMke a+✓
arj
. Ws1r1MNF 6nN•
� Y
NawForoel 36
Acres t
W.e.
MAN h/M1MY
' pnplP( wa
..._... _..._..�...._._. 9
E }}VU'V'C 200.61'
mNew PerOel 3b rMNA' "° 0719
Exhibit A-2
72756708.2 0040834-00007
EXHIBIT B
l
(J -UB ' PU-SCOMVANES
J•U a CN41Nean0. mC
Fatrvlew Easement Area
BlelnerTrust parcel 3B
An easement situated In the west half of the southwest quarter of the southeast quarter of Section 4,
Township 3 North, Range 1 East, Boise Meridian, Meridian City, Ada County, Idaho, being more
Particularly described as follows:
Commencing at a buss up marking the southwest corner of Sedan 4, Township 3 North, Range 1 East,
Boise Meridian;
Thence S89'46'17"E, 2659.51 feet along the south line of the southwest quarter of Section 4 to a 5/8
Inch rebar marking the south quarter-sectlon corner of Section 4;
Thence N00'09104 -E, 55.26 feet along the east line of the southwest quarter to a 5/8 Inch rebar marking
the southwest comer of Parcel 38 )Record of Survey 8394, records of Ada county, Idaho) on the north
righl-of-way line of East Fairview Avenue, the POINT OF BEGINNING:
Thence continuing NOO'09'04"E, 179.04 feet along the west line of Parcel 38;
Thence 589'50'56"E, 14.50 feet;
Thence 502'08'21"E, 100.07 feet;
Theme 500'09'04"W, 31.92 feet;
Thence 589'50'56"E, 2.00 feet,
Thence 561'42'08"E, 31.80 feet;
Thence S89'59'29E, iGOAO feet,
Thence S86'56'19"E, 225.27 feet;
Thence S00'00'31"W, 20.00 feet to the north right -0f -way Ilne of East Fairview Avenue;
Thence N39'59'29"W, 433.96 feet along the north right-of-way line of East Fairview Avenue to
the POINT OF BEGINNING,
The above-descrlbed easement contains 15,297 square feet, more of less.
Exhibit B-1
72756708.20040834-00007
EXHIBIT B
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✓ �c A 55.26' •n n -,—.n —•n — n
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Exhibit B-2
72756708.2 004083400007
EXIHBIT B
Exhibit B-3
72756708.2 0040834-00007
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72756708.2 0040834-00007
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72756708.2 0040834-00007
EXHIBIT C
omm�
oe.,4N ,�IJ
Bawdary Deacdp8on
of New Paral9a
forMerldlaa Ceotcrcal, LLC ,
Job No, 07707pW
A porwl ofktalsimod inthe eodbalfafda eoplhweetquarerofSectlo4, aw®Np5
Nolte, Range l But, Boiso Meddien, Ade Cowry, Idaho, beW8 mbm pmlkWazIYdmdrlbW
ufollowa:
Cwranew agual,"cap camh1dg1115 eowhwest comrof8tolon 4, Towu7dp 9 North,
Raw I Vioncct2l"44647"8,46595I Poetda4 O cwuth Broofmcwudwwqumtsrtoa518Wth
rtbu maridng thesoulb quarwsrX a comer of8atlon 4;
ThrneeNW°09'04"B, 55,26 fcuelon816tcW Ilan ofmowlAwcrtqueuarto a;M h ch
tebm on the nwIh dghW4ay BmofHast Fairview AJmm, the POINT OF BBOINNINO:
7heneb N89059'29W, 6962011nd alongdw naO dghtwf way IlanofbAfatniew
Avenue;
T11aa N00e0017e6, 475.04 teeC ..
Sheave 281.58limon avenue to the It%having a radlmofSW.W fat, a MOW
angle of32°15'58", o ohonl bearWg ofNl6°O M"W, and aebotd length of277.87
fat;
Thenon 889°59139"8, 71529 feu to Om emIlan vf%owvlhwwtgaerer, ..
71moe SW°09'O4"W, 741.97 fat 01009IM cut be6fthoaoutbweagm*tto the
POMT OP B8OINNJNe
The abovadeacdbed Facet comdus 11A0 arta, am e -or Nee.
BubJeetto any C*U* ceenxma or dghtsofineyoPrteordgrappetent.
Exhibit C-1
K,K,
<9
EXHIBIT C
Legend t
p �.[MFI IMI.N-w/IF.
_—yGW . Nbf CesM '
❑Dv . owf.-t.rw ew � .
i
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o
I
11 f
$ I
7 t
U1.00Aoros
.(
aIAI.Wr.Ni 4 .-_....i.�....
B 9 Y6�'If'11T WR6i' 8
d�
Now Parcel 3a ExhiNt R*Aw eOYMOo
. - V -A. V. "0 C!/f0108
Merldlan Town Center
plE O.YPh gy Otll� 1'Cooper
AtefWNt,n
f. m paam CNaercet LLC o" -960'
BhaetNo. tat
Exhibit C-2
72756708.2 0040834-00007
EXHIBIT D
Covenants, conditions, restrictions and easements contained in the Deed to the State of Idaho,
conveying a portion of the property adjoining. Recorded: July 28, 1955, as Instrument No.
380667
Well Sharing, Water Supply and Easement Agreement and the terms and' conditions thereof:
Between: David E. Kleiner, Trustee of The 2008 Kleiner Family Trust dated
March 4, 2008
And: Eugene M. Kleiner and Michael E. Huter as Co -Trustees of The
Julius M. Kleiner Memorial Park Trust dated April 5, 2007; and
Meridian Centercal, L.L.C.
Recording Information: 108087272
Water Line Easement Agreement and the terms and conditions thereof:
Between: David E. Kleiner, Trustee of The 2008 Kleiner Family Trust dated
March 4, 2008
And: Meridian Centercal, L.L.C.
Recording Information: 108087273
Development Agreement and the terms and conditions thereof:
Between: City of Meridian
And: David E. Kleiner, Trustee of The 2008 Kleiner Family Trust dated
March 4, 2008
Recording Information: 109009630
Easement, including terms and provisions contained therein:
Recording Information: 110106084
In Favor of: Idaho Power Company
For: power lines
Exhibit D
72756709.2 0040834-00007
35
ADA COUNTY RECORDER Christopher D. Rich AMOUNT 112.00 35
BOISE IDAHO 12/28/2012 03:08 PM
DEPUTY Nikola Olson
de Electronic Recording
RECOI IIIIII VIII VIII IIIIII IIIIIIIIIVIII IIIIIIIIIIIIIII VIIIIIIIIIII
RECORDED -REQUEST OF
FIRST AMERICAN TITLE AND ESCRO 112137356
After recording, return to:
ELECTRONICALLY RECORDED • DO NOT
James D. Thornton
REMOVE THE COUNTY STAMPED FIRST
Thornton & Associates, PLC
PAGE AS IT IS NOW INCORPORATED AS
5030 Sadler Place, Suite 204
PART OFTHE ORIGINAL DOCUMCNT.
Glen Allen, VA 23060
EASEMENT AGREEMENT
THIS EASEMENT AGREEMENT is dated as of the L day of
Dk-QVy)W, 2012, by and between KARL KLEINER, as Trustee of KLEINER TRUST
A; KARL KLEINER, as Trustee of KLEINER TRUST B; DAVID KLEINER, as Trustee of
KLEINER TRUST C; DAVID KLEINER, as Trustee of KLEINER TRUST D; KAREN
KLEINER, as Trustee of KLEINER TRUST E; KAREN KLEINER, as Trustee of
KLEINER TRUST F; BRUCE KLEINER, as Trustee of KLEINER TRUST G; BRUCE
KLEINER, as Trustee of KLEINER TRUST H (all of the foregoing to be indexed as grantors
and grantees and to be referred to herein collectively as the "Trusts"), and CARMAX AUTO
SUPERSTORES WEST COAST, INC., a California corporation (to be indexed as a grantor
and a grantee and to be referred to herein as "CarMax").
Recitals
By deed from the Trusts recorded immediately prior hereto, the Trusts conveyed
to CarMax the real property described on Exhibit A attached hereto as a part hereof (the
"CarMax Property," which is sometimes referred to herein as "Parcel 3B").
The Trusts are the owner of the premises adjoining the CarMax Property and
more fully described on Exhibit B attached hereto as a part hereof (the "Trust Property," which
is sometimes referred to herein as "Parcel 3A").
The parties have agreed to certain easements to facilitate the development of the
CarMax Property and the Trust Property.
Agreement
NOW, THEREFORE, for and in consideration of the recitals, which are
incorporated herein as if fully set forth, and for other good and valuable consideration, receipt of
which is hereby acknowledged, the parties agree as follows:
Access Easements.
(a) Reference is hereby made to Exhibit C attached hereto as a part
hereof, which shows an easement area (the "Access Easement Area") lying partly on the
CarMax Property and partly on the Trust Property, and which Access Easement Area is more
35
After recording, return to:
ELECTRONICALLY RECORDED • 00 NOT
James D. Thornton
REMOVE THE COUNTY STAMPED FIRST
Thornton & Associates, PLC
PAGE AS IT IS NOW INCORPORATED AS
PART OF THE ORIGINAL DOCUMENT.
5030 Sadler Place, Suite 204
Glen Allen, VA 23060
EASEMENT AGREEMENT
THIS EASEMENT AGREEMENT is dated as of the L day of
D(�V 2012, by and between KARL KLEINER, as Trustee of KLEINER TRUST
A; KARL KLEINER, as Trustee of KLEINER TRUST B; DAVID KLEINER, as Trustee of
KLEINER TRUST C; DAVID KLEINER, as Trustee of KLEINE, R TRUST D; KAREN
KLEINER, as Trustee of KLEINER TRUST E; KAREN KLEINER, as Trustee of
KLEINER TRUST F; BRUCE KLEINER, as Trustee of KLEINER TRUST G; BRUCE
KLEINER, as Trustee of KLEINER TRUST H (all of the foregoing to be indexed as grantors
and grantees and to be referred to herein collectively as the "Trusts"), and CARMAX AUTO
SUPERSTORES WEST COAST, INC., a California corporation (to be indexed as a grantor
and a grantee and to be referred to herein as "CarMax").
Recitals
By deed from the Trusts recorded immediately prior hereto, the Trusts conveyed
to CarMax the real property described on Exhibit A attached hereto as a part hereof (the
"CarMax Property," which is sometimes referred to herein as "Parcel 311").
The Trusts are the owner of the premises adjoining the CarMax Property and
more fully described on Exhibit B attached hereto as a part hereof (the "Trust Property," which
is sometimes referred to herein as "Parcel 3X').
The parties have agreed to certain easements to facilitate the development of the
CarMax Property and the Trust Property.
Agreement
NOW, THEREFORE, for and in consideration of the recitals, which are
incorporated herein as if fully set forth, and for other good and valuable consideration, receipt of
which is hereby acknowledged, the parties agree as follows:
Access Easements.
(a) Reference is hereby made to Exhibit C attached hereto as a part
hereof, which shows an easement area (the "Access Easement Area") lying partly on the
CarMax Property and partly on the Trust Property, and which Access Easement Area is more
particularly described on Exhibit C-1 attached hereto as a part hereof. Title to the CarMax
Property was conveyed by the Trusts to CarMax subject to the Trusts' reservation of an easement
(the "Reserved Easement") reserved in the deed to CarMax for the construction, use,
maintenance and repair of a roadway and driveway including sidewalk, landscaping, drainage
and other related improvements and fixtures along the western and southern boundaries of the
CarMax Property as depicted and described on Exhibit C-2 attached hereto as a part hereof (the
"Fairview Easement Area") to provide vehicular access to and from East Fairview Avenue and
the Trust Property and the CarMax Property and to connect East Fairview Avenue with Elden
Gray Way, and the parties hereby agree that the use and enjoyment of the Reserved Easement
shall be subject to all of the terms and conditions of this Agreement.
(b) The Trusts, as owner of the Trust Property, hereby grant and
convey unto CarMax, as owner of the CarMax Property, and its successors, assigns, tenants, and
invitees, free of any monetary encumbrances that are not subordinate to this Agreement and any
restrictions that would impair any of the uses for which the grants herein are made (such types of
conveyance being hereinafter characterized as being given "with special warranty of title"), a
perpetual, non-exclusive easement for ingress and egress and transit over all roadways,
driveways and entranceways now existing or hereafter constructed on and in the portion of the
Access Easement Area located within the Trust Property, together with (i) the right and
easement, subject to the provisions set forth below, to maintain the Driveway Improvements, as
hereinafter defined, within the Access Easement Area, and (ii) the temporary right and easement
to construct the Driveway Improvements, such right and easement to expire after the
construction of the Driveway Improvements under Sections 2(a) and 2(b) below.
(c) Each party agrees with the other that to the extent any of the
easements reserved, granted and to be granted pursuant to the terms of this Agreement are
required to be dedicated by any governmental authority to enable the same to be improved and
used for their intended purposes, such party will make such dedications as are directed by such
authority.
(d) CarMax, as owner of the CarMax Property, hereby acknowledges
the Reserved Easement and agrees that the CarMax Property is subject to the Reserved
Easement, subject to the terms and conditions of this Agreement. CarMax further grants and
conveys unto the Trusts, as owner of the Trust Property, and their respective successors, assigns,
tenants, and invitees, with special warranty of title, a perpetual, non-exclusive easement for
ingress and egress and transit over all roadways, driveways and entranceways now existing or
hereafter constructed on and in the portion of the Access Easement Area located within the
CarMax Property, together with (i) the right and easement, subject to the provisions set forth
below, to maintain the Driveway Improvements, as hereinafter defined, within the Access
Easement Area, (ii) the temporary right and easement to construct the Driveway Improvements,
such right and easement to expire after the construction of the Driveway Improvements under
Sections 2(a) and 2(b) below, (iii) the temporary right and easement to construct and/or alter the
Driveway Improvements, such right and easement to expire after the construction and/or
alteration of the Driveway Improvements under Section 2(c), and (iv) the right and easement to
connect driveways and accessways to the Driveway Improvements from time to time.
Construction and alteration of the Driveway Improvements shall be subject to the provisions of
Section 2 below.
(e) Notwithstanding the foregoing, neither CarMax nor the Trusts
shall use the Driveway Improvements for construction access during the construction of
improvements on the CarMax Property or the Trust Property.
2. Construction of Driveway Improvements.
(a) CarMax shall construct within the Access Easement Area access
drives and associated curbing, gutter, drainage, landscaping (to the extent required by
governmental authorities), and directional signage (collectively, "Driveway Improvements") in
accordance with the plans and specifications (collectively, "Road Plans") more particularly
identified on Exhibit D attached hereto as a part hereof, which Road Plans have been approved
by the Trusts. Any roadway, driveway, curb, gutter, and sidewalk, landscaping, drainage, and
other related improvements and fixtures installed within the Fairview Easement Area are also
part of the definition of Driveway Improvements for the purposes of this Agreement, provided
that CarMax shall only construct and contribute to the cost of the Driveway Improvements
shown in the Road Plans. Any changes to the Road Plans that affect Parcel 3A shall be subject
to the approval of the Trusts, such approval not to be unreasonably withheld provided that such
changes are consistent with the specifications agreed to by the parties in that certain Purchase
and Sale Agreement among the parties dated January 13, 2012 (the "Purchase Agreement"),
CarMax agrees to complete the construction of the Driveway Improvements on or before the date
that is three (3) years after the date hereof, In the event CarMax obtains approval for the
improvement of the Fairview Easement Area to facilitate vehicular access to and from East
Fairview Avenue, CarMax shall complete those Driveway Improvements that lie within the
Fairview Easement Area (to the extent and in the dimensions determined by the governmental
agency that approves such improvements) on or before the date that is two (2) years after the
date of said approval. The parties agree that CarMax has no obligation to pursue approval for the
improvement of the Fairview Easement Area.
(b) If CarMax has not commenced construction of the Driveway
Improvements by April 1, 2013, the Trusts may give notice to CarMax that the Trusts intend to
assume the responsibility to construct the Driveway Improvements. CarMax shall have fifteen
(15) days from when such notice is deemed effective under Section 8 below to notify the Trusts
that CarMax will commence the construction of the Driveway Improvements within thirty (30)
days after CarMax's notice. If CarMax fails to give such notice within said fifteen (15) day
period or, having given such notice, fails to commence such work within the thirty (30) day
period, the Trusts may provide notice to CarMax that the Trusts have assumed the responsibility
for such work, in which case the Trusts shall commence such work as soon as reasonably
possible after obtaining the required permits for such work, and shall use commercially
reasonable efforts to complete such Infrastructure Work within six (6) Construction Months
(which, for the purposes of this Agreement shall mean the calendar months of April through
October) from commencement, but shall in any event complete such Driveway Improvements
within nine (9) Construction Months from commencement. CarMax shall reasonably cooperate
with the Trusts in providing copies of CarMax's plans and permits for such work.
(c) In addition to the rights of the Trusts under Section 2(b), and
regardless of whether the Trusts or CarMax constructs the Driveway Improvements, the Trusts
may at the time Parcel 3A is developed, construct any Driveway Improvements within the
Access Easement Area and Fairview Easement Area that have not been previously completed
(which may include the connection to the public right of way if the Trusts can obtain approval
for such connection). Portions of the Driveway Improvements within the Fairview Easement
Area will be required by governmental entities as a condition to such governmental entities'
approval of an access entrance or exit connecting Parcel 3A or 3B, or both, to East Fairview
Avenue ("Required Driveway Improvements"). Any portion of the driveway shown on
Exhibit C-2 between Parcel 3A and 3B which is not subject to governmental approval and is not
required by the applicable governmental authorities shall nevertheless be included in the
definition of Required Driveway Improvements in the areas shown and described on Exhibit C-2
through the line on Parcel 3B marked "Back of Proposed Curb" (the "Proposed Curb Line').
CarMax shall dedicate land in fee simple to applicable governmental authorities (such
dedications, "Fee Dedications") or dedicate or grant easement area to the applicable
governmental authorities (such dedications or grants, "Easement Dedications") for Required
Driveway Improvements at and outside of the Proposed Curb Line, and shall make Easement
Dedications within the Fairview Easement Area. At the written request of Trusts, CarMax shall
also make (i) additional Fee Dedications inside of the Proposed Curb Line (but within the
Fairview Easement Area) for Required Driveway Improvements ("Additional Fee
Dedications') unless CarMax reasonably determines that the construction contemplated within
the area subject to the Additional Fee Dedications would reduce the remaining available setback
or landscape buffer below the minimum which is required by the applicable governmental
authorities for Parcel 3B or will cause the CarMax site to become a non -conforming use under
applicable regulations or zoning ordinances (such determination, a "Zoning Violation
Determination"); and (ii) additional Easement Dedications for required Driveway
Improvements outside of the Fairview Easement Area and south of the Landscape Buffer Offset
Line (hereinafter defined), provided such additional Easement Dedications (aa) are for
improvements permitted to be placed in landscape buffers by the City of Meridian and (bb) are
for improvements that cannot reasonably be placed within the Fairview Easement Area or are
required by applicable governmental authorities to be placed outside of the Fairview Easement
Area. In the event of a Zoning Violation Determination, CarMax agrees to cooperate, at Seller's
sole cost and expense (including the cost of any engineering or legal review by CarMax), with an
application by Seller to the applicable governmental authorities to obtain a ruling that the
proposed Additional Fee Dedication will not cause a violation of applicable zoning or land use
regulations or result in Parcel 3B being a non -conforming use, or with an application by Seller
for a variance to bring the site into compliance with landscape buffer or other rules to allow for
construction of the Required Driveway Improvements. Except for (A) improvements permitted
to be placed in landscape buffers by the City of Meridian, and (B) improvements that do not
interfere with Fee Dedications or Easement Dedications that CarMax has agreed to make
hereunder, CarMax agrees not to construct improvements on Parcel 3B south of the line labeled
on Exhibit C-2 as "35' Landscape Buffer Line" ("Landscape Buffer Offset Line"), which
Landscape Buffer Offset Line is parallel to and thirty five (35) feet north of the Proposed Curb
Line. The Trusts shall use commercially reasonable efforts to cause any connection between the
Connector Road and East Fairview Avenue to be located substantially in the location shown on
Exhibit C-2. However, if the Trusts are unable despite commercially reasonable efforts to obtain
such approval in such location, the Trusts may, without affecting or impairing their easement in
the Fairview Easement Area or other rights under this Agreement or under the Reserved
Easement, move the location of the access entrance and exit to and from East Fairview Avenue
to the west of the location shown on Exhibit C-2, and may then also connect a driveway to such
entrance in a location other than as shown on Exhibit C-2. The Trusts may increase the width of
the Driveway Improvements beyond what is agreed to herein (with the land required for such
additional width provided by the Trusts), may increase the length of the Driveway
Improvements, and may reduce the length of the Driveway Improvements provided that a
reduction is permitted only if (A) the removal of any portion of the Driveway Improvements
does not result in the loss of any access drive connection from the CarMax Property to the
Driveway Improvements, and does not result in the loss of any connection between the Driveway
Improvements and any public road to which the Driveway Improvements connect, and (B) the
Trusts pay CarMax $75.00 per lineal foot for any portion of the Driveway Improvements
removed.
(d) Costs for the construction of the Driveway Improvements shall be
divided between the parties in the manner set forth in the Purchase Agreement, reference to
which is hereby made.
(e) The construction of the Driveway Improvements (as the same may
be modified pursuant to this Section 2) shall be performed in a good and workmanlike manner,
lien -free, and in accordance with all laws, ordinances, statutes, and regulations applicable
thereto. The portions of the Driveway Improvements included in the Road Plans shall be
constructed in accordance with the Road Plans (as the same may be revised pursuant to the
provisions above). When work is performed by either party on the land of the other party, the
parties shall cooperate and shall cause their respective engineers and consultants to cooperate to
coordinate the performance of such work with any other work being performed on such land, to
minimize the interference between the parties and their respective contractors.
Maintenance of Driveway Improvements.
(a) CarMax shall maintain the Driveway Improvements at CarMax's
expense until the Trusts Commence Development of Parcel 3A (as defined below) to a standard
in keeping with the maintenance of access drives in first class retail developments in the Boise,
Idaho metropolitan area. After Trusts Commence Development of Parcel 3A, CarMax shall
maintain the Driveway Improvements, and the Trusts shall reimburse CarMax for one half of the
commercially reasonable cost of such maintenance within fifteen (15) days after CarMax's
invoice therefor, and CarMax shall provide reasonable documentation for such cost upon the
Trusts' request. If CarMax fails to maintain the Driveway Improvements to the standards and
cost required hereunder, and (A) such failure continues beyond the Response Period, as defined
below (or if such failure cannot reasonably be cured in the Response Period, if CarMax fails to
commence such cure within the Response Period and diligently pursue such cure to completion
within sixty (60) days of commencement; provided that if the cure of such failure will involve
the repair of paving, CarMax shall have not less than two Construction Months, as defined
above, to complete such repair), the Trusts shall have the right to perform such maintenance and
to recover from CarMax one half the cost of such maintenance within fifteen (15) days after
Trust's invoice therefor, and Trusts shall provide reasonable documentation of such cost upon
CarMax's request. In addition, either party at its own expense shall have the right to perform
repairs and maintenance on the Driveway Improvements after notice to the other party, but
without waiting for any Response Time to run. Either party at any time and for any reason shall
5.
have the right to require that the maintenance of the Driveway Improvements be assumed by a
professional maintenance company, in which event the parties shall jointly agree on a reputable
professional maintenance company within the Boise, Idaho metropolitan area, such company to
be engaged at the joint expense of the parties. With respect to the clearing of snow and ice after
inclement weather and with respect to maintenance or repair that is required to avoid an
imminent threat of property damage or personal injury, "Response Time" shall mean as soon as
reasonably practical, but in any event within two (2) business days. With respect to other
maintenance and repairs, "Response Time" shall mean ten (10) days.
(b) Notwithstanding the foregoing, in the event the Driveway
Improvements are damaged through the negligence of either party or its tenants, employees,
agents, contractors, invitees, licensees, and customers, then such party shall repair such damage
at such party's sole cost and expense.
(c) The Trusts "Commence Development of Parcel 3A" when the
Trusts begins to develop Parcel 3A, as evidenced by (A) the issuance of a building permit,
erosion control permit, earth disturbance permit, road construction permit, or similar permit by
the applicable governmental authority, and (B) the mobilization of workers and equipment to
begin such permitted work. Notwithstanding the foregoing, the Trusts shall not be deemed to
have Commenced Development of Parcel 3A by reason of any work done to accommodate the
farming or other agricultural use of the property, including the construction of a farm residence
or other farm buildings or structures, or the installation of irrigation lines or drainage facilities,
pursuant to existing water rights agreements or for farming or other use of Parcel 3A, or in
connection with any road construction undertaken by Meridian CenterCal Properties.
4. Grant of Utility and Storm Water Easements.
(a) The Trusts, as owner of the Trust Property, hereby grant and
convey unto CarMax, as owner of the CarMax Property, and'its successors, assigns, and tenants,
with special warranty of title (as previously defined), and CarMax, as owner of the CarMax
Property, hereby grants and conveys unto Trusts, as owner of the Trust Property, and their
successors, assigns, and tenants, with special warranty of title (as previously defined), (i) a
temporary (within the time frames set forth in this Agreement, but which time frames shall not
be applicable to the rights set forth in Section 6 hereof), non-exclusive easement for the
construction and installation) of, and (ii) a perpetual, non-exclusive easement for the use,
operation, maintenance, replacement, and repair of.
(i) Water and sanitary sewer lines and appurtenances in the location described
on Exhibit E -I attached hereto as a part hereof.
(ii) Electrical, telephone and gas lines and appurtenances in the location
described on Exhibit E-2 attached hereto as a part hereof.
The facilities contemplated by subsections (i) and (ii) above shall be referred to herein
collectively as the "Utility Facilities (which term includes utility lines that are shown on the
attached exhibits but will be located within a public right of way)," and the easements granted
under this Section 4(a) shall each be referred to herein as a "Utility Easement," and shall be
referred to herein collectively as the "Utility Easements."
5. Construction of Utility Lines.
(a) CarMax shall construct the Utility Facilities in accordance with the
plans and specifications more particularly identified on Exhibit F attached hereto as a part hereof
(the "Utility Plans"), which Utility Plans have been approved by the Trusts, Any changes to the
Utility Plans that affect Parcel 3A shall be subject to the approval of the Trusts, such approval
not to be unreasonably withheld provided that such changes are consistent with the requirements
of the Purchase Agreement. CarMax agrees to complete the construction of the Utility Facilities
on or before the date that is three (3) years after the date hereof; provided, however, that CarMax
shall complete those Utility Facilities located within the right of way of North Venture Street or
Elden Gray Way on or before the date that is two (2) years after the date hereof.
(b) If CarMax has not commenced construction of the Utility Facilities
by April 1, 2013, the Trusts may give notice to CarMax that the Trusts intend to assume the
responsibility to construct the Utility Facilities. CarMax shall have fifteen (15) days from when
such notice is deemed effective under Section 8 below to notify the Trusts that CarMax will
commence the construction of the Utility Facilities within thirty (30) days of CarMax's notice. If
CarMax fails to give such notice within said fifteen (15) day period or having given such notice
fails to commence such work within the thirty (30) day period, the Trusts may provide notice to
CarMax that the Trusts have assumed the responsibility for such work, in which case Trusts shall
commence such work as soon as reasonably possible after obtaining the required permits for
such work, and shall use commercially reasonable efforts to complete such Infrastructure Work
within six (6) Construction Months from commencement, but shall in any event complete such
Utility Facilities within nine (9) Construction Months from commencement. CarMax shall
reasonably cooperate with the Trusts in providing copies of CarMax's plans and permits for such
work. CarMax hereby grants and conveys unto the Trusts, as owner of the Trust Property, and
its successors, assigns, tenants, and invitees, with special warranty of title, a temporary, non-
exclusive easement for the construction of the Utility Facilities, to be exercised in the event the
Trusts exercise their right hereunder to construct the Utility Facilities. Such easement shall
expire upon completion of the construction of the Utility Facilities. All construction of Utility
Facilities shall be performed in a good and workmanlike manner, lien free, and in accordance
with the Utility Plans and all applicable laws, regulations, and ordinances.
6. Relocation of Utility Easements. Trusts and CarMax may each relocate
part or all of the Utility Facilities on its respective property to a different location within such
property, provided that (i) such relocation shall be performed at the relocating party's sole cost
and expense, (ii) the relocated Utility Easement shall be improved with Utility Facilities of the
same or better quality and capacity as the Utility Facilities then existing, (iii) any relocation shall
be performed in a manner that minimizes, to the extent reasonably practical, any interruption of
utility service to the property of the other party, and (iv) the relocating party shall grant to the
other party a Utility Easement in such new location containing the same terms and conditions as
the Easement Agreement. Upon such relocation, the parties agree to release their easement
rights in and to the Utility Easement, or portion thereof, that is relocated. Trusts and CarMax
may each install additional utility stubs or connecting lines, or relocate existing utility stubs or
connecting lines, to serve its own property and which connect to the main sewer, water, or other
utility line which runs under the area occupied by the Driveway Improvements, provided that
such relocation or installation shall be performed at the relocating or installing owner's sole cost
and expense and shall be performed in a manner that minimizes, to the extent reasonably
practical, any interruption of service to the property of the other party.
Indemnity and Insurance.
(a) CarMax and the Trusts and their respective successors and assigns,
and such persons' employees, agents, tenants, contractors, invitees and licensees, assume all
risks of property damage and personal injury that result or arise from such persons' entries upon
and use of the property of the other party hereto pursuant to this Agreement.
(b) CarMax, and the Trusts, and their respective successors and
assigns, hereby indemnify, defend, and hold harmless the other from any cost, claim, damages,
or liability, including but not limited to mechanics' liens and tort liability, and court costs and
reasonable attorneys' fees, arising from the exercise by the indemnifying owner or its employees,
agents, contractors, tenants, invitees, or licensees of the easement rights granted or created by
this Agreement.
(c) From and after the time the Trusts Commence Development of
Parcel 3A or CarMax begins to develop the CarMax Property, the party commencing such
development shall maintain commercial general liability insurance or its equivalent, and owned
and non -owned automobile liability insurance, covering its or their activities and such party's
liability for those of its or their employees and invitees on the Driveway Improvements with
coverage limits of not less than $2,000,000. In addition, if the insurance maintained by either
party does not cover liability for the actions of such party's contractors, or does not cover liability
for the actions of such party's tenants, then such party shall cause such party's uncovered
contractors or tenants to maintain commercial general liability insurance or its equivalent, and
owned and non -owned automobile liability insurance, covering their respective activities, on the
Driveway Improvements, with coverage limits of not less than $2,000,000.
8. Notices. All notices required or permitted hereunder shall be sent (i) by
certified mail, return receipt requested, or by Federal Express or other comparable overnight
delivery service with delivery signature required, to the address provided below, and (ii) by
email to the Trusts whose email address is listed below and by facsimile to CarMax, each to the
respective email addresses or facsimile numbers so identified, provided that where any person
succeeds to the rights of one of the parties hereto, notice by email or facsimile to such successor
shall be required only if such successor shall have consented in writing to notice by that method
and shall have furnished notice of such successor's email address or facsimile number pursuant
to this Section. Each person listed below may provide notice of a new address and/or email
address or facsimile number to the persons listed below or their successors, which shall then be
used for all subsequent notices in lieu of the addresses or number which they replace. The initial
addresses and facsimile number for the parties hereto are as follows:
AS TO THE TRUSTS:
David Kleiner
3841 Carr Place N.
Seattle, Washington 98103
Email: davidkieineT00@gmail.com
Karl Kleiner
P. O. Box 52825
Bellevue, Washington 98015
Karen Kleiner
9829 NE 25th Street
Bellevue, Washington 98004
Bruce Kleiner
2 Washington Square Village, Apt 15CEG
New York, New York 10012
Email: bkleiner@courant.nyu.edu
AS TO CARMAX:
CARMAX AUTO SUPERSTORES, INC.
12800 Tuckahoe Creek Parkway
Richmond, VA 23238
Attention: Vice President, Real Estate
Facsimile: 804-935-4547
In the event either party hereto conveys its interest in its property and fails to notify the other
party of such conveyance, notice given in accordance with the provisions of this Section to the
address of the new owner of such property as set forth in the real estate tax records of the
jurisdiction in which such property is located shall be deemed sufficient notice under this
Section. Any notice shall be deemed effective when both any required electronic mail or
facsimile transmission is sent and the certified mail or overnight delivery is delivered or is
refused or is returned as undeliverable.
9. Limitation of Liability. Any other provision of this Agreement to the
contrary notwithstanding, no party to this Agreement shall be liable to any other party for such
other party's punitive or consequential damages, but the indemnities in this Agreement shall
encompass any punitive or consequential damages of any third party for which the indemnified
party is liable to the extent the same are caused.by any matter indemnified against. CarMax, for
itself and its successors and assigns, acknowledges and agrees that the persons executing this
Agreement on behalf of any of the Trusts do so solely in their capacity as a trustee and not
individually and that such persons shall have no personal liability hereunder.
10. Estoppel Certificate. CarMax and the Trusts shall, at any time and from
time to time, within ten (10) business days after written request by the other party, execute,
acknowledge and deliver to the requesting party a statement in writing certifying all factual
matters related to this Agreement reasonably requested by the requesting party or any current or
prospective transferee, purchaser of the requesting party or any current or prospective lender to
the requesting party or its transferee, including without limitation the nature of known claims
related to the easements, if any. Any statement delivered (or to be delivered) pursuant to this
paragraph shall be given to the current actual knowledge of the person signing the same without
any requirements for independent investigations or reviews, and may be relied upon by any
current or prospective transferee, purchaser of the requesting party, tenant of the requesting
party, or lender to the requesting party or its transferee.
11. Binding Effect. This Agreement is specifically enforceable. The benefits
and burdens of this Agreement, including, without limitation, all of the assumptions of risk,
indemnities and rights to and limitations upon damages, shall run with the CarMax Property and
the Trust Property and shall be binding and shall benefit the successors, assigns, and tenants, of
CarMax and the Trusts. No person or entity shall have any liability under this Agreement for
any acts or omissions of any other person or entity that arises after such former person or entity
has conveyed all of its interests in its property to an unrelated third party.
12. Entire A reement. Except for the Purchase Agreement, this Agreement
supersedes all former oral and written agreements that specifically relate to the subject matter
hereof and shall constitute the entire agreement of the parties hereto with respect to such matters.
To the extent of any inconsistency between the express provisions of the Purchase Agreement
and those in this Agreement, the latter shall be controlling. This Agreement may be amended
only by a written instrument recorded in the land records of thejurisdiction in which the CarMax
Property and the Trust Property are located, and executed by CarMax and by the Trusts, or their
respective successors or assigns. Any such amendment shall not, however, require the signature
of any tenant of the CarMax Property or the Trust Property, absent a recorded document
assigning the right to amend this Agreement to any such tenant.
13. Applicable Law; Construction, This Agreement shall be construed,
interpreted and applied in accordance with the laws of the State in which the CarMax Property
and the Trust Property are located. Singular shall denote the plural as well as the singular, and
vice versa, and the masculine shall include the feminine and the neuter and vice versa except as
the context may otherwise require. The headings herein contained are solely for convenience of
reference and shall not constitute a part of this Agreement or affect its meaning, construction or
intent.
14. Counterparts. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute a single instrument.
IN WITNESS HEREOF, the Seller and Purchaser have executed this Agreement
as of the date and year first written above:
10
12. Entire Agreement. 'Except for the Purchase Agreement, this Agreement
supersedes all former oral and written agreements that specifically relate to the subject matter
hereof and shall constitute the entire agreement of the parties hereto with respect to such matters.
To the extent of any inconsistency between the express provisions of the Purchase Agreement
and those in this Agreement, the latter shall be controlling. This Agreement may be amended
only by a written instrument recorded in the land records of the jurisdiction in which the CarMax
Property and the Trust Property are located, and executed by CarMax and by the Trusts, or their
respective successors or assigns. Any such amendment shall not, however, require the signature
of any tenant of the CarMax Property or the Trust Property, absent a recorded document
assigning the right to amend this Agreement to any such tenant.
13. Applicable Law
Construction. This Agreement shall be construed,
interpreted and applied in accordance with the laws of the State in which the CarMax Property
and the Trust Property are located. Singular shall denote the plural as well as the singular, and
vice versa, and the masculine shall include the feminine and the neuter and vice versa except as
the context may otherwise require. The headings herein contained. are solely for convenience of
reference and shall not constitute a part of this Agreement or affect its meaning, construction or
intent.
14. Counterparts. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute a single instrument.
IN WITNESS HEREOF, the Seller and Purchaser have executed this Agreement
as of the date and year first written above:
KLEINER TRUST A
Karl Kleiner, Trustee
State of Washington )
as n
County of King
1
70'
cl�/ta notarypublic, do hereby certify that on thisr r9ay of
12, personally appeared before me lCtnA� �l�r dr 4-f—, who, being
by me first duly sworn, declared that he/she is the Trustee of Kleiner Trust A, that he/she signed
ikrA.1fnrevniili'document as Trustee of the Trust, and that the statements therein contained are
true.
otar Pu c _, otnay qFa!
My Commission expires: A ZI i
�i T ��4nn,+aa•. �
10OF
KLEINER TRUST B
Karl Kleiner, Trustee
State of Washington )
)as
County of King f )
1 / lae Jr, di a notary public, do hereby certify that on this / I�y of
rri 2012, personally appeared before me Ot* O.It ,r• who, being
me fust duly swom, declared that he/she is the Trustee of Kleiner Trust B, that he/she signed
the foregoing do ent a Trustee f the Trust, and that the statements therein contained are
true. FtOCk(yh,
Notary Pub is _otAay qms%
My Commission expires: / G / `o - • "s z
%U
KLEINER TRUST C 6-101h`�O
F OF \14
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David Kleiner, Trustee
State of Washington )
) ss
County of;C44eA-
n�C�e.{QQQQ) •yy
1Q a notary public, do hereby certify atop this2 '*day of
y , 2012, personally appeared before --
by
n (� '^ Y� C •who, being
by me first duly sworn, declared that he/she is the Trustee of Kleiner Trust C, that helshe signed
the,fo—ft1goin oc nt as Trust" of the Trust, and that the statements therein contained are
e.
No ryPub is
My Commission expires:
FOF WN
]1
KLEINER TRUST D
Ey: /,-> 'e—
David Kleiner, Trustee
State of Washington )
) ss
County of King C� )
�(m c,. �/ to notary public, do herebyc 'fy that n thisZ� qday of
I, I who being
�( , f) 2012, personally appeared before me ri t r g
--`—~
by me first duly sworn, declared that he/she is the Trustee of Kleiner Trust D, that helshe Signe
o going do c ent as Trustee of the Trust, and that the statements therein contained are
true.
fRt7CKli'
Q _ yy�oN EXp�Aq:i
otary ublic J� s =a ornar
My Commission expires: Q =o = .
KLEMER TRUST E
Karen Kleiner, Trustee
State of Washington )
) ss
County of King )
11 ./(/ � day of
1 �� G notary public, do hereby certify that on this
l,tl Y
2012, personally appeared before me u who, being
that he/she is the Trustee of
eirler Trust E,
the fgreg mg do13 me —fivrst dutysY�+m:nt a`sTrust" f the Trust, and that the s atments the ein contained arat he/she e signed
expires:
12
KLEINER TRUST F
IC 1
Karen Kleiner, Trustee
State of Washington
ss
County of King
I D�I „ 1 W a notary public, do hereby ertify that n is Z I 'day of
�� w ti K 2012, personally appeared before me iH , who, being
b me Fust duly sworn, declared that he/she is the Trustee of Ki iner Trust ``that h nheeds',age ed
, e fo ,agoing d ent as Trustee of the Trust, and that the statements therein "tAi .
jI
�e•�Il
' O-$ SARy Fir
Notary Pu lic
Q O 2
/.
My Commission expires: fjal' � � auev
KLEINER TRUST G �i r r�yrF,o F N
By:
Bruce Kleiner, Trustee
State of New York )
County of )
I a notaryXstecof
y certify that on this — day of
2012, personally ae who, being
by me first duly sworn, declared that he/she leiner Trust G, that he/she signed
the foregoing document as Trustee of the Tratements therein contained are
true.
Notary Public
My Commission expires:
KLEINER TRUST H
13
KLMNER TRUST F
State of Washington )
ss
County of King )
we 04 1f. ELu w 4(anotarypublic
2012, persona3lY aPPe
b me first duly swom, declared that he/she is th
Citi foi egoing d ent as Trustee of the Tru and
nue.
Rotary Public
My Commission expires: I9 1 /t
C,
State of New York
SB
County of V' )
Karen Kleiner, Trustee
hereby rtify that a 's Z day of
efore me iN , who, being
rustee of KlIbiner Trust F, that he/she signed
that the statements therein ,%Wned are
r ROCk;�
S=� OZARY u
Q'0 i
O %v Jac'
PUB\'
KLEINER TRUST G �i� sT''m„6"`„�,'•
gh'9pF ��, N,•.
9
Bruce Kleiner, Trustee
I, M1- V`1 a notary public, do hereby certify on this 7 day of
6 r 012, personally appeared before me Vy, who, being
by me first duly sworn, declared that he/she is the Trustee of Kleiner Trust G, that he/she signed
the foregoing document as Trustee of the Trust, and that the statements therein contained are
true.
Notary Pu li 1
My Commission expires:
RONALD V. UY , ` `� ER TRUST Ii
NOTARY PUBLIC -STATE OF NEW YORK 0 Q'� Al<•y • • l
Qualifiedin Queens 4Coun1Y <•I'D tliYicrl,�n"•, ' �_
• oulL ,-tri;
My Commission Expires January 17, 2010
�••li'I ri6�A13•,
o� F ,`
By: 1y, u
r -
Bruce Kleiner, Trustee
State of New York
ss
County
of )
I, a notary public, do hereby certify that on this lepday of
2012, personally appeared before me VVIR VIQI% who, being
by me first duly swom, declared that he/she is the Trustee of Kleiner Trust H, that he/she signed
the foregoing document as Trustee of the Trust, and that the statements therein contained are
true.
Notary Pu lic OL ��
Ivly Commissi pires:
14
RONALD V UY
NOTARY PUBLIC -STATE OF NEW��Okk,,is
No. 01UY6254143
Qualified In Queens County' I r 1 ,
My Commission Expires January 17, 2016
CARMAX AUTO SUPERSTORES WEST
COAST, INC., a California corporation
Ey:
Name: K. Dougs Moyers
Title: Vice President, Real Estate
STATE OF VIRGINIA
COUNTY OF GOOCHLAND
I, L ` i e a notary public, do hereby certify that on this o� day of
012, personally appeared before me K. Douglass Moyers, who, being by me
fust duly swom, declared that be is the Vice President, Real Estate of CarMax Auto Superstores
West oast, Inc., that he signed the foregoing document as Vice President, Real Estate of the
Co o 7tio, rthathe statements therein contained are true."
nun,,,
Ot 1C •`� •'•NOT'�`ri•'
My Commission expires: 3 i ')�0! (n
Registration No. ,3(110sS
15
Ll •.. ��.
Q ;' PUBLIC •: N
�• REG. #341055
MYCOMMISSION
• EXPIRES i
EXHIBIT A
PARCEL 3B DESCRIPTION
16
LANs
PLANNING
6
LAxoscwvE
pG<NITGC:VRC
a
LANG
SURVEY
Waffinow
D E S IN I- I
Boundary Description
of New Parcel 3b
for Meridian Centercal, LLC
Job No. 6077070.00
A parcel of land situated in tho'west half of the southwest quarter of the southeast quarter of
Section 4, Township 3 North, Range 1 East, Boise Meridian, Ada County, Idaho, being more
particularly described as follows:
ing the southwest corner. of Section 4, Township 3 North,
Commencing at a brass cap mark
Range 1 East, Boise Meridian;
Thence S89046' 17"E, 2659.51 feet along the south line of the southwest quarter to a 518 inch
rebar marking the south quarter -section comer of Section 4;
Thence S89°46'39" L+, 664.61 feet along the south line of the southeast quarter;
Thence N00°13'21"E, 57.74 feet to a 5/8 inch rebar m'ark'ing the southwest comer of Venture
Subdivision, Book 27 of Plats at pages 1704 & 1705, on the north right-of-way line of East
Fairview Avenue, the POINT OF BEGINNING:
Thence N00004'25"E, 741.97 feet along the west line of Venture Subdivision;
Thence N89059'29"W., 663.68 feet to the west line of the west half ofthe southwest
quarter of the southeast quarter;
Thence SOO°09'04"W, 541.97 feet along the west line of the west half of the
southwest quarter of the southeast.quarter to a 5/8 inch rebar on the north right-of-
way line of East Fairview Avenue;
Thence Sg9°59'29"E, 664.68 feet along the north right-of-way tine of East Fairview
Avenue to the POINT OF BEGINNING.
PH 2001246.8300
F% 2001246.6320 j
nww.wrOdeslOn.cdm
ri},mvde41gR.6dM
6 above-described parcel contains 11.31 acres, more or less.
bject to any existing easements or rights-of-way of record or apparent.
H
Legend
C� -Moder-$edten Corner
O - Properly Cana
X
514 _
8 j 569'46'I7'E 2659.51'
New Parcel 3b
11.31 Acres t
n
N Y�
- 7
Palm of 0,
HOO'!3'21'd
F.W.W
- 9uvn0ay the
Project No.
6077070.00
07)16108
- -p- --
- EvtvlMg PILI-oh1YnY We
Date:
By
- 6eclion MrrrN
C� -Moder-$edten Corner
O - Properly Cana
X
514 _
8 j 569'46'I7'E 2659.51'
New Parcel 3b
11.31 Acres t
n
N Y�
- 7
Palm of 0,
HOO'!3'21'd
F.W.W
New Parcel 3b Exhibit
Project No.
6077070.00
07)16108
Meridian Town Center
Date:
By
P.Cooper.
IMF VW(V Gm3 Dr+m EaAID 63610
Meridian Centerca4 LLC
Scale!
Td 2002468300 Pow 2002409920
,,,..�•r,�.a•
c6vaMerimenkf6ho
Sheet No.
t Of
EXHIBIT B
PARCEL 3A DESRIPTION
17
LANs
ruxmxc
FW
l.G
AaMcNITECTTGCTVnc
tnxc
SVPY6Y
Dole. In
63616
PH 2661246.8360
FX 2001246.8320
wwwrwrgdeetgn.com
ww mgdeslg0.com
WHEENE
U E S I a N I N C.
Boundary Description
of New Parcel 3a
for Meridian Centercal, LLC
Job No. 6077070600
A parcel of land situated in the east half of the southwest quarter of Sectiou 4, Township 3
North, Range 1 East, Boise Meridian, Ada County, Idaho, being more particularly described
as follows:
Commencing at a brass cap marking the southwest comer of Section 4, Township 3 North,
Range I Enst, Boise Meridian;
Thdnce S89°46'1 TT, 2659.5I feet along the south he of the southwest quarter to a 5/8 inch
rebnr marking the south quattef-section comer of Section 4;
Thence N00009'04'B, 55.26 feet along the east line of the southwest quarter to a 5/8 inch
rebar on the north right-of-way line of East Fairview Avenue, the POINT OF BEGINNING:
Thence N$9°59'29"W, 636.20 feet along the north right -d -way line of East Fairview
Avenue;
Thence N00°00'37"E, 475.04 feet;
Thence 281.58 feet on a curve to the left, having a radius of 500.00 feet, a central
angle of 32115'58", a chord bearing of N16°07'22"W, and a chord length of 277.87
feet;
Thence S89°59'29"E, 715.23 feet to the east line of the southwest quarter;
Thence S00°09'04"W, 741.97 feet along the east line of the southwest quarter to the
POINT OF BEGINNING.
The above-described parcel contains 11.00 acres, more or less.
Subject to any existing easements or rights-of-way of record or apparent.
Legend
��� - Boundary Lina
- $9eliee Ione
^� +- E+ietFg Right-of-Wdy Lina i
Cha - Wm1,-SeCV" conn,
p - Flaparly Ceme+
i
6rieTeLk
Bella RwdNd Lm 5 NI6'0>xxR9 md27 In in
CI '15' i
1
1
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9
t-
265-9-.
.x3'f°r��P`'Nl 3aqEg,1s ta��nM0-�V \1 50.26'
6 x0'4--� ---Eml falMaw ArenW ""•
-_- S89'46'17"E 2659.51' 9
®
New Parcel 3a Exhibit
Date•C1 No
I a
Meridian Town Center
sy:
o < e
IMEYWrnoeAWA EDA1003010
Meridian Centercel,LLC
Sheet
Sheet No.
T� 2ae21smo0 Fax 2002488.920
Tet 206.4SA300 awx xvnacrt.exrem
CRY pl Merwm W"
6077070.00
07/16/09
p.cooper
1+ ^ 350'
toff
EXHIBIT C
DRAWING OF CONNECTOR ROAD EASEMENT
18
Situated in a portion of the South 1/2 of Section 4,
Township 3 North, Range 1 East, B.M.,
City of Meridian, Ada County, Idaho
2012
Parcel 3A
Parcel No. S1104347003
I �
14.5'—
ROB
4.5'—POB —
569'46'17"E 2859.51'
14.50'
SW CORNER AL LANd
SECTION 4 .o
I
I
S89'59'47"E I
2— 29.00' _ E. Elden Gray Street
i I
rn I
3 Parcel 3B
d Parcel No. S1104438750
o
rn
0
d 1.
I:
14.5'
29.00'
— — — — --tee
NO'09'04"E—E. Fairview Avenue
------------
55.20' 589'46'39"E 2658.32'
S 1/4 CORNER
SECTION 4
SE CORNER
SECTION 4
a 14216
iOF
;;t, x•
ENGINEER/SURVEYOR PROJECT INFORMATION Scale: i"=200'
t'�''' nM LOW C Hr' we CarmaxlKleiner 1 212 0/2 01 2
i ' ►m .6°"°h°`w' i'".v°'°n" 112006
r/ / • mo w
_. ,• Access Easment
�■/ X, a,�,,, , Ada County, Idaho Exhibit B
� � J >i �ir "•
THE LAND Gaow•. INC.
December 20; 2012
Project No. 112006
Access Easement Description
Parcel 3A and Parcel 3B
21,517 Sq. Ft.
Exhibit "A"
Page 1 of 1
A 29 foot wide access easement situated in a portion of the South One Half of Section 4, Township I
North, Range 1 East, Boise,Meridian, City of Meridian, Ada County, Idaho, described as follows:
Commencing at a found 1/2 -inch steel pin which monuments the South One.Quarter Corner of said
Section 4; being South 89°46'17" East a distance of 2;659.51 feet from.a found brass cap which
monuments the Southwest Corner of said Section 4, thence following the southerly line.of said
Section 4, North 89"46'17" West a distance of 14.50 feet; Thence leaving said southerly line, -North
0"09'04" East a distance of 55.20 feet to a point on the northerly right of way line of East Fairview
Avenue and being the POINT OF BEGINNING.
Thence leaving said northerly right of way. line, North 00°09'04" East a distance of 741.97
feet to a point on the southerly right of way line of East Elden Gray Street;
Thence following said right of way line, South 89°59'29" East a distance of 29.00 feet;
Thence -leaving said' southerly' right of way line, South 0°Q9'04" West a distance of 741.97
feet to a point on the northerly right of way line of East Fairview Avenue;
Thence following thesaid northerly right of way line, North 89°59'29" West a distance of
29.00 feet to the POINT OF BEGINNING.
The above-described easement contains 21,517 square feet more or less, subject to all existing
easements and rights-of-way.
Attached hereto is Exhibit "B" and by this reference is made a part hereof.
Prepared By: THE LAND GROUP, INC. -
462 E. SHORE DRIVE, SUITE 100
EAGLE, IDAHO 83616
208-939.4041
208-9394445 (FAX)
OF
l� z>
I Z. • 20 • Zorz
or
Site Planning •:;ondscaric Mchitecture •Civil Ergmeerlag •Golf Couc.elrigotion k Fagineering •Graphic Communication •Snrve/in9
462 G. Shore Drive, Ste. IOD, Eagle, Idaho 33616 • P203934.4041 P ;:08.939.4445 = www thelanderouninc corn
g:\2012\112006\admen\!egals\I 121220 access emrnent-29' 112006.docx
EXHIBIT C-2
DRAWING OF FAIRVIEW EASEMENT AREA
20
UB
1-U-B COMPANIES
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0 I xnnP�iea
— J
GROUP VP
Inc
J•1.1•8 ENGINEERS, INC.
Fairview Easement Area
Kleiner Trust Parcel 3B
An easement situated in the west half of the southwest quarter of the southeast quarter of Section 4,
Township 3 North, Range 1 East, Boise Meridian, Meridian City, Ada County, Idaho, being more
particularly described as follows:
Commencing at a brass cap marking the southwest corner of Section 4, Township 3 North, Range 1 East,
Boise Meridian;
Thence S8946'17"E, 2659.51 feet along the south line of the southwest quarter of Section 4 to a 5/8
inch rebar marking the south quarter -section corner of Section 4;
Thence N00°09'04"E, 55.26 feet along the east line of the southwest quarter to a 5/8 Inch rebar marking
the southwest corner of Parcel 38 (Record of Survey 8394, records of Ada County, Idaho) on the north
right-of-way line of East Fairview Avenue, the POINT OF BEGINNING:
Thence continuing N00"09'04"E, 179.04 feet along the west line of Parcel 313;
Thence S89'50'56" E, 14.50 feet;
Thence S02°08'21"E, 100.07 feet;
Thence 500°09'04"W, 31.92 feet;
Thence S89°50'56"E, 2.00 feet;
Thence S61042'08"E, 31.80 feet;
Thence S89059'29" E, 160.40 feet;
Thence 586056'19"E, 225.27 feet;
Thence S00°00'31"W, 20.00 feet to the north right-of-way line of East Fairview Avenue;
Thence N89°59'29"W, 433.96 feet along the north right-of-way line of East Fairview Avenue to
the POINT OF BEGINNING.
The above-described easement contains 15,297 square feet, more or less.
2
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EXHIBIT D
LIST OF CONSTRUCTION PLANS FOR CONNECTOR ROAD
CarMax Offsite Roadway Construction Drawings dated December 17, 2012 by
The Land Group Incorporated (Project No:
112006)
Sheet CI.00
General Cover Sheet
Sheet C2.01
Standard Details - Sewer
Sheet C2.02
Standard Details — Water and Lighting
Sheet C2.03
Standard Details — Roadway
Sheet C2.04
Standard Details — Roadway
Sheet C2.05
Standard Details — Roadway
Sheet C2.06
Standard Details — Storm Drain
Sheet C3.01
Plan and Profiles — Elden Gray Dr.
Sheet C3.02
Plan and Profiles — Elden Gray Dr.
Sheet C3.03
Plan and Profiles — Elden Gray Dr.
Sheet C3.11
Plan and Profiles — Venture St.
Sheet C3.12
Plan and Profiles — Venture St.
Sheet C3.21
Plan and Profiles — Fait -view Ave.
Sheet C3.22
Plan and Profiles — Fairview Ave.
Sheet C3.31
Plan and Profiles — CarMax Driveway
Sheet C4.01
Gravity Irrigation Venture St.
Sheet C4.02
Gravity Irrigation Venture St.
21
EXHIBIT E-2
ELECTRIC TELEPHONE AND GAS EASEMENTS
These easements are coincident with the easement for the Connector Road — see
Exhibit C and Exhibit C-1
23
r:
AFFIDAVIT OF LEGAL INTEREST
STATE OF IDAHO
COUNTY OF ADA
j CarMax Auto Superstores West Coast, Inc._, 12800 Tuckahoe Creek Parkway
(name) (address)
Richmond (city) ' ". (slate)
being first duly sworn upon, oath, depose and say:
That I am the record owner of the property described on the attached, and I grant my
permission to:
CenterPolnt Integrated Solutions, LLC, 1240 Bergen Parkway Evergreen CO 80439
(name) (address)
to submit the accompanying application(s) pertaining to that property.
2. I agree to indemnify, defend and hold the City of Meridian and its employees harmless
from any claim or liability resulting from any dispute as to the statements contained
herein or as to the ownership of the property which is the subject of the application.
3. I hereby grant permission to City of Meridian staff to enter the subject property for the
purpose of site inspections related to processing said application(s).
`�
Dated this day ' 20a"V�D
(Signature) K. DOr 404 MOW3
SUBSCRIBED AND SWORN to before me the day and yeTfirabove written.
Vic®President
��_(� I:imburlyA�WiCkons
,'_'^..- Commorrwoal;h of Virginia
I Nolary Puhlic
Commission Plo, 7017497
My Gcmmissbn Expires 03/3V2014
( tary Public for MftiteAt tYYUA-
Residing at —0B1�tL�0�o�
t�Sr�ax�s CbVt�vt t J q 013111
My Commission Expires:�1`�
33 E Broadway Suite 210 • Meridian, Idaho 83642
Phone: (208) 884-5533 • Facsimile: (208) 888-6678 • Website: www.meridiancily.org
�(EF,1D1ANM-;-
Community Development
Address Verification
Date: 11/21/12
Meridian City Hall, Suite 102
33 E. Broadway Avenue
Meridian, Idaho 83642
208.887.2211
The address information below has been researched and verified as the "correct address" by the City of
Meridian Community Development Department.
Project Name: CARMAX STORE #6039
Address: 4043 E. Elden Gray St.
Zip Code: 83642
Parcel: 51104438750
1) The address has been assigned based on available information.
_ This address should be considered temporary. Final address to be assigned upon completion of
development.
2) This address will be required to connect to municipal services per Meridian City Code 9-1-4.
X Municipal water is available for connection at this location.
X Municipal sanitary sewer is available for connection at this location.
This property does not currently have municipal services available.
3) This is an existing structure that Is currently connected to municipal services.
ALL PLANS BEING SUBMITTED TO THE CITY OF MERIDIAN WILL BE REQUIRED TO CLEARLY REFLECT THE CORRECT
ADDRESS AND SUITE NUMBER (IF APPLICABLE) AS REFLECTED ABOVE.
Rev: 04/23/12
Address Verification
tat C
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