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CZC_15-038_CarMax_Auto_Superstore
CERTIFICATE OF ZONING COMPLIANCE REPORT DATE: April 20, 2015 TO: CarMax Auto Superstores West Coast, Inc. FROM: Sonya Watters, Associate City Planner SUBJECT: CarMax—CZC-15-038 OWNER: CarMax Auto Superstores West Coast, 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 site is located at 4043 E. Elden Gray Street. DECISION The applicant's request for CZC and DES 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. Ifyou do need a building permit, you must complete that process before you commence the use or construction. Please contact Building Servicesfor additional details about building permits and inspections. Site Specific 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 tile all other irrigation facilities on the site asset forth in UDC 11 -3A -6A. 3. 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. 4. Vehicles shall not be displayed on ramps or berms or in any way elevated off of the parking lot level, per the development agreement. 5. Landscape areas shall not be used for signage or other visual distractions, per the development agreement. 6. All service and reconditioning of vehicles shall be limited to that defined in UDC 11-1A-1, Service and Vehicle Repair, Minor. 7. 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. 8. 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 Conditions Document I CarMax CZC-15-038 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. 3. 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 11-313-14A. 4. The site plan prepared by CenterPoint Integrated Solutions, LLC on 3/3/15, labeled Sheet X5.0, is approved as shown in Exhibit B. 5. The landscape plan prepared by CenterPoint Integrated Solutions, LLC on 3/25/15, labeled Sheets L-1 thru L-6, is approved as shown in Exhibit C. 6. The elevations prepared by Johnny C. Hembree on 4/1/15, labeled Sheet A3.0 & A3.1, 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 City of Meridian Planning 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 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 11-313-6 and to install and maintain all landscaping as set forth in UDC 11-313-5, UDC 11-3B-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; MDA -12-006, Instrument #11300859; CZC-14-008; DES -14-008). 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. Conditions Document 2 CarMaX CZC-15-038 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 I1 - 3A -3. 9. The applicant and/or assigns shall have the continuing obligation to meet the specific use standards for the proposed uses asset forth in UDC 11-4-3-38, Vehicle Sales or Rental; 11-4-3- 39, Vehicle Washing Facility; and 11 -4-3 -3 7, 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 Department on or before May 5, 2015, within fifteen (15) days after the written decision is issued, and contain the information listed in UDC 1I - 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 a proposed use shall expire if said use has not commenced within one year of the date of issuance of the Certificate of Zoning Compliance. Certificates of Zoning Compliance issued in conjunction with construction or alteration of a structure shall expire if said 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 April 20, 2016. EXHIBITS A. Vicinity Map B. Site Plan (dated: 3/3/15) C. Landscape Plan (dated: 3/25/15) D. Building Elevations (dated: 4/1/15) E: Welcome to Meridian Monument Sign Conditions Document 3 CarMax CZC-15-038 B. Site Plan (dated: 3/3/15) Conditions Document 3 CwMax CZC-15-038 Conditions Document 5 CarMax CZC-15-038 D. Building Elevations (dated: 4/1/15) Conditions Document 7 CarMm CZC-15-038 Exhibit E: Welcome to Meridian Monument Sign Conditions Document 9 CarMm CZC-15-038 Conditions Document 11 CarMax CZC-15-038 IDIAN�-- IDAHO Type of Review Requested (check all that apply) ❑ Accessory Use ❑ Alternative Compliance 0 Certificate of Zoning Compliance ❑ Certificate of Zoning Compliance Verification ❑ Conditional Use Permit Minor Modification ❑ Design Review ❑ Private Street ❑ Property Boundary Adjustment ❑ Time Extension (Director) ❑ Vacation ❑ Other Planning Department ADMINISTRATIVE REVIEW APPLICATION STAFF USE ONLY: pQ File number(s): CZ(' t> -C )(i Project name: Lp (*-N/ Date filed: Date complete: Assigned Planner: Related files: Applicant Information 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 ❑+ Optioned ❑ Other Owner name: CarMax Auto Superstores West Coast, Inc Phone: Owner address: 12800 Tuckahoe Creek Parkway, Richmond VA Zip: 23238 Agent name (e.g., architect, engineer, developer, representative): Representative Finn name: CenterPoint Inteerated Solutions, LLC Phone: 303.679.6974 Address: 1240 Bergen Parkway Suite A-250, Evergreen CO Zip: 80439 Primary contact is: ❑ Applicant ❑ Owner ❑. Agent ❑ Other Contact name: Jake Hertz, AICP Phone: 303.679.6974 E-mail: ihertzOcentemoint-is.com 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, Rag lE Total acreage: 11.31 AC +/- Current land use: Agricultural Current Zoning district: General Retail & Service Commercial (CG) 33 E. Broadway Avenue, Suite 210 • Meridian, Idaho 83642 Phone: (208) 884-5533 • Facsimile: (208) 888-6854 • Website: www.mcridiancity.org I (Rev. 11/4/08) 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 ElCommercial []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): 1 Bedroom: Minimum square footage of structure(s) (excl. garage): Minimum property size (s.f): Gross density (Macre-ental land): _ Percentage of open space provided: Percentage of useable open space: 2 or more Bedrooms: Proposed building height: _ Average property size (s.f): Net density (DU/acre-excluding roads & alleys): Acreage of open space: (See Chapter 3, Article G, for qualified open space) Type of open space provided in acres (Le., 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: 38.888 SF Existing (if applicable): Hours of operation (days and hours): Typ-"1-Setas M-Sn9um-9pm:Su 121m -77.0..X. M -F Building height: E4'M lop of..,m,;36' at lop ofeanopy(3) Percentage of site/project devoted to the following: Landscaping: 24% Building: 8% Paving: 68% 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: 179 Number of compact spaces provided: Authorization Print applicant name: Jake Hertz Applicant signature: 33 E. Phone: ( 884-5 Date: April 3, 2015 Suite 210 • Meridian, Idaho 83642 (208) 888-6854 • Website: www.meridiancity.org 2 CENTERPOINT INTEGRATED SOLUTIONS Civil Uesipn I P«ijeu P:lnuugeweni April 3, 2015 Meridian Planning Department 33 E. Broadway Ave., Suite 210 Meridian, Idaho 83642 1240 Bergen Parkway, Suite A-250 T 303.670.4111 F 303.670.4172 CenterPoint-is.corn 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 parcel formerly owned by the Kleiner Family Trust, lying east of the Meridian Town Center and south of the Julius M. Kleiner Memorial Park. The Project required 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 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 eleven years, Fortune magazine has recognized CarMax as one of the "100 Best Companies to Work For". Headquartered in Richmond, Virginia, CarMax currently operates 146 superstores in 74 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 I Evergreen, C080439 1 303.670.4111 1 Fax: 877.736.9960 www.centerpoint-is.com CarMax— Meridian, ID April 3, 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 cast 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. CarMax has dedicated additional right-of-way and is currently in the process of constructing the remainder of Elden Gray Lane between Records and Venture and 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 April 3, 2015 CarMax Operations Sales and Marketine 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 hrspection 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 set -vices) 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 April 3, 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/caiwash 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. 4 15 ADA COUNTY RECORDER Christopher D. Rich AMOUNT 52.00 15 BOISE IDAHO 12/28/2012 03:08 PM DEPUTY Nikola Olson siECOR ED -REQ Recording IMill Hill 11111111111III11111111111111111111111III1111111111111 WHEN RECORDED, MAIL TO: aecoaoeo-ncQuesr or FIRST AMERICAN TITLE AND ESCRO 112137355 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 Inconsideration 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 tuming 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 IS 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. 72756708.20040874-00007 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, 2012. KLEINER TRUST A By: eqA K&: Karl Kleiner, Trustee KLEINER TRUST B By: krtJ K&4,4� Karl Kleiner, Trustee KLEINER TRUST C By, 'Q 7 --r C—� David Kleiner, Trustee 72756708.2 0040834-00007 KLEINER TRUST D By: .j 4 7 (LI David Kleiner, Trustee KLEINER TRUST E By:.� Karen Kleiner, Trustee KLEMER TRUST F By: C A�...... Karen Kleiner, Trustee KLEINER TRUST G M. Bruce Kleiner, Trustee KLEINER TRUST H By: Bruce Kleiner, Trustee 72756708.20040834-00007 1 3 1 KLEINER TRUST D By: David Kleiner, Trustee KLEINER TRUST E By: Karen Kleiner, Trustee KLEINER TRUST F By: �a4t Karen Kleiner, Trustee KLEINER TRUST G By: 1 Ch_. Bruce Kleiner, Trustee KLEiNER TRUST H By:��. _ Bruce Kleiner, Trustee 72756708.2 0040834-00007 3 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-irrstnpent; � Dated: D Do" 2012 OP�a��ss�opm,C/r�L%: yA%, sA`Bu`� 4 rr- 10 15 '_7 •. O gn�naoa� 4 cWASWOC. STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) Notary name (typea or prmtea): w t OWI Notary Public in and jgr�the State of ashington ' Residing at: `l 2V ++ V My appointment expires: 6 IPO/S� 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 free and voluntary act of such party for the uses and purposes mentioned in this its fume t. (^, Dated: Deceq r t 2012 � v ROCS 4, ., `g5 flA�,Dbi i tn'a '046��� !0z �'. 94'ry,6.10 1y =f� T $; WA`•\ 72756708.2 0040834-00007 or Residingat: 'd -':TW My appointment expires: State of 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 enL, Dated: December Q_L, 2012 COUNTY OF ) ss. rrry rtame (rypea or prmica :.���� Notary Public in and fo a State of arm on Residing at: �'4 ,A My appointment expi es: Lkl A 114 I 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 his authorized to execute the instrument and TR acknowledged it as Trustee of the KLEINER T G and KLEINER TRUST H, to be the free and voluntary act of such party for the uses andybrposes mentioned in this instrument. Dated: December—, 2012 72756708.2 004083400007 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 #dt KAREN KLEINER is the person who appeared before me, and said person acknowledge04at she signed this instrument, on oath stated that she is authorized to execute the inst nt and acknowledged it as Trustee of the KLEINER TRUST E and KLEINER TRUST F,,Wbe the free and voluntary act of such party for the.uses and purposes mentioned in this ins j (� jI f Dated: December, 2012 l%tary name (typed or printed): ,6 r.y (L i4.k wry Notary Public ina fort p State of Washington Residing at: n I My appointment expires: 4 116.111 STATE OF NEW YORK ) `f )SS. COUNTY OF W U t ) 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 parry for the uses and purposes mentioned in this instrument. Dated: December V. "' 2012 Notary namt+ ktyped or Notary Public nd fc Residing at: KW My appointment expirt RONALD V. UY NOTARY PUBLIC -STATE OF NEW YORK No. 01 UY6254143 Qualified In Queens County My Commission Expires Januory 17. 2016 72756708.2 0040834-00007 1 `srstrr� �'i ••37.1't" �� m"wnatw ra towo)Wo mwieidp..ar. iw.wp�np.xam EXHIBIT A Bogndary.Deaoriptim of NawPareel3b for Mattlim Ceotereal, Id.0 job Ne.60 19.00 A parool of land 9(tuatedin thowmt hatter the souUmcst quarter of the sout east quarter of tiecd'oa 4 Township 3 Noph, Range 1 EPA Boise Med4len, Me County, Who, Wait mom parBwlarfyderalbedas Pollowa: Commencing at a brute tai merWng the southwest coma of Section 4, Township IN04 Reap l Bads, Botta Meridian; Them 389°46'17$ 2659.51 hot Aa j glut south line of the southwest quarter to e SB Inch mbarmaricin8 the south quert*wdontom of SoWon 4; neace SW 6'39" K 664.iiI hat along the south Una oribe southoaal gnerter, ThettaeN00'13'2VA $7.74 Rel to s SB hwh reberamrkfng the mutalml own of Ventyre Subdlvlalcw, Bwk 27 of PLO at PVM 1700 & 1705,m the aonhrlghaoRweytlneofP.ast FahvlowAvame, the POII4T'OFBEMNINO: ThweeNll0°04'2M 741,97 feetalongtha toes One of Ventura Sob&vhton; TUeaceN89°59129"W1 663.68 Ret to tboweatroe ordm west half oftbe eouOweal quotteroftbe southeast qumta; ThonwS00009104"W, 141.97 Ret alobg (he axe fine of tw wear haVof Um eousWcet gitateloftt» southeast•goartorto a SB indlreheron the "unit dght•of- way Uric of Base'Fahview AveauG Tbebce EWS912M 664.68 rWalong0A north right•of."y tint of Fest Pjamlow Avenue to the POW OF BEOB4titNO. The above'd0xdbe4 parcel ceatdas 11.31 acre:, mora or 103% Subject to coy&dean eammonta or rights-of-way of MOM ofappmom. 72756708.20040834-00007 �K. Exhibit A-1 EXHIBIT A i New Paroel 3b 11.5 t Acres t M1MNhNr1�1 We v N0941fi'a 700.a1' New Paroel Bb Exhibit o.�i�v`l N' OWN ° ' • ' " " ' " • Meridien Town Center raw Pa Exhibit A-2 72756708.2 0040834-00007 oOa -FIIM bnY O • R(NV qIN i New Paroel 3b 11.5 t Acres t M1MNhNr1�1 We v N0941fi'a 700.a1' New Paroel Bb Exhibit o.�i�v`l N' OWN ° ' • ' " " ' " • Meridien Town Center raw Pa Exhibit A-2 72756708.2 0040834-00007 EXHIBIT B l— CJ•UYR % W-SCOMPANIES ®I . ®IL� J uo "A"MaaR'. INC. Fairview Easement Area RlelnerTrust Parcel 38 An easement situated In the west half of the southwest quarter of the southeast quarter of5ectlon 4, Township 3 North, Range 1 East, Boise Meridian, Meridian City, Ada County, Idaho, being more particularly described as follows: Commencing at a brass rap marking the southwest comer of Section 4, Township 3 North, Range I East, Bolse Merldlan; Thence 589'46'17^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 comer of Section 4; Thence N00'09'04"E, 55.26 feet along the east fine of the southwest quarter to a 5/8 Inch rebar marking the southwest comer of Parcel 3B (Record of Survey 8394, records of Ada County, Idaho) on the north right-of-way line of East Fatrview Avenue, the POINT OF BEGINNING: Thence continuing N00'09'04"E,179.04 feet along the west line of Parcel 36; Thence 599'50'56"E, 14.50 feet; Thence 502'08'21"E,100.07 feet; Theme S00'09'04'W, 31.92 feet; Thence S89'50'56 -E, 2.00 feel; Thence 561'42W'E, 31.80 feel; Thence S89 -59'29"E,160,10 feet; Thence S86'56'19"E, 225.27 feet; Thence 500'Od31'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. Exhibit B-1 72756708.20040834-00007 55.26' m �I < CD 72756708.2 0040874-00007 EXHIBIT B Exhibit B-2 D Q / 600'09'0/' 179601' r�- , - NLO 001 v w r1 s eq U. l qO � I m I � I� I I� � Ib Im la IS I• I m I bt n I � QRO -n \� 1� t Iu IP � tlOt• Ib m 1U � IJ Q SI oul �bfl Lig g Exhibit B-2 EXHIBIT B Exhibit B-3 72756708.2 0040834-001507 — --------- 1. (A 0 < > 0 0 (D DOW UnS < 12• V, (D V 72'— > 0 n all W \!FM I Exhibit B-3 72756708.2 0040834-001507 ffinant44eo oaaaatum ...X*ftq..a. m+4awom 72756708.2 0040834-00007 EXHIBIT C orriax iFo, Batrnday,Dmadom o/Naw Paral9a farhteridlat GnarcaA LLC ' lab No.6077070A0 A parcel of 4ndelwood In tha ud Wtoff to4thxutquuW of8atlw4,TcwashiP.3 North, Range I Sett, Bolso Merldpoh Ada County, Idaho, being morepadkdlmiydeaodbed m tollowr: Cammenr#og at abran capmmwo the wathwmt canerotsarIon4, Towmhdp 3 North, Rata I FSG, Soim Meridian: . now.a889a464M2659SIfta slang seWouth Hoof the made miquatirtoe54 fah rtW warklag mi south qumtetaa lon corner of8eodun 4; Thence NOOM9,o4"R, 55,26 feet along the Into ofOnraodtwalgamtato a $m Inch now on The north rfShWMay fun of Rest Fairview Avenue, the POW OF MMINNINO: 71eaeb N99°59'29W, 63630 feet Wong the norm dghtwt-way It" ofSWafabriew Avenut,' Thcaw N0010017"R, 475.04 rmt•, ' 76eact 23138 Ret on acmve to the laR,4nvog audfosor$00.00fvA a antral woo of32615158", aohwd beab+gafN16M7'71"W, ad a chord length of177.87 fat; Thence 889°59'29"8, 71523 fceto the amt Bre of tie soumwwtgmrter, Them 800e09'WW, 741.97 fat Wloog the tat Rho 6ftheWAwcagoatcro the POMPOP 13BOWNINM The ehovo4eadDed panni wmalus 11.00 nam, mom mins. Subject to Any a ls,* eetanemW or dgbtt-of-myof rceoN.oreppmem. I K.K, �G(C <9 e Exhibit C-1 EXHIBIT C I Legend �•� . Mtl.. Corn ' bP7 .0.r1�-hNn iwr I . 0 fppMN I 4! I h NCW PorCol Ja I & 1 [.c0 acros t .awpMt aur II 6 B td➢Y1'll'1 tietA�' B ann.'aw.w ©®� New Parcel 3a Exhut =1 w eo7 00 Marldian Town Center o i, %/woe c o.aoa. yo wa BY' P.Gbaper is a°m Y+em x aam OaAe cad LLO scam a 1011 +•••••••••—�•,w•••W.. ba M.rwnauw shes�nb. tat Exhibit C-2 72756708.20040834-000D7 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 72756708.2 004083400007 AFFIDAVIT OF LEGAL INTEREST STATE OF IDAHO COUNTY OF ADA 1, CarMax Auto Superstores West Coast, Inc. 12800 Tuckahoe Creels Parkway (name) (address) Richmond Virginia (city) (state) 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: CenterPoInt 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. 1 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 20 (Signature) K.000W"S MoyOf3 SUBSCRIBED AND SWORN to before me the day and ye - fir above written. MoPresident KimborlyA- Weltens Commonwealth of Virginia i� Notary Public Commission No. 7017497 My Commission Expires 0313112014 IXA (1wtary Public for Idath�o i fp,nyu0. Residing at: LOBI n�055Yt,; o, thy1"-) C1 lU.�cSr'�b-nxC-bV1\l4i 4A 013111 My Commission Expires: �Tl 1b14 33 E Broadway Suite 210 • Meridian, Idaho 83642 Phone: (208) 884-5533 • Facsimile: (208) 888-6678 • Website: www.meridiancity.org (�WE Meridian City Hall, Suite 102 33 E. Broadway Avenue Meridian, Idaho 83642 Community Development 208.887.2211 Address Verification Date: 11/21/12 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. 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. Address Verification Rev: 04/23/12 35 ADA COUNTY RECORDER Christopher D. Rich AMOUNT 772.00 35 DOISEIDAHO 12/28/2012 03:08PM DEPUTY Nikola Olson Shnpliffie Electronic Recording I IIIIII VIII VIII IIIIII III IIIIII VIII IIIIII IIIIII III IIIIIIIII ILII RECORDED -REQUEST OF u 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 OFTI ORIGINAL DOCUMENT.. Glen Allen, VA 23060 EASEMENT AGREEMENT �,,����� THIS EASEMENT AGREEMENT is dated as of the a day of , 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 3111"). 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 - DO NOT James D. Thornton - REMOVE T1 it COUNTY ST4MFED.FIRST Thornton & Associates, PLC PAGE AS IT 1.9 NOW INCORPORATED AS 5030 Sadler Place, Suite 204 PARTOF THE ORIGINAL DOCUMENT. Glen Allen, VA 23060 EASEMENT AGREEMENT `, "`THIS EASEMENT AGREEMENT is dated as of the 10 day of D.,(Q1 Vl `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 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 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: 1. 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 313 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 4 to the west of the location shown on Exhibit C-21 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. 3. 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: (1) Water and sanitary sewer lines and appurtenances in the location described on Exhibit E-1 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 (1) 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 ofNorth Venture Street or Elden Gray Way on or before the date that is two (2) years after the date hereof. (h) 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. 7. 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: davidkleiner00@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 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: 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 Properly 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 ) ss County of King I )) �/� 1, � eh IC ou"Jt{'/1 a notary public, do hereby certify that on this? f r9ay of 2012, personally appeared before me leo d &/We 'K , who, being by me fust duly swom, declared that he/she is the Trustee of Kleiner Trust A, that he/she signed oregoi ocument as Trustee of the Trust, and that the statements therein contained are true. S�pN of Pu Kc tan f ? ), N My Commission expires: �i '0.U6v� 03_ l� 10 fit, F OF \N KLEINER TRUST B Ey: kCtj Q� Karl Kleiner; Trustee State of Washington ) ) ss County of King ) I, j !e Cay d/ a notary public, do hereby certify that on thiV/�y of � )-'YL 2012, personally appeared before me who, being me first duly sworn, 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. \�\\\N\\\\\ � t' i i �`-FsOc fill, SOll O \yNCIt, ,�'�'. Notary Public My Commission expires: / 0/ ' =0 Q 5 �� sz: KLEINER TRUST C 1`0 �h `�c� F OF VJ By, David Kleiner, Trustee State of Washington ) ) ss County of King�Ina IQ I, at ^�/ , a notary public, do hereby certify that op thO t r9ay of w -vL- 2012, personally appeared befoTA, who, being by me first duly sworn, declared that he/she is the Trustee of Klemer Trust C, that helshe signed the4on" going0ocmVprit as Trustee of the Trust, and that the statements therein contained are /1u 1 ��`- ```��� ) OC !r ttt'i4 Y Coo Public Rmmission expires: / 0 /J _ NQ�'S,No %Q 2OSA us\ G-19; 9r 'Inn10aP."0�� F OF W n5 11 KLEINER TRUST D By: David Kleiner, Trustee State of Washington ) )as County of King ) I, 1 ,� .1( of t�V ra notary public, do hereby c 'fy that 9n this Zl eday of 1� • f4 2012, persona]ly appeared before me t (.I 4 r F who, being by me first duly sworn, declared that he/she is the Trustee of Kleiner Trust D, that he/she signed Alo going dot Ment as Trustee of the Trust, and that the statements therein contained are C;o6t4aryy0blic Ftt7CK SON EXp'Vy / _ �O s55 rR My Commission expires: r Q ,Z O:U •Yb KLEINER TRUST E G. so - Karen Kleiner, Trustee State of Washington ) ) ss County of King )! I, ?tAt 4notary public, do hereby certify that on thiswtly ay of e t> r Vt 2012, personally appeared before me au & who, being D) me first duly sworn, declared that he/she is the Trustee of Kleiner Trust E, that he/she signed the or going do . ent esTrustee f the Trust, and that the statements therein contained are N .. a u 1 c 6 My Commission expires: 0 /✓ 0 ��� — r O e p ,�! =F ptARy. P`N%� 12 KLEINER TRUST F Karen Kleiner, Trustee State of Washington ) )as County ofKing II ) ,� 1, F �, �e, notary public, do hereby ertify that n 's Z 1 iiay of 2012, personally appeared before me fih , who, being b me first duly sworn, declared that he/she is the Trustee of Kl ineriner Trust signed h -e foregoing d ent as Trustee of the Trust, and that the statements therein�rwWped are CNAottary oax„ugi � O yy�pN EXp��� Pu lic ;, ztaRy Yexpires://61/' Oso M Commission t ° o KLEINER TRUST G �h d'T "' 1'6;1�;,'c F W By: — Bruce Kleiner, Trustee State of New York )ss County of ) a notary public, doh y certify that on this — day of 2012, personally appeared b re me who, being by me first duly sworn, declared that he/she is the T stee of Kleiner Trust G, that he/she signed the foregoing document as Trustee of the Trust, d that the statements therein contained are true. Notary Public My Commission expires: / KLEINER TRUST H 13 State of Washington ) )as County of King ) V-1 true, KLEINER TRUST F Karen Kleiner, Trustee notary public, hereby ify that n "s 2 r d`ay of swom, declared that he/s Powent as Trustee of the My Commission expires: t. State of New York ppe efore meIo I,#h , who, being is th rust" of Kl iner Trust F, that he/she signed J and that the statements therein , tAined are vOCk:,, Oras aZARy RF � 0 iib Ppb"r�=' i KLEINER TRUST G O : N' "u,. By: a_ Bruce Kleiner, Trustee CountyofK11 ) I, a notary public, do hereby certify th t on this Z day of �ft6 9r , 012, personally appeared before me AM 1 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 My Commission expires: �4r ro,E RONALD V. UY � D '�TRUSTiI NOTARY PUBLIC -STATE OF NEW YORK R No. CIUY6254143 4-.,,p G71fsc;J1-+' Qualified In Queens County _ 6ioWlrq My Commission Expires January 17, 20416 ;a`,tEFil� �St+, - ° t��r 1145 By: & 4,., Bruce Kleiner, Trustee State of New York ) County of I, V 2012, a notary public, do hereby ce th t on this 19day of 2012, personally appeared before me V I ohne who, being by me first duly sworn, 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 O� My commiss; pues: 14 }```tllrrrr�� ��- •A. 11�rr \' A = 4 RONALD V. UV � � O�i� V^ J•n -. NOTARY PUBLIC -STATE OF NEW V'EOry ra! No. OIUY6254143 rrr' . SK Ih��' Qualified In Queens County r r r i l r r N My Commission Expires January 17, 2016 CARMAX AUTO SUPERSTORES WEST COAST, INC., a California corporation Ey: l`�t✓ 1 Name: K. Doug s Moyers Title: Vice President, Real Estate STATE OF VIRGINIA COUNTY OF GOOCELAND I, i fS i eS a notary public, do hereby certify that on this day of U0j1jnee--:, x1012, personally appeared before me K. Douglass Moyers, who, being by me first duly sworn, declared that he is the Vice President, Real Estate of CarMax Auto Superstores Co72West oast, Inc., that he signed the foregoing document as Vice President, Real Estate of the 7ioanhe statements therein contained are true." . �NARRIS�'s, of tc l '` �G,........, �' � : 'NOTARY '• J• � My Commission expires: 3131' tO/ (o Registration No. ,Ntoss 15 4Q: PUBLIC N+ #341055: % MYCOMMISSION % FXPIRES Q ' ?� • ;3/31/2016 SEA LTH a�Q `�• h81fq �1 EXHIBIT A PARCEL 3B DESCRIPTION CG CIVIL ENAIN MU. LR"Y6CAPE ARCHITQC9tle[ ENIMMM D E S I G N I N C. Bonndary. Description o£New Pareel 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 I East, Boise Meridian, Ada County, Idaho, being more particularly described as follows: Commencing at a brass pap marking the southwest corner of Section 4, Township 3 North, Range 1 East, Boise Meridian; Thence S89046' l7"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 S89146'39"E, 664.61 feet along the south line of the southeast quarter; Thence N00°13'2I"E, 57..74 feet to a 518 inch rebar marking 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 POINTOF BEGINNING: Pa 2081246.8380 Pr 2081246.8320 wwomadolpsem Wwwrgdesign.com Thence N00°04'25"E, 741.97 feet along the west line of Venture Subdivision; Thence N89°59'29"W., 663.68 feet to the west line of the west half ofihe southwest quarter of the southeast quarter; Thence S00°09'04"W, 541.87 feet along the west line of the west half of the southwest quarter of the southeast.quarter to a 518 inch rebar on the north right-of- way line of East'Fairview Avenue; ' Thence S89059'29"E, 664.68 feet'along the north right-of-way line of East Fairview Avenue to the POINT OF BEGINNING. to above-d4scribed parcel contains 11.31 acres, more or less. bject to any existing easements or rights-of-way of record or apparent. Legend COJ -Warta-9e<Ilon Caner O - Property Cana New Parcel 3b 11.31 Acres t " � 110PII'217 57.74 4 569'48'39'E b6d.6)' 9 Sa9'46'/7"E 2659.51' (j Emt Falrvter 4rteu4 ^l N «I f IKMI®IIIM - Bwnrtay lha Project No. 6077070A0 - -�1- -- - Wsbng Right -of -Way Unc G - std9 Co'", COJ -Warta-9e<Ilon Caner O - Property Cana New Parcel 3b 11.31 Acres t " � 110PII'217 57.74 4 569'48'39'E b6d.6)' 9 Sa9'46'/7"E 2659.51' (j Emt Falrvter 4rteu4 ^l N «I f IKMI®IIIM New Parcel 3b Exhibit Project No. 6077070A0 Meridian Town Center Date: 07/ts/0a By: P.Cooper 1179 0240.We:ee'x ulna E4ZO MO TOL 409246.&]00 rax, zboz4sns4o Merldan Centercal, LLC Scale: 1' 350' amcre•uwn¢.uvxxe..�rzareumnas , d MaUM � Sheet No. 1 of i f EXHIBIT B PARCEL 3A DESRIPTION 17 Lax. PLANNIN. F 4xmx<enlx. L.tl CCPH ANGNITEGT.flC LArva svxvev 2 I U3 rat PN 2081246.8300 F% 200/246.8340 ww .wr9desi0n.aom xvAv.xWestoosom MIEMMM D E 5 1 G N I N C. Boundary Description of New Parcel 3a for Meridian Centercal, LLC Job No. 607707000 A parcel of land situated in the east half of the southwest quarter of Section 4, Township 3 North, Range 1 East, Boise Meridian, Ada County, Idaho, beingnrore particularly described as follows: Commencing at a brass cap marking the southwest comer of Section 4, Township 3 North, Range 1 East, Boise Meridian; Thence S89°46'97"E, 2659.51 feet along the south line of the southwest quarter 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 on the north right-of-way line of East Fairview Avenue, the POINT OF BBGINNING: Thence N89°59'29"W, 636.20 feet along the north right -of way line of Fast Fairview Avenue; Thence N00°00'37"E, 4.75.04 feet; Thence 281.58 feet on a curve to the left, having a radius of 500.00 feet, a central angle of 32°15'58", a chord bearing of NI 6007'22"W, and a chord length of 277.87 feet; Thence 589059'29"E, 715.23 feet to the east line of the southwest quarter; Thence S00009'04"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 Nrve Tads Nrva Rrlla Radler EO CAarJ Reotln Chord Len th Cf 15' " L5 ' NI8'0>'22"W 22 .8 ' New Parcel 3a 11.00 Acres t 569'46'17"f 2659.51' NOP091Od"E 59.26' Epa! F0lrHen Av<nur ® - ecendory L6. Projeci No, 6077070.00 —-frf(-��--• - Eeislin9 Right -of -Way line vyr - $aLliGn COIIIBr ' �'a -Walter-SCs1i0n i'gn[r O -Property Comer Nrve Tads Nrva Rrlla Radler EO CAarJ Reotln Chord Len th Cf 15' " L5 ' NI8'0>'22"W 22 .8 ' New Parcel 3a 11.00 Acres t 569'46'17"f 2659.51' NOP091Od"E 59.26' Epa! F0lrHen Av<nur ® New Parcel 3a Exhibit Projeci No, 6077070.00 Meridian Town Center Date: 07/16/08 By, P.Cooper IMEWWd4 &WA UAID ease Ta 20624amm Fax 2082d6MR0 Merldlan Centerca4 LLC Scale, 1'.350, w.�e�•p��.•�. .a,K.mLe•.r r city Of Meri196n WM0 Sheet No. 1 of i EXHIBIT C DRAWING OF CONNECTOR ROAD EASEMENT W- 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. 51104347003 �S89 SW CORNER SECTION 4 14.5' 46'17"E 2659.51' 14.50' i I S89 -59'47"E I 29,00' PROJECT INFORMATION Scale: V =200' _ _ _ E. Elden Gray Street m v n 3 Parcel3B /��►� '� )�1�i� (ti'ROUP, M rj i 'Ot d Parcel No. S1104438750 ��/ CarmaN Kleiner 0 12/20/2012 rn 972005 . ;L.%d" _� (♦�" I a Access Easment u 14.5' N89'59'47"W I 29.00' InOEM — — — — --tet E. Fairview Avenue NO'09'04"E_________-- _ 55.20' S89'46'39"E 2658.32' V S 1/4 CORNER SECTION 4 SE CORNER SECTION 4 } ENGINEER/SURVEYOR - PROJECT INFORMATION Scale: V =200' /��►� '� )�1�i� (ti'ROUP, M rj i 'Ot ��/ CarmaN Kleiner 12/20/2012 972005 . ;L.%d" _� (♦�" Access Easment �;� Ada County, Idaho Exhibit B t E EXHIBIT C-1 METES AND BOUNDS OF CONNECTOR ROAD EASEMENT 19 v� s Page 1 of All Owl . 711F LAND GROUP,.INC - bacember 20; 2012 Project No,112006 Access Easement Description Parcel 3A and Parcel3B 21,517 Sq. Ft. Exhibit "A" A 29 foot wide, access easement situated. ima portion of the South One Half of Section 4, Township 3; North, Range 1 East, Boise Meridian, City of Meridian, Ada County, Idaho, described as follows: Commencing at a found 1/27inch steel pin which monuments the South One-quarter Corner of said _Section 4, being South 8946'17': East a distance of 2;659.51 feet from -A found brass cap which monuments the Southwest Corner of said Section 4, Bence following the southerly Iine.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-foll6l ng said right of way line, South 89°59'29" East a distance of 29:00 feet,. Thence leaving said'southerly'rigFi4 of way line, South 0°09'04" West a distance of 741.97 .feet to a pointOn the northerly right of way lineof East Fairview Avenue; Thence following the.saild northerly right of way line, North 89°5929" 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, JNC. ' 462 E. SHORE DRIVE) SUITE 100 EAGLE, IDAHO 83616 lO�ypL I A1y1iS 209-939-4041 v 5 208-939-4445(FAX) p OF _47 ag 1Z'• 2Q Z.orz .. Site Ploninnp.(ondscopeA+'chttecture•C7vilErgineerinpeGolifCottr;elirigotlon&Fngineering"Graphic Coannonlcntion•5orveyinq 462 E. Shore Drive, Ste. 100, Eagle., Idaho 33616- v209.934.4041 f- 206.939.4445 a www.thelanderouo!nc,com g:\2012\112006\. drnhi\!egals\112117.4 access eas�nenE29' 1i2006.docz ' EXHIBIT C-2 DRAWING OF FAIRVIEW EASEMENT AREA 20 1-U-6 COMPANIES ®I CROUP ®�', I xncwea _J CROUP INC J•U•6 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 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 -section corner of Section 4; Thence N00009'04"E, 55.26 feet along the east line of the southwest quarter to a 5/8 inch rebar marking the southwest corner of Parcel 3B (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 3B; Thence 589'50'56"E, 14.50 feet; Thence S02"08'21"E, 100.07 feet; Thence 500°09'04"W, 31.92 feet; Thence 589°50'56"E, 2.00 feet; Thence S61°42'08"E, 31.80 feet; Thence S89°59'29"E, 160.40 feet; Thence S86°56'19"E, 225.27 feet; Thence 500°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. L x LU I I ILL 0 a ;Tl13 0 o, o a) I O L 0 5 I� � I �I N NI i 0 ml I r ti`u I 3 m I sM I Iii W Q I � pN I I IZ OI �I WI ml N � NI ml N I I a N O O � s0_O_21_E 70007 1 ` ----------------- Ve Va Va�—Va Va4 3_„b-0,60.\00i�/ _3_„b_09_,Z60S_.S0__ 0_N O I ____________________________________ ________ _QJ N C p) uE¢` ¢v 1 / W L x LU I I ILL p I I I I I - I I I I 1 I p I N � Ir I III I I V U) f o I I I u# lL I I CD V `� ISI I I in Y� Nlo I IINI .I al 'o )mI I a`I of <0 I61 I x o I I I I m U Wal ml I� N I Iv m E IZND I� I I U) N . N N u°wa`i I I I U o W ¢U I I I ZL'> 3 I I L N I I oL a I I ,z1 I N li I I 3 I U] 2 I I I m S I ( U 00 2, gull ualh8 I I I •� O Q 0 o c (y� adoospuol ,5£'-' ' CL 3 I I I O U� n'io' d E- w� m m 3 $ 1I I I I I IU) . N a n o6 i ,o r � I .00t Ld "Ry ----- ---'--- --- - j� Va +/a �Ve�Vd Va Va�Va 00 Wc uE¢ Ls n j1 VI�IV N co EXHIBIT D LIST OF CONSTRUCTION PLANS FOR CONNECTOR ROAD 21 CarMax Offsite Roadway Construction Drawings dated December 17, 2012 by The Land Group Incorporated (Project No: 112006) Sheet C 1.00 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 — Fairview 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-1 WATER AND SANITARY SEWER EASEMENTS These easements are coincident with the easement for the Connector Road — see Exhibit C and Exhibit C-1 22 U. 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