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ACHD ACCESS EASEMENT-2When recorded return to: KASI WSC LLC Attn: Ken Lawson PMB 138 McCall, Idaho 83638 EASEMENT AGREEMENT THIS EASEMENT AGREEMENT (“Agreement”) is effective _____________ ___, 2018 (the “Effective Date”) by and between Ada County Highway District, a body politic and corporate of the State of Idaho whose address is 3775 N. Adams St., Garden City, Idaho 83714 (“ACHD”), and KACI WSC, LLC, a California limited liability company whose address is PMB 138, McCall, Idaho 83638 (“KACI”). ACHD and KACI may each be referred to herein individually as a “Party” and collectively as the “Parties,” as appropriate under the circumstances. RECITALS ACHD is the owner of that certain real property located in Ada County, Idaho and legally described on Exhibit A attached hereto and incorporated herein (the “ACHD Property”). KACI is the owner of that certain real property located in Ada County, Idaho and legally described on Exhibit B attached hereto and incorporated herein (the “KACI Property”). ACHD desires to grant a perpetual, non-exclusive easement to KACI on, over, under, and across that portion of the ACHD Property legally described and graphically depicted on Exhibit C attached hereto and incorporated herein (the “Easement Premises”), subject to the terms and conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: Grant of Easement. ACHD hereby grants, transfers, and conveys to KACI a perpetual, non-exclusive easement on, over, under, and across the Easement Premises (the “Easement”). Purpose and Use of Easement. The Easement is for the purpose of vehicular and pedestrian ingress and egress to and from the KACI Property and Carmel Drive, for the benefit of KACI, its agents, tenants, licensees, and invitees, and its tenants’ licensees and invitees. The Easement may also be used for the installation, operation, maintenance, repair, and replacement of underground utilities including, without limitation, electric power, gas, drainage, water, sewer, and telecommunications and lines and facilities, and all other improvements related to the same. Improvements to Easement Premises. KACI, at KACI’s sole cost and expense, shall have the right, but not the obligation, to improve the Easement Premises or any portion thereof by constructing a roadway of asphalt, concrete, or other similar surfacing material, along with other improvements necessary to service such a roadway. If KACI constructs such a roadway and related improvements on the Easement Premises or any portion thereof, KACI shall thereafter maintain, repair, and replace the same in accordance with the terms of this Agreement. Maintenance of Easement Premises. In the event KACI makes any improvements on, over, under, or across the Easement Premises as permitted by this Agreement, all such improvements shall be operated, maintained, repaired, and when necessary, replaced, so as to keep the same in good operating condition and repair (the “Maintenance Activities”). In the event the Maintenance Activities damage the ACHD Property, KACI shall repair and return the ACHD Property to the same condition as the ACHD Property was in prior to the commencement of the Maintenance Activities (the “Restoration Activities”). In performing its Maintenance Activities and/or Restoration Activities, KACI shall take all reasonable efforts to minimize the interference with the operation of, use of, and access to the ACHD Property. KACI shall pay all costs of any and all improvements, Maintenance Activities, and Restoration Activities, such that the Easement Premises and the ACHD Property shall remain free and clear of all liens of whatever kind or nature. If KACI fails to perform its required Maintenance Activities and/or Restoration Activities within thirty (30) days after its receipt from ACHD of a notice identifying the particulars of such failure, then ACHD shall have the right without further notice, as it deems appropriate, to complete any and all Maintenance Activities and/or Restoration Activities, and KACI shall reimburse ACHD for the reasonable cost ACHD incurs in performing such Maintenance Activities and/or Restoration Activities within thirty (30) days after demand therefor, which demand shall include reasonable documentation supporting such costs. ACHD’s Rights. ACHD reserves the right to make any use of the Easement Premises or place improvements thereon that will not materially interfere with any easement rights granted by this Agreement. ACHD acknowledges and agrees that it shall not construct any obstruction, including but not limited to fences or gates, within the Easement Premises that would interfere with the rights granted herein. The Easement is and shall be expressly subject to any easements and rights-of-way already existing on, over, under, or across the Easement Premises as of the Effective Date and ACHD reserves and retains the right to convey similar rights-of-way and easements on, over, under, and across the Easement Premises to such other persons or entities as ACHD may deem proper, so long as such rights-of-way and easements do not materially interfere with KACI’s rights hereunder. ACHD shall not relocate the Easement Premises without the prior written consent of KACI, such consent not to be unreasonably withheld. No Public Dedication. Nothing in this Agreement shall be deemed to be a grant or dedication of any portion of the ACHD Property to the general public, it being the intention of the Parties that this Agreement and the Easement granted herein shall be strictly limited to and for the purposes herein expressed. Indemnification. KACI shall indemnify, defend, and save ACHD and successors and assigns harmless from any and all claims, liability, losses, costs, expenses (including reasonable attorneys’ fees and costs), judgments, proceedings, demands, and causes of action of any kind whatsoever arising out of or related to KACI’s or its agents’, tenants’, licensees’, or invitees’, or its tenants’ licensees’ or invitees’ use of the Easement Premises, except to the extent the same are caused by the negligent or intentional acts or omissions of ACHD. Attorneys’ Fees. In the event of any controversy, claim, or action being filed or instituted between the Parties to interpret or enforce the terms of this Agreement, or arising from the breach of any provision hereof, the prevailing Party shall be entitled to receive from the non-prevailing Party all costs, damages, and expenses, including without limitation reasonable attorneys’ fees incurred by the prevailing Party (prior to trial, at trial, on appeal, and during any post-judgment collection activities). Notice. All notices, requests, demands, and other communications required or permitted to be given under this Agreement shall be in writing and shall be given to the applicable Party at its address set forth above by: (A) hand delivery; (B) U.S. Certified Mail, return receipt requested, with postage prepaid; or (C) a nationally-recognized overnight delivery service (e.g., FedEx), and shall be deemed duly given and received as follows: (i) if by hand delivery, upon the delivery (or refusal to accept delivery) thereof; (ii) if by U.S. Certified Mail, upon the earliest of any of the following: (a) the date of delivery thereof as shown on the return receipt; (b) the date of receipt of delivery thereof by the Party to whom it was addressed; or (c) the third day following the date of the deposit thereof in the mail; or (iii) if by nationally-recognized overnight delivery service (e.g., FedEx), the next day after the deposit thereof with such service. Notwithstanding the foregoing, actual notice however and from whomever received shall always be effective. A Party may change its notice address from time to time by notice to the other Party. Binding Effect. All of the easements, covenants, conditions, agreements, and declarations contained herein shall be a burden on the ACHD Property and shall be for the benefit of the KACI Property, shall run with the land, and shall benefit and bind the Parties hereto and their successors and assigns. General Terms and Conditions. The Parties acknowledge that each Party and, if they should so choose, their attorneys, have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement or any amendments or exhibits to this Agreement. This is the entire agreement of the Parties with respect to the matters covered hereby and supersedes all prior agreements between them, written or oral. This Agreement may be modified only in writing, signed by both Parties. Except as otherwise provided in this Agreement, any waivers hereunder must be in writing. No waiver of any right or remedy in the event of default hereunder shall constitute a waiver of such right or remedy in the event of any subsequent default. This Agreement shall be governed in all respects by the laws of the State of Idaho. Each Party agrees to take such further acts and execute such further documents and instruments as may be reasonably required to consummate the transactions set forth herein. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. Time is of the essence of this Agreement. The recitals to this Agreement and exhibits attached hereto are incorporated herein by reference as if set forth in their entirety herein. This Agreement may be executed in counterparts, each of which is deemed an original but all of which constitute one and the same instrument. The signature pages may be detached from each counterpart and combined into one instrument. In furtherance of the foregoing, this Agreement may be signed and delivered by facsimile or via email in PDF or other similar format, each of which shall be effective as an original. IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date. ACHD: Ada County Highway District, a body politic and corporate of the State of Idaho By: Name: Its: KACI: KACI WSC, LLC, a California limited liability company By: Name: Ken Lawson Its: Authorized Member State of Idaho ) ) ss. County of Ada ) On this _____ day of ___________, 2018, before me,___________________________, a Notary Public in and for the said State, personally appeared Sara M. Baker, known or identified to me to be the President of the Board of Commissioners of the Ada County Highway District, and Bruce S. Wong, known or identified to me to be the Director of the Ada County Highway District, the persons who executed this instrument on behalf of said Corporation, and acknowledged to me that such Corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public for the State of Idaho Residing at __________________, Idaho My Commission expires State of Idaho ) ) ss. County of Ada ) On this _____ day of ___________, 2018, before me,___________________________, a Notary Public in and for the said State, personally appeared Ken Lawson, known or identified to me to be an authorized member of KACI WSC, LLC, the limited liability company that executed the instrument or the person who executed the instrument on behalf of said limited liability company, and acknowledged to me that such company executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public for the State of Idaho Residing at __________________, Idaho My Commission expires EXHIBIT A Legal Description of ACHD Property / EXHIBIT B Legal Description of KACI Property / / EXHIBIT C Legal Description and Graphic Depiction of Easement Premises / [continued on next page] /