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PZ - Road Construction Cooperative Development Agreement Updated Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F AMENDED AND RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT THIS AMENDED AND RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT (this "Agreement") is made and entered into as of the date last set forth below (the "Effective Date"), by and among 10 MILE FRANKLIN, LLC, an Idaho limited liability company (10 Mile") and HOTEL-SLC, LLC, an Idaho limited liability company ("Hotel-SLC"). 10 Mile and Hotel-SLC are sometimes collectively referred to as the "Parties" and individually as a "Party." RECITALS A. Hotel-SLC owns that certain real property legally described on Exhibit A, attached hereto and made a part hereof(the "Hotel-SLC Property"and sometimes referred to herein as"parcel#1215131400"). B. 10 Mile owns that certain real property legally described on Exhibit B, attached hereto and made a part hereof (the 10 Mile Property"), which 10 Mile Property is located immediately north of the Hotel-SLC Property. C. In April, 2021, 10 Mile made application to the City of Meridian (the "City") for annexation, zoning, and concept plan review (collectively, the "Initial City Applications") in connection with the 10 Mile Property for a development then known as "The Ten @ Meridian" and now known as "Outer Banks Subdivision." D. The concept plan associated with the Initial City Applications depicted a proposed public road (commonly known as W. Cobalt Drive) extending from an existing approach on S. Ten Mile Road on and over a portion of the 10 Mile Property and then extending on and over a portion of the Hotel-SLC Property, as conceptually depicted on Exhibit C, attached hereto and made a part hereof. The portion of W. Cobalt Drive shown on Exhibit C and located on the Hotel-SLC Property is sometimes referred to herein as the "Off-Site Segment." E. Hotel-SLC objected to the Initial City Applications because Hotel-SLC had not given permission to 10 Mile to design the development of the 10 Mile Property with the Off-Site Segment on the Hotel-SLC Property. The City acknowledged Hotel-SLC's objection and approved the Initial City Applications on July 27, 2021, with the following condition of approval: Prior to submittal of a preliminary plat application, the applicant [that is, 10 Mile] shall execute a mutual agreement with the property owner of parcel #1215131400 [that is, Hotel-SLC] on the terminus of W. Cobalt Dr. in conformance with the approved concept plan. If a mutual agreement cannot be reached, the applicant shall design and construct the half section of W. Cobalt Dr., so that the center line for the portion that abuts parcel #1215131400 is along the shared property boundary, with the centerline of W. Cobalt Dr. eventually turning southwest (proceeding from east to west)to allow for a stub in a location to be approved by ACHD. The parties entered into that certain Road Construction and Cooperative Development Agreement, dated August 27, 2021 (the "Original Agreement") in an attempt to reach such mutual agreement. F. The Original Agreement stated that 10 Mile anticipated submitting a preliminary plat application to the City in connection with the 10 Mile Property (the "Preliminary Plat Application") as soon as practicable after the execution of the Original Agreement, and that the Preliminary Plat Application would include preliminary road, utility and landscape design plans (the "Preliminary Design Plans") for the Off-Site Segment. Further, the Preliminary Plat Application was to include an explanation that the Preliminary Design Plans for the Off-Site Segment were to be reviewed by the applicable governmental agencies (collectively, the "Governmental Agencies") as part of the Preliminary Plat Application to ensure that the Project, including the Off-Site Segment, could and would be constructed in the first phase of development of Outer Banks Subdivision. AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-1 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F G. 10 Mile submitted the Preliminary Plat Application to the City without the Preliminary Design Plans for the Off-Site Segment. Hotel-SLC reminded 10 Mile of 10 Mile's obligation to provide the Preliminary Design Plans, and Hotel-SLC expressed to the City that, because such Preliminary Design Plans had not been completed as contemplated, the hearing on the Preliminary Plat Application was best delayed to allow review of the Preliminary Design Plans to catch up with the review of the Preliminary Plat Application. H. 10 Mile has requested that Hotel-SLC not object to the Preliminary Plat Application being heard by the City's Planning & Zoning Commission ("Commission") on November 4, 2021. 10 Mile verbally has assured Hotel-SLC that the Preliminary Design Plans will be completed, submitted, road width has been approved and remaining elements of the Preliminary Design Plans are under review by the applicable Governmental Agencies prior to the City's Council's review of the Preliminary Plat Application. Hotel-SLC has agreed not to object to the Preliminary Plat Application being heard by the Commission provided: (i) this Agreement is executed prior to the Commission hearing; (ii) the terms and conditions of this Agreement to be completed prior to such hearing have been completed; and (iii) 10 Mile agrees to a condition of Preliminary Plat approval that requires W. Cobalt Drive, including the Off-Site Segment, to be completely constructed as part of the first phase of Outer Banks Subdivision. I. The Parties desire to use good faith efforts to cooperate in order to, without limitation: (1) provide for completion of the Preliminary Design Plans for the Project; (2) provide for the complete construction of the Project; (3) provide for the allocation and payment of the Project Costs, defined below; (4) contribute a portion of the Hotel-SLC Property (the "Hotel-SLC ROW")to Ada County Highway District ("ACHD"); and (4) contribute certain real property owned by 10 Mile (the 10 Mile Surplus Property") to Hotel-SLC. The Hotel-SLC ROW and the 10 Mile Surplus Property are conceptually depicted on Exhibit C. J. Based upon the complexity and duration of the Project, the Parties contemplate that this Agreement shall be modified, amended, updated and/or amended and restated as provided herein, which may reflect updated requirements of Governmental Agencies having jurisdiction over the Project. AGREEMENT NOW THEREFORE, in consideration of the recitals above, which are incorporated herein, and other good and valuable consideration, the receipt and sufficiency is hereby acknowledged, the Parties hereby declare and agree, as follows: 1. Defined Terms. "Construction Manager" shall mean an employee or contractor of 10 Mile, who shall coordinate and supervise the construction of the Project and shall provide periodic status reports to 10 Mile and Hotel-SLC. "Engineer's Estimate" means an estimate of the Project Costs prepared by the Project Engineer, defined below. "Off-site Segment Improvements" means that portion of the Improvements, defined below, associated with the Off-Site Segment. "Project" consists of, and is defined collectively as, the design, construction and improvement of public transportation improvements (including, without limitation, bicycle and pedestrian improvements), utility improvements (including, without limitation, water, sewer, and storm drainage) required by utility providers and/or the City, and landscape improvements required by the City and/or ACHD (all of the above sometimes referred to herein as the "Improvements" or the "Project Improvements") in connection with W. Cobalt Drive extending from the existing approach on S. Ten Mile Road on, over, across, under and through the 10 Mile Property and the Hotel-SLC Property, in the general location conceptually depicted on Exhibit C. The conceptual AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-2 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F design of the road portion of the Project is based, in part, on 10 Mile's preliminary discussions with ACHD and ACHD's May 17, 2021 comments in connection with the Initial City Applications, which comments list possible findings for consideration that ACHD may identify when ACHD reviews 10 Mile's future development applications (i.e., the Preliminary Plat Application), and recommends that, with the future development applications, 10 Mile be required to construct a 46-foot wide collector street section with vertical curb, gutter, and 5-foot wide detached (or 7-foot wide attached) concrete sidewalks within a 70-foot right-of-way. "Project Costs" refers to all costs of completing the Project, including, without limitation: (i) all design, permitting, construction, testing and inspection costs in connection with the Project and utilities required by utility providers and the City; (ii) compensation for the Project Engineer and Construction Manager; (iii) any and all legal costs of Hotel-SLC associated with the preparation, review, negotiation and enforcement of this Agreement from and after November 1, 2021; (iv) any and all reasonable consulting costs billed to Hotel-SLC by The Land Group from and after November 1, 2021 associated with the Agreement and review of the Preliminary Design Plans and Construction Drawings, defined below; and (v) all other costs related to and reasonably necessary for completion of the Project, excluding: costs associated with any land use development approvals in connection with Outer Banks Subdivision located on the 10 Mile Property. "Project Engineer" shall mean an engineer licensed in the State of Idaho and engaged by 10 Mile to manage and coordinate the design, permitting, testing, inspection and certification of the Project. 2. Preliminary Plat. 10 Mile, at 10 Mile's sole cost and expense, shall present the Preliminary Plat Application for Outer Banks Subdivision (the "Preliminary Plat") to the Commission on November 4, 2021, and shall advise the Commission that: (i) 10 Mile is continuing to work with Hotel-SLC to complete the Preliminary Design Plans for the Off-Site Segment; (ii) assuming the Commission recommends approval of the Preliminary Plat to the City's City Council ("Council"), 10 Mile requests that the Preliminary Plat be heard by the Council only after the Preliminary Design Plans for the Off-Site Segment have been completed, submitted, road width has been approved, and remaining elements of the Preliminary Design Plans are under review by the applicable Governmental Agencies; and (iii) 10 Mile requests that the Commission adopt a condition of approval for the Preliminary Plat that requires the Project to be completely constructed during the first phase of development of the Outer Banks Subdivision. 3. Construction Drawings. 10 Mile shall use good faith efforts to complete, and work diligently with the applicable Governmental Agencies in connection with approval of construction drawings for the Project Improvements as soon as practicable following approval of the Preliminary Plat, which construction drawings shall be designed in compliance with, without limitation, the standards of the American Association of State Highway and Transportation Officials and the standards and specifications set forth in the ACHD Policy Manual (the "Construction Drawings"). 10 Mile shall pay all applicable fees in connection with review of the Construction Drawings and any related design plans in connection with the Project Improvements. 10 Mile shall obtain any necessary third-party consents required by the applicable Governmental Agencies for the Governmental Agencies' possession and potential use of the Construction Drawings. In the event 10 Mile fails or neglects to perform 10 Mile's obligations hereunder, all ownership interest in the Construction Drawings shall be transferred by 10 Mile to the applicable Governmental Agencies at no cost to such Governmental Agencies, and such Governmental Agencies may use the Construction Drawings for any use whatsoever including, without limitation, completion of the Project Improvements. 4. Engineer's Estimate. Concurrently with preparation of the Construction Drawings, the Project Engineer shall prepare a good-faith estimate of the total Project Costs in the form of the Engineer's Estimate, with such Engineer's Estimate including, without limitation, separate line items for: (i) engineering, design, and hard costs for the construction of the Project on the 10 Mile Property; and (ii) engineering, design, and hard costs for the construction of the Project on the Hotel-SLC Property. AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-3 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F 5. Construction Contract. As soon as practicable after the Governmental Agencies have approved the Construction Drawings, 10 Mile shall solicit a minimum of three (3) bids for construction of the Project Improvements in compliance with the approved Construction Drawings. 10 Mile shall review the bids with Hotel-SLC and determine the lowest responsive bidder acceptable to the applicable Governmental Agencies. 10 Mile shall thereafter enter into a construction contract acceptable to the Governmental Agencies and Hotel-SLC in connection with the Project Improvements (the "Construction Contract"). 10 Mile and the Construction Manager shall provide for construction of the Project in compliance with the Construction Contract and the Construction Drawings and shall diligently prosecute such construction to completion. Upon execution of the Construction Contract, the Project Costs reflected in the Engineer's Estimate, shall be inserted this Agreement as Exhibit D and a schedule for completion of the Project shall be attached hereto as Schedule 1 (the "Project Schedule"), each via mutually executed written amendment to this Agreement. 6. Property Dedication. Completion of the Project requires the Hotel-SLC ROW to be dedicated to ACHD (in addition to any required dedication(s) on the 10 Mile Property) (the 10 Mile ROW"). During development of the Construction Drawings, the Hotel-SLC ROW and the 10 Mile ROW shall be definitively surveyed by 10 Mile and legal descriptions drafted, at 10 Mile's sole cost and expense (collectively, the "Survey"). The Survey shall be provided to Hotel-SLC for approval, which approval shall not be withheld, conditioned, or delayed so long as the Survey conforms with the Construction Drawings, and the Survey shall be provided to ACHD for ACHD's approval. Following approval of the Survey by both Hotel-SLC and ACHD, Hotel-SLC shall timely dedicate to ACHD such Hotel-SLC ROW, and 10 Mile shall timely dedicate to ACHD such 10 Mile ROW, with warranty deed(s) (consistent in form with ACHD Policy) to be recorded at such time as required by ACHD. In the event of any excess or unused right-of- way, the Parties shall work with ACHD to have ACHD convey such excess or unused right-of-way, according to law and ACHD Policy, to any property owner adjacent to such excess or unused right-of- way. 7. License. While 10 Mile is preparing the Preliminary Design Plans, and during the term of construction, as identified in the Project Schedule, 10 Mile and 10 Mile employees, contractors, agents, successors, assigns and invitees (collectively, the 10 Mile Agents") shall have permission and license to use the Hotel-SLC ROW and an area of the Hotel-SLC Property ten (10)feet beyond the Hotel-SLC ROW (the "License Area") for, without limitation, ingress and egress on, over, across, under and through the Hotel-SLC Property for the purpose of: delivering personal property and equipment to the Hotel-SLC Property; testing; surveying; and for grading and construction in connection with completion of the Project Improvements. 8. Construction Obligations. 10 Mile shall cause the work in connection with the construction of the Project Improvements to be performed in a good workmanlike manner and in compliance with all applicable laws, ordinances, rules, regulations and requirements of Governmental Agencies. At all times during the performance of the work in connection with the Project Improvements, and for at least one (1) year following the completion of such work, 10 Mile shall carry liability insurance covering 10 Mile activities in connection with such work, as reasonably approved by Hotel-SLC. 10 Mile shall cause Hotel-SLC to be named as an additional insured under such insurance. 10 Mile agrees to indemnify, hold harmless and defend Hotel-SLC from and against any and all losses, damages, claims, actions, liabilities, costs and expenses to which Hotel-SLC and/or any of the Governmental Agencies may become subject, arising out of or based upon the work in connection with the Project Improvements due to the negligence of 10 Mile employees, contractors, agents, successors, assigns, and invitees. 10 Mile shall not create, or permit to be created or to remain, any mechanics' or materialmens' liens against the Hotel-SLC Property. 9. Proiect Funding. Hotel-SLC shall be responsible for that portion of the Project Costs equal to fifty percent (50%) of the hard construction costs for that portion of the Project Improvements located within the Hotel-SLC ROW (the "Hotel-SLC Cost Contribution"), and 10 Mile shall be responsible for the remainder of the Project Costs (the 10 Mile Cost Contribution"). The Hotel-SLC Cost Contribution and the 10 Mile Cost Contribution are sometimes collectively referred to herein as the AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-4 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F "Cost Contributions." Within five (5) business days of execution of the Construction Contract and prior to 10 Mile issuing a notice to proceed to the contractor pursuant to the Construction Contract, Hotel-SLC and 10 Mile shall each deposit their respective portion of the Cost Contributions into a construction escrow account with First American Title Insurance Company ("Escrowee"), which Cost Contributions shall be disbursed in connection with the Construction Contract and shall not be released, in whole or part, until the Parties are satisfied that applicable liens have been satisfied and released. The Parties shall enter into an escrow agreement reasonably acceptable to the Parties and the Escrowee governing the obligations of the Parties with respect to the Cost Contributions (the "Cost Contributions Escrow Agreement"), which Cost Contributions Escrow Agreement shall otherwise be consistent with the obligations of the Parties as provided further herein. Notwithstanding anything to the contrary herein, on or before the execution of this Agreement, 10 Mile shall deposit with Escrowee, the sum of Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00) (the "Security Deposit") to secure 10 Mile's performance of 10 Mile's obligations in connection with this Agreement using escrow instructions substantially similar to the escrow instructions attached hereto as Exhibit E and made a part hereof. In the event the Security Deposit, in whole or in part, is being held by Escrowee at the time the Parties enter into the Cost Contributions Escrow Agreement, the Escrowee shall transfer any portion of the Security Deposit held by Escrowee into the Cost Contribution Escrow Agreement as a portion of the 10 Mile Cost Contribution. Provided further, on or before the execution of this Agreement, Erik Pilegaard shall deliver to Hotel-SLC a guaranty substantially similar to the guaranty attached hereto as Exhibit F and made a part hereof, personally guarantying 10 Mile's performance of 10 Mile's obligations in connection with this Agreement. 10. True-Up Contribution. If, in the course of the applicable Governmental Agency review of the Preliminary Plat, the dimensions of W. Cobalt Drive are required to be modified by the applicable Governmental Agency such that the right-of-way width of Cobalt Drive is widened beyond the dimensions identified in the definition of Project (the "Initial Dimensions"), then 10 Mile shall pay to Hotel-SLC a "True-Up Contribution" calculated, as follows: the number of additional square feet in excess of the Initial Dimensions on the Hotel-SLC Property shall be multiplied by Eleven and No/100 Dollars ($11.00) per square foot. The True-Up Contribution shall be paid by 10 Mile directly to Hotel-SLC concurrently with 10 Mile's payment of 10 Mile's Cost Contribution to the Escrowee. 11. 10 Mile Surplus Property Contribution. Within five (5) business days (the "Closing Date") of the earlier of completion of construction of the Project Improvements or recordation of a final plat of that portion of the 10 Mile Property that includes the 10 Mile Surplus Property, 10 Mile shall convey the 10 Mile Surplus Property to Hotel-SLC. Such conveyance shall be subject to the following: 11.1. Title Matters. Within ten (10) business days of the Governmental Agencies' approval of the Construction Drawings, 10 Mile shall deliver or cause to be delivered to Hotel- SLC a commitment for an owner's title insurance policy covering the 10 Mile Surplus Property in the amount of the fair market value of the same, with standard form coverage together with legible copies of all documents referenced therein as exceptions, showing marketable and insurable title to the Property to be in 10 Mile subject only to: (i) title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount that shall be removed by 10 Mile on or before the Closing Date; (ii) standard exceptions printed by the title insurer; and (iii) title exceptions approved by Hotel-SLC, which approval shall not be unreasonably withheld, conditioned, or delayed (collectively, the "Permitted Exceptions"). 10 Mile and Hotel-SLC shall reasonably cooperate, at no cost to Hotel-SLC, to resolve any unpermitted exceptions identified by Hotel-SLC prior to the Closing Date. Hotel-SLC shall not object to any title exceptions as identified in that certain undated title commitment no. 735017 issued by Old Republic National Title Insurance Company and received by Hotel-SLC on August 25, 2021. The conveyance shall be by special warranty deed, subject to the Permitted Exceptions. AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-5 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F 11.2. Representations by 10 Mile Regarding the 10 Mile Surplus Property. 10 Mile further represents and warrants as to the 10 Mile Surplus Property, as follows: 11.2.1. Taxes. All business, real estate or any other taxes due and payable with respect to the 10 Mile Surplus Property for periods prior to the Closing Date will have been or shall be paid by 10 Mile on or before the Closing Date. 11.2.2. Legal Compliance. To 10 Mile's knowledge, the 10 Mile Surplus Property, and the current use and operation thereof, are in material compliance with applicable county, state and other governmental laws, ordinances, regulations, licenses, permits and authorizations and there exists no condition with respect to 10 Mile's use, occupancy or operation of the same that materially violates applicable environmental, zoning, building, health, fire or other applicable law, ordinance or regulation. 11.2.3. Toxic or Hazardous Substances. To 10 Mile's knowledge without requirement of independent investigation, no Toxic or Hazardous Substance (as defined below) or storage tanks containing Toxic or Hazardous Substance, exist in, on, under or about the 10 Mile Surplus Property, nor has any Toxic or Hazardous Substance previously been in, on, under or about the 10 Mile Surplus Property (except as set forth below). To 10 Mile's knowledge, no pending or threatened litigation, proceedings or investigations exist before or by any administrative agency in which any person or entity alleges the presence, release, threat of release, placement in, on, under or about the 10 Mile Surplus Property, or the generation, transportation, storage, treatment or disposal at the 10 Mile Surplus Property of any Toxic or Hazardous Substance. For purposes of this Agreement, the term "Toxic or Hazardous Substance" means any substance that has been determined by any applicable regulation, law, order or rule, or any proposed regulation, law, order or rule, promulgated by any governmental agency of appropriate jurisdiction, in each case as may be amended, to constitute a toxic and/or hazardous waste or toxic and/or hazardous substance or petroleum product. 11.2.4. No Mechanic's Liens. To 10 Mile's knowledge, there are no unrecorded mechanic's or materialmen's liens or any claims for such liens that exist affecting the 10 Mile Surplus Property as of the Effective Date. As of the Closing Date, no work or material shall be performed or furnished by 10 Mile for which payment will not have previously been made. The 10 Mile Surplus Property shall otherwise be in its as-is, where-is condition without warranty, including warranties as to Hotel-SLC's intended purpose for the 10 Mile Surplus Property. 11.3. Closing. The closing of the conveyance of the 10 Mile Surplus Property shall be conducted at the offices of Escrowee. General real estate taxes and all other levies and charges against the 10 Mile Surplus Property for the year of the date on which the conveyance occurs shall be prorated on the basis of the most recent ascertainable tax bills or assessments. Standard coverage title insurance premiums and any impositions on 10 Mile on the conveyance shall be paid by 10 Mile. Extended and/or lender coverage title insurance premiums and endorsements, if any, shall be paid by Hotel-SLC. Escrow fees relating to the transaction contemplated herein shall be equally divided between the Parties. All recording fees in connection with the conveyance shall be paid by 10 Mile. 12. Future Development of Hotel-SLC Property. By entering into this Agreement, Hotel- SLC recognizes and agrees that 10 Mile makes no representations or warranties regarding the possibility of future modifications of applicable requirements of governments having jurisdiction, including, without limitation, the City or ACHD, in connection with any future development of the Hotel-SLC Property. 13. Notices. Any and all notices, demands, requests or other communications required under this Agreement, shall be in writing and shall be deemed properly served or delivered, if delivered by AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-6 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F hand to the party to whose attention it is directed, or when sent, three (3) business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt request, or one (1) day after deposit with a nationally recognized air carrier providing next day delivery, or if sent via electronic transmission, when received, addressed as follows: For 10 Mile: For Hotel-SLC: c/o Erik Pilegaard c/o Brian G. Black 837 Jefferson Blvd. 16155 N. High Desert Street West Sacramento, CA 95691-3205 Nampa, Idaho 83687 erik(a)elkventures.net bgblack(a)ameritel inns.com With a copy to: With a copy to: Clark Wardle, LLP Butler Spink, LLP c/o Hethe Clark c/o JoAnn Butler 251 E. Front Street, Suite 310 967 E. Parkcenter Blvd. #313 Boise, Idaho 83702 Boise, Idaho 83706 hclarkCcDclarkwardle.com ibutler(a)butlerspink.com Either Party shall give notice to the other party of any change of their address for the purpose of this section by giving written notice of such change to the other in the manner herein provided. 14. Default; Cure. Failure or unreasonable delay by any Party to perform or otherwise act in accordance with any term or provision of this Agreement for a period of thirty (30) days following written notice thereof from the other Party (the "Cure Period") (three (3) business days following any failure to make a monetary payment, including Cost Contribution per Section 7 hereof), shall constitute a default under this Agreement; provided, however, that if the failure or delay is such that more than thirty (30) days would reasonably be required to perform such action or comply with any term or provision hereof, then such Party shall have such additional time as may be reasonably necessary to perform or comply so long as such Party commences performance or compliance within such 30-day period and diligently proceeds to complete such performance or fulfill such obligation (the "Extended Cure Period"). The written notice provided for above shall specify the nature of the alleged default and the manner in which said default may be satisfactorily cured, if possible. In the case of any such default that cannot with diligence be cured within the Cure Period or the Extended Cure Period, then the time allowed to cure such failure shall be extended for such period as may be necessary to complete the curing of the same with diligence and continuity. Subject to Section 1.6 below, in the event either Party fails or neglects to perform its obligations under the terms and provisions of this Agreement in the time and manner required herein, the other Party hereto shall be entitled to all remedies available at law or in equity. 15. Miscellaneous Provisions. 15.1. Representations and Warranties. Hotel-SLC represents and warrants that it has full power and authority to enter into this Agreement and complete the transactions identified herein. 10 Mile represents and warrants that it has full power and authority to enter into this Agreement and complete the transactions identified herein including, without limitation, the conveyance of the 10 Mile Surplus Property identified herein. 15.2. Entire Agreement. This Agreement sets forth the entire understanding of the Parties with respect to the matters set forth in this Agreement as of the Effective Date; it supersedes all prior oral or written agreements of the Parties as to the matters set forth in this Agreement; and it cannot be altered or amended except by an instrument in writing, signed by the Parties. 15.3. Modifications. Based upon the complexity of the Project, the Parties contemplate that this Agreement shall be modified, amended, updated and/or amended and restated to reflect AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-7 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F changing conditions, and as the Project design is reviewed and approved by the applicable Governmental Agencies. No modifications, amendments, updates and/or amendments and restatements shall be effective unless in writing and signed by the Parties. 15.4. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their successors and assigns. This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and assigns. Any assignment of this Agreement shall not relieve the assigning Party of its obligations hereunder. 15.5. Severability; Construction. If any term or provision of this Agreement, to any extent, shall be held invalid or unenforceable, the remaining terms and provisions hereof shall not be affected thereby, but each such remaining term and provision shall be valid and enforced to the fullest extent permitted by law. The rule of strict construction does not apply to this Agreement. This Agreement shall be given a reasonable construction so that the intentions of the parties to confer a useable right of enjoyment, as provided herein, are carried out. 15.6. Dispute Resolution. In the event a disagreement arises between the Parties in connection with this Agreement, the Parties agree to first engage in good-faith mediation. The Parties agree to appoint a mediator within thirty (30) days of written demand for mediation by either Party, and to complete the mediation within forty-five (45) days of the appointment of the mediator. If the result of the mediation is unsatisfactory to either Party, then such Party may avail itself of any other remedies provided in this Agreement or at law or equity. 15.7. Enforcement; Attorneys' Fees. In the event of a breach of any term, covenant, restriction, or condition of this Agreement by any Party, the other Party shall have, in addition to the right to collect damages, the right to enjoin such breach or threatened breach in a court of competent jurisdiction. In the event a Party initiates or defends any legal action or proceeding in any way connected with this Agreement, the prevailing Party in any such action or proceeding (in addition to any other relief that may be granted, whether legal or equitable), shall be entitled to recover from the losing Party in any such action or proceeding its/their reasonable costs and attorneys' fees, including on appeal. All such costs and attorneys' fees shall be deemed to have accrued on commencement of any legal action or proceeding and shall be enforceable whether or not such action or proceeding is prosecuted to judgment. 15.8. Brokers. No brokers are involved in this transaction. In the event a claim for a brokerage commission is made against either Party, such Party shall indemnify, defend, and hold the remaining Party harmless from such claims. 15.9. Time of Essence. All times provided for in this Agreement or in any other instrument or document referred to herein or contemplated hereby for the performance of any act will be strictly construed, it being agreed that time is of the essence of this Agreement. 15.10. Waiver. The waiver by any Party of any right granted to it under this Agreement is not a waiver of any other right granted under this Agreement, nor may any waiver be deemed to be a waiver of a subsequent right obtained by reason of the continuation of any matter previously waived. 15.11. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Idaho. 15.12. Counterparts; Electronic Signatures. 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. This Agreement may be signed and delivered by pdf or other electronic means, either of which will be effective as an original. AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-8 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F 15.13. Exhibits. All Exhibits, Schedules and/or Figures to this Agreement are incorporated by reference and made a part of this Agreement as if the Exhibits, Schedules and/or Figures were set forth in their entirety in this Agreement; provided, however, if there is any conflict between the Exhibits, Schedules and/or Figures attached hereto and the provisions of this Agreement, the terms of this Agreement shall govern. 15.14. Further Acts and Cooperation. Each Party shall deliver to the other Party, from time to time, such further information, plans, instruments, records, or other documents or assurances as may be reasonably necessary to give full effect to this Agreement and to allow each Party fully to exercise such Party's obligations and enjoy such Party's rights accorded by this Agreement. 15.15. Unavoidable Delays. Each Party shall be excused from further performance under this Agreement as a consequence of any delays or defaults in the performance of this Agreement unavoidably caused by the act of any governmental authority, the act of any public enemy, acts of God, nature, war, war defense condition, strikes, walkouts or other causes beyond the control of the Party whose performance is impaired. 15.16. No Partnership. This Agreement shall not be interpreted or construed to create an association,joint venture, agency relationship, or partnership between the Parties or to impose any partnership obligation or partnership liability upon either Party. Neither Party shall have any right, power, or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Party. 15.17. Recording. A memorandum of this Agreement, substantially similar to the memorandum, attached hereto as Exhibit G and made a part hereof(the "Memorandum"), shall be signed by the Parties on or before the Effective Date and recorded in the public records of Ada County, Idaho as soon as practicable on or after the Effective Date. Simultaneous with execution of such Memorandum, 10 Mile and Hotel-SLC shall deliver a termination of the Memorandum in recordable form to the Escrowee, substantially similar to the termination, attached hereto as Exhibit H and made a part hereof, to be held in escrow pending the completion of the construction of the Project Improvements and acceptance of the Project Improvements by the applicable Governmental Agencies. [signature page follows] AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-9 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F 10 Mile and Hotel-SLC each have been duly authorized to execute this Amended and Restated Construction and Cooperative Development Agreement to be effective as of the Effective Date and each Party agrees to be bound by the terms and conditions set forth herein. HOTEL-SLC: 10 MILE: Hotel-SLC, LLC, 10 Mile Franklin, LLC, an Idaho limited liability company an Idaho limited liability company Authenti By: Franklin Mile Managers, LLC 33ylaZ qta& Its: Manager By: IT nan . lac , Manager By: Sunny Cove, LLC 11/03/2021 Its: AN�anqager Date: r &Wtwm By: z 1MW1EHd%tW, Manager 11/03/2021 Date: By: Elk-1 Managers, LLC Its: Manager By. rAuthenti Y&#aa d 11/&*RitegaaFd;Manager 11/03/2021 Date: SCHEDULE AND EXHIBITS: Exhibit A— Legal Description of Hotel-SLC Property Exhibit B — Legal Description of 10 Mile Property Exhibit C — Depiction of the Project and 10 Mile Surplus Property Exhibit D — Project Costs and Cost Contributions Exhibit E— Escrow Instructions Exhibit F— Personal Guaranty Exhibit G— Memorandum Exhibit H — Termination of Memorandum Schedule 1 — Construction Schedule AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-10 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F EXHIBIT A Legal Description of Hotel-SLC Property The South One-Half of the Northeast Quarter of Section 15, Township 3 North, Range 1 West, Boise Meridian, Ada County, Idaho. LESS AND EXCEPTING that portion described in Second Judgment and Decree of Condemnation in favor of The State of Idaho Transportation Board recorded August 15, 2012, as Instrument No. 112082280, Ada County Records. ALSO LESS AND EXCEPTING that portion deeded to Ada County Highway District in Warranty Deed recorded August 15, 2012, as Instrument No. 112082492, Ada County Records. AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-EXHIBIT A-1 of 1 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F EXHIBIT B Legal Description of 10 Mile Property T H;E 10 AST M ER IDIAN CITY OF MERIDIA44 ANNEXATION YM N9I I'd 'if the NF114 of SeLtIM 16, 7 W.A IW., A.M.. Ciry of Mwd an, Ada Caas+tp, vjm3 rove P�artcu and descnfsea as folcws- BEmINIVNO al NF- kor of"id rnt on 1,�frorn which the N1/4 corner of Laid tectlon '5 oea-s NEB 624920"V=.26AD.72 feet hence Werg the Eaai boundary Inn of aard Section 15 Souah 01Y 33'116"Wo:%I, 1 320.00 fee.o, N1f16 wm+ar of Reid eecliom 15q hence aloM*m Aaut bourtdary line of ire NE114 of the NE1A of said gealion 19 North 89,1$0="V'm7 . 1,921 18 rtm(Lo:PIV NE111-9 of mid swtAupl 1S. ■ tl�ew,a aderg We Weet bowKiiAry line,¢f NE 14 of the NE 1 Jed of said Section 15 N orth WNW'Eat 1 326.D6 f9010 t E i o 16 ct>mor of"id Gorton 15; mince warp zho Main beur-amy+ line of raid man 15 Souih W15'23'ESL, 1,120.37 f*I■t�t� F�EAL DINT r�F �EI:�N�IING. nt��ning�0.�3 �crx�s. mars ar ler�, 772 AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-EXHIBIT B-1 of 1 Authentisign ID:009C7EF8-60A1-4519-81 BA-FB9B1979622F EXHIBIT C Preliminary Depiction of the Project and 10 Mile Surplus Property l ,10 ■ !l . — \ _ r . Q - -- Cobalt Drive m-:-14 noQ$"AM cubmit a" F u4Hu€Fwns.cn �SO AM d Cabo Dfte 11tlrr1 Censroelw Cotrin n 9L LW d-d Ful Vfrdn 97.8% Dwm od!*%vmkvoon 22MS SF 8&4%d uw rnm -pru%9wv"mW Initial concept design with a 46-foot wide collector street section with vertical curb, gutter, and 5-foot wide detached (or 7-foot wide attached) concrete sidewalks within a 70-foot right-of-way Blue areas shown above to be dedicated to ACHD by Hotel-SLC; Pink areas shown above to be dedicated to ACHD by 10 Mile. The 10 Mile Surplus Property is shown above in orange. Specific legal descriptions and acreages to be inserted into this Exhibit C by written amendment upon preparation of the Survey, as further set forth in Section 6, above. As the Preliminary Design Plans for the Project Improvements are compiled this Exhibit C shall be amended. AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-EXHIBIT C-1 of 1 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F EXHIBIT D Project Costs and Cost Contributions [to be inserted once prepared in accordance with Section 5] 10 Mile Hotel-SLC Item Unit Unit Cost Quantity Cost($) Quantity Cost($) Project Total $ $ AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-EXHIBIT D-1 of 1 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F EXHIBIT E Escrow Instructions ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Escrow Agreement") is made as of the day of November, 2021 (the "Effective Date"), among First American Title Insurance Company ("Escrow Agent"), Hotel-SLC, LLC, an Idaho limited liability company ("Hotel-SLC"), and 10 Mile Franklin, LLC, an Idaho limited liability company (10 Mile"). Escrow Agent, Hotel-SLC and 10 Mile are collectively referred to herein as the "Parties" and each is individually referred to herein as a "Party." RECITALS A. Hotel-SLC and 10 Mile are parties to that certain Amended and Restated Construction and Cooperative Development Agreement, dated as of November , 2021 (the "Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. B. As provided in the Agreement, the Parties shall enter into this Escrow Agreement establishing an escrow to hold an amount equal to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (the "Security Deposit") to secure 10 Mile's performance of 10 Mile's obligations in connection with the Agreement. C. 10 Mile and Hotel-SLC have agreed that Escrow Agent shall hold in escrow(the "Security Deposit Escrow")the Security Deposit (sometimes referred to herein as the"Security Deposit Funds"). D. 10 Mile and Hotel-SLC are entering into this Escrow Agreement with Escrow Agent for the purpose of instructing Escrow Agent as to the administration of the Security Deposit Escrow and the disbursement of the Security Deposit Funds. NOW, THEREFORE, Escrow Agent, 10 Mile and Hotel-SLC hereby agree and covenant as follows: 1. Appointment of Agent. (a) 10 Mile and Hotel-SLC hereby appoint Escrow Agent to act as escrow agent for the Security Deposit Escrow and to act in accordance with the provisions of this Escrow Agreement, and Escrow Agent hereby accepts such appointment. (b) Escrow Agent shall hold and disburse the Security Deposit Funds in accordance with the terms and conditions of this Escrow Agreement. If there is any conflict between the terms and conditions of the Agreement and the terms and conditions of this Escrow Agreement, this Escrow Agreement shall govern. Except as expressly set forth herein, the Agreement is unmodified and shall continue in full force and effect in accordance with its terms. 2. Disbursement of the Security Deposit Funds. (a) Escrow Agent shall hold the Security Deposit Funds in an interest-bearing account, subject to 10 Mile providing Escrow Agent with a completed IRS Form 1-9 and paying the applicable fee(s)for an interest-bearing account. Escrow Agent shall not commingle the Security Deposit Funds with any other funds held by Escrow Agent. Any interest earned on the Security Deposit Funds shall belong to 10 Mile and shall be disbursed from time to time to, or as directed by, 10 Mile, and Hotel-SLC shall not have any right hereunder to object to the same. 10 Mile shall be responsible for all taxes due, if any, on all interest earned on the Security Deposit Funds. Except as provided further herein, 10 Mile and Hotel- SLC each shall be responsible for one-half of all costs and fees of Escrow Agent in administering this AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-EXHIBIT E-1 of 5 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F Escrow Agreement and the disbursement of the Security Deposit Funds. (b) In the event of default under the Agreement, upon written demand from Hotel-SLC to Escrow Agent, subject to the provisions of Section 2(d) below, Escrow Agent is authorized to disburse the Security Deposit Funds, less Escrow Agent's fees, to Hotel-SLC. (c) In the event Escrow Agent has not disbursed the Security Deposit Funds to Hotel-SLC under Section 2(b) above, and the Parties have established a Cost Contributions Escrow Agreement with Escrow Agent(as described further in Section 9 of the Agreement), Escrow Agent is authorized to disburse the Security Deposit Funds, less Escrow Agent's fees, into such Cost Contributions Escrow as a portion of the 10 Mile Cost Contribution and this Escrow Agreement shall, at such time, terminate. (d) If any Party makes a written demand upon Escrow Agent for disbursement of Security Deposit Funds, Escrow Agent shall promptly give written notice to the other Party of such demand. If Escrow Agent does not receive a written notice disputing such demand from such other Party within two (2) business days after the delivery of such written notice, then Escrow Agent is hereby authorized to deliver the Security Deposit Funds in question in the amount demanded to the Party making the demand. If Escrow Agent receives a written notice of dispute within such period, then Escrow Agent shall make no disbursement of the disputed Security Deposit Funds except as follows: (i)to the Party that originally demanded such Security Deposit Funds if and when Escrow Agent receives written notice from the objecting Party withdrawing its objection; (ii) in accordance with a written instruction signed by all Parties directing disbursement of such disputed Security Deposit Funds or any portion thereof; or(iii) in accordance with a final judgment or order of a court of competent jurisdiction that cannot be appealed and that directs disbursement of such disputed Security Deposit Funds or any portion thereof. 3. Concerning Escrow Agent. (a) Escrow Agent shall not have any duties or responsibilities to the Parties with respectto the Security Deposit Funds except those set forth herein and shall not incur any liability in acting in accordance with the provisions hereof. (b) Upon Escrow Agent's disbursement of the Security Deposit Funds in accordancewith the provisions of this Escrow Agreement, the Security Deposit Escrow shall immediately terminate and, except for any liabilities accruing hereunder prior to such disbursement, Escrow Agent shall have no further obligations or liabilities hereunder. (c) Escrow Agent shall be entitled to rely upon any order,judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. Escrow Agent may act in reliance upon any instrument or signature reasonably believed by Escrow Agent to be genuine and may, unless Escrow Agent has reason to believe otherwise, assume that any person purporting to give Escrow Agent notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (d) Nothing contained in this Escrow Agreement shall prevent Escrow Agent, upon advice of Escrow Agent's counsel, from complying with: (i) any federal, state or local law; (ii) any order of a court of competent jurisdiction; or(iii)the terms of any stay imposed in a bankruptcy or insolvency proceeding or otherwise. (e) In the event of litigation between Hotel-SLC and 10 Mile with respect to the Security Deposit Funds, Escrow Agent shall deliver the Security Deposit Funds to the clerk of the court in which such litigation is pending. The plaintiff in such litigation shall provide Escrow Agent with prompt written notice of the commencement of such litigation. Upon Escrow Agent's depositing all Security Deposit Funds with a court in accordance with this Section 3(e), the Security Deposit Escrow shall terminate and, except for any liabilities accruing hereunder prior to such deposit, Escrow Agent shall have no further obligations or liabilities hereunder. (f) In the event that the Parties give Escrow Agent conflicting instructions with respect to AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-EXHIBIT E-2 of 5 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F the Security Deposit Escrow or disbursement of Security Deposit Funds, Escrow Agent may request the Parties to provide Escrow Agent with joint written instructions signed by both Parties resolving such conflict and, if the Parties fail to give such joint instructions within five (5) business days after Escrow Agent's request therefor, Escrow Agent may, at its option, commence an action in interpleader against the Parties in the Fourth Judicial District state court in Idaho and deposit all of the Security Deposit Funds with such court. Upon Escrow Agent's depositing all Security Deposit Funds with the court in accordance with this Section 3(f), the Security Deposit Escrow shall terminate and, except for any liabilities accruing hereunder prior to such deposit, Escrow Agent shall have no further obligations or liabilities hereunder. Escrow Agent shall be entitled to recover from the Parties (who shall be jointly and severally liable therefor) all costs and expenses, including reasonable attorneys' fees, incurred by Escrow Agent in connection with any such interpleader action or with any other litigation between the Parties (provided that, as between Hotel-SLC and 10 Mile, the non-prevailing Party shall be solely responsible for payment of such costs and expenses of Escrow Agent). (g) The Parties shall jointly and severally indemnify, defend and hold Escrow Agent harmless from and against any and all claims, liability, loss, cost and expense, including reasonable attorneys' fees and court costs (collectively, "Claims") arising from the performance of Escrow Agent hereunder, except to the extent any such Claims arise from Escrow Agent's material breach of Escrow Agent's obligations hereunder or Escrow Agent's gross negligence, bad faith or misconduct. 4. Notices. All notices, demands, requests and other communications by any Party shall be in writing and either personally served or sent by regular United States mail, postage prepaid, or by email transmission to the authorized representative of the Party or Parties to be notified at the Party's or Parties'address set forth below, and shall be deemed properly served or delivered, if delivered by hand to the Party to whose attention it is directed, or when sent, three (3) days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested, or one (1)day after deposit with a nationally recognized air carrier providing next day delivery, or if sent via email transmission, when received. Any Party may change such Party's address at which the Party is to receive notices by giving notice to the other Parties as provided herein. Hotel-SLC: 10 Mile: c/o Brian G. Black c/o Erik Pilegaard 16155 N. High Desert Street 837 Jefferson Blvd. Nampa, Idaho 83687 West Sacramento, CA 95691-3205 bgblack(@ameritelinns.com erik(a)elkventures.net With a copy to: With a copy to: JoAnn C. Butler Clark Wardle, LLP Butler Spink, LLP c/o Hethe Clark 967 E. Parkcenter Blvd., #313 251 E. Front Street, Suite 310 Boise, ID 83706 Boise, Idaho 83702 Ibutler(c)butlerspink.com hclark(cDclarkwardle.com Escrow Agent: Tami DeJournett-Albert First American Title Insurance Company 2150 S. Bonito Way, Suite 100 Meridian, ID 83642 tdalbert(a)firstam.com 5. Governing Law; Jury Trial. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Idaho applicable to agreements made and to be performed entirely within such state, without regard to the conflicts of law principles of such state. Escrow Agent and the Parties each waive their right to a trial by jury in any action arising under this Escrow Agreement. AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-EXHIBIT E-3 of 5 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F 6. Successors. This Escrow Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Parties; provided, however, that except as expressly provided herein as to Escrow Agent, this Escrow Agreement may not be assigned by any Party without the prior written consent of the Parties; and provided further, however, this Escrow Agreement is not intended to and shall not give benefits, rights, privileges, actions and/o remedies to any person other than the Parties hereto as a third party beneficiary or otherwise. 7. Entire Agreement. This Escrow Agreement, together with the Agreement, contains the entire agreement and understanding between the Parties and Escrow Agent with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. 8. Amendments. Except as expressly provided in this Escrow Agreement, no amendment, modification, termination or cancellation of this Escrow Agreement shall be effective unless such shall be in writing and signed by each of the Parties hereto. 9. Counterparts Signatures. This Escrow Agreement, and any amendment hereto, may be executed in any number of counterparts and by each Party hereto on separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken togethershall constitute but one and the same instrument. 10. Attorneys' Fees. If any action or proceeding is commenced by any Party to enforce or interpret such Party's rights under this Escrow Agreement or to collect damages as a result of the breach of any of the provisions of this Escrow Agreement, then the prevailing Party or Parties in such action or proceeding shall be entitled to reasonable attorney fees and costs incurred in connection with such action prior to and at trial and on any appeal therefrom. Notwithstanding the foregoing to the contrary, the terms of Section 3(f)shall prevail with respect to Escrow Agent. [Signatures on Following Page] AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-EXHIBIT E-4 of 5 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F IN WITNESS WHEREOF, the Parties hereto having been duly authorized have executed and delivered this Escrow Agreement as of the Effective Date. Hotel-SLC: 10 MILE: Hotel-SLC, LLC, an Idaho limited liability company 10 Mile Franklin, LLC, an Idaho limited liability company By: By: Franklin Mile Managers, LLC Brian G. Black, Manager Its: Manager By: Sunny Cove, LLC Its: Manager ESCROW AGENT: By: First American Title Insurance Company Mark Engstrom, Manager By: By: Elk-1 Managers, LLC Tami DeJournett-Albert Its: Manager By: Erik Pilegaard, Manager AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-EXHIBIT E-5 of 5 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F EXHIBIT F Personal Guaranty GUARANTY AND SURETYSHIP AGREEMENT FOR VALUE RECEIVED, the undersigned ("Guarantor") hereby absolutely, unconditionally and irrevocably guarantees the full and prompt payment and performance and discharge of all obligations, undertakings, covenants, commitments, and liabilities of 10 Mile Franklin, LLC, an Idaho limited liability company ("10 Mile") to Hotel-SLC, LLC, an Idaho limited liability company ("Hotel-SLC") under and pursuant to that certain Amended and Restated Construction and Cooperative Development Agreement, dated as of November , 2021 (the "Agreement"). Capitalized terms used in this Guaranty and Suretyship Agreement (the "Guaranty"), and not otherwise defined, shall have the meanings ascribed to them in the Agreement. 1. Nothing shall discharge or satisfy the liability of Guarantor hereunder, except the full performance of all of 10 Mile's obligations, undertakings and liabilities under the Agreement. The obligations and commitments of Guarantor hereunder shall be absolute, irrevocable and unconditional. Guarantor hereby authorizes Hotel-SLC, in its sole and absolute discretion, at any time after the occurrence of an event of default under the Agreement, to proceed under this Guaranty against Guarantor for the full performance of 10 Mile's obligations under the Agreement and/or to Hotel-SLC, with or without Hotel-SLC taking any action against 10 Mile or any other obligor with respect to 10 Mile's obligations under the Agreement, and whether or not Hotel-SLC has proceeded against 10 Mile. 2. At any time and from time to time, without terminating, affecting or impairing the validity of this Guaranty or the obligations of Guarantor hereunder, Hotel-SLC may deal with 10 Mile in the same manner and as fully as if this Guaranty did not exist and shall be entitled, among other things, to grant to 10 Mile such extension or extensions of time to perform, or to waive any obligation of 10 Mile to perform, any act or acts as may seem advisable to Hotel-SLC. 3. The validity of this Guaranty, the obligations of Guarantor hereunder and the rights of Hotel-SLC to enforce this Guaranty by proceedings, whether by an action at law, suit in equity or otherwise, shall not be terminated, affected or impaired by reason of any filing by or against 10 Mile of a petition under any bankruptcy or reorganization law or for the appointment of a receiver, trustee or liquidator, or any application for a moratorium or for an arrangement with 10 Mile's creditors or a material part thereof, or the making by 10 Mile of a general assignment for the benefit of creditors, or the taking by 10 Mile of any action for the purpose of effecting any of the foregoing, or any proceedings, or any assignment by Hotel-SLC of any interest in the Agreement or this Guaranty. 4. The validity of this Guaranty and the obligations of Guarantor hereunder shall not be terminated, affected or impaired by reason of: (i) any compromise, alterations, renewal, extension, modification, amendment, termination or other charge of, or any waiver, consent, release (including any release of 10 Mile) or other action or omission or failure to act in respect of, any of the terms, covenants or conditions of the Agreement, any of the transactions contemplated thereby, or any of the documents referred to therein or any amendment, or change order thereto; (ii) any assignment by any person of any person of any interest under the Agreement, any of the transactions contemplated thereby, or any of the documents referred to therein; or (iii) any election of remedies by any person or the exercise by any person of, or any waiver or failure to enforce, any of the rights or remedies provided in the Agreement or otherwise. 5. The covenants and agreements of Guarantor in this Guaranty shall not be terminated, affected or impaired by reason of the existence, or the terms or provisions, of any other guaranty or guarantees to Hotel-SLC of the obligations of 10 Mile under the Agreement by any other guarantor or any other agreement or agreements to which 10 Mile or any other guarantor shall be a party and, notwithstanding any such guarantees, agreements, terms or provisions, the obligations of Guarantor shall be as herein expressed. AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-EXHIBIT F-1 of 2 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F 6. Hotel-SLC may proceed to protect and enforce any or all of its rights under this Guaranty by suit in equity, action at law or by other appropriate proceedings, whether for the specific performance of any covenants or agreements contained in this Guaranty, or otherwise, or to take any action authorized or permitted under applicable law, and shall be entitled to require and enforce the performance of all acts and things required to be performed hereunder by Guarantor. Each and every remedy shall, to the extent permitted by law, be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity. 7. If 10 Mile or Guarantor should at any time become insolvent or make a general assignment for the benefit of creditors, or if any petition in bankruptcy or any insolvency or reorganization proceedings shall be filed or commenced by, against or in respect of 10 Mile or Guarantor, which is not dismissed in ninety (90) days, any and all obligations of Guarantor hereunder shall, at Hotel-SLC's option, forthwith become due and payable without notice or demand. 8. Guarantor further promises to pay all reasonable expenses incurred by Hotel-SLC in connection with the enforcement of this Guaranty and any obligations due and payable hereunder, including attorney's fees. 9. No modification, rescission, waiver, forbearance, release or amendment of any provisions of this Guaranty shall be made, except by written agreement duly executed by Guarantor and Hotel-SLC. All remedies under this Guaranty shall be cumulative and not alternative. Any failure of Hotel-SLC to exercise any right hereunder shall not be construed as a waiver of the right to exercise that right or any other right, at any time and from time to time thereafter. Guarantor hereby waives presentment, demand for payment, protest, notice of protest, notice of dishonor, and any or all other notices or demands except as otherwise expressly provided for herein. This Guaranty shall be binding upon Guarantor's heirs, successors and assigns and shall inure to the benefit of the heirs, executors, successors and assigns of Hotel-SLC. 10. This Guaranty may not be assigned by Guarantor without Hotel-SLC's prior written consent. No assignment of this Guaranty shall relieve Guarantor from any liability or obligations hereunder, unless consented to by Hotel-SLC. This Guaranty shall be governed by the laws of the State of Idaho. Guarantor hereby consent to the jurisdiction of the courts of the State of Idaho sitting in Ada County with respect to any matter concerning this Guaranty and waives the right of trial by jury in the event of litigation involving this Guaranty. IN WITNESS WHEREOF, the undersigned has executed this Guaranty and Suretyship Agreement, as of November_, 2021. Erik Pilegaard AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-EXHIBIT F-2 of 2 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F EXHIBIT G Memorandum After Recording Return to: Butler Spink, LLP 967 E. Parkcenter Blvd. #313 Boise, Idaho 83706 FOR RECORDING INFORMATION MEMORANDUM BY THIS MEMORANDUM (the "Memorandum") entered into as of this day of November 2021, Hotel-SLC, LLC, an Idaho limited liability company, having an address at 16155 N. High Desert Street, Nampa, ID 83687 ("Hotel-SLC'), and 10 Mile Franklin, LLC, an Idaho limited liability company, having an address at 837 Jefferson Blvd., West Sacramento, CA 95691 (10 Mile"), declare and agree as follows: (i) 10 Mile owns that certain real property legally described on Exhibit A, attached hereto and made a part hereof(the 10 Mile Property"). (ii) Hotel-SLC owns that certain real property legally described on Exhibit B, attached hereto and made a part hereof(the "Hotel-SLC Property"). (iii) Upon and subject to the agreements, covenants and conditions set forth in that certain Amended and Restated Construction and Cooperative Development Agreement, dated November _ 2021 (the "Agreement"), Hotel-SLC and 10 Mile have agreed to have Improvements constructed on both the 10 Mile Property and the Hotel-SLC Property, and 10 Mile has agreed to convey to Hotel-SLC a portion of the 10 Mile Property. (ii) The Parties have the right to record this Memorandum pursuant to the Agreement for the purpose of placing the public on notice of the Agreement, all of the provisions of which are incorporated herein by reference with the same force and effect as if herein set forth in full. Nothing contained in this Memorandum is intended to or does modify or expand in any way any of the terms or provisions of the Agreement, and the Agreement shall determine and govern the rights and duties of Hotel-SLC and 10 Mile in all respects. (iii) Capitalized terms not defined herein shall have the meaning found in the Agreement. [signatures follow] AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-EXHIBIT G-1 of 2 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F IN WITNESS WHEREOF, the Parties have executed this Memorandum as of the date first written above. HOTEL-SLC: 10 MILE: Hotel-SLC, LLC, an Idaho limited liability company 10 Mile Franklin, LLC, an Idaho limited liability company By: Franklin Mile Managers, LLC By: Its: Manager Brian G. Black, Manager By: Sunny Cove, LLC Its: Manager By: Mark Engstrom, Manager By: Elk-1 Managers, LLC Its: Manager By: Erik Pilegaard, Manager STATE OF IDAHO ) )ss. County of Ada ) This record was acknowledged before me on 2021 by Brian G. Black as Manager of Hotel- SLC, LLC. Signature of notary public My Commission Expires: STATE OF ) )ss. County of ) This record was acknowledged before me on 2021 by Mark Engstrom, Manager of Sunny Cove, LLC, Manager of Franklin Mile Managers, LLC, Manager of 10 Mile Franklin, LLC. Signature of notary public My Commission Expires: STATE OF ) )ss. County of ) This record was acknowledged before me on 2021 by Erik Pilegaard, Manager of Elk-1 Managers, LLC, Manager of 10 Mile Franklin, LLC. Signature of notary public My Commission Expires: [ATTACH EXHIBITS A& B] AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-EXHIBIT G-2 of 2 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F EXHIBIT H Termination of Memorandum After Recording Return to: Butler Spink, LLP 967 E. Parkcenter Blvd. #313 Boise, Idaho 83706 FOR RECORDING INFORMATION TERMINATION OF MEMORANDUM BY THIS TERMINATION OF MEMORANDUM entered into as of this day of 2021, Hotel-SLC, LLC, an Idaho limited liability company, or its nominee ("Hotel-SLC"), and 10 Mile Franklin, LLC, an Idaho limited liability company (10 Mile")declare and agree as follows: Hotel-SLC and 10 Mile executed a certain Memorandum, dated November—, 2021 and recorded such Memorandum in the real property records of Ada County, Idaho on November_, 2021, as Instrument No. . The parties wish to terminate and discharge the Memorandum of record by the recording of this Termination of Memorandum to be recorded in the real property records of Ada County, Idaho. HOTEL-SLC: 10 MILE: Hotel-SLC, LLC, an Idaho limited liability company 10 Mile Franklin, LLC, an Idaho limited liability company By: Franklin Mile Managers, LLC By: Its: Manager Brian G. Black, Manager By: Sunny Cove, LLC Its: Manager By: Mark Engstrom, Manager By: Elk-1 Managers, LLC Its: Manager By: Erik Pilegaard, Manager [notaries follow] AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-EXHIBIT H-1 of 2 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F STATE OF IDAHO ) )ss. County of Ada ) This record was acknowledged before me on 2021 by Brian G. Black as Manager of Hotel- SLC, LLC. Signature of notary public My Commission Expires: STATE OF ) )ss. County of ) This record was acknowledged before me on 2021 by Mark Engstrom, Manager of Sunny Cove, LLC, Manager of Franklin Mile Managers, LLC, Manager of 10 Mile Franklin, LLC. Signature of notary public My Commission Expires: STATE OF ) )ss. County of ) This record was acknowledged before me on 2021 by Erik Pilegaard, Manager of Elk-1 Managers, LLC, Manager of 10 Mile Franklin, LLC. Signature of notary public My Commission Expires: AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-EXHIBIT H-2 of 2 Authentisign ID:009C7EF8-60A1-4519-81BA-FB9B1979622F SCHEDULE1 Estimated Schedule for Completion of the Project. [to be inserted once prepared in accordance with Section 5] AMENDED&RESTATED CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-SCHEDULE 1 -1 of 1