Warranty Deed (Eagle & Ustick) recorded 200622 V1PioneeffltleCo.
$91N6 9FYOND
3151 W. Rifleman Street
Boise, ID 83704
ELECTRONICALLY RECORDED -DO NOT
REMOVE THE COUNTY STAMPED FIRST
PAGE AS IT IS NOW INCORPORATED AS
PART OF THE ORIGINAL DOCUMENT
File No.676213 SRM/JAS
ADA COUNTY RECORDER Phil McGrane 2020-075456
BOISE IDAHO Pgs=2 BONNIE OBERBILLIG 06/19/2020 02:59 PM
PIONEER TITLE COMPANY OF ADA COUNTY $15.00
WARRANTY DEED
For Value Received Robert J. Knudson, Jr as Trustee of The Sun Valley Charitable Remainder
Trust, UTA/D July 1, 2019
hereinafter referred to as Grantor, does hereby grant, bargain, sell, warrant and convey unto
Wadsworth Meridian, LLC, a Utah limited liability company
hereinafter referred to as Grantee, whose current address is 166 East 14000 South 4210 Draper, UT
84020
The following described premises, to -wit:
See Exhibit A attached hereto and made a part hereof,
To HAVE AND TO HOLD the said premises, with their appurtenances unto the said Grantee(s), and
Grantees(s) heirs and assigns forever, And the said Grantors) does (do) hereby covenant to and with the
said Grantee(s), the Grantor(s) is/are the owner(s) in fee simple of said premises; that said premises are
free from all encumbrances EXCEPT those to which this conveyance is expressly made subject and those
made, suffered or done by the Grantee(s); and subject to U.S. Patent reservations, restrictions,
dedications, easements, rights of way and agreements, (if any) of record, and current years taxes, levies,
and assessments, includes irrigation and utility assessments, (if any) which are not yet due and payable,
and that Grantor(s) will warrant and defend the same from all lawful claims whatsoever.
Remainder Trust, U/A/D July 1, 2019
State of Idaho, County of _ JdAnOV4'
This record was acknowledged before me on 61 __ y Robert J. Knudsen, Jr, as Trustee of
Sun V Iley Charitable Re n • Trust U/ July 1, 2019 .
MELINDA ORRAY
S COMMISSION #128179
C mission Expires: NOTARY PUBLIC
R ���� STATE OF IDAHO
EXHIBIT A
A parcel of land lying in the NE'/ of the NE E/, of Section 3, Township 3 North, Range I East, Boise Meridian, Ada
County, Idaho, said parcel is also known as Parcel B of Record of Survey No. 6418, recorded February 13, 2004 as
Itstrument No. 104016722, of official records, being more particularly described as follows:
COMMENCING at a found brass cap marking the Northeast corner of said Section 5, Township 3 North, Range I
East, Boise Meridian, Ada County, Idaho, said brass cap bears North 89039'20" East 2656.46 feet from a set 5/8"
iron pin marking the North quarter corner of said Section 5, said brass cap also bears North 00°00'00" West 2611,41
feet (formerly 2611.50 feet) from a found brass cap marking the East quarter corner of said Section 5;
Thence South 00°00'00" East 400.00 feet along the East boundary of the said NE V, of the NE % of Section 5 to a
point;
Thence North, 84006'00" West (formerly North 83127'47" West and North 84'04' West) 51.29 feet to a set 5/8" iron
pin lying on the Westerly right-of-way of State Highway 55 (Eagle Road), said pin also marking the REAL POINT
OF BEGINNING;
Thence continuing North 84°06'00" West (formerly North 84004' West) 428.70 feet to a set 5/8" iron pin;
Thence North 81°54'00" West 24.72 feet to a set 5/8" iron pin;
Thence North 01'05'59" East (formerly North 1024'39" East 316.81 feet) 319.26 feet to a found 5/8" iron pin lying
on the Southerly right-of-way of Ustick Road;
Thence North 89°39'20" East 452.81 feet along the said Southerly right-of-way of Ustick Road to a set 5/8" iron pin
marking the right-of-way Intersection of said Ustick Road and said State Highway 55 (Eagle Road);
Thence South 0I ° 14'39" West 369.56 feet along the said Westerly right-of-way of State Highway 55 (Eagle Road)
to the POINT OF BEGINNING.
EXCEPTING THEREFROM a parcel of land being, a portion of that tract of land as described in Warranty Deed
Instrument No. 106009522, Ada County Records, said parcel being situated in the NE'/e of the NE'/, of Section 5,
Township 3 North, Range 1 East, Boise Meridian, Ada County, Idaho, is more particularly described as follows:
COMMENCING at the Northeast corner of said Section 5;
Thence along the North line of said section North 89044'39" West, 42.45 feet,
Thence leaving said section line South 01 °50'34" West, 25.00 feet to the Northeast corner of said tract being the
POINT OF BEGINNING;
Thence continuing along the East line of said tract South 01150'34" West, 63.90 feet;
Thence leaving said East line Notch 43054' 11" West, 45.83 feet to a point being 56.00 feet South of the North line of
said Section 5;
Thence along a line parallel with and 56.00 feet South of said section line North 89°44'39" West, 181.46 feet;
Thence leaving said parallel line North 85025'46" West, 180.57 feet;
Thence North 88047' 15" West, 58.01 feet to the West line of said tract;
Thence along said West line North 0I04I'54" East, 16.45 feet to a point being 25.00 feet South of the North line of
said Section 5;
Thence along a line parallel with and 25.00 feet South of said section line South 89044'39" East, 452.80 feet to the
POINT OF BEGINNING.
;will
ADA COUNTY RECORDER Phil McGrane 2020-075457
BOISE IDAHO Pgs=36 BONNIE OBERBILLIG 06/19/2020 02:59 PM
PIONEER TITLE COMPANY OF ADA COUNTY S115.00
WHEN RECORDED RETURN TO:
c/o Wadsworth Development Group, LLC
Attn.: Legal Department
166 E. 14000 S., Suite 210
Draper, Utah 84020
For Information Only: Assessor Parcel No. S 1105110025
(Space above this line for Recorder's use)
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
AND GRANT OF EASEMENTS
FOR
EAGLE LANDING SHOPPING CENTER
r
G
Dated: 'a , 2020.
TABLE OF CONTENTS
Pate
1. DEFiNITIONS............................................. ........................................................................
I
1.1
Budget......................................................................................................................I
1.2
Building....................................................................................................................2
1.3
Building Area...........................................................................................................2
1.4
Common Area......................................................................................................2
1.5
Common Expense....................................................................................................2
1.6
Construction.............................................................................................................2
1.7
Declarants ............................ ....................................................................................2
1.8
Development Agreement.........................................................................................2
1.9
Ground Leased Portion............................................................................................2
1.10
Ground Lessee.........................................................................................................3
1.11
Hazardous Materials................................................................................................3
1.12
Improvements..........................................................................................................3
4.13
Laws.........................................................................................................................3
1.14
Lease........................................................................................................................3
1.15
Lot ........................................... -...............................................................................
3
1.16
Management Agreement..........................................................................................3
1.17
Intentionally Omitted...............................................................................................3
I.18
Management Fee... ...................................................................................................
3
1.19
Manager...................................................................................................................3
1.20
Occupant..........................................................................
..................................3
1.21
Outdoor Ground Leased Portion..............................................................................4
1.22
Outdoor Occupant Improvements..........................................................................4
1.23
Owner.......................................................................................................................4
1.24
Parcel........................................................................................................................4
1.25
Pro Rata Share..........................................................................................................4
1.26
Project Sign..............................................................................................................4
1.27
Shopping Center Parties...........................................................................................4
1.28
Signs.........................................................................................................................4
1.29
Site Plan...............................................................................
....4 ................................
1.30
Subdivision Plat.......................................................................................................4
1.31
Utilities.....................................................................................................................5
2. IMPROVEMENT OF PROPERTY
.....................................................................................5
2.1
Approval of Improvements...................................................................I..................5
2.2
Construction.............................................................................................................5
2.3
Construction Standards............................................................................................6
2.4
Liens.........................................................................................................................6
2.5
Maintenance of Parcels............................................................................................6
3. USE
......................................................................................................................................6
3.1
Generally..................................................................................................................6
3.2
Specific Use Restrictions.........................................................................................7
3.3
Prohibited Uses....................................................................................................7
3.4
Drive-Thru Approval...............................................................................................8
3.5
Common Area Use...................................................................................................8
3.6
Parking.....................................................................................................................9
3.7
Employee Parking....................................................................................................9
3.8
Lighting....................................................................................................................9
3.9
Owner's Parcel.......................................................................................................10
4.
COMMON AREA MAINTENANCE...............................................................................10
4.1
Manager.................................................................................................................10
4.2
Maintenance of Common Area..............................................................................10
4.3
Excluded Maintenance Areas...............................................................................10
4.4
Specific Maintenance Items..................................................................................11
4.5
Excluded Costs.....................................................................................................12
4.6
Budget....................................................................................................................12
4.7
Specific Budget Categories....................................................................................13
4.8
Payment of Each Owner's Share of the Budget.....................................................13
4.9
Annual Reconciliation...........................................................................................13
4.10
Books and Records; Audit.....................................................................................13
4.11
Change of Manager.............................................................................................13
4.12
Management Fee., ............................ .....................................................................
13
5.
EASEMENTS....................................................................................................................13
5.1
Ingress, Egress and Parking...................................................................................14
5.2
Utility Systems...............•••.....................................................................................I4
5.3
Provisions Applicable to Easements......................................................................14
5.4
Fire Access...........................................................................................................15
5.5
Building Encroachments........................................................................................15
5.6
Emergency Exits....................................................................................................16
5.7
Restoration.............................................................................................................16
6.
SIGNS...............................................................................................................................16
6.1
Generally................................................................................................................16
6.2
Building Signs ......................
6.3
Pylon/Monument Signs..........................................................................................17
6.4
Purpose of Signs....................................................................................................18
7.
INDEMNIFICATION
AND INSURANCE......................................................................18
7.1
Indemnification......................................................................................................18
7.2
Liability Insurance Coverage and Limits...............................................................i8
7.3
Contractor's Insurance...........................................................................................18
7.4
Waiver of Certain Rights.......................................................................................19
7.5
Policy Requirements.............................................................................................19
7.6
Performance of Indemnity Agreements.................................................................19
8.
DAMAGE OR DESTRUCTION.......................................................................................20
9.
EMINENT
DOMAIN........................................................................................................20
9.1
Owner's Right to Award........................................................................................20
9.2
Collateral Claims...................................................................................................21
9.3
Occupant Claims....................................................................................................21
9.4
Restoration of Common Area................................................................................21
9.5
Restoration of Improvements.................................................................................21
10.
TAXES..........................................................................................................................21
11.
ENVIRONMENTAL
LIABILITIES .............................................................................22
12.
DEFAULT.........................................................................................................................22
12.1
Right to Cure; Past Due Sums...............................................................................22
12.2
Injunctive Relief....................................................................................................24
12.3
Breach Shall Not Permit Termination....................................................................24
12.4
No Limitation of Remedies... .................................................................................
24
13.
NOTICES
...........................................................................................................................24
14.
ATTORNEYS' FEES........................................................................................................25
15.
DURATION.....................................................................................................................25
16.
MODIFICATION..............................................................................................................25
17.
GENERAL PROVISIONS................................................................................................25
17.1
Accuracy of Recitals..............................................................................................25
17.2
Not a Public Dedication.........................................................................................25
17.3
Severability............................................................................................................26
17.4
Pronouns................................................................................................................26
17.5
Captions................................................................................................................26
17.6
No Partnership.......................................................................................................26
17.7
Governing Law......................................................................................................26
17.8
No Presumption.....................................................................................................26
17.9
Run With Land.......................................................................................................26
17.10
Estoppel Certificate................................................................................................26
17.11
Contractual Obligations.........................................................................................27
17.12
Force Majeure ........................................................................................................27
17.13
Consent and Approvals. .........................................................................................
27
17.15
Successors and Assigns..........................................................................................28
ff
DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS
AND GRANT OF EASEMENTS
FOR
EAGLE LANDING SHOPPING CENTER
THIS DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS AND
GRANT OF EASEMENTS FOR EAGLE.LANDING SHOPPING CEN,rER (the "Declaration")
is made as of they day of , 2020 (the "Effective Date") by Wadsworth
Meridian, L.LC, a Utah limited I iIity company, and/or its assigns (`Wadsworth," or,
sometimes, the "Declarant") in contemplation of the following facts and circumstances:
A. Wadsworth is the owner of certain real property in the City of Meridian (the
"City"), County of Ada, State of Idaho, as more particularly described on Exhibit A (the
"Shopping Center") and depicted on the current site plan for the Shopping Center on Exhibit B
(the "Site Plan'), both attached hereto and incorporated herein by this reference.
B. The Declarant intends to develop and operate the Shopping Center as a commercial
retail shopping complex, and as a framework for such development, the Declarant wishes to
impose certain easements upon the Shopping Center, and to establish certain covenants,
conditions, and restrictions with respect to the Shopping Center, for the mutual and reciprocal
benefit and complement of the Shopping Center and the present and future owner and occupants
thereof, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the foregoing, and the terms and
conditions set forth herein, and other good and valuable consideration, the Declarant hereby
declares, adopts, establishes and imposes the following easements, covenants, conditions, and
restrictions which shall be applicable to the Shopping Center, and hereby declares that the
Shopping Center shall be held, transferred, improved, sold and conveyed subject to the following
covenants, conditions, restrictions and easements, which are for the purpose of protecting the value
and desirability of the Shopping Center, and which shall run with the land and shall be binding
upon, and inure to the benefit of, all the Parcels (defined below) comprising the Shopping Center
and all parties having rights, title or interest in or to the Shopping Center or any part thereof, and
their heirs, successors, and assigns. By accepting the transfer or conveyance of title to, or any
leasehold interest in, any Parcel within the Shopping Center, such transferee accepts and agrees to
the terms and conditions of this Declaration and shall have a privity relationship with the
Declarants under this Declaration.
1. DEFINITIONS.
1.1. Budget. "Budget" means the budget for each calendar year for project
Common Expenses to be prepared and distributed to Owners and Occupants as set forth in this
Declaration. Depending on the date Common Expenses shall be first incurred, the initial Budget
may be for a partial calendar year.
1.2. Building. "Building" means any structure constructed in the Shopping
Center intended for occupancy and use of customers of the Shopping Center, excluding Outdoor
Occupant Improvements.
1.3. Building Area. "Building Area" means the specific areas of the Shopping
Center within which Buildings may be constructed, placed, or located. Building Areas are
designated on the Site Plan by the building limit lines shown thereon.
1.4. Common Area. "Common Area" means all portions of the Shopping
Center not shown as a Building on the Site Plan, including all parking areas, drainage facilities,
detention/retention basins, and all Improvements located on any portion of the Common Area,
1.5. Common Expense. "Common Expense" means any and all costs and
expenses incurred in the ownership, operation and maintenance, including refurbishment, of the
Common Area and improvements located thereon but excepting Outdoor Occupant
Improvements.
1.6. Construction. "Construction" means the following, without limitation: (a)
the initial construction, renovation, remodeling, installation, erection or expansion of any Building,
structure, Signs or other Improvements, including utility facilities; (b) the demolition or
destruction, by voluntary action, of any Building, structure or other Improvements; (c) the grading,
excavation, filling or similar disturbance to the surface of the land including, without limitation,
change of grade, change of ground level, change of drainage pattern; (d) landscaping, planting,
clearing or removing of trees, shrubs, grass or plants; (e) the construction, installation, erection,
placement or expansion of any temporary or other nonpermanent structure, improvement or facility
such as, without limitation, any tent, shed, trailer, or outdoor storage area or facility; and (f) any
change or alteration of any previously approved Improvement to property including any change of
exterior appearance, color or texture.
1.7. Declarant(s). The terms "Declarant" and "Declarants" shall each have the
definition given it in the first paragraph of this Declaration, provided that upon any sale,
conveyance or transfer of a Declarant's entire property within the Shopping Center, the rights and
obligations of the transferring Declarant under this Declaration shall terminate (subject to any
provision to the contrary herein) and the new owner of such property shall become a Declarant. If
a Declarant transfers only a portion of such property, such Declarant remains a Declarant, and a
purchaser of a portion of a Declarant's property does not become a Declarant. Provided, at such
time that Wadsworth no longer owns any property within the Shopping Center, then the Owner
which owns, on a land square footage basis, the largest amount of property in the Shopping Center,
shall automatically become the Declarant hereunder.
1.8. Development Agreement. "Development Agreement" shall mean the
Development Agreement, if any, between the Declarant and the City as amended from time to
time, regarding development of the Shopping Center property as recorded at the Salt Lake County
Recorder's Office.
1.9. Ground Leased Portion. "Ground Leased Portion" means any portion of
the Shopping Center subject to a ground lease.
2
1.10. Ground Lessee. "Ground Lessee" means any person or entity who has
entered into a ground lease agreement with an Owner for any portion of the Shopping Center.
1.11. Hazardous Materials. "Hazardous Materials" means any substance or
material which is defined as or included in the definition of "hazardous substances", "hazardous
wastes", "hazardous materials", "extremely hazardous waste", "acutely hazardous wastes",
"restricted hazardous waste", "toxic substances", or "known to cause cancer or reproductive
toxicity" (or words of similar import), petroleum products (including crude oil or any fraction
thereof) or any other chemical, substance or material which is prohibited, limited or regulated
under any federal, state or local law, ordinance, regulation, order, permit, license, decree, common
law, or treaty now or hereafter in force regulating, relating to or imposing liability or standards
concerning materials or substances known or suspected to be toxic or hazardous to health and
safety, the environment or natural resources ("Environmental Law").
1.12. Improvements. "Improvements" means any and all Buildings, asphalt
paving, parking areas, driveways, entries, curb, gutter, sidewalks, Signs, Project Signs, Outdoor
Occupant Improvements, storm water detention facilities, utility lines of all descriptions and all
other improvements constructed or installed in the Shopping Center,
1.13. Laws. "Laws" means all applicable federal, state and local (whether city,
City, county or otherwise) laws, rules, ordinances, codes and regulations of every governmental
body having jurisdiction over the Shopping Center, including Environmental Law.
1.14. Lease. "Lease" means any lease, sublease, ground lease, rental agreement,
license, concession or other arrangement or agreement, however denominated, which grants a
party the right to occupy a Building or a portion of a Building located in the Shopping Center, or
any Ground Leased Portion.
1.15. Lot. "Lot" means a specifically described portion of the land comprising
the Shopping Center which constitutes a legal parcel as shown on the Subdivision Plat. The
designation of a Lot by a number shall refer to the Lot numbers set forth on the Subdivision Plat.
1.I6. Management Agreement. "Management Agreement" shall have the
meaning given to it in Section 4.1 below.
1.17. Intentionally Omitted.
1.18. Management Fee. "Management Fee" shall have the meaning given to it
in Section 4.12 below.
1.19. Manager. "Manager" means the party selected by the Declarant pursuant
to Section 4.1 and who is responsible for the maintenance and operation of the Common Area as
provided in this Declaration.
1.20. Occupant. "Occupant" means any person, corporation, partnership, limited
liability company or any other entity, public or private, that is entitled from time to time to occupy
any portion of the Shopping Center, whether as an Owner, tenant, lessee, Ground Lessee, licensee,
3
invitee or other status, and whether under an ownership right, Lease, sublease, rental agreement,
license, easement, concession or other arrangement or agreement, however denominated.
1.21. Outdoor Ground Leased Portion. "Outdoor Ground Leased Portion"
means a Ground Leased Portion excluding any Building located on such Ground Leased Portion.
1.22. Outdoor Occupant Improvements. "Outdoor Occupant Improvements"
means any improvements constructed or located in the Shopping Center used exclusively by the
patrons, customers or invitees of an Occupant of Building, such as service facilities or any drive -
up or drive -through customer service facilities. Service facilities shall include, by way of
illustration and not of limitation, dock and loading areas; dumpster enclosures; trash compactors
and related facilities (excluding "Trash Receptacle(s) (as defined below)); cart collection
enclosures; customer pick-up, ATM, teller window or other service areas and the accompanying
driveways to access such facilities; canopies; patios; sitting or eating areas; and other such facilities
located adjacent to or used in connection with a specific Building. All such facilities shall be
deemed to be part of the premises occupied pursuant to the Lease applicable to the Building.
1.23. Owner. "Owner" means any person or entity then having a fee record title
ownership interest to a Parcel in the Shopping Center and applies to each Declarant.
1.24. Parcel. "Parcel" means each legal Lot within the Shopping Center, as
depicted on the copy of the Subdivision Plat.
1.25. Pro Rata Share. "Pro Rata Share" means an Owner's share of Common
Expenses which shall be a fraction, the numerator of which is the square footage of each Building
on an Owner's Parcel, and the denominator of which is the total square footage of the Buildings
within the Shopping Center, or any such other method as determined by Manager in its sole and
reasonable discretion.
1.26. Project Sign. "Project Sign" means any and all pylon or monument sign(s)
placed or constructed within the Shopping Center which advertise(s) either the Shopping Center
generally or multiple Occupants of Buildings in the Shopping Center.
1.27. Shopping Center Parties. "Shopping Center Parties" means the
customers, invitees, licensees, contractors, agents and employees of an Owner or Occupant.
1.28. Si ns. "Signs" means any pylon, monument or exterior building sign
placed or constructed within the Shopping Center or upon any Building within the Shopping
Center and any signs visible through any window or otherwise from the exterior of any Building.
1.29. Site Plan. "Site Plan" means the general depiction of the improvements
which are to be constructed upon the real property described on Exhibit A and which shall be the
Shopping Center. The Site Plan attached as Exhibit B shall be a current general depiction of
improvements for general identification and administration of the Shopping Center, as amended
from time to time by Declarant pursuant to Section 16.
1,30. Subdivision Plat. "Subdivision Plat" means the subdivision plat for
Shopping Center, as same shall be recorded in the official records of the Ada County Recorder's
4
Office for the State of Idaho. Notwithstanding the foregoing, a copy of the final proposed
Subdivision Plat is attached as Exhibit C attached hereto and incorporated herein by this reference.
1.31. Trash Recegtacle(s). `Trash Receptacle(s)" means any trash receptacle
structure constructed and/or placed in the Shopping Center intended and/or designated by
Declarant for the non-exclusive use by the Occupants of the Shopping Center, excluding
Outdoor Occupant Improvements.
1.32. Utilities. "Utilities" shall include without limitation, gas, electricity, storm
and sanitary sewer, domestic water, fire sprinkler services, irrigation water and telephone services.
2. IMPROVEMENT OF PROPERTY.
2.1. Approval of Improvements. Except as shown on the attached Site Plan,
no Improvements may be constructed within the Shopping Center without the prior review and
written approval of the Declarant. If any Owner desires to construct or place any Improvements
within the Shopping Center, such Owner shall provide preliminary plans and exterior elevations
for such Improvements and a site plan showing the location of such Improvements to the Declarant
for review and approval. All Buildings in the Shopping Center shall be designed so that the
exterior elevation of each Building will be architecturally and aesthetically compatible with the
others, including the height, color, materials, design and architectural theme (including Signs
located thereon) as reasonably determined by the Declarant. In addition, the Declarant shall
approve the location, footprint, and height of any Buildings and other Improvements constructed
within the Shopping Center, which approval shall be subject to the Declarant's sole and absolute
discretion. Except to the extent expressly provided otherwise in a Lease or other separate written
agreement with any Occupant, Exterior Signs or Signs within a Building which are visible from
the exterior of such Building, shall be subject to the review and approval of the Declarant, which
approval shall not be unreasonably withheld or delayed, and which shall include, without
limitation, review and approval of the size, design, materials, color, location, duration of time to
be displayed, and copy of text of Signs. Any Signs within a Building which are not visible from
the exterior of such Building shall not require the approval of the Declarant. The Owner of the
Parcel upon which a Building and/or Outdoor Occupant Improvements are to be constructed, shall
pay or cause to be paid, any and all costs and expenses incurred in the design, permitting,
entitlement, and construction of such Building and/or Outdoor Occupant Improvements.
2.2. Construction. All Construction must be diligently prosecuted to
completion, shall be performed in a workmanlike manner and in accordance with the requirements
of all governmental authorities having jurisdiction over such work and shall be performed in a
manner that does not unreasonably interfere with the operations of any business within the
Shopping Center. As applicable, staging of Construction, including on -site trailers, shall be
accomplished in a manner an in those areas within the Shopping Center as specifically identified
by Declarant and as otherwise specifically provided herein. If an Owner or an Occupant
commences Construction or exterior remodeling of a Building within the Shopping Center, but
such Construction or exterior remodeling ceases prior to the completion of the Building for a
period exceeding thirty (30) days, the Manager may take such action as it reasonably determines
to be in the best interest of the Shopping Center and its customers, including the construction of a
barricade around such Building; provided that the Manager shall follow any reasonable action
directed by a Declarant upon whose Parcel the Building is located. Upon completion of any such
work by the Manager, the Owner upon whose Parcel the Building is located shall reimburse the
Manager upon demand for all amounts expended in connection with such work. in the event such
Owner fails to so reimburse the Manager, the Manager shall have the lien and other rights set forth
in Section 12.
2.3. Construction Standards. All other Buildings constructed in the Shopping
Center shall be constructed to comply with all governmental requirements which arise by reason
of such use of the Buildings to be constructed.
2.4. Liens. No Owner or Occupant shall permit a mechanic's or materialmen's
lien to be filed against any Parcel or any portion thereof in the Shopping Center as a result of work
performed on, or materials provided to, any other Parcel in the Shopping Center. In the event any
such liens are filed against any such Parcel or portion thereof, the Owner of the Parcel on which
such work was performed or for which such materials were provided shall immediately take the
necessary steps to have such lien released. In the event the Owner of the Parcel for which such
work was performed or for which such materials were provided fails to so remove or release such
lien against the other Owner's Parcel, and the Owner of the Parcel against which the lien is filed
incurs any expenses, damages or costs, including attorneys' fees, in connection with or relating to
releasing such lien, the Owner of the Parcel for which such work was performed or for which such
materials were provided shall promptly reimburse all such costs, fees and expenses. Failure to
reimburse such costs, fees and expenses shall provide the Owner to be reimbursed with the lien
and other rights set forth in Section 12.
2.5. Maintenance of Parcels. The Declarant may develop and construct the
Shopping Center in phases. After the initial construction of the parking area and drive aisles
servicing the Shopping Center, all portions of each Parcel shall be free of weeds, dust and debris,
and otherwise adequately maintained. Unless performed by the Manager pursuant to Section 4,
each Owner shall maintain and repair, or shall cause to be maintained and repaired, their own
Parcels (including the Common Area located thereon) in a first class condition and shall keep, or
cause the same to be kept, in good condition and repair. Each Owner shall be responsible for the
Construction, maintenance and/or repair of any Buildings located on such Owner's Parcel, and
costs and expenses related to such Construction, maintenance and/or repair shall be the sole cost
and expense of such Owner. Costs and expenses incurred in the maintenance and repair of
Improvements which constitute Common Area (excepting Outdoor Occupant Improvements) shall
be allocated among all Owners pursuant to Section 4.
3. USE.
3.1. Generally. The Shopping Center is to be used only as a commercial
shopping center, including retail businesses for the sale of merchandise, the preparation of food
for on -site and off -site consumption, general business, medical or other office uses, delivery or
performance of services to customers as permitted by this Declaration, applicable zoning
requirements and such other uses permitted by Laws applicable to the Shopping Center. It is
provided, however, that the Shopping Center shall not be used for the Construction of Buildings
and other Improvements which are in violation of the restrictions set forth in Section 3.2. Each
Parcel shall be used only for lawful purposes and in conformance with all Laws, including, without
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limitation, zoning and land use laws and ordinances, parking ratios, use, building height and
setback requirements, landscaping, etc. No Parcel shall be used in any manner so as to constitute
a nuisance, and no Owner of any Parcel shall permit the accumulation of unsightly trash or debris.
The Manager shall have the right from time to time to post and promulgate reasonable rules and
regulations for the Shopping Center, which shall be uniformly enforced against all the Owners and
Occupants. The obligations set forth above shall be a restriction running with the land and shall
not be affected by the status of any Owner that would otherwise exempt such Owner from
complying with any municipal Laws.
3.2. Intentionally Omitted.
3.3 Prohibited Uses.
No use shall be permitted in the Shopping Center which is inconsistent with the
operation of first-class mixed use development. Without limiting the generality of the foregoing,
the following uses shall not be permitted:
(i) An operation primarily used as a storage warehouse
operation and any assembling, manufacturing, distilling, refining, smelting,
agricultural or mining operation.
(ii) Any mobile home park, trailer court, labor camp, junkyard,
or stockyard; provided, however, this prohibition shall not be applicable to the
temporary use of construction trailers during periods of construction, reconstruction
or maintenance.
(iii) Any dumping, disposing, incineration or reduction of
garbage; provided, however, this prohibition shall not be applicable to garbage
compactors located near the rear of any Building.
(iv) Any fire sale, bankruptcy sale (unless pursuant to a court
order) or auction house operation.
(v) Any bowling alley or skating rink.
(vi) INTENTIONALLY OMITTED.
(vii) Any mortuary or funeral home.
(viii) Any establishment selling or exhibiting pornographic
materials or which sells drug -related paraphernalia or which exhibits either live or
by other means to any degree, nude or partially clothed dancers or wait staff or
similar establishments.
(ix) Any flea market, and
(x) Any gambling facility or operation, including but not limited
to: off-track or sports betting parlor; table games such as blackjack or poker; slot
VA
machines, video poker/blackjack/keno machines or similar devices; or bingo
hall. Notwithstanding the foregoing, this prohibition shall not be applicable to
government sponsored gambling activities or charitable gambling activities, so long
as such activities.
3.4. Drive-Thru Approval. A restaurant or other Building utilizing a vehicular
drive -up or drive -through for customer service shall be located in the Shopping Center only in
locations designated on the Site Plan or as otherwise approved by the Declarants, which approval
shall not be unreasonably withheld, as to the location, parking and drive lanes of such facility_ The
review of drive -up and drive -through facilities by the Declarant is not intended to prohibit drive -
up and drive -through facilities, but is intended to insure that the location, layout and stacking for
such drive -up and drive -through facilities does not negatively affect the access, driveways,
circulation and parking for the Shopping Center.
3.5. Common Area Use. The Common Area shall be used for pedestrian and
vehicular access and ingress to, circulation and traffic and parking within; and egress from the
Shopping Center by Owners, Occupants and their respective Shopping Center Parties solely for
and in relation to the commercial purposes of the Owners and business Occupants of the Buildings,
including the servicing and supplying of such businesses. In addition, the Common Area may be
used: (i) on a temporary basis as a staging area in connection with the Construction and repair of
any Buildings and/or Common Area in the Shopping Center so long as such use does not occupy
more area than is reasonably required nor unreasonably restrict access to and from or the conduct
of business within the Buildings in the Shopping Center or access to and from the adjacent streets;
(ii) in connection with the construction, maintenance and repair of Utility Systems (defined in
Section 5.2 below), so long as such activity is undertaken in strict compliance with the
requirements of Section 5.2; and (iii) for any other use required by Law. The parking portion of
the Common Area shall be available for use by all Owners, Occupants, and their respective
Shopping Center Parties and no person shall otherwise limit the use or availability of such portion
for use, or the access to or from such portion, by such users except as permitted by this Declaration.
No person other than Owners, Occupants and their respective Shopping Center Parties shall be
permitted to use and/or park in the Common Area. Without the written permission of each
Declarant, Owner and Occupant of all Buildings, no person, Owner, or Occupant may use the
Common Area for (i) any purpose not related to or in furtherance of the commercial purposes of
the Owners or business Occupants of the Buildings, including, without limitation, "park and ride"
use or the like; (ii) advertising any business not part of the Shopping Center (other than advertising
which is incidental to the permitted use of the Common Area by Owners, Occupants and their
respective Shopping Center Parties), including, without limitation, parking a vehicle on the
Common Area repeatedly, overnight, or for an extended period of time with the primary purpose
of advertising a business not part of the Shopping Center; or (i) conducting business from a kiosk
or vehicle, including, without limitation, a "food truck". Except as specifically provided otherwise
in this Declaration, no Building or structure may be placed, erected or constructed within the
Common Area. No Owner or Occupant shalt construct any fence or other barrier along any
property line or otherwise impede or restrict the flow of pedestrian and vehicular traffic through
the Common Area. Such restriction shall not be applicable to landscape islands and other traffic
control devices shown on the Site Plan. Each Declarant, and each Owner with the approval of
each Declarant and subject to the modification terms of Section 16, shall have the right to
reconfigure the Common Area located on its property, provided however, any such reconfiguration
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must be made pursuant to a modified Site Plan approved by the City in accordance with applicable
City haws and the Development Agreement. The Manager shall have the right to permit specific
and/or exclusive uses of the Common Area for the benefit of one or more tenants or as required by
law.
3.6. Parking. The number of parking spaces and the drive aisles maintained on
each Parcel and the size and configuration thereof shall be as depicted on the Site Plan and
approved by the Declarant, and shall at all times maintain the minimum number of parking spaces
required by City Laws and the Development Agreement for the Shopping Center. Any change to
the parking configuration or the drive aisles in the Shopping Center shall require the prior written
approval of the Declarant, and evidence from the Owner seeking the change that either (i) the City
has approved or will approve such change, including any resulting or associated changes to
landscaping or site -related improvements; or (ii) the change complies with all applicable City Laws
and the Development Agreement. No such approval shall be deemed granted unless evidenced by
an amendment to this Declaration, which amendment shall be duly recorded in the official records
of Ada County, Idaho. Such amendment shall attach and incorporate an amended Site Plan
approved by the City showing the reconfiguration of the parking spaces or drive aisles, as the case
may be. The Declarant may withhold their approval of the reconfiguration of parking or drive
aisles for any reason or for no reason in its sole, subjective discretion. There shall be no charge or
other validation for parking in the Common Area. The Manager, in its discretion, may authorize
the designation of a limited number of parking stalls adjacent to a Building for use by designated
customers such as those picking up take-out orders or expectant mothers. No private agreements
or arrangements shall be entered into or made by Declarant, Owners and/or Occupants, and their
agents, successors or assigns, which would encumber or restrict available parking for any given
Parcel or the Shopping Center to less than the minimum number of parking spaces required by
applicable City Laws and the Development Agreement.
3.7. Emplovee Parking. Specific areas within the Common Area of the
Shopping Center to be used for motor vehicle parking purposes by employees of Occupants of the
Shopping Center may be designated from time to time by the Manager. In the event employee
parking areas are designated as provided herein, employees of any Owner or Occupant of any
Building in the Shopping Center shall use only those portions of the Common Area so designated
for such employee motor vehicle parking purposes. The authority herein granted shall be exercised
in such manner as not to discriminate against any Owner or Occupant in the Shopping Center,
3.8. Lighting. Subject to applicable Law, artificial lighting for the Common
Area and any Outdoor Ground Leased Portion shall remain on during all hours of darkness while
a majority of the businesses in the Shopping Center are open for business. The costs and expenses
of such lighting for the Common Area (the "Common Area Lighting Expense"), including the
cost of maintenance and replacement of light fixtures and related equipment, shall be included as
a Common Expense, and the costs and expenses of such lighting for any Outdoor Ground Leased
Portion shall be borne by the applicable Ground Lessee. All Occupants shall be responsible to
ensure that security lights or other lighting required by governmental authority remain ilium inated
as desired by each Occupant or as required by applicable governmental requirement, if any.
3.9. Trash Receptacle(s). Each Owner, as grantor with respect to its Parcel,
hereby grants to each other Owner, as grantee, for the benefit of each such grantee Owner and its
9
Parcel, without the necessity for further documentation, a non-exclusive easement appurtenant to
the Parcel owned by the grantee Owner, through and across the Parcel owned by the grantor
Owner, for the purposes of ingress and egress to and from, and for the use of, each Trash
Receptacle located on the grantor Owner's Parcel. Provided, by its use ofa Trash Receptacle, such
grantee Owner agrees to deposit all rubbish, garbage and/or refuse of any kind entirely within the
Trash Receptacle, to keep the surrounding area in a clean and sightly condition, and to not
unreasonably interfere with the grantor Owner's use of its Parcel.
3.10. Owner's Parcel. The Owner of each Parcel shall use and cause the
Common Area on its Parcel to be used exclusively for the uses specified herein and in such manner
as will not unreasonably interfere with the primary purpose of the Common Area, which is to
provide for parking and access for the Owners, Occupants, and their respective Shopping Center
Parties, and for the servicing and supplying of such businesses. There shall be no sale or display
of merchandise of any kind in any portion of the Common Area, any Outdoor Ground Leased
Portion, or on any sidewalk adjacent to any Building without the prior written consent of the
Manager, which may be granted or withheld in the Manager's sole and subjective discretion.
4. COMMON AREA MAINTENANCE.
4.1. Manager. The Shopping Center shall be managed by a Manager jointly
selected by the Declarant. The terms and conditions for the service of the Manager and the
compensation to be paid to the Manager shall be set forth in a written agreement between the
Manager and the Declarant (the "Management Agreement"). Except for matters specifically set
forth in a Lease, the Manager shall have the right to direct the use and occupancy of the Shopping
Center.
4.2. Maintenance of Common Area. The Manager shall maintain, operate,
repair and replace or cause to be maintained, operated, repaired and replaced, the Common Area
(subject to Section 4.3) in good order in an economical and efficient manner, consistent with good
shopping center management practices prevailing in the metropolitan area where the Shopping
Center is located for retail shopping centers of similar age and character, and in full compliance
with all applicable Laws. Notwithstanding anything to the contrary herein, any Owners or
Occupants granted a specific and/or exclusive use of a portion of the Common Area by the
Manager pursuant to Section 3.4 shall keep such portion in clean and orderly condition free of all
refuse. The Manager shall use commercially reasonable efforts to operate and maintain the
Common Area in accordance with the final approved Budget. Such maintenance obligations shall
be performed at the Manager's expense but shall be a Common Expense and subject to
reimbursement as set forth in this Section 4.
4.3. Excluded Maintenance Areas. Maintenance responsibilities of the
Manager shall not include the maintenance or insurance of Outdoor Occupant Improvements or
any Ground Leased Portion (unless and except to the extent provided otherwise in a Lease between
Declarants and a Ground Lessee), and each Owner of a Parcel containing Outdoor Occupant
Improvements or constituting a Ground Leased Portion shall be responsible to maintain and insure
such facilities in good and clean condition and repair and in a quality and condition comparable to
the quality and condition of the maintenance of the Common Area required by this Section 4.
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4.4. Specific Maintenance Items. Maintenance of the Common Area shall
include, by way of illustration and not of limitation, the items listed in this Section below. Any
and all costs and expenses which shall be incurred in the operation and maintenance of the
Common Area, including the items listed below, shall be a Common Expense (unless and except
to the extent provided otherwise in a Lease between Declarant and any Occupant).
Notwithstanding anything to the contrary herein, maintenance of the Common Area by the
Manager excludes maintenance of Outdoor Occupant Improvements.
(a) Maintaining all paved surfaces of the Common Area (including the
public sidewalks along public streets) in a level, smooth evenly -covered condition and cleaning,
sweeping, restriping, repairing and resurfacing the Common Area as needed with the type of
surfacing material originally installed or such substitute as shall in all respects be equal or superior
in quality, use and durability.
(a) Removing all papers, debris, filth and refuse, ice and snow and
thoroughly sweeping the Common Area to the extent reasonably necessary to keep the Common
Area in a clean and orderly condition.
(b) Installing, placing, maintaining, repairing, and replacing any
appropriate directional signs, curb stops, roadway markers, and parking stall lanes or other striping,
including the repainting and refurbishment of such devices as required.
(c) Operating, repairing, and replacing, where necessary, such artificial
lighting facilities as shall be reasonably required.
(d) Maintaining all landscaped areas and repairing automatic sprinkler
systems or water lines and replacing shrubs and other landscaping as necessary.
(e) Maintaining the structural components of all Project Signs.
(f) Maintaining and repairing any and all fire loop lines or other fire
protection devices, walls and fences, common storm drains, utility lines, sewers, irrigation systems
and other utility systems and services which are located on, under or upon the Common Area,
which are necessary for the operation and maintenance of the Common Area improvements.
(g) Keeping the Common Area free from obstructions not required or
permitted hereunder, including, without limitation, obstructions caused by the sale or display of
merchandise outside the exterior walls of the Buildings located within the Shopping Center.
(h) Employing all necessary personnel, contractors, subcontractors, the
Manager and other persons required for operation and maintenance of the Common Area;
provided, however, the employment of any personnel to provide security for the Common Area
shall require the prior written consent of each Declarant.
(i) Cleaning, maintaining and repairing all sidewalks, including those
situated on the perimeter or outside the boundaries of the Common Area which are customarily
maintained by property owners adjoining such sidewalks.
0) Obtaining and maintaining a commercial general liability insurance
policy insuring the Manager, the Declarants and the Owners, all as named insureds, against claims
for personal injury, bodily in death and property damage occurring on, in or about the
Common Area with a "Combined Single Limit" (covering personal injury liability, bodily injury
Iiability and property damage liability) of not less than Two Million Dollars ($2,000,000.00) for
total claims for any one (1) occurrence. The insurance limits in this section shall be subject to
increase from time to time by such amounts as the Manager and the Declarants may deem are
reasonable, as may be evidenced by the practice of similarly situated shopping centers.
(k) Such other actions as shall be required from time to time to cause
the Common Area to be maintained in clean, first class condition.
4.5 Excluded Costs. Common Expenses shall not include the following:
(a) merchants association costs and expenses;
(b) advertising and promotional costs and expenses incurred by any
individual Occupant;
(c) garbage collection costs and expenses for individual Occupants of
Buildings located in the Shopping Center;
(d) carrying costs and penalties related to unpaid bills for Common
Expenses which had been in possession of the Manager for more than twelve (12) months; and
(e) any costs of constructing, installing, operating, maintaining and
repairing Outdoor Occupant Improvements.
4.6. WWinarmsorktk mmptiormthecomnxyKx mtofeachckndarywtheManager
may submit to the Declarant and all Owners and Occupants required to pay a Pro Rata Share of
Common Expenses, a proposed Budget, for all Common Area maintenance and insurance
expenses to be incurred during the following calendar year(the "Maintenance Services').
Decisions regarding parties to provide Maintenance Services to the Shopping Center may include
factors other than price, including prior experience with vendor, local reputation of vendor or
competing vendors, etc., in the exercise of the commercially reasonable judgment of the Manager
provided that the Manager shall undertake to obtain the Maintenance Services at a commercially
reasonable price. If the Manager determines that the Common Expenses for a calendar year will
vary from the amounts set forth in the Budget, the Manager may, by notice to the Declarant and
Owners and Occupants required to pay a Pro Rata Share, revise the Budget for such year, and each
Owner or Occupant shall pay the accrued difference between the original and the revised Budgets
within fifteen (15) days after receipt of the revised Budget, and thereafter pay the revised amount.
During the initial operating stages of the Shopping Center, which may be prior to the
commencement of a full calendar year, the Manager will provide a Budget to those Owners and
Occupants obligated to pay Common Expenses for a portion of, but less than, a full calendar year.
4.7, Intentionally Omitted.
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4.8. Payment of Each Owner's Share of the Budget. Each Owner shall pay,
or cause to be paid, the Manager one -twelfth (1/12) of its Pro Rata Share of the Budget to the
Manager on or before the tenth (101h) day of each calendar month for the ensuing calendar year.
An Owner's Pro Rata Share of Common Expenses as set forth in the Budget for any fractional
calendar month shall be prorated and paid on or before the first day of the first fuIt calendar month
following such fractional month.
4.9. Annual Reconciliation. Within a reasonable time after the end of each
calendar year, the Manager shall deliver to Declarants and each Owner a written itemized
statement ("Annual Statement") showing the amount of the actual Common Expenses for the
preceding calendar year, the amount paid by such Owner toward Common Expenses during the
preceding calendar year, and any amounts due from such Owner to the Manager for such Owner's
Pro Rata Share of such Common Expenses and/or any amounts due from the Manager to such
Owner (in either case, the "Reconciliation Share"). Any Reconciliation: Share due from the
Manager to an Owner shall accompany such Annual Statement. Any Reconciliation Share due
from an Owner to the Manager shall be paid within thirty (30) days after receipt by such Owner
of the Annual Statement. Upon request, the Manager shall provide any Owner copies of all bills,
payment applications, invoices for Common Area maintenance performed, receipts for Common
Expenses paid, and other reasonable supporting documentation, including the calculation of such
Owner's Pro Rata Share with a breakdown of the square footage of the Buildings in the Shopping
Center. Unless an Owner raises any objections to an Annual Statement within thirty (30) days
after receipt of the same, the Annual Statement shall conclusively be deemed correct and accepted
by the Owner. If an Owner does timely object to an Annual Statement, the Manager and the Owner
shall negotiate in good faith to resolve any disputes. Any objection of an Owner to an Annual
Statement and resolution of any dispute shall not postpone the payment of any undisputed amounts
due the Manager by the Owner. Failure of the Manager to deliver the Annual Statement in a timely
manner does not relieve an Owner's obligation to pay any amounts due Manager pursuant to an
Annual Statement subsequently delivered.
4.10. Books and Records; Audit. The Manager shall maintain the books and
records for the Common Expenses (the "Records") for a period of at least two (2) years. Any
Owner may examine or audit the Records for the previous two calendar years at any reasonable
time at the Manager's place of business or where the Records are maintained and kept. The Owner
performing such audit shall bear its own cost of performing such audit, unless the audit discloses
a discrepancy in excess of seven percent (7%) of such Owner's Pro Rata Share of the Common
Expenses, in which event the Manager shall reimburse such Owner for the reasonable costs of such
audit and examination of the Records with such expenses to be calculated at a customary hourly
rate for professionals conducting similar audits on an hourly and not a contingent fee basis.
4.11. Change of Manager. Upon any change of the Manager, the successor
Manager shall provide written notice to all Owners and Occupants.
4.12. Management Fee. Common Expenses shall include a management fee to
the Manager (the "Management Fee") set forth in the Management Agreement.
5. EASEMENTS. All easements granted herein shall be subject and subordinate to
any and all public utility easements, rights -of -way and other easements of record.
13
5.1. Ingress, Egress and Parking. Subject to the terms of Section 3, each
Owner, as grantor with respect to its Parcel, hereby grants to each other Owner, as grantee, for the
benefit of each such grantee Owner, and for the use of the Owners and their respective Occupants
and Shopping Center Parties, and for the benefit of the Parcels owned by each such grantee Owner,
and as a burden on each grantor Owner's Parcel, a non-exclusive easement appurtenant to each
grantee Owner's Parcel for the purpose of providing and permitting pedestrian and vehicular
ingress, egress and cross -access to adjacent Lots, Parcels and public rights -of -way, including,
without limitation, ingress, egress and cross -access for commercial delivery vehicles in accordance
with truck route and pedestrian and vehicular circulation patterns as approved by the City for the
Shopping Center; and for vehicular parking upon, over, across and through the Common Area or
Outdoor Ground Leased Portion, as applicable, on each such grantor Owner's Parcel. Such right
shall be applicable to those portions ofthe Common Area or Outdoor Ground Leased Portions that
are intended for use by motor vehicles or pedestrians, as applicable, based upon the improvements
that have been constructed and exist upon the Common Area or Outdoor Ground Leased Portions.
The easements granted in this Section specifically give, inter alia, customary and reasonable cross -
access rights and ingress and egress rights for pedestrian and vehicular access to the Shopping
Center. Except as to the Declarant as herein provided, the foregoing shall not create any rights in
any parties other than the Owners and the named beneficiaries of such rights through such Owners.
No Owner shall be permitted to obstruct any drive aisle, entry to the Shopping Center or limit or
restrict access to and from its Parcel by more vehicles or pedestrians.
5.2. Utility Systems, Each Owner, as grantor with respect to its Parcel, hereby
grants to each other Owner, as grantee, for the benefit of each such grantee Owner and its Parcel,
without the necessity for further documentation, non-exclusive easements appurtenant to the
Parcel owned by the grantee Owner, under, through and across the Common Area or Outdoor
Ground Leased Portion, as applicable, of the Parcel owned by the grantor Owner, for the
installation, use, further extensions, maintenance, repair and replacement of, including, but not
limited to, storm drainage systems or structures (inclusive of master detention/retention basin(s)),
water mains, storm drains, sanitary sewers, water sprinkler system lines, telecommunication,
electrical conduits or systems, cable and fiber optic lines, gas mains and other public utility
services, lines, and facilities, including supply and distribution systems ("Utility Systems"),
necessary for the orderly development and operation of the Common Area, each Outdoor Ground
Leased Portion, and each Building in the Shopping Center as shown on the Subdivision Plat as a
"Public Utility Easement"; provided, the rights granted pursuant to such easements shall at all
times be exercised in such manner as to cause the least interference with the normal operation of
the Shopping Center; and provided further, except in an emergency, the right of any grantee Owner
to enter upon the Parcel of any grantor Owner for the exercise of any right pursuant to such
easements shall be conditioned upon obtaining the prior written consent of such grantor Owner,
which consent shall not unreasonably be withheld or delayed. The location of any stormwater
drainage facilities located on or within the Shopping Center shall comply with City Laws and
applicable terms and conditions of the Development Agreement.
5.3. Provisions Applicable to Casements. The primary location of easements
herein established for ingress and egress and all Utility Systems shall be as set forth on the
Subdivision Plat. 'Notwithstanding the location of public utility easements, water line easements
and other easements shown on the Subdivision Plat, to the extent installation of Utilities is required
in a location not shown on the Subdivision Plat, an Owner of the Parcel upon which such easement
14
is required shall permit the Construction of required Utilities; provided that such Construction and
location shall not unreasonably impair such Owner's use of the Building or the Outdoor Ground
Leased Portion, as applicable, located on its Parcel. All such Utility Systems shall be installed and
maintained below the surface or ground level of such easements; provided, however, that such
limitation shall not restrict the Construction of ground surface mounted control and access facilities
for Utilities. The party installing any Utility System shall use reasonable efforts to cause the
installation of such Utility Systems prior to paving of the Common Area or any Outdoor Ground
Leased Portion. In the event an Owner deems it necessary to cause the installation of a Utility
System across the Common Area or Outdoor Ground Leased Portion of any other Parcel
subsequent to the initial paving and improving thereof (the "Requesting Owner"), the Owner of
the burdened Parcel thereof agrees not to unreasonably withhold the granting of any necessary
additional easements; provided, such Owner may withhold its consent if such installation would
unreasonably interfere with the normal operation of any business in the Shopping Center, or with
such Owner's plans for the development of its Parcel; and provided further, the Requesting Owner
shall, at its sole cost and expense, completely restore to the same or better condition all
Improvements located on the Common Area, Outdoor Ground Leased Portions and surfaces
disrupted as a result of such installation. The Owner of a burdened Parcel may reasonably request
that such installed Utility Systems be relocated subject to compliance with applicable Laws, at the
expense of the Requesting Owner, provided that such relocation shall not interfere with, increase
the cost or diminish utility services for any of the other Owners or Occupants.
In the event it should be necessary to grant any of the foregoing easements and
rights to local utility companies as a condition of their providing or continuing service, such rights
shall be granted, provided that the Owners required to execute such instruments deem the terms
and conditions of such a grant to be reasonably acceptable. In such event, the Owner requiring or
causing the requirement of any such easement shall, promptly following the grant of such
easement, and at its sole cost and expense, provide to the Owner granting such easement a survey
of such Owner's Parcel depicting the location of such easement.
5.4. Fire Access. Each Owner, as grantor with respect to its Parcel, hereby
grants to each other Owner, as grantee, for the benefit of each such grantee Owner and its Parcel(s),
and for the benefit of all other Owners and their respective Occupants, and as a burden on the
grantor Owner's Parcel, a perpetual, non-exclusive fire access easement appurtenant to each
grantee Owner's Parcel on, under and across the Common Area or Outdoor Ground Leased
Portion, as applicable, of each grantor Parcel as may be required to provide for the (i) pedestrian
and vehicular access and parking of fire -fighting personnel, equipment and vehicles; and (ii)
maintenance, operation, removal, replacement and reinstallation of water and fire suppression
system lines, including the right of ingress and egress for such purposes, and as may be shown on
the Subdivision Plat as a "Fire Access Easement," or similar notation_ No Owner shall construct
any Improvement upon its Parcel which will impair access over and across any such fire access
easement without the express prior written approval of Declarants, all other Owners and the City.
5.5. Buildine Encroachments. Each Owner, as grantor with respect to its
Parcel, hereby grants to each other Owner, as grantee, for the benefit of such grantee Owner and
its Parcel, an easement for any portion of any Building or structure on any Parcel (including,
without limitation, footings, piers, piles, grade beams, ramps, support columns, canopies, eaves,
utility meters, roof overhangs, and subsurface support elements required for the construction or
15
reconstruction of any Building or structure (collectively, "Permitted Projections") which may
encroach onto, under or over an adjoining Parcel; provided, that (i) the easement for Permitted
Projections and all other building encroachments granted herein shall not exceed two (2) feet, and
(b) the encroachment easement granted herein shall not extend to encroachments which are
intentional or which materially and adversely affect the location, orientation, design, Construction
or use of Buildings or other Improvements to be constructed on a Parcel upon which the
encroachment has taken place, unless first approved in writing by the Owner of the Parcel upon
which the encroachment shall exist. The easement granted herein shall last so long as this
Declaration is in effect. In the event this Declaration expires, this easement shall last so long as
the Building of which such encroachment is a part is standing.
5.6. Emereencv Exits. Each Owner, as grantor with respect to its Parcel, hereby
grants to each other Owner, as grantee and for the benefit of each other Owner and its respective
Parcel: (i) an easement for any portion of any stairs and landings (including any footings and
foundations related thereto) constructed in connection with Building emergency exits required by
any governmental entity, which may encroach onto or over an adjoining Parcel; and (ii) an
easement for emergency egress from such emergency Building exits; provided, the easement for
stairs and landings (and foundations and footings related thereto) granted herein shall not exceed
six (6) feet in width.
5.7. Restoration. If any Owner damages the Common Area or any Outdoor
Ground Leased Portion as a result of any Construction or the exercise of its easement rights, such
as the placement of utilities within the Common Area or any Outdoor Ground Leased Portion
(excluding normal and anticipated use and wear and tear), such Owner, at its sole cost and expense,
shall immediately repair such damage and restore the Common Area or Outdoor Ground Leased
Portion to the same or better condition that existed before such damage. In the event that the
Owner or Occupant shall fail to repair or restore the Common Area or any Outdoor Ground Leased
Portion as required by the preceding sentence, the Manager may deliver to such Owner, written
notice of such failure which shall specify the alleged deficiencies. In the event that such
deficiencies are not corrected within thirty (30) days of the date of such notice, the Manager shall
have the right to cure such deficiencies. The applicable Owner shall be responsible to pay any and
all costs and expenses incurred by the Manager to correct such deficiencies, plus a supervision fee
to the Manager in the amount equal to ten (10%) of the costs and expenses so incurred by the
Manager. Such reimbursement shall be made not later than thirty (30) days after receipt of a
statement of such costs, including appropriate supporting documents. Any amounts not so paid
shall accrue interest at the rate of fifteen percent (15%) per annum from the date of the statement
requesting reimbursement through the date the reimbursement payment is received by the
Manager.
6. SIGNS.
6.1. Generally. In addition to any other restrictions set forth in this Declaration,
all signs which shall be located on any Building or in any public area of the Shopping Center shall
comply with all applicable ordinances of the City and the comprehensive signage plan applicable
to the Shopping Center, as adopted by Declarant from time to time. To the extent such ordinances
require the formal approval of the City, the Owner or Occupant desiring to display such sign shall
be required to obtain such approval. City approval shall not constitute approval under this
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Declaration and provisions of this Declaration may be more restrictive than the requirements of
applicable City ordinances or regulations.
6.2. Building Signs. Each Owner shall have the right to maintain such Signs on
the interior of Buildings located on its Parcel as it desires, provided that such Signs are not visible
from the exterior. Banners, flags, Signs or advertising objects, displays or lights visible from the
exterior of any Building shall require the prior written approval of the Declarant pursuant to the
terms set forth in Section 2.1; provided, however, no auction, liquidation, going out of business,
fire or bankruptcy sales maybe conducted or advertised by signor otherwise. If permitted by Law
and approved by the Declarants, each Owner shall have the right to erect, maintain and replace
Signs on the exterior of the Buildings located on its Parcel; provided, such Signs shall be
constructed so as to lie flat against such exterior facia facing outward and shall not protrude more
than two (2) feet from the surface thereof in any direction; and provided further, in no event shall
Signs be located on or above the roof (excluding canopies, so long as no Sign erected on a canopy
will extend above the height of the building canopy or mansard roof on which it is installed) of
any Building in the Shopping Center. Unless and except as provided otherwise in a Cease or other
separate written agreement with Declarant, no Owner or Occupant may place, install or operate,
any signs in any windows ofany Building visible from the exterior; provided that a nationally or
regionally recognized Occupant with locations in multiple states with a uniform sign package, may
place its standard signs on and within its Building or premises subject to applicable Law, and the
comprehensive signage plan applicable to the Shopping Center, as adopted by Declarant from time
to time, and subject to each of the Declarants' prior approval which shall not be unreasonably
withheld. Any other Signs shall require the approval of each of the Declarants, which may be
granted or withheld in the Declarants' sole and subjective discretion.
63. Pylon/Monument Signs. There will be one or more free standing pylon
and/or monument signs (collectively, "Shopping Center Signs") installed within the Shopping
Center as approved by the Declarant, subject to the approval of the City. The cost of maintaining
the structural components and providing electricity to operate the Shopping Center Signs shall be
a Common Expense. Unless and except as provided otherwise in a Lease or other separate written
agreement with Declarant, each Owner or Occupant with a sign panel shall be responsible to pay
any and all costs and expenses which shall be incurred in the fabrication, installation, maintenance
and replacement of its sign panel(s). Each such Owner shall be responsible for the maintenance
and replacement of its sign panel(s) as necessary to maintain such sign panel(s) in a first class
condition. Except as expressly permitted herein, there shall be no Signs in the Common Area or
Outdoor Ground Leased Portions of the Shopping Center without the prior written approval of the
Manager, which may be granted or withheld in the Manager's sole and subjective discretion. Each
Owner, as grantor with respect to its Parcel, hereby grants to each other Owner allowed to erect or
maintain Signs or sign panel(s) pursuant to this section, as grantee, a non-exclusive casement
under, through and across the Common Area or Outdoor Ground Leased Portion, as applicable, of
the Shopping Center for the purpose of installing and/or maintaining utility lines to service free-
standing pylon or monument signs, if any, and all other authorized Signs, if any. Each Owner or
Occupant shall utilize Declarant's sign vendor for Shopping Center Signs and any panels located
thereon. The Pylon/Monument signs & panels shall be of a consistent color and consistent with
the overall Shopping Center signage theme.
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6.4. Purpose of Signs. Any and all Signs within the Shopping Center shall
solely advertise the Shopping Center and/or the businesses or Occupants located within the
Shopping Center.
7. INDEMNIFICATION AND INSURANCE.
7.1. Indemnification. Each Owner and the Manager each, acting as an
"Indemnifying Party", hereby indemnifies, holds harmless and agrees to defend each Owner (or
other Owner, as the case may be), the Manager, and the Declarant, each as an "Indemnified
Party", from and against all claims, damages, expenses (including, without limitation, reasonable
attorneys' fees and reasonable investigative and discovery costs), liabilities and judgments on
account of injury to persons, loss of life, or damage to property occurring in the Shopping Center
and/or on the ways immediately adjoining the Shopping Center, caused by the active or passive
negligence or willful misconduct of the Indemnifying Party, its agents, servants, employees, and
invitees. It is provided, however, that the Indemnifying Party does not and shall not be required
to indemnify an Indemnified Party against any injury, loss of life, or damage which is caused by
the active or passive negligence or willful misconduct of the Indemnified Party, an Owner (other
than the Indemnifying Party if the Indemnifying Party is an Owner), or its or their agents, servants,
employees or invitees. The Parties' obligations with respect to indemnification hereunder shall
remain effective, notwithstanding the expiration or termination of this Declaration, as to claims
arising or accruing prior to the expiration or termination of this Declaration. The indemnification
obligation herein will not be limited by a limitation on the amount or type of damages,
compensation or benefits payable by or for the Indemnifying Party under worker's compensation
acts, disability benefit acts, employee benefit acts, or otherwise. In addition, the indemnification
obligation set forth herein is a contractual obligation of the Manager and applicable Owner and
will not be diminished by any insurance coverage or any restriction, cap or other provision of
governmental immunity law or similar doctrine.
7.2. Liability Insurance Coverage and Limits. Each Owner, and the Manager,
agree to maintain, and each Owner shall cause the Occupants of any portion of such Owner's
Parcel to maintain, at no cost to the other Owners, liability insurance insuring its interests against
claims for personal injury, bodily injury, death and property damage occurring on, in or about their
Parcel, with a "Combined Single Limit" (covering personal injury liability, bodily injury liability
and property damage liability) of not less than Two Million Dollars ($2,000,000.00) for total
claims for any one (1) occurrence. The insurance limits in this section shall be subject to increase
from time to time by such amounts as the Declarants may reasonably agree are necessary or
desirable, as may be evidenced by the practice of similarly situated shopping centers. Each Owner
shall be endorsed as an additional insured on such insurance policy and, upon request, be entitled
to receive a certificate evidencing this insurance coverage.
7.3. Contractor's Insurance. During the period of any Construction in the
Shopping Center by or at the request of any Owner, such Owner agrees to obtain or require its
contractor(s) to obtain, and thereafter maintain so long as such construction activity is occurring,
at least the following minimum insurance coverage:
(a) Workers' compensation - statutory limits;
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(b) Employers Liability Insurance with coverage and minimum limits
of the greater of (1) bodily injury by accident ($100,000.00 each accident); (ii) bodily injury by
disease ($500,000 policy limit); and (c) bodily injury by disease ($100,000 each employee); and
(c) Comprehensive General and Commercial Automobile Liability as
follows: (i) "Combined Single Limit" (covering personal injury liability, bodily injury liability,
and property damage liability) of not less than One Million Dollars ($1,000,000.00) for total claims
for any one occurrence; (ii) Independent Contractor's Liability or Owner's Protective Liability
with the same coverage as in (i) above; (iii) Products/Completed Operations Coverage which shall
be kept in effect for two (2) years after completion of work; (iv) "XCU" hazard coverage, if
applicable; (v) `Broad Form" Property Damage Endorsements; (vi) "Personal Injury"
Endorsements; and (vii) `Blanket Contractual Liability" Endorsement. If any construction activity
involves the use of another Owner's Parcel, then the Owner of such Parcel shall be endorsed as an
additional insured under all such insurance, and such insurance shall provide that the same shall
not be canceled without at least thirty (30) days' prior written notice to the named insureds.
7.4. Waiver of Certain Rights. With respect to any loss or damage that may
occur to the Shopping Center (or any improvements thereon) or any Parcel, which is insured under
a fire and extended coverage insurance policy, regardless of the cause or origin, excluding willful
acts but including negligence of the Owners, their agents, servants or employees, the Owner
suffering such loss hereby releases the other Owners from all claims with respect to such loss; and
the Owners each agree that their respective insurance companies shall have no right of subrogation
against the other Owners on account of any such loss, and each Owner shall procure from its
respective insurers under all policies of fire and extended coverage insurance a waiver of all rights
of subrogation against the other Owners which the insurers might otherwise have under such
policies.
7.5. Policy Requirements. Any insurance required to be provided under this
Section 7 may be in the form of blanket liability coverage, so long as such blanket policy does not
reduce the limits nor diminish the coverage required therein. Each Owner shall have the right to
satisfy its insurance obligations hereunder by means of self-insurance to the extent of all or part of
the insurance required hereunder, but only so long as: (i) the self -insuring Owner shall have a net
worth of at least Fifty Million Dollars ($50,000,000); (ii) the self -insuring Owner shall, upon
request, provide an audited financial statement, prepared in accordance with generally accepted
accounting principles, showing the required net worth; and (iii) such self-insurance provides for
loss reserves which are actuarially derived in accordance with accepted standards of the insurance
industry and accrued (i.e., charged against earnings) or otherwise funded. Any deductible in excess
of Ten Thousand Dollars ($10,000) shalt be deemed to be self-insurance. Upon request, each
Owner shall cause certificates of insurance reasonably evidencing compliance with the
requirements of this section to be delivered to the Manager for the benefit of the other Owners.
The insurance policies and certificates required by this section shall require the insurance company
to furnish the Manager thirty (30) days' prior written notice of any cancellation or lapse, or the
effective date of any reduction in the amounts or scope of coverage.
7.6. Performance of Indemnity Agreements. All policies of insurance
required under this Section 7 shall contain a contractual liability endorsement. Each Owner shall
promptly notify the other Owners of any asserted claim with respect to which such Owner is or
IN
may be indemnified against hereunder and shall deliver to such other Owners copies of process
and pleadings.
8. DAMAGE OR DESTRUCTION. In the event any Building in the Shopping
Center is damaged or destroyed by fire or other casualty or any other cause whatsoever, the Owner
of the Parcel upon which such Building is located may, in its sole, subjective discretion, demolish
or rebuild the damaged Building. In the event an Owner determines to demolish a damaged
Building, that Owner shall either promptly construct a new Building on the same location or leave
and maintain the Parcel of land on which the Building was located in a smooth, level condition,
free and clear of all refuse and weeds and sealed against dust by paving and otherwise maintained
in a condition similar to other first-class shopping centers in Ada County, Idaho. In the event an
Owner determines to rebuild the Building located on its Parcel in the Shopping Center, such Owner
shall forthwith proceed with due diligence to remove any debris and to restore such Building to
substantially the same condition as immediately prior to such damage or destruction. In the event
the Common Area or any Outdoor Ground Leased Portion of the Shopping Center or any portion
thereof steal I be damaged or destroyed by fire or other casualty or any other cause whatsoever, the
Owner of the Common Area or Outdoor Ground Leased Portion so damaged or destroyed shall
forthwith proceed with due diligence to restore such Common Area or Outdoor Ground Leased
Portion to its condition immediately prior to such damage or destruction in order to permit
vehicular parking (in the manner required by this Declaration) and free and safe vehicular and
pedestrian access and circulation in the Shopping Center and to and from all adjacent streets. If
the Owner of the Common Area or Outdoor Ground Leased Portion that is damaged or destroyed
fails to restore the damaged or destroyed portion of the Common Area or Outdoor Ground Leased
Portion within thirty (30) days of the date of written notice from the Manager requiring such
restoration, the Manager and/or the Declarants shall have the right to restore such damaged portion
of the Common Area or Outdoor Ground Leased Portion. The applicable Owner shall be
responsible to pay any and all costs and expenses incurred by the Manager and/or the Declarants
to complete such restoration, plus a supervision fee to the Manager in the amount equal to ten
(10%) of the costs and expenses so incurred by the Manager. Such reimbursement shall be made
not later than thirty (30) days after receipt of a statement of such costs, including appropriate
supporting documents. Any amounts not so paid shall accrue interest at the rate of fifteen percent
(151/6) per annum from the date funds are disbursed by the Manager through the date the
reimbursement payment is received by the Manager.
9. EMINENT DOMAIN.
9.1. Owner's Right to Award. Nothing herein shall be construed to give any
Owner any interest in any award or payment made to any other Owner in connection with any
exercise of eminent domain, or transfer in lieu thereof, affecting any other Owner's Parcel, or to
give the public or any government any rights in any Parcel. In the event of any exercise of eminent
domain, or transfer in lieu thereof, of any part of the Common Area or Outdoor Ground Leased
Portion located within the Shopping Center, the award attributable to the land and Improvements
of such portion of the Common Area or Outdoor Ground Leased Portion shall be payable to the
Owner in fee thereof, and no claim thereto shall be made by the Owners of any other portion of
the Common Area.
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9.2. Collateral Claims. All other Owners or persons having an interest in the
Common Area or Outdoor Ground Leased Portion so condemned may file collateral claims with
the condemning authority for their losses which are separate and apart from the value of the land
area and improvements taken.
9.3. Occupant Claims. Nothing in this section shall prevent an Occupant from
making a claim against an Owner pursuant to the provisions of any Lease between an Occupant
and such Owner for all or a portion of any such award or payment.
9.4. Restoration of Common Area or Outdoor Ground Leased Portion. The
Owner of the fee of each portion of any Common Area or Outdoor Ground Leased Portion so
condemned shall promptly repair and restore the remaining portion of the Common Area or
Outdoor Ground Leased Portion, as applicable, so owned as near as practicable to the condition of
the Common Area or Outdoor Ground Leased Portion, as applicable, immediately prior to such
condemnation or transfer, to the extent that the proceeds of such award are sufficient to pay the
cost of such restoration and repair and without contribution from any other Owner. The plans and
specifications for such repair and reconstruction shall be approved by the Manager and the repair
and reconstruction shall be overseen by the Manager.
9.5. Restoration of Improvements. In the event any Improvements or any
portion thereof located in the Shopping Center is condemned, the remaining portion of such
Improvements shall be demolished or restored by the Owner of the Parcel on which it is located,
and such Owner shall remove all debris resulting therefrom. In the event an Owner elects to rebuild
or refurbish any Improvements after such condemnation action, such Owner shall proceed with
due diligence to restore such Improvements to completion, In the event the remaining
Improvements are removed, the Owner shall thereafter maintain such affected area on the Parcel
in the manner provided for in this Declaration.
10. TAXES. Each Owner shall pay or cause to be paid directly to the appropriate
taxing authority before such taxes become past due, the real property taxes and other special taxes
and assessments assessed against the Parcel owned by such Owner, including the portion of the
Common Area or Outdoor Ground Leased Portion (if any) owned by such Owner, as well as any
rental taxes, if any, applicable to such Parcel on account of Owner's lease or rental thereof. No
Owner shall be responsible for the payment of any portion of real property taxes and assessments
levied against or otherwise contractually applicable to any other Owner's Parcel.
In the event any Owner fails at any time to pay, or cause to be paid, before delinquency its
taxes or assessments on any portion of a Parcel of which such Owner has a fee interest, and which
may become a lien on any of the Common Area, then the Manager or any other Owner may pay
such taxes and/or assessments, together with interest, penalties, and costs, and in any such event
the Owner obligated to pay such taxes and/or assessments shall promptly reimburse the Manager
or such other Owner for all such taxes and/or assessments, interest, penalties, and other charges
and until such reimbursement has been made, the amount thereof shall constitute a lien and charge
on the Parcel of the defaulting Owner. Nothing contained herein shall prevent an Owner from
paying its taxes under protest or challenging the validity or amount of any assessment, so long as
such Owner takes steps to prevent the delinquent taxes from becoming a lien on its Parcel or the
occurrence of a tax sale of such Parcel. The Owner initially failing to pay taxes or assessments on
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its Parcel shall be responsible to pay any and all costs and expenses incurred by the Manager or
another Owner to pay such amounts. Such reimbursement shall be made not later than thirty (30)
days after receipt of a statement of such costs, including appropriate supporting documents. Any
amounts not so paid shall accrue interest at the rate of fifteen percent (15%) per annum from the
date funds are disbursed by the Manager or the other Owner through the date the reimbursement
payment is received.
11. ENVIRONMENTAL LIABILITIES. Without regard to the party causing the
contamination, each Owner assumes all responsibly and liability for any and all damages, costs
and claims including, but not limited to remediation costs, incurred as a result of the release of any
Hazardous Material from its Parcel which migrates (or has migrated) or otherwise contaminates
(or has contaminated) another Parcel in the Shopping Center, including, but not limited to, leaks,
spills or losses or motor fuels related to underground storage tanks, piping, dispensing systems, or
other facilities or activities on or about any Parcel. Each Owner shall promptly comply with any
and all clean-up requirements of any governmental authority having jurisdiction pertaining thereto,
and shall indemnify the governmental authority having jurisdiction pertaining thereto, and shall
indemnify the other Owners for all costs, expenses and fees incurred by any other Owner
(including attorneys' fees in defending the same) resulting from any contamination or discharge
of Hazardous Materials. Any and all environmental assessment and remediation work shall be
performed in accordance with all applicable Laws. Notwithstanding the Foregoing. the Owners do
not assume responsibility and/or liability for, or indemnify any other Owner For, any such damages,
costs or claims resulting from any such release caused by, through or under any other Owner. This
Section 1 I is not intended to limit or define, and does not limit or define, an Owner's remedies
against a third -party which caused, or is responsible for. contamination on discharge of hazardous
materials.
12. DEFAULT.
12.1. Right to Cure; Past Due Sums. Should any Owner ("Defaulting Owner")
fail to timely perform any of its obligations hereunder (including any obligations of its Occupants
and excluding the obligations of the Manager), and thereafter fail to diligently commence
performing such obligation within fifteen (15) days after its receipt of a written demand therefor
from the Manager or a Declarant (herein, the "Curing Party"), the Curing Party shall, in addition
to any other remedy provided at law, in equity, or in this Declaration, have the right (but not the
obligation) to perform such obligation on behalf of the Defaulting Owner, and the Defaulting
Owner shall reimburse the Curing Party for the cost of performing such obligation within ten (10)
days after receipt of billing therefor and proof of payment thereof; except that a Declarant may not
cure such obligation if the Defaulting Owner is the other Declarant. In the event the Defaulting
Owner does not reimburse the Curing Party within such ten (10) days, the Curing Party shall have:
(i) the right to exercise any and all rights which such Curing Party might have at law or in equity
to collect the same; and/or (ii) a lien on the property owned by the Defaulting Owner, to the extent
of the amount paid by the Curing Party but not reimbursed by the Defaulting Owner, which amount
shall bear interest at a rate equal to the then published "Prime Rate" of Wells Fargo Bank, N.A..
plus five percent (5.0%) per annum (or, in the event Wells Fargo Bank no longer publishes a Prime
Rate, the Prime Rate, for purposes herein, shall be a rate agreed to by all the Owners) (the Owners
acknowledging that such rate may not be the lowest or "best" rate), or the highest legal rate of
interest, whichever is less, from the date of billing until paid. Such lien may be fled or recorded
22
by the Curing Party as a claim against the Defaulting Owner, in the form required by law, in the
office wherein mortgages and liens are recorded, which lien shall contain at least the following
information:
(a) The name of the lien claimant;
(b) The name of the Defaulting Owner;
(c) A description of the work performed on behalf of such Owner and a
statement itemizing the cost thereof which remains unpaid by the Defaulting Owner; and
(d) A description of the property being liened.
The lien so claimed shall attach from the date of recordation in the amount claimed
by "the Curing Party, and it may be enforced and foreclosed in any manner allowed by law
including, but not limited to, suits to foreclose a mechanic's lien, trust deed or mortgage under
applicable law. Any Owner filing such Hen shall concurrently notify the Defaulting Owner of such
tiling, and shall within sixty (60) days thereafter send to the defaulting Owner at its notice address
a copy of such lien showing such recording. Such lien, when so established against the real
property described in such lien, shall be prior and superior to any right, title, interest, lien or claim
which may be or is acquired or attached to such real property after the time of recording the claim
of lien.
Notwithstanding the above, the lien for any amount due by a Defaulting. Owner shall be
subordinated to the lien of any bona fide security device, including but not limited to, mortgage,
deed of trust and sale and leaseback obtained by an Owner of a Parcel for the purposes of the
improvement thereof (or a refinancing thereof); provided, however, that such subordination shall
apply only to the amounts due and owing to the Manager or a Curing Party which have become
due and payable prior to a sale or transfer of such Parcel pursuant to or in lieu of foreclosure by
the holder of such security interest. Such sale or transfer shall not relieve the Parcel from the lien
for any amounts thereafter becoming due, or from the lien of any subsequent amounts due.
To the extent another section of this Declaration shall provide a specific remedy for the
failure of a party to perform its obligations hereunder, the notice, cure and remedies provided by
this Section 12.1 shall be applicable only after application of the remedy otherwise specifically
provided.
In addition, If the Declarant or Manager fails to receive any monetary sum due to Declarant
or Manager within five (5) days after its original due date (without any written notice to the
Defaulting Owner that it has not been received), the Defaulting Owner shall pay a late fee of five
percent (5%) of the amount due. If Declarant or Manager receives any monetary sum due
Declarant or Manager more than thirty (30) days after its original due date, the Defaulting Owner
shall pay, in addition to the late fee provided above, interest on the outstanding balance of such
monetary sum, both before and after judgment at the rate of twelve percent (12%) per annum (the
"Default Interest Rate") from the original due date to the date of Declarant's or Manager's actual
receipt of payment. Declarant or Manager shall also be allowed to collect $50.00 for every returned
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check. Notwithstanding the foregoing, however, Declarant's or Manager's right concerning such
interest and service fee shall be limited by the maximum amount which may properly be charged
by Declarant or Manager for such purposes under applicable law. The foregoing remedies shall be
in addition to, and not in lieu of, or derogation of, or to the exclusion of any other remedy available
to Declarant or Manager under this Declaration, or at law, or in equity.
12.2. Injunctive Relief. In the event of any violation or threatened violation of
any provision of this Declaration, each of the Manager and the Declarants shall have the right, in
addition to any other remedies herein or by law or equity provided, to enjoin such violation or
threatened violation.
12.3. Breach Shall Not Permit Termination. No breach of this Declaration
shall entitle any Owner to cancel, rescind or otherwise terminate this Declaration, but such
limitation shall not affect in any manner any other rights or remedies which such Owner may have
hereunder by reason of any breach of this Declaration.
12.4. No Limitation of Remedies. The various rights and remedies herein
contained and reserved to each Declarant, Owner, and Manager, except as otherwise provided in
this Declaration, shall not be considered as exclusive of any other right or remedy, but shall be
construed as cumulative, and shall be in addition to every other remedy now or hereafter existing
at law, in equity or by statute, No delay or omission of the right to exercise any power or remedy
shall impair any such right, power or remedy or be construed as a waiver of any default or
nonperformance or as acquiescence therein.
13. NOTICES. Any notices, requests, demands, and other communications hereunder
shall be in writing and shall be given (i) by Federal Express (or other established express delivery
service which maintains delivery records), (ii) by hand delivery, (iii) by certified or registered mail,
postage prepaid, return receipt requested, or (iv) via email, facsimile or other electronic
transmission, to the Parties at the following addresses, or at such other address as the Parties may
designate by written notice in the above manner:
To Wadsworth: c/o Wadsworth Development Group, LLC
166 E. 14000 S., Suite 210
Draper, UT 84020
Attn: Roman Groesbeck, Esq.
roman(&wadsdev.com (Email)
With a copy to: Robert Walker, Esq.
Kirton McConkie
50 E. South Temple St., Suite 400
Salt Lake City, Utah 84111
Notices shall be deemed effective upon receipt, upon attempted delivery if delivery is
refused by the intended recipient or if the delivery is impossible because the intended recipient has
24
failed to provide a reasonable means for accomplishing delivery or upon electronic confirmation
that the notice has been delivered.
14. ATTORNEYS' FEES. In the event any Owner or a Declarant brings or
commences legal proceedings to enforce any of the terms of this Declaration, the prevailing party
in such action shall have the right to recover reasonable attorneys' fees and costs from the other
party, to be fixed by the court in the same action. The phrase "legal proceedings" shall include
appeals from a lower court judgment, as well as proceedings in the federal Bankruptcy Court,
whether or not they are adversary proceedings or contested matters. The phrase "prevailing party"
as used in the context of Federal Bankruptcy Court shall mean the prevailing party in an adversary
proceeding or contested matter, or any other actions taken by the non -bankrupt party which are
reasonably necessary to protect its rights under the terms of this Declaration. The phrase
"prevailing party" as used in the context of any court other than the Federal Bankruptcy Court
shall mean the party that prevails in obtaining a remedy or relief which most nearly reflects the
remedy or relief which the party sought_
15. DURATION. Except as otherwise provided herein, this Declaration shall remain
in full force and effect for a term of sixty-five (65) years from the date hereof, and shall
automatically renew for periods of five (5) years each, unless the Declarant agrees in writing to
terminate this Declaration. Such termination shall only be effective upon recordation of the
termination document in the official records of the political division in which the Shopping Center
is located. The Declarants shall deliver notice of any such termination to each Owner and
Occupant within seven (7) days of the termination. Upon written request, all Owners and
Occupants shall sign and acknowledge such notice.
16. MODIFICATION. Until ninety percent (90%) of the proposed Building square
footage within the Shopping Center shown on the Site Plan is improved and occupied, this
Declaration (including, without limitation, the Site Plan) may only be amended by the Declarant.
When more than ninety percent (90%) of the proposed Building square footage within the
Shopping Center is improved and occupied, this Declaration (including, without limitation, the
Site Plan) may only be modified by a written document executed by the Declarant and a group of
Owners whose sum of Pro Rata Shares equals at least seventy-five percent (75%). The Declarant
reserves the right to enlarge and add additional land to the Shopping Center, whereupon such
additional land shall be subject to this Declaration. The Shopping Center shall not be enlarged or
added to nor integrated with any other lands or premises without the prior written consent of the
Declarant. A Declarant may assign its rights, duties and obligations to its successor in interest and
shall notify the Owners and Occupants in writing of any assignment of such rights, duties and
obligations.
17. GENERAL PROVISIONS.
171. Accuracy of Recitals. Declarant hereby acknowledges the accuracy of the
recitals of facts and circumstances A through B following the introductory paragraph of this
Declaration, which are incorporated herein by this reference.
17.2. Not a Public Dedication. Nothing herein contained shall be deemed to be
a gift or dedication of any portion of the Shopping Center to the general public or for any public
W,
purposes whatsoever, it being the intention of the Declarant that this Declaration shall be strictly
limited to and for the purposes herein expressed. The Manager may take such actions as it deems
necessary to prevent any public dedication of any part of the Shopping Center by operation of law.
17.3. Severability. If any term or provision of this Declaration or the application
of it to any person or circumstance shall to any extent be invalid and unenforceable, the remainder
of this Declaration or the application of such term or provision to persons or circumstances other
than those as to which it is invalid or unenforceable shall not be affected thereby, and each term
and provision of this Declaration shall be valid and shall be enforced to the extent permitted by
law.
17.4. Pronouns. When required by context, the singular shall include the plural,
and the neuter gender shall include a person, corporation, firm, association, or other business
arrangement.
17.5. Cautions. The captions in this Declaration are for convenience only and
do not constitute a part of the provisions hereof..
17.6. No Partnership. The provisions of this Declaration are not intended to
create, nor shall they be in any way interpreted to create, a joint venture, a partnership, or any other
similar relationship between the Declarant and/or Owners.
17.7. Governine Law. This Declaration shall be construed and enforced in
accordance with, and governed by, the law of the State of Idaho.
17.8. No Presumption. This Declaration shall be interpreted and construed only
by the contents hereof and there shall be no presumption or standard of construction in favor of or
against the Declarant.
17.9. Run With Land. This Declaration and the easements, covenants, benefits
and obligations created hereby are intended to run with the land and shall inure to the benefit of
and be binding upon each Owner and their respective successors and assigns; provided, if any
Owner conveys any portion or all of its interest in any Parcel owned by it, such Owner shall
thereupon be released and discharged from any and all further obligations under this Declaration
as it had in connection with the property conveyed by it if the buyer assumes in writing all of such
obligations; and provided further, no such sale shall release such Owner from any liabilities, actual
or contingent, existing as of the time of such conveyance.
17.10. Estoppel Certificate. Each Owner agrees that, upon request by any other
Owner (the "Requesting Owner"), it will issue to a prospective lender of the Requesting Owner
or to a prospective purchaser of the Requesting Owner's interest, an estoppel certificate stating:
(a) whether the Owner to whore the request has been directed knows of
any default by the Requesting Owner under this Declaration, and, if there are known defaults,
specifying the nature thereof;
(b) whether this Declaration has been assigned, modified or amended in
any way (and if it has, then stating the nature thereof); and
26
(c) that to the Owner's knowledge this Declaration as of that date is in
full force and effect.
Such statement shall act as a waiver of any claim by the Owner furnishing it to the extent such
claim is based upon facts contrary to those asserted in the statement and to the extent the claim is
asserted against a bona fide encumbrancer or purchaser for value without knowledge of facts to
the contrary of those contained in the statement, and who has acted in reasonable reliance upon
the statement; provided, no Owner shall incur any liability whatsoever for any misstatement or
wrong information unless the same is the result of the gross negligence or willful act of the Owner
furnishing such information.
17.11. Contractual Obligations. All of the terms and conditions contained herein
represent contractual obligations of the Owners. The purchase of a portion or all of any Parcel by
any governmental entity shal I be deemed a proprietary act with full authority granted therefor from
any and all legislative body. The presentment of any claim or action against any Owner pursuant
to this Declaration (such as through the indemnification provision) shall be presentment and tender
of a contractual obligation. Under no condition shall any Owner be limited or restricted (including
any waiver due to the passage of time except for the statute of limitation period set forth in Laws
of the State of Idaho) in its ability to tender any claim or matter to an Owner in accordance with
the terms of this Declaration.
17.12. Force Maieure. Each Owner will comply with the time periods set forth
in this Declaration to the extent such provisions are applicable to it; provided each and every period
shall be extended for a period or periods of time equal to any period or periods of delay preventing
the performance of any Owner's obligations, which delays are caused by fire or other casualty,
acts of god, acts of nature, weather, refusal or failure of governmental authorities to grant necessary
approvals or permits (the Owner responsible thereof agreeing to use reasonable diligence to
procure the same), war, riot, or insurrections, or any other cause (except financial) beyond the
reasonable control of such Owner. In the event of any such delay, the Owner suffering such delay
shall seek and use to the extent available economically reasonable and comparable substitutes or
alternatives and shall promptly give written notice to the other Owners of the occurrence of such
delay and, upon termination thereof, notice of the termination of such delay. In the event an Owner
suffers such a delay and fails to give notice of the occurrence of and termination of such delay, as
provided herein, such Owner shall be deemed to have waived its right to an extension hereunder
on account of such delay. Notwithstanding the forgoing, in no event shall an event of Force
Majeure delay or prevent the payment of any monetary sum due under or in connection with this
Declaration.
17.13. Consent and Approvals. Wherever the consent, approval, judgment or
determination of a Declarant or Owner is required or permitted under this Declaration and no
express standard is specified (e.g., "reasonableness"), the party required to act shall exercise its
business judgment in good faith in granting or withholding such consent or approval or in making
such judgment or determination. If it is determined that such party failed to give its consent where
it was required to do so under this Declaration, an Owner affected by such denial of consent shall
be entitled to injunctive or declaratory relief but shall not to be entitled to monetary damages or to
terminate this Declaration for such failure. The review and/or approval by a Declarant of any item
27
or matter to be reviewed or approved by such Declarant under the terms of this Declaration shall
not impose upon such Declarant any liability for the accuracy or sufficiency of any such item or
matter or the quality or suitability of such item for its intended use. Any such review or approval
is for the sole purpose of protecting the Declarants' and other Owners' interests in the Shopping
Center, and no third parties shall have any rights as a consequence thereof.
17.14. Successors and Assigns. This Declaration shall be binding upon and inure
to the benefit of the Owners and their successors and assigns. To the extent a vote or consent of
Owners is required under this Declaration, each Owner shall have a vote equal to its Pro Rata Share
regarding the exercise of any rights of a Declarant.
[signalures to follow]
28
SIGNATURE PAGE
TO
DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS
AND GRANT OF EASEMENTS
IN WITNESS WHEREOF, this Declaration has been executed by the Declarants as of the
Effective Date.
Wadsworth Meridian, LLC,
a Utah limited liability company
By: Wadsworth & Sons, I..C,
a Utah limited liability co par
Its: Manager
By:
Print Name_
Its:
STATE OF UTAH )
SS.
COUNTY OF s
The foregoing instrument was acknowledged before me this j�f! _ day of ,
2020, by k- -L- WP, _r,,.t& , the G6u of Wadsworth & Sons, LLC, a
Utah limited liability company, the Manager of Wadsworth Meridian, LLC, a Utah limited liability
company, and acknowledged to me that said limited liability company executed the same.
• R08ERT ROMAN GROESBECK Notary Public
Notary Pubne - State of Utah
per" Y Commission Number. 710418
MY Commission Expires on
Mar. 24. 2024
29
EXHIBIT A
TO
DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS
AND GRANT OF EASEMENTS
(Legal Description of the Shopping Center)
A parcel of latad:ying in the NE l'a of the NE of Section 5- Towa%hip 3 North_ Range 1 East, Boise
Meridian- Ada Count s. Idaho_ said parcel i s also 1mosvr, as Parcel B of Record of Sursey fi:o. 641S, reco.ved
Febrzmnr 13_ -1004 a. irYstnitneur No. 104016727. of official record-. be4n.g ixit+re particalariz desci:i•ed as
t`ello�x ;:
CG1+S.UENCING at a found brass cap mark . -no the Northt as:r corner of said Section 5. Township 3 North,
Range 1 East. Boise MeridiatL Ada County. Idaho -said brass cap beans North 89'39' 20" East 2656.46 feet
trorn a set ' iV irou pits marking the North quarter coiuer of said Section 5- said brass cap alsa bear.; North
o^a'00'o0- sW-est 2611.41 feet (folme:Iy 2611 50 feet, from a rooms brays; cap marlsrg the East quadex corner
of said Section 5;
Thence South 000,-:10' En.t 4.00-00 feet along the Past ba3undaqy of the sai4 INN 1� oZ the ItiE �s of Section 5
to a point.
Thence North 84'''06'00"* West tronae:-:%Y North S3"2?'4t West and Narth 34-04' West) 51 ?9 feet to a set
5,'S- iron pin lying on the t'e;setly right-ot ;av of State .High a r 55 krf agie toad). Diet pin ai.o n1arking the
REAL POINT OF BECrEQ+ID4G:
Thence continuing North 34'06; 0- West (fo-me:l • North 34'04` odes) 423.70 feet to a set 5 iron gin:
Thence North 8I'54'00' West 24.72 feet to a .set 51iron piss_
Thence North 01'01*59" East (formerly \;Dial I''l 3P' East J16.81 feet) Z19?6 feet to a form4 `s`,'8- iron pia
iyir,gouthe Sc^usherh-right-o€way ofisstichRoad:
Thence North 39'39.20,_ Ea,t 43-1,81 :get alerts the said Southerly right-of-way of U%tick Road to a set 5:8-
iron pin mulaug the right-of-way iatenection of :said U- stick Road and said State Hiebwav 55 (Eagle Roans),
Thence Sout3 01-14139-, 1'1'e;t 35955 feet along the sand =V e_--terly right -of -tiara-: of State Highway 55 (Eagle
Reads to the POENT OF BEGIN-M-NG.
EXCEPTNG THEREFRO11 a parcel of land being a portion of that tract* of ?arid as described rta'.4 arrautrt
Heed IaFrsrament No. 10644)35 12, Ada Couaty Record-5, said parcel being situated in the NE x, of the''4i '. of
Secteca 5_ Township 3 NordL Range I East. $vise Meridian. Ada C -,act-.•_ Idaho. is moire Particularly
described m follows:
CONEMENCI G at the Northeast corner of raid Section 5;
Thence along the North Ito o "said cectioa North 89=44'39"- e—at. 42.45 feet;
Thence leaping said section line South 01''S0-34" West, 2-5-00 fee. tan the Northea<.;i corner of said tract being
the POINT OF BEGINND.G;
Thence c+ontinu n-, along the East hue of said tract South 01' 0' 347' W est_ 63 90 feet;
Thence l+ea =-- ,aid East lint Noah 43'54-11" West. 45.83 fees to a point being 56.00 feet South of the North
line of stud Section St*
Thence along a lute parallel with and 56 00 feet South of --.aid section ixe North 89'44'39- Vest- ISI 46 het:
Thence leavingsaid parallel line North 85` i'4t80. ?feet:
Thence North 33''4-' 15"':Kent 5S.01 feet to the W nr fine of laid tract;
Thence along :aid We:r hire North 01'41'54-- East_ 16 45 feet to a point being '5-00 feet S,:nth of, he Nort3t
ire of said Sec ticu 5:
Thence along a line parallel with and 15.00 feet South of mid wtioa hue Sutrth 99`44'39'- East_ 4521,30 feet
t�. the PoNi OF EEGrN-'NNG
Exhibit A
EXHIBIT B
TO
DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS
AND GRANT OF EASEMENTS
(Site Plan for the Shopping Center)
IN,
_n. i i.0 j u- L i- I I I TTT-rl=l A 1 1 r 1,11, 1
pad 1 pad 2
07m
64', 115
Pad
ShOPS Pad 4
Pad 3
Exhibit B
EXHIBIT C
TO
DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS
AND GRANT OF EASEMENTS
(Subdivision Plat of the Shopping Center)
[To Be Recorded by Declarant Following the Recordation of this Declaralion]
RECORN,V6 RE011/;STJ_,'D RY/1 VI)
fl"HEN RI -CORDED RETURN TO:
ADA COUNTY RECORDER Phil McGrane 2020-075458
BOISE IDAHO Pgs=19 BONNIE OBERBILLIG 06/19/2020 02:59 PM
PIONEER TITLE COMPANY OF ADA COUNTY $64.00
(Space Above For Recorder's Use)
MUTUAL CROSS -ACCESS EASEMENT AGREEMENT
This_ Mutual Cross -Access Easement (",Abreement") is made effective
this �J1.;�r C_ /% 2020, by and between WADSWORTH MERIDIAN,
LLC, a Utah limited liability company, and/or its assigns ("Wadsworth"), and SADIE CREEK
COMMONS LLC, an Idaho limited liability company ("Sadie Creels"), Wadsworth and Sadie
Creek may be referred to hereinafter collectively as the "parties," or individually as a "party," as
the case may be.
RECITALS:
A. Wadsworth owns or has rights to acquire that certain property near the corner of
Eagle Road and Ustick Road in Meridian, Idaho as more fully described in Schedule I which is
attached hereto and incorporated herein ("Wadsworth Property"), and depicted on Exhibit A
which is attached hereto and incorporated herein;
B. Sadie Creek is the owner of that certain property near the corner of' Eagle Road
and Ustick Road in Meridian, Idaho, as more fully described in Schedule 11, which is attached
hereto and incorporated herein ("Sadie Creels Property") and depicted on Exhibit A which is
attached hereto and incorporated herein;
C. The parties desire to create a permanent access driveway easement in the area
more fully described in Schedule III and depicted on Exhibit A which is attached hereto and
incorporated herein (the "Permanent Service Drive") and grant general rights of cross access
across the Wadsworth Property and the Sadie Creek Property east of the Permanent Service
Drive on the terms and conditions set forth herein (the "Easements").
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as Follows:
1. Recitals. The parties hereto repeat herein by this reference Paragraphs "A" through "C"
above, inclusive, as if said Paragraphs were set forth herein in full.
MVVUAL CROSS -ACCESS EASEMENT- I
47134.0021,121989721
2. Term. The term of this AS�reCl1lt Clt shall be perpetual.
3. Grant,
3.1 Wadsworth hereby grants Sadie Creek a non-exclusive perpetual access easement
over, on, across, that portion of the Wadsworth Property within the boundaries of the Permanent
Service Drive and over that portion of the Wadsworth Property which is from time to time
developed and used by Wadsworth for use by vehicular traffic (excluding parking areas, drive-
thru lanes, loading zones, or similar areas).
3.2 Sadie Creek hereby grants Wadsworth a non-exclusive perpetual access easement
over, oil, across, and through the Sadie Creek's Property within the boundaries of the Permanent
Service Drive and over that portion of the Sadie Creek Property east of the Permanent Service
Drive which is from time to time developed and used by Wadsworth for use by vehicular traffic
(excluding parking areas, drive-thru lanes, loadingzones, or similar areas).
4. Purpose of Easement. The Easements created hereby shall be used for ingress and
egress for pedestrian travel and vehicular travel by the parties and their successors and assigns
and their respective representatives, customers, invitees, and agents. No parking of any vehicles
shall be permitted on the easements granted Easement and no rights of cross parking are granted
by this Agreement.
5. Construction.
5.1 Permanent Service Drive. Either Party may elect to construct the permanent
improvements related to the Permanent Service Drive ("Constructing Party") in accordance with
plans and specifications to be prepared by the Constructing Pauly, and a construction contract for
the construction of the improvements by a qualified third party to be prepared by the
Constructing Party, subject to the reasonable approval of Elie other party, and prior to the start of
any improvements, temporary or permanent (the "Non -constructing Party"). The Non -
Constructing Party shall pay to the Constructing; Party its Pro -Bata Share (defined as 50% in the
case of Wadsworth, and 50% in the case of Sadie Creek) of all of the approved costs to construct
the permanent improvements related to the Permanent Service Drive within 30 days of its receipt
of written notice of completion of the same from the Constructing Party as well as lien waivers
related to the construction. Prior to construction of the permanent improvements required to
create the Permanent Service Drive, either party, at its own expense may construct temporary
improvements across the area within the Permanent Service .Drive in order to utilize the same.
All construction of the improvements to the Permanent Service Drive under this paragraph shall
be performed by licensed contractors in accordance with all applicable laws and rules and
regulations, and shall be warranted against defects against materials and workmanship for a
period of one year from completion.
5.2 Lien in Favor of Constructing Party. There is hereby created a claim of lien with
power of sale on the Wadsworth Property and the Sadie Creek Property to secure payment of the
obligations of the Non -Constructing Party pursuant to this Agreement together with interest
thereon at twelve percent (12%) and all costs of collection which may be paid or incurred by the
Constructing Party in connection therewith, including reasonable attorney's fees. Upon a default
MU UAL CROSS -ACCESS EASEMENT- 2
47134.0021,12199972.1
by the Non -Constructing Party in the payment of any sum due hereunder, the C011A acting Narty
may cause to be recorded in the office of the County Recorder a claim of lien. The claim of lien
shall state the amount of such delinquent sums and other authorized charges (including the cost
of recording such claim of lien), a sufficient description of the property against which the same
have been assessed, and the name of the record owner thereof. Upon payment to the
Constructing Party of all delinquent sums and charges, the Constructing; Party shall cause to be
recorded a notice stating the satisfaction of such delinquent suns and charges. Such lien may be
foreclosed by appropriate action in court or other person authorized to make the sale. Such sale
shall be conducted in accordance with the provisions of the Idaho Code applicable to the exercise
of powers of sale permitted by law. Upon the determination of which party is the Constructing
Party, the Non -Constructing Party agrees to release the lien on the Constructing Party's property
upon the request of the Constructing Party. Upon satisfaction of the Non -Constructing Party's
obligations set forth in Sections 5.1 and 5.2, the Constructing Party agrees to release the lien on
the Non -Constructing Party's property upon the request of the Non -Constructing Party. Each
party agrees to subordinate the foregoing lien upon the request of the other party, to a lender who
has, or is obtaining a first lien position on the requesting party's property.
5.3 Other Construction. The cost of the construction of improvements on easements
outside of the Permanent Service Drive shall be borne by the owner of the property on which
such easements are located.
b. Relocation Reservation/Access Point. The easements outside of the Permanent Service
Drive created hereby are being granted prior to the development of the Wadsworth and Sadie
Creek Property. Wadsworth and Sadie Creek have no obligation to make improvements upon
their respective property for such easements. Once constructed, Wadsworth hereby reserves the
right to relocate the easements outside the Permanent Service Drive upon the Wadsworth
Property after the development of the Wadsworth Property. Once constructed, Sadie Creek
hereby reserves the right to relocate the easements outside the Permanent Service Drive upon the
Sadie Creek Property either before or after the development of the Sadie Creek Property.
Notwithstanding the foregoing, the parties agree that upon development of their respective
parcels they shall each extend a paved drive aisle to the point of the Permanent Service Drive
designated on Exhibit A as the access point ("Access Point") which shall be connected with the
other drive aisles on such party's parcel, and thereafter, in the event of any relocation outside of
the Permanent Service Drive, each party shall be obligated to maintain a paved drive aisle which
connects to the Access Point and which shall be connected with the other drive aisles on such
party's parcel.
7. Each party reserves the right on their respective property to use ally of the areas
encumbered by the Easements and grant additional easements over the area subject to the
Easements (including but not limited to utility and drainage easements) so long as the same do
not conflict the terms of this Agreement.
8. Maintenance. Once constructed, each party shall, at its own expense. insure, maintain,
repair and replace any improvements situated within the Easements to the extent such
improvements are located on such party's property, including, without limitation, sweeping, seal
coating and snow removal and the like; provided, in each instance, the parties shall use
M I ITUAL CROSS -ACCESS EASETVI.ENT - 3
4713 4.0021.12198972.1
reasonable efforts with one another to coordinate the timing of the performance of such
maintenance activities.
9. Easement Obstructions. No fence or other barrier shall be erected or permitted within
or across the respective Easements which would prevent or obstruct the passage of pedestrian or
vehicular travel; provided, however, that the foregoing shall not prohihit (i) the temporary
erection of barricades which are reasonably necessary for security and/or safety purposes in
connection with the construction, reconstruction, repair and maintenance of improvements, on
the Wadsworth or Sadie Creek Property, including but not limited to utility work, it being agreed
by the parties however, that all such work shall be conducted in the most expeditious manner
reasonably possible to minimize the interference with the use of the respective Easements by
Wadsworth and Sadie Creek, and such work shall be diligently prosecuted to completion, or
(ii) the construction of limited curbing or other forms of traffic controls along the outer perimeter
of the respective Easement.
Wadsworth and Sadie Creek respectively, reserve the right to close off the respective
Easements for such reasonable period of time as may be legally necessary to prevent the
acquisition of prescriptive rights by anyone; provided, however, that prior to taking such action,
the parties shall give written notice to the other of its intention to do so, and to the extent
reasonably possible, the parties shall coordinate such closing so that the interruption in the use
and enjoyment of the respective Easements are kept to a minimum.
10. Binding on Successors. The easements created hereby shall be binding on the heirs,
successors, administrators, executors and assigns of all parties hereto and shall run with the land.
11. Counterparts. This Agreement may be executed in counterparts, each part being
considered an original document, all parts being but one document.
12. Indemnification.
12.1 Sadie Creek agrees to indemnify, defend and hold the Wadsworth, and its
successors, assigns and agents harmless from any and all claims, liability, losses, costs, charges,
or expense that arise from their respective use or use by their respective customers, agents,
contractors, employees, invitees, or representatives of the easements granted in this Agreement.
12.2 Wadsworth agrees to indemnify, defend and hold the Sadie Creek, and its
successors, assigns and agents harmless from any and all claims, liability, losses, costs, charges,
or expense that arise from their respective use or use by their respective customers, agents,
contractors, employees, invitees, or representatives of the easements granted in this Agreement.
12.3 The provisions of this Section shall survive any termination of this Agreement.
13. Remedies. In the event of a breach hereunder by any party, the non -breaching party shall
have all remedies available at law or in equity, including the availability of injunctive relief. In
any suit, action or appeal therefrom to enforce or interpret this Agreement, the prevailing party
shall be entitled to recover its costs incurred therein, including reasonable attorneys' fees and
disbursements.
M UTUAL CROSS -ACCESS LASEVIEN'r - 4
47134.0021,12198972.1
14. Insurance. shall at all times provide and maintain or cause to be provided and
maintained commercial general liability insurance with broad form coverage (including broad
form property damage coverage) insuring their use of the Easements with respect to bodily
injury, death or property damage or destruction in an amount not less than $2,000,000 for
personal injury or bodily injury or death of any one person, $2,000,000 for personal injury or
bodily injury or death of more than one person in one occurrence, and $500,000 with respect to
darnage to or destruction of property; or, in lieu of such coverage, a combined single limit
(covering personal injury, bodily injury or death and property darnage or destruction) with a limit
of not less than $2,000,000 per occurrence. Said insurance shall be written with an Ensurer
licensed to do business in the state in which the property is located and having rating of at least
A-/ViTI in the then current edition of Best's insurance Guide. Each party shall furnish the other
party (and their tenants upon request) with a certificate evidencing such insurance upon request.
The insurance which a party is required to maintain hereunder may be provided under a blanket
policy provided such policy otherwise complies with the requirements of this Agreement.
If the limits of such insurance become inadequate due to the changes in overall price
level or the size of claims being experienced, the limits shall increase to provide adequate
coverage for the Easements in accordance with limits for similarly situated and comparable drive
aisles. The parties shall review the insurance limits every five (5) years to determine whether the
insurance limits are adequate and negotiate what insurance limits should be required under this
section. Any increased insurance limits agreed to the parties shall be memorialized in an
agreement between all of the parties and binding on the parties as if the increased limits were set
forth originally in this Agreement.
15. Estoppel Certificate. The parties, upon request by the other, will execute and deliver to
the other an estoppel certificate setting forth the status of the performance of this Agreement,
whether or not the executing party knows of any default under the Agreement, and such other
matters as are reasonably requested by the requesting party. The non -requesting party shall have
twenty (20) days from its receipt of said estoppel certificate and/or other related documentation
to complete and deliver an executed document(s) to the requesting party.
116. Limited Representations and 'Warranties. Each Party represents and warrants to the
other Party that it is the owner of its respective property affected by this Agreement, that it has
authority to grant the easements herein without the need for any notice to, consent of or
subordination by, any other person or entity, and that such easement is and will be flee and clear
of all liens, encumbrances and restriction except those appearing of record.
17. Not a Public Dedication. Nothing herein contained shall be deemed to be a gift or
dedication of any portion of the easement to the general public, or for any public use or purpose
whatsoever, it being the intention of the Parties hereto that this Agreement be strictly limited to
and for the purposes herein expressed. Tile right of the public or any person to make any use
whatsoever of the Easements herein affected, or any portion thereof (other than any use
expressly allowed by a written or• recorded map, agreement, deed or dedication) is by permission
and subject to the control of the Parties hereto. Notwithstanding any other previsions herein to
the contrary, either Party may periodically restrict ingress or egress from; the Easements herein
described in order to prevent a prescriptive easement from arising by reason of continued public
MUTUAL CROSS -ACCESS EASEMENT- 5
,17 l3 d,002 L.12 r 98972.1
use. Any restriction on ingress and egress shall be limited to the minimum period necessary to
prevent the creation of a prescriptive easement and shall occur at suclr Ott time as to have a
minimum efieet on the Parties.
18. Amendment. This Agreement can only be amended, modified or terminated by a written
instrument, signed by all parties awning a fee interest in any portion of Wadsworth Property or
the Sadie Creek Property. Any such amendment shall be recorded at the office of the Ada
County Recorder. However, nothing herein shall be deemed to prevent either Party from making
changes to its property only, so long as such changes do not materially and adversely affect the
easements and rights granted herein.
19. Not a Partnership; No Third Party Rights. The Parties do not by this Agreement, in
any way or for any purpose, become partners or joint venturers of the other Party in the conduct
of their respective businesses or otherwise. The provisions of this Agreement relating to the
granting of easements are solely for the purpose of providing ingress and egress as provided
herein. This Agreement is not intended to create, not- shall it be in any way interpreted or
construed to create, any third party beneficiary rights in any person not a party hereto.
24. Notices. All notices, demands and requests required or desired to be given under this
Agreement must be in writing and shall be deemed to have been given as of the date such writing
is (i) delivered to the party intended; (ii) delivered to the then current address of the party
intended, or (iii) rejected at the them current address of the party intended, provided SEICh Writing
was sent prepaid. The initial address of the signatories hereto is:
Sadie Creek: f,andBaron Investments
Attn: Robert R. Black Jr.
10789 W. Twain Ave. Second Floor
702-851-3999 Tcicphonc
rblack culandbaronitiv.com Lmail
Wadsworth: Wadsworth Acquisitions, LLC
Attn. Roman Groesbeck
166 C. 14000 S., Suite 210
Draper, UT 84020
(801) 748-4088 Telephone
romanRwadsdev.conl Email
Upon at least ten (10) days' prior written notice, each parry shall have the right to change
its address to any other address within the United States of America.
[Tins space inlenlionally left blank Signatures appear nnfioIlotiving per e]
MUTUAL CROSS -ACCESS EASEMENT - 6
47134, 0021.12198972.1
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed
the day and year first written above.
WADS WORTH:
WADSWORTH MERIDIAN, LLC,
a Utah limited liability company and/or its assigns
By: Wadsworth & Sons, LLC,
a Utah limited liability company
Its: Manager
By: ---
Name:
Its
SADIE. CREEK:
SADIE CREEK COMMONS LLC,
an Idaho limited liability company
M UTUAL CROSS -ACCESS EASEMENT- 7
4713 4.0021.12198972. 1
STATE OF UTAH )
} ss.
COUNTY OF SALT LAKE )
On this _ -._ day of-. 2020, before nie, a Notary Public within and for
said County, personally appeared to me personally known, being first by
me duly sworn, did say that he is the _ of Wadsworth & Sons I1I, LLC,
Manager of Wadsworth Acquisitions, LLC, a Utah limited liability company.
NOTARY PUBLIC
Residing at
My Commission Expires -
STATE OF NEVADA
) ss.
County OF CLARK )
On this ; �� ' day of h� , 20ore me � before
personally appearecr e - - T., L�1s�lLk� -- known or identified to me (or proved to me
on the oath of _ ��, to be one of the members or managers of
the limited liability company of SADIE CREEK COMMONS LLC, an Idaho limited liability
company and the member or manager who subscribed said company name to the foregoing
instrument, and acknowledged to me that [he/she] executed the same in said company name.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Amber Bedwd
NOTAFiY PUM
NOTARY PUBLIC FOR NEVADA STATE OFWVK A Residing at lial `t W - `-i-r►[t.�r� ��'u_ ZT"' �R L✓�
P4APPL NaMy Commission Expires 1L L��L�
-�-----
MUTUAL CROSS -ACCESS EASEMENT - 8
47134.0021,12198972.1
)jy2 k
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed
the day and year first written above.
WADSWORTH:
WADSWORTH MERIDIAN, LLC,
a Utah limited liability company and/or its assigns
By: Wadsworth & Sons, LLC,
a Utah limit d liability company
Its: Nlanaber
By: ►
Name:
Its,
SADIE CREEK:
SADIE CREEK COMMONS LLC,
an Idaho limited liability company
By:_
Name:
MUTUAL CROSS -ACCESS EASEMENT- 7
4 7134.0021.12198972.1
STATE OF UTAH )
ss.
COUNTY OF SALT LAKE )
On this 1t�"' _ day of=j,}�,F. 2020, before me, a Notary Public within and for
said County, personally appeared V ,a , a to me personally known, being first by
me duty sworn, did say that he is the of Wadsworth & Sons, LLC,
Manager of Wadsworth Meridian. LLC, a Utah limited liability company,
R08ERT R AN CROE58E1K
Notary Public . State of Eltah
24
Commisslon Number; 710419
i MY commleaton Ex*as on
Mar. 2a, 20N
STATE OF 1DAHO )
ss.
County of _ )
NOTARY PUBLIC
Residing at
My Commission Expires
On this day of , 20_, before me _
personally appeared , known or identified to me (or proved to me
on the oath of ). to be one of the members or managers of
the limited liability company of SADI[E CREEK COMMONS LLC, an Idaho limited liability
company and the member or manager who subscribed said company name to the foregoing
instrument, and acknowledged to me that [he/she] executed the same in said company name.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
NOTARY PUBLIC FOR IDAHO
Residing at
My Commission Expires
MUTUAL CROSS -ACCESS EASEMENT - 8
47134, 0021.12198972.1
Schedule I
Wadsworth's Property Leal Uescriptkm
A parcel of land lying in die NE is of the NE `ta ol'Section 5. Township I North, Range 1 East, Boise
Meridian, Ada County, Idaho, said liurcel is also known as Parcel 8 of Record of Survey No. 6418. recorded
Februam 13, 2004 as Instrument No, 104016722, of otlicial records, king more patlicularly dcscr+bLd as
follows:
COMMENCING at a found brass cap marking the Northeast corner of said Section 5,'T'o+tynship 3 North,
Range I East, Boise Meridian, Ada County. Idaho, said brass cap bears !Forth 89"39'20" Gast 2656.46 feet
from a set 5!8" iron pin marking the North quarter corner of said Section 5, said brass cap also bears North
410'00'(XY' West 2611.41 fret (formerly 2611,50 feet) from a found brass cap marking the East quarter conger
61'said Scction 5;
Thence South € 0100*00" F:atit 400.00 feet along fie Fast boundary of the said NE 14 of the NE 'tA of Section 5
to a point;
Thence North 84°06'00" West (formerly North 93a27'47" West and North 94`04' West) 51.29 feet to a set
5'8" iron pint lying on the Westerly right-of-way of State Highway 55 (Eagle Road). said pin also marking the
REAL POINT OF BEGINNING.
Thence continuing North 84606'00" West (fiamterly North 9 4" 04' West) 428.70 feet to a set 5r'8" iron pin;
Thence North 8[°54'00" Wcsl 24,72 feet to u yet 5/8•' iron pill;
Whence North 0l`'05'59" East (lornterly North 1 °24'39" least 316.81 feel) 319.26 ti,ct to a found 5/8" iron pin
lying on the Southerly right-of-way cifbstick Road;
Thence North 89139'20" Cast 452,81 feet along the said Southerly right -of way of Us€ick Road to a set 5/8"
iron pin marking the right-ofway itnten4cction of said Ustick Road and said State Highway 55 (Eagle Road):
Thence South 01' 14'39" West 369.56 feet along the said Westerly right-of-way of State Highway 55 (Eagle
Road) to the POINT OF BEGINNING,
I:X('FPTr\G THI-.REFROM a parcel of land being a portion of that tract of land as dcscrihcd in %Vart ants
Deed Instrument No. 106009522, Ada County Records, said parcel hein.-situated in the NF. ',% of the NE';A of
Section 5, Township 3 North. lunge 1 East, Boise Meridian, Asia County, Idaho, is more particularly
described as follows:
COMMENCING at the Nortl+cast corner of said Section 5.
Thence along the North line of said section North 89044'39" West, 42,45 feet:
Thence (caving said section line Smith 0l -50'34" Wcs1. 25.00 Feet to the Northeast corner orsaid tract being
the POINT OF REGINNING,
Thence continuing along the East line of said tract South 0 ['50*34" West, 63.90 feet:
Thence leaning said Last line North 43°54' 11" West, 45.83 feet to a point heing 56 00 feet South of the North
line of said Section 5;
Thcncc along a line pasallcl with and 56,00 feet South of said section line north 89°44'39" West. 18140 feet,
Thence leaving said parallel line ltiarth 85n25'46" West, 180.57 feet:
Thence Notch 88°4715" West, 58,01 lecl io tite West line of said tract;
Thence along said lVest lino North 01"41'54" T act, 16_45 feet to a plaint being 25jio feet South of the North
line of said Section S.
Thence along a line parallel with and 25.00 feet South ufsaid section line South 89144'39" T act, 452.80 feet
to the POINT OF BEGINNING.
MUTUAL CROSS -ACCESS EASENlENT -9
4 7114.0021.1219 8972.1
Schedule It
Sadie Creek's Property
A parcel of land located in Government Lot 1 in the Northeast One Quarter of Section 5, Township 3
North, Range 1 East, Boise Meridian, City of Meridian, Ada County, Idaho, being more particularly
described as follows:
Commencing at the Northeast Corner of Section 5 of said Township 3 North, Range 1 East, (from which
point the North Quarter Corner of said Section 5 bears South 89"3920" West, 2656.46 feet distant);
Thence South 89'39'20" West, a distance of495.33 feet on the north line of said Section 5;
Thence South 01"05'59" West, a distance of 41.45 feet to a point on the easterly boundary line of that
Parcel as described in Warranty Deed Instrument Number 2017.094272 of Ada County Records, and on
the southerly right-of-way line of East Ustick Road, said point also being the POINT OF BEGINNING;
Thence South 01° 05' 59" West, a distance of 302.81 feet on the exterior boundary tine of said
Warranty Deed parcel;
Thence South 810 54' 00" East, a distance of 24.72 feet on the exterior boundary line of said
Warranty Deed parcel;
Thence South 849 06' 00" East, a distance of 428.70 feet on the exterior boundary line of said
Warranty Deed parcel to the Northeast Corner of Parcel C as described in Warranty Heed
Instrument Dumber 2017-094272 of Ada County Records, said point being on the westerly right-
of-way line of North Eagle Road;
Thence South 01' 14' 39" West, a distance of 276.81 feet to a point on the Northerly boundary
line of Bienville Square Subdivision, as same is shown on the Plat thereof, recorded in Book 102
of Plats at Page 13495 of Ada County Records;
Thence North 83' 54' 00" West, a distance of 510.21 feet on said Northerly boundary line;
Thence North 71' 28' 10" West, a distance of 803.90 feet on said Northerly boundary line to a
point on the East boundary line of Carol's Subdivision No. a, as sameis shown on the Plat
thereof, recorded in Hook 39 of Plats at Page 3248 of Ada County Records;
Thence North 00' 15' 11" West, a distance of 305.79 feet on said East boundary line to a point
on the Southerly right-of-way line of East Ustick Road;
Thence on said Southerly right-of-way line of East Ustick Road for the following courses and
distances;
Thence North 89" 39' 20"
East, a distance of 125.16 feet;
Thence South 45' 58' a5"
East, a distance of 40.04 feet;
Thence North 894 39' 20"
East, a distance of 59.00 feet;
Thence North 44" 47' 01"
East_, a distance of 53:86 feet;
Thence North 89" 39' 20-
East, a distance of 374.57 feet;
Thence South 89` 23' 16"
East, a distance of 206.36 feet to the POINT OF BEGINNI
The above described parcel contains
11.38 acres more or less.
MU'T't1At,CROSS-ACCESS EASE MCI 10
47134.0021.1219 8972.1
Schedule III
Legal Description of Permanent Service Drive
An easement located in Government Lot 1 in the Northeast Quarter of Section 5, Township 3 North,
Range 1 East, Boise Meridian, City of Meridian, Asia County, Idaho, being more particularly described as
follows:
Commenting at the Northeast Corner of Section 5 of said Township 3 North, Range 1 East, (from which
the North Quarter Corder of said Section 5 bears South BV39'20" West, 2656.46 feet distant);
Thence from said Section Corner, South 89039'20"' West, a distance of 495.33 feet on the north line of
said Section 5;
Thence South 01"05'59" West, a distance of 41.45 feet to a point on the southerly right-of-way line of
East Ustiek Road, sald point being the Northeast corner of Parcel "E', as shown on Record of Survey
Number 11747 of Ada County Records, said point being the POINT OF BEGINNING;
Thence South OP 05' 39" West, a distance of 302.81 feet on the east line of said Parcel "E';
Thence South 81' 54' 06" East, a distance of 24.71 feet;
Thence South 84' 06' 00" East, a distance of 6.32 feet to a point of curve,
Thence leaving said east parcel line, 9.08 feet on the arc of a curve to the right, .said curve having
a radius of 121.60 feet, a central angle of 04' 16' 39", a chord bearing of South 29' 38' 40" East,
and a chord length of 9.08 feet;
Thence South 31' 49' 01" West, a distance of 5.86 feet to a point of curve;
Thence 28.16 feet on the arc of a curve to the right, said curve having a radius of 116X0 feet, a
central angle of 13' 50' 22", a chard bearing of South 19' 07' 02" East, and a chord length of
28.10 feet;
Thence South 12' 11' 51" East, a distance of 34.62 feet;
Thence South 14' 31' 19" East, a distance of 67,31 feet;
Thence South 14' 31' 19" East, a distance of 67.31 feet;
Thence South 14' 31' 19" East, a distance of 5129 feet to a point of curve;
Thence 41.54 feet on the tare of a curve to the right, said curve having a radius of 115.50 feet, a
central angle of 20" 36' 23", a chord bearing of South 04' 13' 07" East, and a chord length of
41,32 feet,
Thence South 06" 23' 24" West, a distance of 29.12 feet to a point of curve;
Thence 2.74 feet on the arc of a curve to the left, said curve Having a radius of 29.00 feet, a
central angle of 054 2S' 07", a chord bearing of South 03" 22' 31" West, and a chord length of
2.74 feet;
Thence South 00" 39' S7" West, a distance of 0.95 feet to a point on the northerly right-of-way
line of East Picard Lane (Private);
Thence North 83' 54' 00" West, a distance of 30.21 feet on said northerly right.of-way line to a
point of curve;
MLITCIAL CROSS -ACCESS EASENIE.N'r- i i
47134.0021.12198972.1
Thence leaving said northerly right-of-way line, 7.25 feet on the arc of a curve to the left, said
curve having a radius of 14,50 feet, a central angle of 28' 39' 28", a chord bearing of North 20'
24' 48" East, and a chord length of 7.18 feet;
Thence North 06' 05' 04" East, a distance of 25.38 feet to a point of curve;
Thence 15.46 feet on the arc of a curve to the left, said curve having a radius of 43.00 fleet, a
central angle of 20' 36' 23", a chord bearing of North 04' 13' 07" West, and a chord length of
15.38 feet;
Thence North 14' 31' 19" West, a distance of 92.13 feet;
Thence North 14' 31' 18" West, a distance of 103.14 feet to a point of curve;
Thence 46.15 feet on the arc of a curve to the left, said curve having a radius of 84.10 feet, a
central angle of 31' 26' 41", a chord bearing of North 30' 14' 39" West, and a chord length. of
45.58 feet;
Thence North ill° Oa' 59" East, a distance of 246.21 feet;
Thence North 02' 12' 25" West, a distance of 25.14 feet to a point of curve;
Thence 46.81 feet on the arc of a curve to the left, said curve having a radius of 29.58 feet, a
central angle of 90' 40' 22", a chord bearing of North 44' 23' 17" West, and a chord length of
42.08 feet;
Thence North 00' 36' q4" East, a distance of 9.60 feet to a point on the southerly right-of-way
line of East U5tick Road;
Thence South 89' 2.3' 12" East, a distance of 45.52 feet on said southerly right<of-way line, to tl
POINT OF BEGINNING.
MVIVALC:ROSS-ACCESS EASEMENT- 12
4 7134.0021.12198972.1
NORTHEAST CORNER
FmTH IN CORNER SECITON S
SECTION5 7.3H.. RAL• RkI.
T.3N,ME,RM � 1
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E. USrICK ROAD S8913MIW 2M45' rSN R is Rnt
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C110i3 ACCESS 06MENT
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MLJ,rUAL CROSS -ACCESS EASEMENT'- 13
47134.0021.121989 72.1
Line Table
Curve Table
LINE
BEARING
LENGTH
CURVE
LENGTH
RADIUS
DELTA
CHORD REARING
CHORD LENGTH
L1
S01'Q5'591W
41.45'
C1
9.08'
121.60'
4'16'39"
S29'38'40"E
9.08'
L2
S01'052M
302.61'
C2
28.16'
116.60'
13°50'22"
S19°07'02"E
28.10'
L3
S81154%1
24 71'
C3
41-54'
115.W
20'3623"
SO4"1310711E
41.32'
L4
S84'08'OD^E
6.32'
C4
2.74'
29.00'
5'25V
S03°2231'W
2.74'
L6
S31'49' m
5.86'
G5
7.25'
14.50'
28'39'26"
N2024'481
7.1B'
L6
S12°11'51'E
34.62'
C6
15.46'
43.00'
20"3523'
1104'131)7W
15.36
L7
S14"31191
67.31'
07
46.15'
84.10'
31'26'41"
N30'14'39"W
45.58'
L8
S14°31'191
67.31'
C8
46.81'
29.56'
90'W22'
N4413'17"W
42.00
L9
S14'31'191
5.29'
L I O
SO6'2nM
28.12'
L11
S00''3957W
0.95'
02
N83'54"
_ 3021,
L13
N06'05'64T
25 M
L14
N14-31-19V
91.13'
L14
N14'31118'W
103.14'
L16
NO1°OS1591E
246.21'
L17
NOV 1225 W
25.14
L18
NOWN441
9.W
L19
S60`23'12'E
45.52'
MUTUAL CROSS -ACCESS EASEMENT- 14
47134.0021.12198972.J
An easement located in the Government Lot 1 in the Northeast Quarter of Section 5, Township 3 North,
Range 1 East, Boise Meridian, City of Meridian, Ada County, Idaho, being more particularly described as
follows:
Commencing at the Northeast Corner of Section 5 of said Township 3 North, Range 1 East, (from which
point the North Quarter Corner of said Section 5 bears South 89'39'20" West, 2656.46 feet distant);
Thence from sald Section Corner, South 89'39'20" West, a distance of 495.33 feet on the North line of
said Section 5;
Thence South 01"05'59" West, a distance of 41.45 feet to a point on the Southerly right-of-way line of
East Ustick Road, said point being the Northeast corner of Parcel "E', as shown on Record of Survey
Number 11747 of Ada County Records, said point being the POINT OF BEGINNING;
Thence South 99' 23' .16" East, a distance of 40.76 feet on said Southerly right-of-way line;
Thence leaving said southerly right-of-way line, South 38' 12' 30" West, a distance of 16.62 feet;
Thence South OW 12' 44" West, a distance of 6,33 feet;
Thence South 61' 33' 48" West, a distance of 11.78 feet;
Thence South 03' 23' 23" West, a distance of 39.58 feet;
Thence South 01' 05' S9" West, a distance of 210.71 feet to a point of curve;
Thence 27.77 feet on the arc of a curve to the left, said curve having a radius of 44.50 feet, a
central angle of 356 45' 37", a chord bearing of South 16' 46' S0" East, and a chord length of
27.33 feet;
Thence South 33' 13' 19" East, a distance of 6.11 feet to a point on the Northerly boundary line
of Parcel "E" of said Record of Survey 11747;
Thence North 84' 06' 00" West, a distance of 6,32 feet on said Northerly boundary line;
Thence North 81' 54' 00" Vilest, a distance of 24.72 feet on said Northerly boundary line;
Thence North 01' 05' S9" East, a distance of 302.81 feet the POINT OF BEGINNING.
The above described area contains 0.14 acres more or less,
MUTUAL CROSS -ACCESS EASE 1IENT- 15
47134.0021.12198972.1
liCkilHfJlST,3N:. Ri CORf�R
NORTH 1A CORNER SECTION 6
S£C110i15 fE., 8 AR
T.M. R 1E., 8 M k
WVt RM4 RhY MM OF UAFt21S-'Y S 37 5.33
1
F. C STICK ROAD _ _ S8913MV MUG' T /NCR IE,814 —
M. w. 2161.13, L2 495 33' T 3N .R^tF. 9.IA S 5 t F
L3
P00 L4
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MM ACCESS U MElrt I I v1
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4114
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SECTICYIS
TAN., R 1E, B.M.
Line Table
LINE
BEARING
LENGTH
L1
W"05191
41.45'
LZ
S8823161
4076'
L3
638'12'30'W
16.62'
L4
S00112'4419
6,33'
LS
S61'33'48 W
11.78'
L6
S0323'23 W
39.50'
L7
80i°05'991RJ
210.71'
L8
S33'ITIVE
6.11,
L9
N8a N01V
6.32'
L10
1181°54'0M
24.72'
L11
NOI M'!
302.81'
Curve Table
CURVE
LENGTH
RADIUS
DELTA
CHORD BEARING
CHORD LENGTH
C1
Z7,77'
44.50
W 6'37•
SW46SO E
27.33'
MUTUAL CROSS -ACCESS EASEMENT - 16
4 713 4.0021.121989 72.1
0
EXHIBIT A
Site Plan
Sadie Creek's Property
Wadsworth's Property
Permanent Service Drive
MUTUAL CROSS -ACCESS EASEMENT- 17
4 713 4.002 1.121989 72.1