Mountain View Plaza PUD Application (12/11/00)_
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Application Petition
Narrative
Exhibit
A. Title Report
B. Location Map — Surrounding Zoning
C. Adjoining Property Owners
D. Landscape Details
E. Perspectives
F. Elevations
G. Draft CC&Rs
H. Drawings (11 x 17 format)
24x35 bound separately
I. Pack and MDOT Agreement
Flathead Regional Development Office
723 5t" Ave. East Room 414
Kalispell, MT 59901
Phone: (406) 758-5980 Fax: (406) 758-5781
PETITION FOR ZONING AMENDMENT
CITY OF KALISPELL
1. NAME OF APPLICANT: Crosswell Development, Stan Beard
2. MAIL ADDRESS: 2131 Sage Road, Suite 380
3. CITY/STATE/ZIP: Houston, TX 77506 PHONE: (7130 266-9200
TECHNICAL ASSISTANCE CONTACT: Michael Fraser, P.E.
Thomas Dean & Hoskins
Phone: (406) 752-52465
4. INTEREST IN PROPERTY: Contract purchaser
5. ZONING MAP AMENDMENT: X ZONING TEXT AMENDMENT:
REGULATIONS, PLEASE COMPLETEH• !
A. What is the proposed zoning text amendment?
Change Dome Site PUD to Mountain View Plaza PUD
iF TIM REQUEST PERTAINS TO AN AMENDMENT TO Tom. ZONING MAP, PLEASE.
COMPLETE THE FOLLOWING:
A. Address of the property: 2355 Hwy 93 N, Kalispell, MT 59901
B. Legal Description: Parcel 1 COS 12230 tract 1 COS
(Lot and Block of Subdivision; Tract #)
13919 tract 2 COS 13919 all in Sec. 31 T29N R2IWPMN
(Section, Township, Range) (Attach sheet for metes and bounds)
C. The present zoning of the above property is: Dome Site PUD
D. The proposed zoning of the above property is: Mountain View Plaza PUD
E. State the changed or changing conditions that make the proposed amendment necessary:
The subject property was proposed as a limited commercial and Dome Site PUD. The feasibility
of constructing and successfully operating a Dome has lessened since approved. Section 36
immediately west of the site is subject to carefully developed land use and land -planning
guidelines which when implemented will enhance the Highway 93 corridor. Amending the PUD
to compliment the Plan for section 36 is a unique opportunity to assure the north entrance to
Kalispell will be an example to be emulated for the other entrances.
HOW WILL TBE PROPOSED CHANGE ACCOMPLISH TBE INTENT AND PURPOSE OF:
A. Promoting the Master Plan: the property is located within the jurisdiction of Kalispell and is subjeect
to the Kalispell City - County Master Plan. Compatible policies of the Master Plan, for the proposed
PUD, include the following:
® "Set standards for the designation or expansion of commercial areas based on a compact
development -pattern designed to meet the needs of the intended service area and not the
desires of speculation or strip developers."
® Establish flexible Planned Unit Development Standards encouraging ...... development
which addresses site limitations, and interesting design and open space into a unified
development.
® The land use map of the Master Plan includes a single designation for__these parcels
"COMMERCIAL".
B. Lessening congestion in the streets and providing safe access: The PUD is designed to mitigate traffic
impacts. A major new internal street system is proposed with limited access onto West Reserve and
Highway 93. A Traffic Impact Study is being undertaken. The Study will address the improvements
necessary to mitigate impacts on the principle highways, with such improvements as signals turn
lanes and limited turning movements onto and off the site. The inclusion of significant open space
reduces the intensity of development and thus traffic generation. Additional discussion is provided in
the PUD Narrative included with this application.
C. Promoting safety from fire, panic and other dangers: The amendment of the PUD will consider the
needs of the emergency service providers for unrestricted access to the developed pads. Site design
has been undertaken with the goal of utilizing site topography to reduce dangers inherent to the
current gravel pit operation by reducing the slope angles reducing slope length and vegetating the
slopes to reduce erosion potential. The developed facilities will access public water, sewer and
transportation systems. Free and ready access will promote quick response times for the responders.A
D. Promoting the public interest, health, comfort, convenience, safety, and general welfare: The PUD is
designed to be a compact development not relying on public funding for development. A complete
range of public services will be provided by the developers. The public interest is being served by
providing the services at no cost to the taxpayer. Public interest is also enhanced by the development
of additional tax base to the city. Extension of public utilities to the site is in the public interest in
removing the existing drainfield from service and providing a new water source for the city's upper
zone. - -
E_ Providing adequate light and air: The commercial PUD provides for a less intensive land use then
would be allowed by conventional B-2 Zoning. By proposing a less intensive use -the open space
component is increased which increases the availability of light and air. The unique tiered site design
places the majority of any structure all or partially below grade. Visual impact is significantly less
then a similar development on an at grade site. Proposed allowed uses are more focused then B-2
Zoning. Uses relying on outdoor sales are not allowed a plus for maximizing the aesthetics of the
site.
F. Preventing the Overcrowding of the Land: The road systems, open space, and development pads have
been sized to accommodate the site. Overcrowding is prevented by the restrictive requirements of the
site plan.
G. Avoiding undue concentration of population: The proposed PUD is consistent with the master plan
designation "Commercial". Uses proposed are less intensive in terms of lot coverage then a general
business zone. Thus the PUD will generate a lessor concentration of people.
H. Facilitating the adequate provision of transportation, water, sewer, schools, parks and other public
requirements: Impacts on public services will be negligible. The property is within the area defined in
the _extension of services plan, was annexed with the goal of services being available and is planned
for the extension of services at no cost to the city. An abundance of open space pedestrian paths and
landscape is proposed to further provide public facilities. No residential uses are proposed; impacts
to schools will be tax revenue without costs of education. Utility hook up fees tax revenues and
potential future utility service are positive benefits to the city.
I. Giving reasonable consideration to the character of the District: The proposed PUD is designed as a
compact commercial development. Surrounding land uses are commercial to the north a mixed
commercial use to the west and high density multifamily the northwest. A commercial development
will not adversely impact these uses. The master plan anticipated these commercial uses.
.Giving consideration to the peculiar suitability of the property for particular uses: The property is
suited for the particular uses allowed due to its location size and unique topography. Open space
treatments and intensive landscape treatments along the perimeter and as a backdrop provide for a
taste full blending of the commercial use along a major transportation network The site dessi�n a
tiered development placing the most intensive uses the furthest from the highways in the lowest area
of the site with a landscaped back drop accents the theme of "Mountain View ".
K. Protecting and conserving the value of the buildings: The proposed uses are intended to complement
the character of the surrounding properties and be built in a regulated fashion to insure excellence in
design and function. The quality of the proposed PUD as measured by the transportation system
extensive landscape, provision of open space architectural control and scale of the development are
all positive elements adding to the value of this and adjoining properties. Mountain View will
compliment the State Lands development by implementing many of the same policies.
L. Encouraging the most appropriate use of land by assuring orderly growth: A PUD is a PLANNED
UNIT DEVELOPMENT a unique zoning tool were by the development is viewed before
construction through exhaustive review. This allows impacts of the specific proposal to be modified
to establish the basis for approving an exceptional project without the uncertainties of subdivision.
The proposed PUD is an excellent example of planning to meet community needs and utilizing a site,
which in other circumstances would be an unattractive entrance feature to the City of Kalispell
The signing of this application signifies approval for FRDO
monitoring and inspection during the appr val p ocess.
M
licant)
( er)
to be present on the property for routine
1z-11-06'
(Date)
(Date)
\ I C� I � \ III \ \ I I A\ / C\
A
COMMERCIAL
PLANNED UNIT DEVELOPMENT
for
CROSSWELL DEVELOPMENT CORPORATION
Prepared by:
Thomas, Dean and Hoskins
690 N. Meridian Road
Kalispell, MT 59901
In coordination with:
John Parsons, AICP;
Bruce Lutz, ASLA; and
City of Kalispell.
DECEMBER, 2000
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This application will amend the existing Valley Dome PUD eliminating the Dome and
motel from that project to allow the site to accommodate three large commercial retailers.
The overall lot coverage will decrease 14% from the Dome site proposal and over 25%
when parking and other hard surface features are included. Increases in open space
include not only the decrease in building coverage but also a significant decrease in area
committed to roads and parking. Each of these decreases results in an increase of
landscaped open area. This proposed PUD is a logical and sensitive design for a
commercial development and utilizes the Kalispell City County Master Plan and it's
Amendments to bring the best possible project forward. The development of this most
significant and largest undeveloped commercial site in the city limits will result in a
highest quality development. As proposed Mountain View Plaza will have less visual
impact due to lower building heights, generate less peak traffic, and soften the site with
large areas of open space. In addition, if traditional zoning were applied to the property it
would fail to offer the long-range assurances relative to land use decisions, efficiency of
service, and coordination of the transportation landscape and signage proposed by this
PUD. It is the intent of this application to present a cohesive picture of a planned
commercial development and its implementation through the subdivision process.
This Commercial Planned Unit Development (PUD) is proposed as an amendment to the
existing Valleydome Site PUD, the nearly 60 acres that comprise the Nu -Pack property
and Montana Department of Transportation (MDOT) maintenance facility along
Highway 93 North. The approved Dome PUD would be modified by this amendment to
change the uses approved for the area the dome, motel, and support facilities and to
modify the layout on the balance of the site. In their place, additional large-scale
commercial tenants would be allowed along with other commercial uses consistent with
B-2 Zoning. Categories of uses that are anticipated to be locating in this center are retail,
food and beverage, and service/financial. The types of uses that would not locate here are
uses that require substantial outside display of product or produce objectionable noise and
odors. Those are felt to be in conflict with and inappropriate with the intended goals of
this PUD, to provide a comprehensive and attractive development for the 60 acres at the
northerly entrance to Kalispell. This proposal is the result of extensive research,
planning, coordination, and input from area resources. As proposed, this commercial
PUD blends thoughtful land planning, architectural concepts, landscape design, integrated
pedestrian and vehicular features, and open space to achieve a functional, efficient,
visually esthetic commercial development. This project provides an attractive entrance to
the City for visitors traveling south on Highway 93 and a good lasting impression
complimenting Kalispell for those travelling north.
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A major objective of the PUD design is to create an interactive community of commercial
uses with an inward orientation for vehicular and pedestrian accessibility and circulation.
Along with an architectural theme that results in buildings blending with the unique site
topography, significant landscaping will enhance this theme and soften the commercial
features. In this way, the property will enhance the otherwise unsightly entrance into the
City and continue this area into its transitional land use.
A Neighborhood Plan has been approved for Section 36, on the west side of Highway 93.
That Plan adopted several general goals as well as specific goals for the Mixed
Commercial designation immediately across the Highway from Mountain View Plaza.
This PUD embraces these goals and has integrated key principles into this project. A few
of the common interests between both projects include:
Maintain a pleasing highway corridor entrance to and from the city,
Provide for a systematic and logical development pattern by considering
phases through priority of development,
Identify appropriate locations for commercial uses,
Encouraging the village concept and minimizing the appearance of
highway strip development which is characterized by substantial outdoor
display of products,
Incorporate appropriate development standards,
The development should have convenient access to Highway 93 while
minimizing the number of drive accesses to the Highway,
Specific uses should not- have direct access onto the Highway or structures
oriented toward the Highway,
Create integrated internal transportation corridors for the structures to
orient toward,
A common landscape philosophy should include street tress and plantings
associated with the parking lots and buildings,
Exterior lighting should be low profile and direct light inward and
downward
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Exterior appearance of wails and roofs visible from the Highway should
contain architectural elements found on the front portions of the buildings.
Surface planes, such as walls and roofs, should be broken up in such a
manner as to create a visual interest, avoiding monotony. Applied finishes
of buildings should be earth tones.
Building footprints in excess of 60,000 square feet should be located a
minimum of 300 feet from the highway,
All portions of the lot area :outside the building footprints and parking lots
shall be landscaped and irrigated, and
r
City services are to be extended to the pods as soon as practical based
upon consideration of demand for the type of use,
Development of the entire 60 acres will occur over a considerable length of time. The
phasing plan proposed will allow each individual commercial pad to be developed along
with the necessary infrastructure, open space, transportation network, and landscape to
provide another piece to complete the commercial community. The phasing plan is
crafted in such a manner so that each phase will complement the implementation strategy.
The application process for creating a PUD is set forth in Chapter 27.21 Kalispell Zoning
Ordinance. Mountain View Plaza is proposed as a commercial PUD as outlined in
section 27.21.030(3)(b). Further, Section 27.21.030(5) (a - n) indicates the requirements
for submittal of the PUD Preliminary Plan. The application narrative follows the outline
of these regulations.
EVALUATION CRITERIA
® LAYOUT.
The 60-acre site was surveyed in the fall of 2000 to obtain an accurate map. Results are
depicted on the attached topographic map. Superimposed on the topo map are the
development pods, their sizes, parking, open areas and streets. The map identifies a
maximum of three major users in the east portion of the site and five other pods in the
west portion of the site back from Highway 93. A clearly defined transportation network
is shown which efficiently takes traffic off Highway 93 and West Reserve Drive into the
internal transportation corridors serving each intended use area. Also identified, are the
significant open space areas and pedestrian .path system connecting to the path along the
Highway. Subsequent drawings show a preliminary utility plan, preliminary site grading
and drainage plan, and preliminary phasing plan.
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® CATEGORIES OF USES.
The plan proposes categories of uses instead of attempting to create a comprehensive list
of individual uses that can never completely include every possible use, much less know
what the future might bring in the way of new uses. To assist in defining and simplifying
this report three categories of uses are provided with examples of specific uses. These
specific uses are for conceptual purposes only and are not limiting the uses permitted in
the Plaza. Generally the types of uses that will be permitted in this center are those that
are typified by indoor displays of the product for sale. However, incidental outdoor
display is permitted. The categories of uses that are expected to occur are as follows:
1. Retail - shops and stores that sell products such as gifts, business
supplies, cards, art supplies, cameras, clothing, furniture, hardware, toys,
sporting goods, pets and pet supplies, food, liquor, etc;
2. Food and Beverage restaurants, take and bakes, taverns, bakeries, ice
cream store, etc;
3. Financial Services and Offices - banks, title companies, professional
offices, etc.
The category of uses that will not locate here are typically those that depend on outside
storage of material and goods or those that produce objectionable noise and odor, for
example (but not limited to): car wash, sale service and repair of vehicles, lumber yards,
auto rental etc.
® DEVELOPMENT STANDARDS.
Property development standards establish minimum lot sizes, building heights, and
setbacks. The table below lists the standards for this PUD:
Minimum lot area: _
1 acre
Minimum lot width:
None
Minimum setbacks:
Highway 93 — 60 Feet
West Reserve Drive - 60 Feet
Interior entrance drives - 40 Feet
Other interior drives - 10 Feet
Maximum Building Heights:
Three major structures - 45 Feet*
Other structures - 16 Feet
Landscape Areas:
All setbacks and open space areas per the
enclosed schematic plans
*Building height will be limited to 38 feet. An additional 7 feet of height is proposed for
screening of roof mounted heating and ventilating units.
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The site layout includes 5 building pads on the west half (front) of the site that range in
size from 18,000 square feet to 24,200 square feet. The front building pads contain a
total of 106,400 square feet. From north to south the building pads contain 24,200;
18,000; 18,000; 24,200; and 22,000 square feet respectively. The east half of the site
contains the three major retailers whose buildings will, from north to south, contain
130,845; 127,337 and 148,663 square feet for a total of 406,846 square feet. The
maximum total building area for the project is 573,246 square feet.
Due to the volatility of the market and to create flexibility in design each of the building
pads may be reoriented. In addition, these building pads may be expanded not to exceed
10% of their approved size. If a pad is upsized another pad must be downsized an equal
amount, thus the total building area for the site will remain the same. An example of an
increase might be a retailer that needs 26,000 square feet, an increase in 1800 square feet
for their use in the northern most pad, this might be accomplished by the developer
reducing one or more of the other pads by 1,800 square feet. This is virtually no different
than an interior shopping mall moving walls around to accommodate their tenants.
® INFRASTRUCTURE.
Utility services shall be public water and sewer located in the private internal drives. The
preliminary features of each are described below:
Water: The closest available Kalispell water main is located at the north side of the
Flathead Valley Community College. It is a 12" public main. Static pressures are
approximately 95 psi. A new transmission main will be extended west to the Highway
right of way and then north along tile right of way to the south boundary of Ole's Country
Store. A looped system will be brought through the site extending to the northeast
boundary adjoining West Reserve Drive.
Demands by the proposed development have been estimated based on similar
developments in the Kalispell and Evergreen area. A fire flow of 2250 gallons per
minute and summer irrigation demand have been factored into the preliminary design.
Not included are fire sprinkler demands for the individual structures. These would be
included in the final analysis. The City should consider joint venture to provide sizing a
main suitable for extension to the north thus reducing future costs to the taxpayer.
Improvements would consist of a 12"main extension from the college to the site installed
parallel to Highway 93. Within the site, improvements would be 8" mains with fire
hydrants, services and sprinkler connections. Residual pressures will meet the
requirements, 20 psi, with flow of 2600 GPM. The flows and pressures have been
computer modeled to document residual flows in the entire upper zone.
A well has been drilled on the site, which appears to meet the standards for a public water
supply. This well will be improved and connected to the looped system and turned over
to the City. Connection will include a pump house, chlorinating facilities, telemetry and
connection. The well is reported to produce over 1800 gallons per minute. It would be
connected to the 8" loop to the 12 " main
The water infrastructure will be installed concurrent with the respective phases, generally
as shown on the proposed phasing plan. Installation with each phase will be the
responsibility of the developer and as part of subdivision.
Sewer: Flathead Community College is served via an 8" gravity sewer, which flows
under Grandview Lane to a lift station. Sewer service from the development will connect
to this line. Analysis of the lift station capacity both for the Buffalo Commons Project
and as part of the Preliminary Engineering Report for Section 36 indicated the lift station
is currently serving approximately half it's ultimate service population, 2800 residential
units. The lift station peak flow capacity is approximately 450 gallons per minute. Based
on pump records, peak flows use about 225 gpm.
Development of the Crosswell/Pack site as commercial will contribute approximately 30
gallons per minute average flow and 120 to 180 gallons per minute peak flows to the
Grandview lift station. Estimated flows are based on meter water use from three similar
sites in Kalispell and Evergreen. This development will require a lift station, the average
and peak flows will be the actual pump rate of the lift station. For this preliminary
analysis the on -site lift station will be sized for two pumps each having a capacity of 100
gallons per minute. The Grandview lift station has sufficient storage and pumpage to
accept the peak flows.
Within the site, the three major retailers would be served with gravity sewer mains
flowing to the central lift station. The Highway 93 frontage lots will connect directly to
the lift station using a gravity main. Improvements are schematically shown on the
attached development plan. Gravity sewer will be extended to the north property line for
future connection.
The on -site lift station would discharge through a 4" force main to the 8" gravity main
that will be installed parallel to Highway 93 and flow to a manhole north of Grandview
Lane. This manhole is 17.25 feet deep which allows the gravity sewer to extend over
4000 feet north to the south boundary of the Ole's Convenience store. Because of the
terrain variations, fill may be required in several areas over the main to meet minimum
cover requirements.
There will be adequate capacity in the proposed gravity sewer and existing lift station to
provide service to the High Tech Park proposed for the State Section west of Highway
93, Ole's, and Mountain Villa Apartments.
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Storm Drainage: The site has for years been used as a source of gravel, geo-technical
investigations support the fact the site is on top of a gravel deposit. These materials have
high permeability. The enclosed drainage plan shows a conceptual system where the
surface runoff will be collected in separate drainage areas with each draining to a drywell.
The drywells would be 4 to 6 foot diameter perforated concrete cylinders buried 6 to 8
feet in the gravel. Storm water would flow to the drywell and percolate into the ground.
During design the permeability of the gravel would be determined and the drywells
designed accordingly (the soils survey estimates of permeability are attached).
Interior Drives: The drives within the PUD will connect to Highway 93 at three
locations; near the south boundary, approximately mid site, and near the north boundary.
The north and south access are proposed as right turn in and out only with an island to
discourage a crossing movement. The main access is proposed as a signalized
.intersection with a left turn and right turn exit lanes and one entry lane. Interior access
drives would range between 28 to 40 foot wide.
A second major access is proposed for West Reserve. This would also be signalized,
with right turns into the site and left and right turn lanes leaving the site. Final
improvements such as traffic signals, lane configurations, and interior improvements will
be subject to a Traffic Impact Study. The Department of Transportation, Traffic Bureau
in Helena, will approve its recommendations. The developer will construct the
recommended improvements as each phase is developed.
All drives within Mountain View Plaza will be two-lane, two-way paved with curb and
gutter and sidewalks. Adjacent to the principle circulation system will be a pathway for
pedestrian circulation. The pedestrian path will connect Highway 93 to West Reserve.
All interior intersections will be controlled with stop signs. Signage will occur as the
phases are implemented.
Parking: These drives will provide access to the parking areas of the development. A
Cross -Access and Parking Agreement will be provided with the subdivision application.
All drives and parking will be paved and drain to onsite drywells. A total of 2741
parking spaces are being provided for the 513,246 square feet of floor area of the uses
outlined in this document. This equates to one parking space for every 187.2 square feet
of floor area or 5.34 spaces per 1000 square feet. This ratio exceeds the requirements of
the Regulations. Parking ratios exceed the minimum requirements of the regulations.
® ELEVATIONDRA WINGS.
The Mountain View Plaza PLD generally anticipates two styles of architecture. The
lower land use area will be large box store uses, while the upper area will be focused on
smaller specialty commercial. All structures will be subject to the architectural controls
of the covenants, elevations and general requirements outlined in this document. Two
conceptual building types are presented with this application. The larger commercial
buildings are typical to a nationally recognized retailer and are for use for the back lower
area of the development ranging in size from 127,000 square feet to over 148,663 square
feet. In many instances the retailers off the shelf design will undergo significant
architectural modification to fit within the concepts proposed. The upper area will be a
commercial area with the possibility of multiple tenants for a single structure. Some
architectural features of the front of the buildings will be carried around the structure to
soften the impact of the back and sides of the building. The design of the buildings are
intended to compliment the unique features of the site and set a high standard for
appearance for the north entrance to Kalispell.
Suggested exterior materials for the retail, commercial structures:
Walls:
Facias:
Soffits:
Roofs:
Split face masonry,
Giant Brick,
Stone,
Architecturally Finished Concrete,
Synthetic stucco,
Textured concrete block,
Architectural concrete block;
Pre -finished Architectural panels,
Synthetic stucco,
Texture pre -finished aluminum panels,
Other natural appearing materials (with approval of architectural review);
Pre -finished Architectural Panels,
Synthetic Stucco,
Textured pre -finished aluminum panels,
Other natural appearing materials (with approval of architectural review);
Pre -finished architectural roofing
Cedar shackles and Shingles, Fire resistance treatment, Hypalon, single
ply EPDM,
Built up roofing (Architectural treatment to mitigate large expanses with
color texture variations is encouraged);
M
Windows and Doors:
Commercial grade Thermal-T broken anodized aluminum frame
enamel finished pressed metal frames
Vinyl clad
Pre -finished wood
Double or triple glazed panel
Energy saving features are encouraged
Colors:
Applied finishes - Predominately earth tone
Masonry and stone -Earth tone and natural colors
Accent colors -natural and earth tones
Natural wood tones (new - no weathered)
The suggested guidelines will be embodied in the Covenants and Restrictions, a
preliminary set of covenants is being submitted with this PUD. This document will also
create the architectural review committee who will ensure the quality of design and
development. A special concern is the appearance from Highway 93. In addition to the
materials listed above the following regulations will apply to the area fronting Highway
93 and for the structures adjoining the Highway.
Development along Highway 93 will not encroach into the setbacks or alter the
landscape,
Structures will not exceed one story in height with a maximum height of 16 feet,
Structures may have pitched roofs,
Storage and refuse containers shall be in areas not visible from the highway, or be
effectively shielded,
Exterior appearance of walls and roofs visible from the Highway shall be broken up
in such a manner as to create visual interest, avoiding large unbroken flat surfaces,
Lighting shall be directed downward focused and not interfere with Highway
Lighting.
® LANDSCAPE TREATMENTS:
Mountain View Plaza will incorporate extensive landscape treatment within the site
development and require similar landscape within each individual development pod.
Major landscape features will be incorporated in the perimeter areas, setbacks, backslope,
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and entryways. Exhibits are enclosed to graphically demonstrate the intent of the
landscape requirements.
The major retail area will have shrubs in the front of the structures facing both West
Reserve and Highway 93. Traffic calming features or bulbs will have additional
plantings focusing on shrubs and sl?ade trees.
Landscape in the upper retail area shall be designed to compliment the Highway setback
landscape, and soften the structures to mitigate the commercial appearance. Shade and
miniature trees shall be placed around the structures near entrances and corners.
Tree wells will be interspersed through the lower parking area with an average of one tree
per 14 stalls.
Islands, which are curbed, will also be landscaped with combinations of low growing
shrubs, ornamentals, and landscape. Landscape islands are encouraged over painted
islands. Islands are encouraged within the parking area to provide visual relief from the
expanse of asphalt.
Perimeter areas of a lot will be landscaped with grass, plantings, shrubs, trees, and
ornamentals, except where the perimeter is in a common shared parking area.
OPEN SPACES:
Open spaces are defined as the perimeter areas of the entire development. Within the
open space are special areas for which landscape requirements are specific: highway
setbacks, entrance boulevards, and backslope.
Highway Setbacks will be planted in grass, low growing shrubs and a variety of
flowering ornamentals, evergreens and deciduous trees. Planting materials shall be
predominately native species, which are hardy and acclimated to the zone. Final
topography will be rolling or undulating to provide a variety of appearance from the
Highway. This setback landscape will be irrigated.
Entrance Boulevards will be se::eded or sod with ornamental flowers strategically placed
to enhance the entries from hig"Away 93 and West Reserve Drive. A central focus will be
the entryway signs; the landscape will blend with the rustic nature of the rock entries.
These boulevards will be irrigated.
The backslope area is the slope at the easterly boundary. This slope will be graded with
varying slope to mimic the appearance of a natural slope. Plantings in this area will have
a variety of evergreens, native trees and shrubs, rock features, and wildflowers. All
Plantings in this area will be very hardy, perennial, disease and drought resistant.
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Irrigation will be provided for the setback and entrance landscape. Limited irrigation is
proposed for the backslope area.
Parking lot islands will be landscaped with a combination of rock, trees, and shrub
plantings. These areas will be irrigated. Parking lot trees in tree wells will be a minimum
2" caliper and irrigated.
Storefront plantings will be limited to low growing trees, shrubs, and ornamentals these
will be irrigated.
GENERAL NOTES. -
The landscape areas will be designed to generally require a low level of maintenance.
Plant selection and plantings will generally follow the listed materials; others are
Acceptable subject to architectural approval.
Turf:
Trees:
Locally grown sod - Turf mix -Rye Grasses and Red fescues, Kentucky
Blue Grass
Norway Maple
Columnar Maple
Red maple
European Mountain Ash
White Ash
Green Ash
Seedless Ash
Black Walnut
Linden's
Horse chestnut
Hawthorn's
Blue Spruce
Ponderosa Pine
Hemlock
Tree sizes will conform to the American Association of Nurseryman Standards and be at
least 11/2 inches in diameter six inches above the ground. The crown shall be in balance
with the height.
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® SIGNAGE:
PURPOSE:
The purpose of this sign program is to insure a continuity in quality and aesthetics throughout the
Mountain View Plaza development.
It is the intent of this sign program to provide individual tenants significant sign exposure without visual
clutter, and in a manner that will enhance the overall image of the development.
Sign submittals shall first be submitted to the Developer for review and approval. Upon approval by
Developer in its reasonable discretion, submittal shall be made to the City of Kalispell for final approval.
CONDITIONS:
Each tenant or purchaser of a lot shall be responsible for obtaining all required sign permits from the City
of Kalispell. Each tenant or purchaser shall be responsible for all required fees.
Signs as outlined in this sign program are the only signs allowed.
The criteria in this sign program, and in conjunction with those allowed by the City of Kalispell, are the
only allowed.
Any requested deviation from the sign program shall require the approval of the Developer and the City of
Kalispell. Developer, tenant and/or purchaser shall be responsible for compliance with this sign program
and all city codes and requirements.
All provisions of Chapter 27.24 of the City of Kalispell Zoning Ordinance shall apply unless otherwise
amended herein.
GENERAL SPECIFICATIONS:
1. No animated, flashing, or audible signs will be permitted.
2. No exposed lamps will be permitted. Neon may be allowed on a case by case basis and as
approved by the Developer in its reasonable discretion.
3. All signs and their installation shall comply with local building codes and this sign program. Sign
copy shall include minimal information only.
4. No portable signs shall be permitted.
5. No exposed crossovers or conduits will be permitted.
6. All cabinets, conductors, transformers and other equipment shall be concealed.
7. Painted lettering will not be permitted.
8. Tenant or purchaser shall be responsible for maintenance of his signs. Should tenant or purchaser fail
to comply with written notice thirty days from. its receipt, Developer shall have the right to remedy
matter and charge tenant or purchaser all costs associated with the repair and/or maintenance including
administrative costs.
-13-
9. When signs are removed for any reason, tenant or purchaser shall leave the surface on which it was
mounted in good condition.
APPROVAL PROCESS:
Each tenant or purchaser sign must be submitted to the Developer for preliminary approval. The drawings
submitted must clearly indicate size; color, construction material, location, message, and typeface per the
specifications identified in this program and the City of Kalispell.
Upon preliminary approval by Developer, tenant or purchaser shall submit the approved plan to the City of
Kalispell for final approval.
Mountain View Plaza
Sign Requirements
NX4711DIR
1. Sign Requirements for lots in Area A
2. Sign Requirements for lots in Area B
LIST OF EXHIBITS:
Site Development Plan: Figure 1
Primary Pylon Sign Schematic: Figure 2
Monument Sign Schematic: Figure 3
Mountain View Plaza
Section One
Area A Requirements
Lot One
Primary Pylon Sign:
Tenant or purchaser of Lot One shall be permitted sign area on each of the Primary Pylon Signs as depicted
on Figure "B" attached located on Highway 93 and West Reserve in the locations as depicted on Figure
"A" attached.
Total Sign Area Calculation:
Total sign area calculation for Lot One shall be calculated per Section 27.24.070 (1) (b) and Section
27.24.080 (2) (b).
Total sign area for the building shall be the total derived from the calculation used above minus the sign
area expended on the Primary Pylon Signs.
SEE
Lots Two and Three
Primary Pylon Sign:
Tenants or purchasers of Lots 2 and 3 shall be permitted sign area on each of the Primary Pylon Signs
located on Highway 93 and West Reserve in the locations as depicted on Figure "A" attached.
Total Sign Area Calculation:
Should Lots 2 and 3 be developed as freestanding buildings, the total sign area calculation for each
respective lot shall be calculated per Section 27.24.070 (1) (a) or (b).
Should Lots 2 and 3 be developed as a contiguous building with multiple tenants or purchasers, the total
sign area calculation for the collective lots shall be calculated per Section 27.24.070 (1) (c).
In either scenario above, total sign area for the building shall be the total derived from the calculation used
above minus the sign area expended on the Primary Pylon Signs.
Only those tenants or purchasers in Area A shall be permitted signage on the Primary
Pylon Signs unless otherwise approved by the Developer and the City of Kalispell.
Mountain View Plaza
Section Two
Area B Requirements
Freestanding Monument Signs:
Each tenant or purchaser of a Lot in Area B as described on Figure "A" attached
shall be permitted one Freestanding Monument Sign (Figure "C" attached) adjacent
to the property line along Highway 93.
The final location of the Monument Signs shall be approved by the Developer and
the City of Kalispell.
The maximum sign area of the Monument Sign shall be limited to 60 square feet.
The maximum height of the monument sign shall not exceed S feet from finished
grade and shall be constructed in a manner consistent with the design and
construction materials depicted on Figure "C".
All monument signs constructed in Area B shall be identical in design and construction
materials.
Total Sign Area Calculation:
-15-
N FIGURE 1
NO SCALE
p�� p
1pl
nA O w
f
f
Mssis3,�E�;i,��"`�j,;�r 1 S_:_• .l;ii�fl:�asiilfj.�, .�
VN Tul
!(T+� T;,t, �! ?. ,aili—rTF"
lxi�.ill.,t{S_'..r i_..i1.11
—IJ
1! '£ D
AD
I90046, 53`, 1
II 4,200 P"DS.F.1ii{{'
j ,'—
:r r.i,, rifli,t#(s
!� I fSl-�;yjrµ�fti fi It�!-jt[`;'i'!�
1 i13i 1htHgwm 4RI liSt`
ENT ,r-
�}-�• i�.Jyltl;}flStb.l.�t�'*t'�f
U4 1 �i r 1{ �tl� t,
iH1:
i lLl t3 "mil ii.!'l,.; zuu,-Is j
iTT'i i M1 1,, MT 11 7�Tt 1
E
PAD rE�y�',*,� fr�Y'`t� PAD !
18.000 S.P. 727,337 S.F. --
t14i'!ljii}fr7 1
tl..li!!ii4fsi.i� t yjsef,� � �i1±1��1�� I�!���,i�t :1i�f:fi}
fHI
3
Eau'1 t1i j�j �fii '! llE,i et�1•f
Pao -4 l�j�f
7 L+
2,2DD SPA i 3.a;133��[f� It, `t lfiri!
t OHM
PAD `—
i7. 146,663 s.F.
1 i!ti 0t� !E r t;r l�iii,± Ysfl4v�
—
1
i =i PAD t }tj�)I{' [ iS1• t ! i�a`{j}�■. 1}'
22,OD0 S,F. Ufi�i 11}�Ii?i ,?rlt iiS tPl l�tt!tLT
t �_ __.
ANIM
A ��__►_._._._.r__...._...___.___._____�.�_�
IS
PROJECT SIGNAGE
20 SF MAXIMUM
MOUNTAIN VIEW PLAZA
SIGN
10' x 10'
(100 SF)
(MAXIMUM)
'}
SIGN
7.5' x 10'
f75 SF)
(MAXIMUM(
SIGN
7.5' x 10'
(75 SF)
(MAXIMUM)
-10'
2"
CAP
RIVER ROCK
FACING
MAXIMUM OVERALL
SIGNAGE
270 SF
FIGURE 3
NO SCALE
CAP
SIGN
r x 10'
( )
(MAXIMUM)
RIVER ROCK
FACING
-12'
The total sign area allowed for each Lot in Area B shall be calculated according to
Section 27.24.070 (1) (a) or (b).
Total sign area for a buildings) on a particular Lot shall be the total derived from
the calculation used above minus the sign area expended on the Freestanding
Monument Sign.
No more than 70% of the allowable building sign area may be used on any single face of
a building.
® PHASING:
The PUD has been designed to accommodate a sequential development pattern.
Boundaries of each phase are shown on the enclosed phasing plan. Eight phases are
proposed. Each phase as proposed is a stand-alone development complete with all
necessary infrastructure, access, parking, and landscape. This proposed phasing plan
might be modified as to the order in which construction takes place based on market
demands. All improvements necessary to make each phase free standing will be
completed with the respective phase. The following narrative describes each phase, its
components and sequence.
Phase one: The first phase will be the large retailer in the northeast corner of the property.
Initial activities will include the subdivision to create the parcel. Site preparation will
include mass grading and compaction, moving a large quantity of onsite gravel to bring
the lot area to grade. The earth moving and shaping will also contour the east, north, and
west boundaries, West Reserve Drive and Highway 93 to the general elevations shown on
the preliminary grading plan. The principle accesses from Highway 93 and West Reserve
Drive will be constructed for .traffic circulation. Utility construction, water and sewer,
will be extended from the College area to the north and east boundaries. Interior
infrastructure will consist of a looped water main, sewer mains, and the lift station.
Drives and parking will be completed for full access. The traffic signal on Highway 93
and West Reserve Drive are possible with this phase, the exact requirements for traffic
improvements will be outlined in the Traffic Mitigation Study, which is underway at this
time. Landscaping will be completed on the north, west, and east boundaries and the two
principle signs will be installed.
Phase two: This phase will most likely be the next large retailer south of phase one.
.When phase two is initiated the major activity will be the earthwork to build the site to
grade. A small water main and sewer main extension will be needed to connect to the
utilities installed in phase one; additional perimeter, highway, and backslope landscaping
will be completed as part of this phase.
Phase three: The third phase will be the southeast large retailer. The infrastructure for
this phase will be the looping of the interior road system to Highway 93, the remainder of
-16-
the backslope landscape, looping the water main to Highway 93. Completing the existing
well to city standards and connecting it to the city system along with any land and
easements will be dedicated to the city at this time.
Phase four, five, six, seven, and eight: are the smaller retailer's adjacent to the Highway.
During the completion of the earlier phase these sites will have been graded and seeded
with grass as a temporary landscape treatment for visually effect and control of dust.
Development would then be available to proceed as demanded by respective tenants.
Interior access would be constructed as needed to serve each. Infrastructure, water and
sewer will have been installed with the previous phases. The only landscape would be
features within each site.
SCHED ULE
The exact timing of the phase will be subject to the real estate market demand. Currently
there is serious interest in phase one and two. A projected time sequence for the entire
project is listed below. Actual development will vary.
Phase One Completion summer 2002
Phase Two Completion summer 2004
Phase Three Completion summer 2006
Phase Four Completion summer 2007
Phase Five Completion summer 2008
Phase Six Completion summer 2009
Phase Seven Completion summer 2010
Phase Eight Completion summer 2012
The above -described phasing plan is a best guess scenario of when development will
occur. Changes in the real estate market or local economy could effect the timing or
choice of the development. Market demands may dictate an accelerated phasing
schedule. The integrity of a phase will be guaranteed at the time a phase is developed by
the bonding requirements of subdivision which will be undertaken as part of each phase
and the building permit process which requires the improvements be in place for
occupancy.
-17-
ZT-03-00 TUE 05,01 PM CROWLEY LAW/KALISPELL
FAX R0, d ^752+
E
Form No.1342 (1982)
ALTA Plain Languepe Commitment
The Title Insurance Commitment is a legal contract between you and the company, It Is Issued to
show the basis on which we will issue a Title Insurance Policy to you. The I'ollcy will insure you aydirust
certain risks to the land title, subject to the limitations shown in the Policy.
The Company will give you a sample of the Policy form, if you ask.
The Commitment Is based on the land title as of the Commitment Date, Any changes In the larrri
title or the transaction may affect the Commitment and the Policy,
The Commitment is subject to its Requirements, Exceptions and Conditions.
THIS INFORMATION IS NOT PART OF THE. TITLE INSURANCE COMMITMErN 1,
TABLE; OF CONTENTS
AGREEMENT TO ISSUE POLICY
SCHEDULE A
1. Commitment Date
2. Policies to bfa 6-mued, Amounts and Proposed Insureds
a. Interest in the Land and Owner
4. Description of the Land.
SCHEDULE 8-1 -- Requirements
SCHEDULL ti-1 Exceptions
CONDMONS
Page
1
2
2
2
2
3
d
other side of 1
YOU SHOULD READ THE COMMITMENT VERY CAREFULLY.
If you have any questions about the Commitment, please contact the issuing office.
OCT-03-00 TUE 05:02 PM CROWLEY LAW/KALISPELL FAX NO. J.""752+ P, 03
Farm Na 1343119112i
Al TA Plain LArwuope CammRment
COMMITMENT FOR TITLE INSURANCE
ISSUED BY
First American 711de Insurance Company
AGREEMENT TO ISSUE POLICY
We agree to Issue a policy to you according to the terms of this Commitment When we show the policy
amount and your name as the proposed insured in Schedule A, this Commitment bocomes effective as of the Com-
mitment Date shown In Schedule a
If the Requirements shown in this Commitment have not been met within aix months after the Commitment
Date, our obligation under this Commitment will end. Also, our obligation under this Commitment will and when the
Policy is issued and then our obligation to you will be under the Policy.
Our obligation under this Commitment is limited by the following:
The Provislona in 3uiiedule A.
The Requirements in Schedule 8-1.
The Exceptions in Soheaule B-2.
The Conditions on the other side of this page 1.
This Commitment Is not valid without SCHEDULE A and Sections 1 and 2 of SCHEDULE B.
;��4 .��Q o,p�•-may 4i
}- SEPiltf,fiiifl 24.
LA
!9Gg 4'
k
t'IY V�:'llil
TB-stAmeriasn rideInswanne C,amPanY
JTTE11'111
4PRESIDENT
SECRETARY
COUNTERSIGNED
page
OCR'-03-00 TUE 05:02 PM CROWLEY LAW/KALISPELL FAX W0, dr"752+ P, 04
1. DEFINITIONS
(a) --mortgage- means mortgage, deed of trust or otner security instrument. (b) "Public Resc:uidW* means title
records that give constructive notice of matters affecting the title according to the state law where the land
Is located.
2. LATER DEFECTS
The Exceotions in Schedule B - Section 2 may be amended to show any defects, liana or encumbrances that
appear for the first time in the public records or are created or attached between the Commitment Date and
the- date on which all of the Requirements (a) and (c) of Schedule S - Section 1 are met. We shall have no
liability to you because of this amendment
3. EXISTING DEFECTS
if any defecte, liene or encumbrancr..a oximing at Commitmont Date are not shown in Schedule 8, we may
amend Schedule B to show them. If we do amend Schedule B to show these defects, liens or encumbrances,
we shall be liable to you according to Paragraph 4 below unless you knew of this Information and did not tell
us about It In writing.
4. LIMITATiON OF OUR LIABiLITY
Our only obligation is to issue to you the Policy referred to In this Commitment, when you have met Its
Requirements. If we have any liability to you for any loss you Incur because of an error In this Commitment,
our liability will_be limited to your actual loss caused by your retying on this Commitment when you acted in
good faith to.
comply with the Requirements shown In 6chedule 8 - Section t
or
eliminate with our written consent any Exceptions shown in
Schedule 8 - Section 2.
We shall not be liable for more than the Policy Amount shown In Schedule A of this Commitment and our
liability is subject to the terms of the Policy form to be issued to you.
S. CLAiMS MUST BE. WED ON THIS COMMITMENT
Any claim, whether or not based on negtigence, which you may have against us concerning the title to the
land must be based on this Commitment and is subject to its terms.
OCT-03-00 TUE OS:02 PSI CROWLEY LAW/KALISPELL FAX NO. 4""752+
P. 05
Direct Inquiries To: TG
1. Commitment Date: September 22, 2000 at 8. 00 A.M. Commitment No: CT-62504
2. Policy or Policies to be issued:
(y (a) Owner's policy Form No.1402.92 (10-17-92)
Proposed Insured:
Undisclosed
❑ (b) Loan Policy Form No, 1-1056.92 (10-17-92)
Proposed Insured:
El (c) ; Purchaser's Policy Form No. 1402.92 (10-17-92)
Proposedlnsured:
Policy Amount
$12, 000.00
Premium $ 14 0.0 0
Premium $
$
Premium $
3. Fee Simple interest in the land described in this Commitment is owned, at the
sommitnient Date, by
Pack & Company, a Montana Corporation, as to Parcels l & 2 and
State of Montana Department; of Tzansp04LaLleu, as to varcel 3
4_ The land roferred to in this Commitment is de5cdbed :as tullaws:
See ALA;,duhed Schedule C
OCT-03-00 TUE 05:02 PH CPnWLEY LAP/KALISPELL FAX NO. r-^752+ P. 06
No. CT • 62504
SCHEDULE B - SECTION f
REQUIREMENTS
Thi* following requirements Must be met.
(a) Pay the agreed amounts for the interest in thn land and/or the mortgage to be inured.
(b) Pay us the premiums, fees and charges for the policy.
(a) Documents satisfactory to us creating the interest in the land and/or the mortgage to be insured must hs craned,
delivered and recorded:
(d) You must tell us in writing the name of anyone not referred to in this Commitment who Will got an interest in the
land or who will make a loan on the land. We may then make additional requirements or exceptions,
(e) Release(s) or Reconveyance(s) of item(s)
(f) Other
1) .Evidence should be submitted which shows that Pack & Company is a duly
authorized corporation or other type of business entity, together with
evidence of the identity and authority of the parties who will execute the
Lurthuwming inSCrumerits for Clue named entity.
(g) Yuu must give us the following Information:
1. Any off record ltz"uti, surveys, etc,
2. Statement(s) of identity, all parties.
3. Other
OCT-03-00 TUE 05;02 PM CROWLEY LAW/KALISPELL FAX NO, 411-752+ P, 07
No. CT - 625 04
SCHEDULE B - SECTION 11
Any policy we Issue will have the following oxceptions unless they are taken care of to our satisfaction,
PART
1, TAxec or aecocomente which arc not --howls an oxiuting lions by the records of any taxing authority taut
levies taxes or assessments on real propdrty or by the public records.
2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained
by an inspection of said land or by making Inquiry of persons in possession thereof.
3. Easements, claims of easement or encumbrances which are not shown by the public records.
4. Discrepancies, conrlicts in boundary lines, shortage in area, encroachments or any other facts which a correct
survey would disclose, and which are not shown by the public records.
5. Unpatented mining claims: reservations or exceptions in patents or in acts authorizing the Issuance thereof:
water riighta, claims, or title to water.
5. Any lion, or right to a lien, for services, labor or material theretofore ar. hersafter ftimishnd, imposed by law and
not shown by the public records,
!. Any right, title or interest in any minerals, mineral rights or related matters including but not limited to oil, gas,
coal and other hydrocarbons, whether or not shown by the public records.
8. general and special county and city taxes for the year 2000, a lien not yet;
payable.
NOTE: General and opeelal county and city taxes for the year 1999
e.il,(Sx' iNS'1'-1t)1,Mkr4T : $2-�9. U0 (PAID)
SECOND INSTALLMENT : $258.98 (PAID)
TOTAL *517.98
TAX RECEIPT NO. 99-05057
ASSESSOR NO. 75 0570840
AFFECTS Parcel 1
NOTE. General as a ; yVuuldl cuunty and city taxes for the year 1999
FIRST INSTALLMENT : $17,079,42 (PAID)
sp.0r. Nn TNSTALLMP-NT . 17, 079.39 (PAID)
TOTAL $34,158.81
TAX. RECEIPT NO. 99-04320
ASSESSOR NO. 75 0392345
AFFECTS Parcel-2
9_ We .find no assessment has been made for taxes. No liability is assumed for
the un-oaid taxes that may be aSaaacf-;,ci at a latdr date. MPFHCTO: razcel 3)
-Continued-
The following numbered exceptions Z- 6 ,will be eliminated in an ALTA Extended Coverage Policy.
OCT-03-00 TUE 05:02 Pik CROWLEY LAW/KALISPELL FAX NO, d""752+ P, 08
Rider attached to and forming a part of commitment numhov
Continuation of SCHEDULE P - SECTION 1I ;
CT- 6?.504
2o. 1;ascmerit to cater and erQct, operate, maim din., repair, rebuild and patrol one
or more electric power transmission lines, granted to the united states of
America, recorded September 27, 1951, in Book 330, Page 68, as Doc. No. 5268,
records of Flathead County, Montana.
11.. Dill of 15ale executed by Meridlari Telephone Association to Mountain 8tatco
Power Company, a corporation, recorded November 15, 1951, in Book 330, Page
212, racsorda of klathaad' County, 'Mnntan.7.
12. Terms and conditions of option Agreement, recorded April 5, 1971, in Book 522,
Page 611, as Doc. No. 261.0, records of Flathead County, Montana_
13. SalilLazy xesLrictidns as contained in hood Exhibit recorded August 6, 1971, in
Book 526, Page 835, as Doc. No. 6602, records of Flathead County, Montana.
(AFFT'.(.'TA: A portion of Parcel. 1)
14. >• asement for a gas pipeline granted to The Montana Power Company recorded
September 6, 1988, as Doc- No. 88-250-1134U, records of flathead County,
Montana.
IS. The effect of the following recital, as disclosed on Certificate of Survey No.
12230; "...Lhis division is for the purpose of acquiring additional land to
become part of a parcel that does not have sanitary restrictions imposed
provided that no dwelling or structure requiring water or sewage disposal be
erected on the additional acquired parcel..."
16. Teams and condt:ion of aeaoli�tion: Doci.gnation of Limited Access Nighway,
recorded December 6, 1989, as Doc. No. 89-340-09150, records of Flathead
County, Montana.
17. Easemont for electric transmission. and distribution line granted to Pacific
Power and Light Company, recorded march 12, 1576, i.n Book 594, Page 286, as
Doc. No- 2360, records of Flathead County, Montana.
18, Ra8nment for electric transmission and distribution ling granted to Flathead
Electric Cooperative, Inc., recorded February 71 1983, in Book '759, Page 715,
as Doc. No. 2070, records of Flathead County, Montana- `
19. tJ.P.A. power Line, as ahuwii un C4it irlcaLe of Survey No. 713t0, filed November
30, 1984, as Doc. No. 84.335-14010, records of Flathead County, Montana.
20, resolution of Designation of Limited Access Highway M.S. 93) executed by the
State of Montana Department of Highways, recorded April 15, 1985, as Doc, No.
85-105.15010, records of Flathead County, Montana.
Continued,
44-051
007-03-00 TUE 05:02 PM CROWLEY LAW/KALISPELL FAX NO, 4",752+
M
Hider atladied to and forrm)ing a part of cornmitrni.,�nt number.,. _ C;7 USo4
Continuation of SCHEDULE P - SECTION li
21. Mortgage dated Septamher 29, 1994 t.n secure an indebtedness in the principal
Sum Of
AMOUNT $ 1.,900,000.00, and any other amounts and/or obligations secured
thereby.
RECORDED December 1, 1994, as Doc. No. 94-335-13330,
records of Flat.ticaci County, Montana.
MORTGAGOR : back and Company, with `itlo Vested as follows:
Pack & Company, Inc., a Montana Corporation,
as to Parcel 1; and Pack and Company, a Montana
Corporation, as to Parcels 2, 3 & 2.
MORTGAGEE : U.S. bank of Washington, N.A.
AFFECTS : Premises and other property
Modificariun ayti;:omeaL recorded January 19, 1959, 3s Doe. No.
1999-019-16200, records of Flathead County, Montana.
22. Construction lien.
DINE : July 161. 1999
CLAIMANT: Jackola Engineering & Architecture V.C.
AGAINST : Pack & Company, (Jim Lynch Pre,ident)
AMOUNT : $63,650.90
FOR, : Engineering, Architectrualr Survey and other professional consultant
sarvices -
RECORDED: July 16, 1999, as Doc. No. 1399-197-16050,
records of Flathead Country, Montana.
AVDIR,CTS : Parcels 1 & 2
23. Toxins and, condtiona of Recnolution No. 4476, recorded July 21, 1.99g, as nnC._ NI-1.
19.99-202-08020, records of Flathead County, Montana. (AFFECTS: Parcels I �
2)
2d. Terms anri oondtions of Rosolution No. 4477, recorded July 21, 1999, as Doc, No,
1999-202-08050, records of Flathead County, Montana. (AFFECTS: Parcel 3)
25. Texmo and condtions of ordinance No- 1324, recorded Auqush 4, 1999, as Doc. No.
1999-216-08450, records of Flathead County, Montana. (AFFECTS: All Parcels)
26. B.P.A. Transmission Easement; as disclosed by available county maps, (AFFECTS:
A portion of Parcel 1)
27. Easement for private roads and Utilities on Certificate of Survey No. 13919.
NOTE: The company will not assume any resposibility or liability for any
actions or judgments brought against the State of Montana.
NOTE; Title is to vest in a person or persons not disclosed and when so
vested will be aubjeut W maLLexS t2.isc2osed by a search of the records against:
his or their names.
-Continued-
44 051
OCT-03-00 TUE 05:02 PIS CROWLEY LAW/KALISPELL FAX NO, 4nQ752+ P. I0
Rldor attached to and forming a part of commitmanf, ni imher:
Continuation of SCHEDULE B - SEC`!'ION '_Cl:
NOTE- Tho insured description contains mnra i-bA 10 arrns necessitratinu the
use of a mortgage form rather than a TrUst Indenture.
IC
44-051
OCT-03-00 TUE 06:02 PM CROWLEY LAW/KALISPELL FAX NO, �"752+ P, 11
No. CT-62,504
The land referred to in this policy is situated in the State of Montana, County of Flathead and is described as follows;
PARCEL 1:
A tract of land located -in the Northwest Quarter of Section 31, Township 29
North, Range 21 West, P.M.M., Flathead county, Montana and moLe parLicularlx
described as follows:
Commencing at the. Northeast corner of Parcel. 1 of Certificate of Survey No.
12230, rpnnrds of Flathead. County and which point is the True Point of
Beginning; thence
Westerly, Northerly and Southerly, on and along said North boundary of
Parcel 1 and the South right-of-way boundary of WeaL Reserve Drive, the
fallowing five courses;
NarLh 69'37126" want:, a distanca of 363.67 fRet to a point;
North 00'50'40" Fast, a distance of 1995 feet to a point;
Nnrt-.h fig' 37' 22" West, a distance of 375.37 feet to a point;
North 02*15,52" East, a distance of 5.59 feet to a point;
North 89'57110" West, a distance of 107.43 feet to a point which point is the
Northeast corner of that tract indicatea cu CecLiticate of survey No. 7860,
records of Flathead County; thence
5UULI1 18'14'01" We0t, on ana along the East ho»naAry of said tract, a
distanca of 252.46 feet: to a point; thence
North 89'54108" West, on and along the South boundary of said tract, a
distance: of 233.25 feet: to a point which point lies on the East
sight -of -way boundary of U.S. Highway 93; thence
South 00*06149" West, on and alone said Eabt riyhL-of-way boundary, a diatanco
of 640.64 feet to a point which point is the Northwest corner of Parcel 2
of said Cortxfic:ate of Survey No. 1923 0; thence
South 88'591571° East, on and, along the North boundary of said Parcel 2, a
distance of. 464.36 feet to a point. which point is the Northeast corner of
said Parcel 2; thence
South 30'16119" East, a distance of 490.29 feet to a point and which point is
the Fast corner of said Patuwl 2; Lbencc
Sough 35'17137" vest, a distance of 267.05;Feet to a point which point is the
Northeast cornnr of. Parcel 3 of said Certificate of Survey No. 12230;
thence
North 89-08136" west, a distance of 558.48 feet to a point which point lies on
said Eawt right-of-way boundary of U.S. Highway 93 and which point is the
Northwest corner of said Parcel 3; thence
suutti 00*11,10" West, on Rid along said. East right-of-way boundary, a distance
of 375.07 feet to a point which point is the Southwest corner of said
Parcel 3; t hAnce
South 89'57'53" East, on and along the South boundary of said Parcel 3, a
distance of 559.98 feet to a point: and which point is the Southwest corner
of said Parcel 1 of Certificate at survey No_ 12230; thence
South 89'56128" East, an and along the South boundary of said Parcol 1, a
distance of 50.39 feet to a point; thence
-Continucd-
OC.T-03-00 TUE 05:02 PM CROWLEY LAW/KALISPELL FAX NO, P" 752+ P. 12
Rider attacliaci to and fnaning a part of commitment number:
Continuation of SCHEU
North 00'031324' East, and leaving said. South boundary. a distance of 422.09
feet to a point; thence
North 35'17'37" East, a distance of 199.06 feet to a point; thence
North 30'16119" West, a distance of 227.42 feet to a point; thence
North 00'03132" East, a distance of 31.7.81 feet to a point; thence
Mouth 00'59'57" East, a distance o£ 7Se.94 feet to a point and which point
lies on the East boundary of said Parcel 1; thence
North 14'56145" West. on and along said Fast bounnarv, a distance of 807.99
feet: to the True Point. Of Beginning.
Tract 1 of Certificate of Survey No, 13919.
PARCUL 2:
A tract of land located in the Northwest Quarter of Section 31, Township 29
North, Ranga 21 West, P.M.M., Flathead County, Montana and more particularly
described as follows:
Commencing at the Northeast corner of Parcel 1 of Certificate of Survey No.
12230, records of Flathead County; thence
South 1-i'56'45" Raat, on and along tho �aet houndar),- of said Parcel 1, a
distance of 807.99 feet to a point and which point is the True Point of
Beginning# thence Continuing
South 14'5614511 East, on and along said East boundary of said Parcel 1, a
distance of 1124.65 feet to a point and which point is the Southeast
corner of said Parcel 1; thence
North 89' 56' 28" West., on and alon7 the South boundary of said Parcel. 1., a
distance of 1050.00 feet to a point; thence
North 00'03'32" E3:3t, and leaving ;aid South boundary, a distance of 422.09
feet to a point; thence
North 35'17137" East, a distance of 199.06 feet to a point; thence
North 30*16,19" West, a distance of 227.42 feet to a point; thence
North 00'031321, oast, a distance of 317.81 feet to a point; thence
South 88'591571, East, a distance of 7558.94 feet to the True Point of
Rpginninq_
Tract 2 of Certificate of Survey No. 1.3919.
PARCEL 3:
That portion of Goverpment Lots Z and 2 of section 31, 'Township 23 North,
Range 21 West, P.M.M., Flathead County, Montana, mare particularly described
as follows:
Commencing at the Northwest corner of Section 31, Township 29 North, Range 21.
West, thence along the North line of said section,
South. 69`49130" East 70.00 feet to the Easterly line of U.S. Highway No. 93
Right -of -Wad•; th.onec along the: Easterly line of said Right -of -Way;
-Conti4oed-
44 051
00",.T-03-00 TUE 05: 03 Pik CROWLEY LANALISPELL FAX NO, �— 752+ P, 13
Ridaf attachod to and form(ng a part of commitment number: M-6250d
Continuation of SCHEDULE
South 00'07110" west 9Q0-71 foot to the Point of noginraing of the Parcel
being described; thonoe leaving said Right -of -Way,
South 89'04158' East 464.06 feet, thence.
South 30.17134" East 490.59 feet; thence
South 35'16'49" West. 267.08 feet; thence
Nurth 85'09'50" West 558.60 feet to the Easterly line of U.S. Highway No. 93
Right -of -Way; thence along the Easterly line of said Right -of -Way,
North 00'07110" East 6d0-91 feet Eo Ehe Poirot of Salinning.
Parcel 2 of Certificate of Survey No. 12230.
TIII1 DIED
44-0Gt
ADJACENT OWNERS SUBJE rPR PEm TRACTS 3D, .3A .E
TRACT ASSESSOR NO. OWNER
1G None State Of Montana/Dept. Of Transportation
P.O. Box 201001
Helena, Montana 59620-1001
1HC 0028926 DBH Properties LP
P.O. Box 6200
Coeur D'Alene, Idaho 83816-1937
SECTION 36 T29N, R22
TRACT ASSESSOR
None None
SECTION 30, T29N, R21W,
TRACT - ASSESSOR
4D None
4I
gm
05-EO04116
E004082
OWNER
State Of Montana
State of Montana/Dept. Of Transportation
2701 Prospect Avenue
Helena, Montana 59601-9726
State Of Montana/Dept. Of Transportation
2701 Prospect Avenue
Helena, Montana 59601-9726
Riverside Alliance Church
859 W. Reserve Drive
Kalispell, Montana 59901-2131
05-0883300 Larry 0. & Ilene Lee
835 Desert View Drive
Lake Navasu City, Arizona 86404-0000
cal
E038041 Riverside Alliance Church
859 W. Reserve Drive
Kalispell, Montana 59901-2131
0
0974760 Riverside Alliance Church ate.
859 W. Reserve Drive <
Kalispell, Montana 59901-2131
Page 1
SECTION 30, T29N, R21W, P.M.M.
4F E003720
43 05-0089451
43A _ E004083
4FA E004082
SECTION 31, T29N, R21W, P.M.M.
TRACT ASSESSOR NO.
3EB 0974490
3B None
3F 05-EO04084
J. Torance & Betty L. Harvey and
Riverside Alliance Church
860 W. Reserve Drive
Kalispell, Montana 59901-2132
Semitool, Incorporated
753 West Reserve Drive
Kalispell, Montana 59901-2129
State Of Montana/Dept. Of Transportation
2701 Prospect Avenue
Helena, Montana 59601-9726
State of Montana/Dept. Of Transportation
2701 Prospect Avenue
Helena, Montana 59901-9726
Steven & Renee Golleher, Mark R. Olson
& J. Gary Longuet
2490 U.S. Highway 93 North
Kalispell, Montana 59901-2148
State Of Montana/Dept. Of Transportation
2701 Prospect Avenue
Helena, Montana 59601-9726
State Of Montana/Dept. Of Transportation
2701 Prospect Avenue
Helena, Montana 59601-9726
State Of Montana/Dept. Of Transportation
2701 Prospect Avenue
Helena, Montana 59601-9726
State Of Montana/Dept. Of Transportation
2701 Prospect Avenue
Helena, Montana 59601-9726
Page 2
A®.7ACENT OWNERS 5'U .7E PROPER m TRACTS 3D,, 3A 3E
SECTION 3.1, T29 , R21
SECTION 31, T29 d R21W, P.M.M.
TRACT ASSESSOR NO. OWNER
5CA 05-E004087 State Of Montana/Dept. Of Transportation
2701 Prospect Avenue
Helena, Montana 59601-9726
3 05-0089450 Ethel B. Borgen Living Trust
AD% Alan St. Marie
8047 South Danish Oaks Drive
Sandy, Utah 84093-0000
SECTION 31, T29 r R2I , P.
TRACT ASSESS®
4 0392350
53
Huttton Family Trust
2315 U.S. Highway 93 North
Kalispell, Montana 59901-2558
Flathead County Attention: Road Dept.
800 South Main Street
Kalispell, Montana 59901-5400
Page 3
4VJ, C,FAIT ON�EA9H/P 1kXP FOf7 N
SEC. XA71 jr SEC. 2YWm
97 + AV[7GY'IL.G
9D107
yaw 4AB
�bD
100 100 PH 2
- 11E m 4+
102 103 1HC+
r 104 lay z
e , J 2 , = LOT 4 or
Z7 24 28 26 -. a Q 3-
4F8
4H V 4J
JI JO 29
u
1 40 ««
3EB
i 3+ \
\ 5C
7
Gloo
�PGFi
4+
W I 3 +
7
3 b1
LOT 3
4+ /
` 5m
Mountain View Plaza - North Entry Sketch
Entry Sign and Landscape Development
Crosswell Development, LLC CMiI Engineering -Thomas Dean and Hoskins, INC.
Landscape Architecture and SUe Rendedng - Sltescape Associates
Mountain View Plaza - Bird's -Eye Sketches
Entry Sign and Landscape Development
Crosswell Development, LLC CMI Engineering - Thomas Dean and Hosklns, INC.
Landscape Architecture and Site Rendenng - Sitescape Assoolates
Mountain View Plaza - Main Entry Sketch
Entry Sign and Landscape Development
Crosswell Development, LLC CMi Errigin-mg - Thomas Dean and H.km, INC.
Landscape Architecture and Site Rendering - Wescape Associates
Bird's -Eye View
Mountain View Plaza
Croswell Deveopment, LLC
- Enunee mg
Thomas Dean and Hoskure, C.
Landscape Archteature and &e Austrcrrons:
Sitesoope Aamodates
R
' " Landscape Development - Projected Plan View
West Typical ElevationV- Northeast Building
North, East or South Typical Elevation - Western BuOdings
Landscape Development and Elevations
Mountain View Plaza
Croswell Development. LLC
ava Engmernaa.
Thomm Dew and He , MC
Landscape Architecture and Site Lstratiana
9tescape Associates
Rl-:CORL)'�N.-G,P,�7,.Qi-�'ESTED BYAND
WHEN RECORDED RETURN TO ):
DECILAR-,�TION OF (COVENANTS. CON] FIM-4S AIKT-) RESTRIXTIONS
THUS DECLARATRU-N'OF COVENA-NITS, CONDITIONS ATU) RESTMIUMS (*is
eeyy is made as of entem. er 1 O1999by
,-,aD-eIaA ri�zorporation(`-,
;Q!jjQjjLj, RECTTALS,
'bed o4
is t-Ilic m-vnc�- oftbe land narticularPv descri n Exloibit t'A"
ovached to and inccf-iporwed, herein (the "Land".), -7 intends todivide tlu.--� Lan.d into
vari(AIF I —.-T
pa."'Ce"s" of land, (soinefln--,es herei-n individually referred z:o as a ".Parggl' and cofliectively
The Land is Joca-,,ed in the Citv of; Countv of: st
Byamendra.nt(s) to This Declaration fcyllowin_ the Yubdivis.ion of the Land, . " -
T- - ME designale a 1, and one or more "Inlinc Pgrceh�," and T. hl:
Ldine Pamels and Gaparcels a;T somadmes,'ollectively referred to htn-�,in as the "Other
Panudy" The Outpa�rc,�Is, inline P��Tc-els a7nd the Maim- Parcel aue someti-ne"
to benin as the "S-hop-)Lngf—gg-,
L2 I . r t desires, io providefor the construction� development, openatic)"I'and
nnairn--��narice of the In -line Parcels and Outparcels •conisisicw v'rith the'.,M,�jor Parcell as hereinafl�er
prr-ovided� in corij unction wi th each other as integral paa ts of a retail shoppin g con iplex, but.' not a
plan.,ne,d oY development, Re own= of mi individual Outpartel or IsPe,rcel
is to as. -an "Qui " and the owners of all of. Ou-4)arcels and Inline
Paxcelsare collectively ref -erred to -as tile "Other Owners," is the owner of the
Nvlaior Parcel and all ofthe hTne Pamels and Outpamelsas of d.-le datelaereof", but uipon
conv-eyance of fee tive of an Lowe Pact cc an Outparcel T-o an entuty other than.i.
said ontiq sh I b s ecome the Other O,�xmer'Mth respect to �Uch Parcel.
o J. o� mmon. owneship of catih Ahir Mel and Ouipan--el and the Nfaj - Pamej such
corn. -man ownership shall not caus,a majer of way of the ease aunts; n, ghts and beriefi-ts gr anted
hereunder for the bent -fit of any Parcel over anotloer Parcel, noT "',ause a:nlerger of wny of tjv�-
obligabons tg 0rdenF, pla-c!��d hene-ander upon a Pamel Ilor the benefit of another Pancell,
�� i., nftj< -is , For the pw—pases of-flhis Decilaradon, the fbllowin� terims sh" it be
I Den. ii
dehned as follows,
(a) EQ _ jIng., :,ny enclosed str,�,=ure Placed, constnucted or locatedor. a
Parcel, inclLding MY appaitenant cmao'pi es, together with any conmin s or posts supportin. same,
(b) BuQjhjgQg, oil] ffic*e areas on each Parcel Area or,
the Site Plar, attach'ed hereto and in.-c'-orporated heivin by this refirmice, w.'hich may ftam Me tuo
Mw be covered by a E-Birilding orother cornrnercia. structure, The 4.gggregate Floor Area of
b, Win "� B Id, -in
I., . gs within a Parce, i If �ail ing. An�a may not exceed fheni;ax num sqiart �,,otage allocated
ther to on the. Site Plan.
(c) Cornmor. Ar a.: All tliose area--, On each Parcel are not Building
Area, together Nviffi, those portionis of the B'u-1.11dingArea on ea at Parcel which are not tionn tirne
to tiin� actually co-vered by a building air other cannnnercial str-m-turc ovwhid-� cannot ander the
terms ofthis Declhration be used Rn- buildings, Canopies vvhich extend wv-er the Corn-mon Area,
__ether with any co'bumns. or Posts sumi unin� ��,.rnc, shall be deemed to be a part of the. bilildinng
to wlhicb I'l-'ey F. awhed and not a pw of be Comnwri Area, The irnprowemen.t or �.i::e ofamy
portion ofthe Bufflding Asen forParkin, gg Areas or Service Facilities shall not be construed as a
perma.-nent incfidsiwn of such portio-n within the ('..omnian Area: and sm-h ponions mav, atany
tinw �dhe-e'after' be improveOl witn I i Idin gs arid aippixwnarxes as conternplated by thi��
Dech ira-tion. Perimeter Skiewlks xn nut pan of be Cumrrmn Area
d) ENOW Que: The gyreater of(i) ten percent ( 1 W""' Pei , ar inurn or (ii)five
perces (5%) pe- aray.,,,in plU-,; the diSC-0Un,, nae psNaMng an the hvemy-fldh (25th) tiny aime.
i-nonth preceding le dwe s=h paymmt w&s dae, as establisbed by the F deral Re!�etnv-e B ank of
San Fran6sco on adva.nces to member bainks ttmder Sections 13 �,ind 1 3a of the Federal Reserve
Ant as is no-u%,,.-- or hereafter in effect fron", -ixne to time,
QT War New Ile towl number ofsquare.14"eet of fl'oor F'Pa'ce in a &'61ding
inchidi-ng baseinent, balcony ;:.: d nnt-z=aninke space, irrespecdiv'e OfvVhwtlhe�- act'aall,
occz-ipied, Floor.Area shall be measured from be exterior line ol'the exterior wa.]!!�, andfronn thc
Center ]"ine of any parttv or cormnon intericr wafls, without dc€ €. c-tjon for Co"'anuls, wafls or other
str".xt'ural or non-struct-arra-1 coral one nts-,. provided. however, in -no event. shaill an, Oz-itside Sales,
Awea beincluded in such Tbc (,z..tzden center located an the. Major Parc el ahall. be
d-ce-mod lo consi.itute Ou-tside SalesA�rea and is depic�ed, on the Site Plm-.
(j'> (To-v.--em:n1enta"I Regulations, Anyor all laws, stat-wes, oreftwxes_ codes.
decrees, Wings, .:rqg ns ulations, -'vri'ts� i4";U'nvfio11S-, orde-.s, ruics, coriditio, of approval or
a"'tllorlzation of -lily goverr.rrniemnta-1 enaity, agency or political s�-Ohemer now in lbree or
which rnay hereafter be- in. fi'>rce,
2
(g) jqqtvkjeg- The total -nt.,unber of squane, feet of a ?arcel (rounded to the
of a OWL as Weved onto map sub& viding the Land
expressed either in sq,,.arelfed or acres, net. of dedication"s for public
(h) Occuant: Any Person or Prime Inwee froni tinw. to. time ent-itled to -he
Useandow
or any lease, sub Wase, ass i gnment, license, Cor"Gcssian. Or other sin nila r agreennent,
(i) Outside Sak� Area, An ,,roa he t k eie generally unprotected ftorn I. rnent3
which nnay lbt used. for sales wnd/ovr storage purposes and when used for sucI pulicises shall be
enclosoclbyaa.Fs nce sat othersocurity barrier; OuLside Sales Area shall orily be. located in the
area(s) desig:�.,nated on the Site Plan,
0%,ner: Therecor holder of fee title to a, PaTcol, it. beirs, Personal
repres,enitati�,es, successors and assigns.
(k Parkinz,Area, The terni x,',.,,. r ldw, Area" shall;n:iemu-,i thal portion of to
Conunon Ax, a of thl�� I-larcels ffinprov-ed fW we Q parking of.-notor -'ve'-fides (but excluding
appurrenaw biwilding service areasand Service:Facilities)t including, without 1-imitation.,
inc.ide,nu-d and roadways, walkways, curbs and landscapiM�. areas Use, f0T Such
park,-Jhgtraffi C. lanes, aisles, vehicle pxrking stafflsguttens, �,,-ade sepanuions, boamns and
-rctainhng waljs� ligliting standards, traffic, and d1irectiana, siggns" traf-fic strnp-ng and an(!
all mher improvennents locate! therecm ftr 11. e puqpose of accmnnaodating the Loregoing uses.
sidewalk directly aejac�ent to a bfildin,,,,.;, and
c1picted as Pednater SWewaWs on Me She Pln. lle Perirnoter SidIi-,vval],-.,,, awt� the exclusive
p,-open -y of t-he Owner of die Parcel %md, no,,. part ofCornmon.k.rea.
(m) PyrrAggy AH CluTams and the officers, direcnto:�, eniploy�:es, agents,
cont.na-dors, Customers, ve'txiorssuppliers,,, visitors, inviteest licensees, subtenants. and
C'oncessicinaires of Occupants insofar as WAY activities relate to tbe intended use ofthe ,' ShoppinM
ccmter, "unnong Others, Flersons engaging in the followirig acti-vities on the Common Area wii!
be considened, to oe Perm
� �, t � Ottees,� 6) UNking an); placard, sign, twr nanice; (H) disnibining-
any cimular, h,-,mdbilL placard, or booklet; (iii) solkifing mornberships or contnbutions, (iv)
pa,-.-adffig, picketing, or dien-ionstrafing; and (v) EdLing tofiblow. regulations, relating to dw useof
the Shopping Centc�r
lndhviduals� partnerships, ffin-ns, associations, corporafions,
h hty companies, zusts, govern"ment ative t ib als -Ir any other
abil t;-il agencieF. admin.i sm r. mun, f,
form of "business or legal entity,
3
(o) I, e'a i 'flitles, Loading docks, t�"t,;c'kramps. trash enc.losures, battle
sturagc areas and other sim:i'jar ounvai-d extensions,
Un', Utilit Mow SAW and synams Ar the tranyminims of utility low.
services, including,. but not lirnited to., water drainage s"Ystems or structures, water.iinains. sevver's,
water s1winkler s5sterun 11ines, elqphoiie% AWN conduits or ��ysterns.. gas nnains, other public
or pnVate utilitkand drainmge and sta:va'zg" ofsudffike vyrater'
AR'.[-(7.'.,.F-- 2, j2LQSjjj2C L-)--4 01.,-7, PARCES L., S[!LiNAAGME
1H
2A LB,- i,'dli n 2. s d. I rr. . r,, ��
repla-ce-nient or modification (colleciively refferred to a� "Const'n-i-iction""i of &-ny Building oT
other irnprovemen's an Outpar-ozi, o"r an lyine Me], th applicable Other Owner shall
deliver to or desig-,-nated representative lb,,ur 4`� coinpletesets of,its
V .
schernatic site plan-s, and othi� r pJans wdhon,,among, other thingst the location
facilifle-.-. and inaprovenic'nits to the Outpaifcdl and hilte Parcel, including,.. Pars king. Areas,
womobile ingress and egress, curb cum and tra"'fic flow, signalization am d signage to and �kvifl--dn
the Dutparcel andkiine Pa et. ScIMUM& architect-ural and enineenng phms� land,--eaping'
drawi p, s, grad -ling and drabag e p I mis, B oor p I ans an.. d p han s ar, d spec. i fi cati o n S JR,.- si gn.!�, ivhiclh
`a
I s,-dra-%vings and specificadons shaR show, among other things. cNicriorarchitectural design
and duct Ovations, atn-,th�,-tic and other like Imranent data, and shall outline
:?pecifica-tionsl-or all sucli WiRties and im;wovmneras to die Outparcel and Inline Parcel, -all o"F'
Wh am hm-cinaReT calN«-.d "Pla.n.s and Snifiicaions ." No Outparcd or hAde Parcd Wilding
slid! exceed one (1), story and s J" et and eL respectively, in
un.less other-'�vhse approved in Ming by. t.
be nneastired perpendicular &om the Cnnislicd flioor �Ievation to the top of theroof strurture�
including any screening, parapet, penthou-se, i echanic-al equip-ment o,- similar appurtenanc��
locatcd c-q-, ffie roo.Fuifsuch building, All LI-61ity Lines scrving 15uch Oulparce! and Ialine Parcel
muib 'd l shall lbe underground,
12 F%IA!zTgV#
(a Procedure., Within. fifteen busincs-s days after- th-c sub -mission, tsar:
P'lam; and Spec i fi.- cations, IF t snall notil.�--! the applicable Other Owner whether -.he samw
Lire approved or disappproved, A,,-,y disapprcrva' shall set f6brth the general reasons,for such
disapproval. Therealberdhe applicable Other Owne�- a -,hall revise its Plans and Specificafionsi to
inconporale-such changes as may be requeurd to secure Is approval" and shaE dehvtr
fb,u (4) completed copie,, of the revised Plwis and Spufflicalions to F To the e-xaent
any subsequentni�aterjal chu�ges uc made by -he applicable Other 0,�vner to any approved Plans
and Specil-Ica-tions, such changes shall' be s,09'ect to the provisions of this �'jgqior, j_ and such
Other 0',-viier :�hall secure the approval of in the mamner, provided 'herein, h.
tH is to no,,.*.'ft an. Other Ov"Ier of ils ampraval or dis provall withi? -1,11ftten (15' bumess
days offOhe r--cc-upt, of s-,lich Pha ris arid Spe-1.1 tii catioils., h,,,ill be Clecrned. to 'nave
aupro,vtA such P"ns wld S-oecifications.
(b) :� . - I sha"I not be liabl,', 'in or otlhen-vise for
MY reason, includi,.ng, without firuitatioa, wny mi%aJk` n kidgment, neg-ligence or nonfeasance.,
!N�-, approvadl or disa-pproval orif-ailue to apprwve or
xmtilg. out of 0., lm4 Cotmection llv�
disapprove any an limdon submittod pursuarit to this Dec! -ai- tior, 'Eaell Odher Owner agm-n,
P
ffiat, a -
by acqum. Mg fitle in-, it!, Parcel amd t)-y nularnISSMI of as plans, drawings n-61cm, specificatIMIS
I
�,or avro,i-4 it wil,Yv-aivc and relnqui.q1 ary rghto bnngar-e, act.zvn or s sit
aua -- ... . .9 "
, -, i:n to recover any such, d arna es. In adidition. each C tiler Owner shaH
indem,nlfv, proiect and hold - -1 1.z and its offf,'Icers, shareho-kiers,
emlploye--,� and agerrUs, hamalel.-< r, from and' aaam�w,, any and all cawzes 0-,'actlon, clainns,
habi-lities, ksies, damllag�s, costs and expen s-es Oncluding ie31`lable anorneys: Nn, apd court
ccmteao arisirn' out ofor related to the approval or disapprov<d of any plars, drm�-,ing.,., anid/ot,
specificatior.,-s submitted to, x 1.), )r o
No appmv<d shall b,�, co.-Isidered an proval o*Ct,;-- plans, errawirigsand/O.- :po,,,iIIcafions from ;�,m
en
Z�.Iln e,,, 11 e�, vemn ec, t i �, C or a, dete. ni na th t the p I aans. dmv 1 nc, ani.Vor -icatimns arQ
.11ra anecrin demian standarcm or that
St'"flUiNe tom mwet Itaiddim-,-, architect d, or C�n,,,�d
ari�, Buiiding� �,.,rr innn�;-Ovem.mts corn -ply "'..-ith any applicable or thal any
Buildir, s w, hnnro, havc, been built iv accordanc,.� with sucl> pians, dmwin.,,z.. anel.'or
2, 3 Morilmera and PvIon, Signs, Provi'ded --Iie PCMMtled b,,,
(3over=eraal Rexflafion-, to is ad set, a4ffected, there !' aTIO.
biecz to the
' ' -t, IS - W)
C-v�rm attached, -,o and Mcmporated herein as EE-,d4h�"Dit 1 Ile i Lyn .t;,
.mlve.-t5e�,]Rationsne reestandimmn"1,aouurceav ha,s"Neel o v=emegu,a'ngonulwt S21ol
;ij Ouqpw,c-w! at t1he locafion desigmateld therel"ar on. ExIbilbit "B" and (b) s. and. the
Cnh,u &.,��ner ol"Parcel 2 shw,?n on the Site Piam., nlav have, subjoct to co-l.pfiance WkIth arlplic, ble
Gove-I-Tw-wmtai Regulat,4ons. two, mocstarlding pylons at t1le k-;cations des4xkiated there.'
E hibit "B", 1`4,ch nionu-ment siun shall C-Iisolav a simglle desig 'o k a Pa
x, R) r i Occ- i., o f t he
1 by
Outrc �pael- Each. pylon. si. g,i sign shall display milles Lai"i 7 as detcrmine,,
'i, ',ach pylon sign �zhalj a!&-) •displa� s f i't.'s Sox d �cmtion. I panel, o &,her
I J
0,it.-ner5 atid Occupamas as date. m.inwad by ume, Othor Ov.v-ner of Parce-I 2- .,how i on the Site Plar�, 'In
r, - .)r its affiliates is an ON.vner or OcSHV t of Parcel 8
shm,km on the Site'llUm the Owner or Occumarit of.11arc el 8 shall I)e egfitted to use the
b o t t o mLt-. on vL(Lu.. sion jots, ted on or near Crai Road. subject to the terms and
t fidu s of this Declaration. Any changeto the initial des-ign of the mon-ument siam
............
Smucture� Cyr the design. of all !�ggn fascia dispJayt-A on such norm-mient. sign shaH comply witil. the
Y1 gr rl Crie ia, but Sbaij notoflrlernvi�e be subject to the prior wrritten approva. of
Anv chxaa,;t to the ins t, al dei:' rl of ffie pv.-Ikm ?ii gm Structure ol- th 0 desi u, Of all 5io11. fa-scia
displaved ffier;,or, is sub-iiect to dhe p-nor written approval ofx and m jt et ply mith
xa
dhe Sign Crit ria. cost. c1l, constracting" insta-fling� nnaiutain'ing� operanng�' rq�t)airingg and:
Toplacing oach, Monum=1 sign st-aicturt and sign 17ascia shal-11 be paid by the applicable Outparcel
Owner, I -, shall bear the, cost ofcon.structingand inswalling the pyk)n si_n structurm
qubject to reirnbur,�;ement, b-,, the, Other ONx.nitr o"'T'a-ce" 2 Pursuant 1.0 a sepau-me
agreen -q struo, e and
nent. shall rnaintain, operat-, rtpair and replace each pylon sign
ig, e n U pi fasci a� subitc-t o r imb rn�cnnent as conte-nip tat ed b-y -,t--t.jnn
I g , ';
-hue �h ,4 B ".1 �-halll bt� no other �.zigns., hannen� orsinifiar adverfi�.,ing'
L___ f_ _5
media allowed ion the outp-arccls, exc"-'pt. Menu boards, diirectcrnal signs, handicap parking
signs, m-,d signs or; buildings, All 11 cut. exterior buildir)^t signs -zhaH be resLricted to
idemiWatior; of the busWesses (or services located or provided on the appikable (hyparml and
hhWe Pamd, and sball conlfbrni to any Goverriment Rq, ulations and to the Si,, €i. Cniteria.-.
�=t niQn- '�za-";'. 4-tm
d Lfi�plavqj on exterioTr baufld4gy Ar a pqHod not to exceed fifteen (15) mmsequive da-y-s. o
L,qLmore than nipetv (90) dovs in anv catendar vgar.
A GenernJ Cong-ugion RLj
(a,) M*,in'ner cif Performance-, All -�x--ork pe-clfbnned in the
a. and repair of any buildi ,,, la-,n'&Cape� sign or otiher located 'ar, the
Maior ParceL an Inline Parcel and �an 0'atparce4 sinaffl, be effecte.d. as ,,peditiously as
and in saclh a manner as not to ljnrca' onably interf-re, obstruct or delay (i) access to or tffinn thc.
Nrcel or vh�c Mer Panxis, orany part thereof, or to or I-o-nn. any public. ri�g,.M-of-way, (ii.i
"vo�ck lbeing perf6nn ed an the NI, or'Rarcel or the Oth er Md q CW OH) M e Ust
enjo,yrtwn't c-lr occupancy of the Major Parcel or the Otlier Paxcels by or the Other
0%,,ners or their Occupants, Unless othervvise 'Speciffically 8tailed herein., "4,—,�'
an Other Owner shall, at its costw-'Id expense, prompfl.,,., repair atrid. restoreall buildings,
m . gns and co.ni.,,nor; area hmpmvemetm; darnaged or deshoyed it-i the peT-fiorniance- of su�h wtork,
(b) Stan gig6or the and repair oaq! f
VMS& sign or odd er improvements locatt.don ar,y Othet Parcel,, including, -,.vithout limitation,
-he Ic ;-onz I-ailding rriaterials,
and the AM of <,onst,-uctian vekdeles zaid equipment, shall be hnniied to and take plaee onl-y
on that Other iarcel, At the request ,,-)f '� . o the app,licabb-, Other 0;%-,ner shafl , nee off
such stagin. and z-�;titsge z-Lreas. Unless othe.n-,visc speciffilcally stated he-,reir, thz applicable Other
0'�vner shall" at its sole cost and ��xpense, prorriptly repair and restore or cause to be promptly
repaired and restored it) As prior con;dition aH budidinggs, signs and. Con-innor. Area inn-provements
dam 1-ed or destroyed m the performance of such work.
(C) Stmmdard of WaCk, All work perforrned in the construction. rntiiracnance
and rqpbr of any NOW, sign or other in-,provem-ents located or, any Other Nurcel. -5hall be dc-,nc
in a good and -,A--oi��T.nan-hke mawner and I.T. accordance with enghwering standards.
6
Corn)on ,;Ve,1 work shall nieoI or exceed Me dec.;ign s=diards for O"he.
Cornmon.Ar a iniprovements. locatzol on the.kffajor P�T.rcel, ir"Clu ding, �v-ithouj Ii-nitation, wifln...
re ar 'i'mirn" n-'ailitained fighting intens'n,
:d to the nriin y at tpraae at all Points in the Cornmcn-� kfc1s,
the slope cul'the Pnvking jkreas� and the sur"ke miatenals used for the.Pai-king.rheas.
AI) Mech,,nics'Liens, H" ally mechanics$. rnaterial.rnen's. archn'.
deign or construction hens shall. be filed against the lQur Parcel or an Other Parcel f6r. any
work done or noaterials I'lumished in connection with any Othen, Parcel Cl.wnoroved Pa e.P), thie
owner of the Improved Pame. shalll cause the hen to be sabsBed anti released afrezork SW,
0UtPaTCCJ Owner shal within thirty (30) days after Me fRing of such On, either 0) cause any
nah outstmilng lien or clairn of lien. to be relea-sed c)f record or 1-jansiferred to bond in
acem,lance nth apigicable law, or W) gRe such assurances as wmdd emkble a title irisurance
company to it over said outs-Landinglien or clairn cd hem Wng both of Wicn.
or the Wher Ovvncrs (as the case may be) shall have the right. aw such; Owne-.'Sexpense, to
transfer said lien to bond, "T'he Ovv'ner offthe Impmovcd Parcel, shall, indernni.Py, defend. Protect
and hold mid the Olffier Owners and their respective Officersit directors,
sh ...�a,r:holders, cnirployeea and agents hanniess 41.br, fronn and against any anal all causes ofaction,
'� -r ' h -i, losses, dainagcs, ��,ostz, expt-tns�,s (including able attorneys, fi'-��es "'nld cl liobilifiem
c --om arising, out of or in any way cormeci:ed %vith the pe-rforniamce , �-.rt costs), li"'ns and, Clainas of
of nwh wark.
(e) iFamr.. oigry License, Each, Owne: herebyg)-.-Iants w-, the other Owrle;s a
tilt porau-,y license r'cjr access and passage over and across the Comn.nuni Arta located on the
grandng Ownees Parcel, to the extent reasonalily necessm, for Stich O"vner to Construct �'tn'd'/Or
mainitain improv'emems upon AsParcel;pro\ided, hoyvcver, that siiich, licensesliaflb ine •ct
orfly •during i �vhen actual construction and/or mairrtenmice i! being 5 . per n-ned, and
the use of such license shall nol unn-ewsonably inter- i-e with !be uscand,
c'oi3LCm-onrhtn?sacrr erhergperatfiotf oinAeaoneyanigOwnePrel, iooxcising jiis
gm,qted herein., an Owner rhala provide each, anting, 0,,vnor witihi av,.ritten staternent
the need for such license, and shall f0% a ccrtificaue offim"'!,ra-nce showing thatits Contracto.-
has obtained the nainiiinurn ins-uranc•e coverage required by this Declaration, The ener ',lhjffl
rwornptly p,,y al,, costs and" expenses associated with such work-,., shall coniipletc Smch work: as
quic,kly as possilble, and shaji.promptly clleav-i, anol, re�c.;torc the aB�ctod perniion of the corn.nlon
Aaea an the gTanting (Arnerl Parcel to a condition whkh is qual to better thwn, the condition
vvlaich existed prior to the co-'n"mencementof such wo,,.rk, Non.vith�,,anding the fioregoii.-ig, its
dispute exists betv,.,een- the contracto"s� sippliers an,�V'or others connected with suc.h.
c+)nstnucaim-.. acfivides� th gganting Ow'.ner SO have the right to) prohibit the contractors,
-4ers Working f`br an 0�-'..Ilerfromi asing the Cornm-non Airea cnl t1he
k�6orcrs, suppliers andu'b'- otl
, anling Owner's ParceL
(f) Lmdieiiiiiiry, In addition to the iiiindc-nnnif5cation, sm ffbrth in Sle,,-.I-iori 5,6. each
Other Owner shall indenn2ni , defend., protec,, and 'hold Me other Wher Owriers,
LM%QK=I
0555050;i 7
and theii;- respc-";Ei-ve mfficers, dLrectors� sha eliholdem, �'=ploy".es and ag I �Cnts --'arrnless fbrfiron-,
and a, zdnst any and all caus'es ofact."On. Claims. liabilities, los�est cost� and expenses (including,
attorneys' fees and coun cos.'ts) daf.nages� amsin_g; out of or related to injury, to ordeath
of any poson or darnage to or cksmction of any roopeny (i ) ari sing oilt of or resulting bona any
construction act-wifies pol'fornned, by or ai the request oft�� Other Ow,,-.er or :its Occupants, or (.ii*)
occurri.ri.g within such- Oflher Parcel.
(g) jkluktm flylgIghmi. Durinq,� ah conAruction on. the Other Parcels, the
Offi�r 0,,vneir underualking, Such work &hall kvep the construction site and surrounding ari�als cieam.
and ftee of consuutiort tnavcriah,,, trash and debris, and shall tal;x aj-,)propriate precawions to
prusteci. against -jpor�(maj in, ury- and progeny damage to the oxhor pavitn- and their occ-upants and
invitees. With regard to uxicavation., and without lirniting nn'v otherprovision of this Dechaxa!ion,
no shall be made on, and no sanC gmvQ sod or Who malufal M be removed
xcept in connection with th.� construction o n-aAion. of Otber Parcel
fion47 any Oth r.'ParceL ?-, . r alte
I ' - - or in -n1pr- ed in thrnannerefort. �;t -h.. in flinis Declaration, and, upon
buil dings, ovements appr"ove
;;*"-npletiop of any -auch operations, exposed oj-,�n.iings sball be-backfiTed and disturbed graund
:'ihall lbe graded, leveled and pa-ved or hindscaped in accordunccwifll tho approved Plap':'�' and.
(1i) Parking Area,-?.. Al I pon-ions of an Other Nucel which car, be used, for
buildinz's in c0lnpliarc-�' With packin3g� and Building :',zea. Tequirements shall., until dc',-'a:-,'opcd' rub�
usc, betit- e- 6,i.v loped as parking area or
kept -�veed firee and clean by the applicable Other Owner,
16 Bu i I ding N-fainje nat,,g- g. From and aR er the datt-� ocynstru C.ki o f a on an
Other �Parc.�--�l :is compl��te(L the extenor of such buiMing sham b�,� maintaint..A by tile applicable
Other Ov�.rner in 1`irst clas<; o---dercondition and
A TY
�xjlag-' ar"d 2—,ntwt..,.tion. If the buBding(s) or fi-,'�irov-eine-nts on an Other Parcel
aredam,igeAordestrcyed, s4d'h (Al-.wr 0%,ncr may, bw. shali ;not be obligated torestore its
If an (Aber Owner elects to sorestare it'w
bufldin-g(s) or im.prov ents� such bAldinyls) or inrpnov,-inents slbah be restored to a condinion at
least as good as of the building �(s) or improvements dhat which exis.tcd irm-nedia �]-,y prior to such
damage or destruMan and all such "estoration and. recon,�truction shall. be perforni��d in
accUmme Alh the Moving rujuirunems a�-: the sa-trie are ap;Aicable thereto: (i) no work tin it
ePO ened ules theewreeing,oeklnheehMaSboMOr dsirprI1samas in
each instance co.tiplied ME the ztppropriate provisions cf this Decla ation ivith respect to
approval of Plarls and Speci, cati-ons for N-vork per forpned onn an Oth Parcel; and (i i) all, work'
zhaffl be per.15-inned in accordance ,viith the requirernents of mis Declaration. If an Other Ovv ner
elects pot u> restore its building(s) and irapprovarnents following damage and des-truobon, such
OthuOwner'�� obligations vvith respect to the Con�unon..Axeas or its OtherPa-rcel shall cbiitinue,
and s;,.,ch Oth�rr Owner shall, at its �cde cult, raz, its clau-naged build"mg(,s�) and in-q-
provemems -and
clem-the B,—Ming Are,-i ati4sur-rounding Co.mmon A-reas. ofall debris,
ARTICLE 3, LASEMENTS
3, 1 l'itilitv Ease'.1
(a) (Lint of QmWearl - x , hereby grants it) each Other:Oxvner, and
each Othei- Owner hemeby g amit-, to, Iffir the benefit af the N.'Lk€ or Parcel and each
Officr Pancel, as applicable, a non-exclusivc an-d peqpctual easment under, through and across
t1he Cornnnon Area oftibc Nf.Jor Nucel or w..-i OtheParcel, aapphcalble (,oxclusi-ve ofany ponion,
wit1hin a BLffldin, Airea), for thc ir;sr. Jwicnicq)eradon' mahnienance, rqpaL-- and re-placenient of
Utility Lines, The initial location of any Wily Line� be sliblect to prior,�vritte:-n
a"opm.-val Of the antor� 1�1vhich approval shall not be mreasonably withnield, - de,,I, however,
provi�
that it shall In all ev e-Its be r-nasonable for -die mmmor to t,,,i y its atmroval if the nrouosed
,cation is within a Baflding Area,
(b) Easement , rea and Whi The easement area &hal I be no Nv-ider than
ess'ny -C.' re'.sombly sad sf - flhe roq-L�inelnen'ts of"i ateo-ir public Itilit".!, or Ti(5fe-e! on
cac�a ktideOf t'hecwiterlme if the easement is granted to a private party, All L'..'tility Lines sliall be
instaJed m-..d niaintaim,<d belc;w , ro,,1nd leveL except lcr (i) grourid-n-io'Lnited elect-rical
tr=s- ;'Mel-s and such other facilities as are required to be above. und' by thic -utiht,-providing
- - & -ic�e i-equ hk4 -� " - 11x rnainteiatice amild
suc.h service! and (ii) lemporann.- adlity cry .aired d. 'i-mg -"onstructio
repair of any building ,:s or iniprov"Inents located on the MziJor Parcel or an. Ozilier Parcel, as
applicable,
repair ami replacenient of such Utility Lines s1hall not unreasonably inter re with ahe usc of the
ilnprov-ed. Conmo."I Area or any otlier Parcel or *Ah Tc m.,mmal operati.on of any business in the
e Ld
Sh o ppin g C en ter, Any p -�;,rty i n -s t all i r.. g *Ud 1. ity Lin es� p ur s a �mt to t." 0,-�rO �,-i s i 0 r' Ss 0 f thli s S
'i e� I � them
pa�)' all c.osis and respec.t ".1 retcz, shall se all �N--ork in coyniection, , --vvith'
Qcluding general clean-up and proper st-,rf cc-and."or S111"gurf"ke resioration) to, be completed as
quWkjy as posAble and in, a nonan so as to minimize imerf&etnce with Vhea��e of the Comrnon
and or be owner of W, i'-�vhvj Other.parcehls), a't�
�a, zuul shall provi& , I ===Q,
mpplic.-Ne, with as-b-uilt plan, for all S-"mh fiacilitiest including the location of ,he ease nier (ak-�
determi-nod b"va, licensodl ffifiiy (30 day-c after the dale ofcompletion of
Conoruction, EXCCPt fo�-- any Utihly Lines inmaBed by R-n- the c-',�'clusive us,,� of aon�
Other Parcel, ;he party installing U-itility Li,es shall maintai n, repair and repik-i-ce thenn. at As sole
Cost ant'l ex- If :nstalled a T-(tiliv; Line for he exclusive use by an, Other
Patcel, th-cm such ()ther Ovvne:r shall ma-intain, repair aid TqAact the "Lltility Lines whicli were so
installed by
(d) Rek)cgijon of Imgg, At any time and fii)m tim<. to the
grunar shall have the right to rdocate any Utiliq.- Lines installed o4nns, Par, --el pursuant to the
-ore "on s xt
'going grrant of provided that such,rclocation: (i) shall lbe pe I - ned only after i- y
(60) days prior writ-mn notice of the grantor's intevion to vtndertake the relm-'aiion shol have
been qYvai toi the , antet, served by the Lhility Liner (U) shall not unreasonalbly interfere. with or
dffi,-�inish inih-t-y se.r6ce icy the grantee's Imid served by the IJ"tility Lines; (iii) shalH not reduce or
Unreasonably i nopair --he usel"IlIffiess or tbnWon cd the Wfity Lines; (iv), shall be pe,66-nned
without cost or -�xpense to. the gran.teo; (v-) shall ., e! completed using rnakHah and de'$i'tgn
wandmIs "Wh eqw! or exceed those onginaily used; (vi)shalll have been approval by the
service provicky and appropliate 'govcnana'ental agencies 'havingjunsd)ction theveof; (vi-i"')
shall proAde for Me: originall i,,.nd rel ",ated owea to be re�.ztored to the orign.al sprxificafions,i.-tnd
Qj shaN not interfere with the, conduci or operation ofthe bus�mess of, any occup"ant of the
gmake's Parcel. The gwanwr perbradng such relocation sltafl providt as -built plans, I r all such�
relocated utili��-ffines Lind f116HIeS DO the exantee served, by ��...-:ithin thiny, ('30)
da,ys af or the date of conipletiou. of such n�locaiion.
d nal -uch additional
'
I.- m, s;t,,ts, Each O,v., e a� ee� to , ran t s
ea-,senient� as. are reasonably recpuired by any pub0c or pri-"-ate utilit"', for Me gmpose ol-providing,
the LARity Lines for the benefit of the ofhtr ov"'ners and their Occupants, ;, rovided sucl-i
the req-�Iiremenfs of this Declaration an, not othanviis,� in.,c�owsi,�tent with the
proilsions of this Declaration-
Tenn-- The terms and pm vis�i'ons of t sl �� H sun-iv.e he
expkadon or Wier tennination of'd,,.zs Declaration,
-2 llern-.ia ie-i-o. Access Drive,
(a) 'A �, "S grnm'lor' herel,-y to eacli Other Owner� a�� granlc�e' fbr One
benefit of each (Wer 0-,vner and. its respective P"�'rmiiw-es, app-unt.,nt-int tz ea�cb Oihwr Parcel
such Other Owner, a perpetual non-exclusive �->asemeni 66,r ingri,,ss and ees-sby
alud pedestrian, tra.fflfic upon, over and xuoss that pen -ion of the.. Connnnon Axelocated
on the 1Qor Parcd sown oE"B"Me ['h- tion4hias e nurnbeandlexa
of all ct.`rb cals from an CAher Parce' to aro on'o the > shall. exczpA to the
rnay fro'm to ti-Ine'relfacate the iocated on the �'N-Iaiox Parcel
provided that any suchrelocation (i) shall be perfoxned only aPer Shp (601) days Doice of
intention to undertAne the relocation shall have been given to the otne-� affectod Oth�.r
Ovi'ners� (ii) shall not unreasona-Ibly interfere, Zvith the -use oft dun ibe
rel by the Other Oix—ners and their Ocinipants sen"ed by the sfia,J,
rof reduce or wnreason -ably ir 1pair the -asefulness or flunction ofthe. Ov) shah
be perf'on-ned without cost or e-,xpense to, -N,- Other O1krne!'S, (,,) shall be cornpleted u°$ing
materials ai:id d) gn stmndmuds vdiich equal tzir exceed those originally kised, -' D shall havebee.n
VV "
3ayi. .. n_y
approved by any appropriate t2ove,—,-,,.-nvnMI agmades having'., puriisdic.iion fvii) ,hafl
pro,vidi, for the ori grinal, attd rolocwed area to be restored li.i the specificaliom�.
(b) Each 00her 0�,-vne-z served, by the 53 all pay its pro rata �11harc-
(the "Access ENIM,Cand g. . CQ of all r easotlable costs and et<,pens-es ineurred by
fbr ffie repair and raai.ntenaixx of Om i - I Said pro rata share shall be based on
the ratio of the total square kmmgc ol'NettA.rea located on, each OtheT Parcel to t1he total. Square
footage of Net Area I ",;,aued cin all Pa:.rcells (including the M��O�- Parcel), Each Other 0-,A,;Ier shal',
pay �,uclh �Oha!�v Within thit ry (3 30) dy, a after. demand.1f.Tom
3.3 juveaa,jim
(w Awy of Easuaws, Each Ov"ner, as, grantor, hereby grants to th,ecalher
Ok,vner", and CheiT rewpecTive Permittees for the bcnefiil of each Parcel belo. ging to- the oth:.:
sas ,o6e i ess lapede�O-wnerg7anteesa nrlexclu�vandaabyvehicularnd f,trian
"nuffic. and -i'hictuar pwking upon., over and across that portion �")f the Conn nlor, Ar a on.
I arc� (,-! hi� e� to Strvice Facilities �,,r drive iap or drive
,11, grataor's P, 0� excepifbt- d )Se ar, as devoted
ot Lluo-��., cust-onner Serviu. !C`acilifie�, Without Ii-m-iting the generafity f he fbre-goffign --he 4h
eassmays grawd I the prweding sient,,mw-,� upon, over wnd across C-,munon
Meas of Other Parcv—s fo, One benefi! of the Major Parce.L I -he reciprocal. rights of in�gtess and
Ogn,-S.ss, fbi-thin. this sec�tiun 33 shall apply to uu., Co.-aunton Area f.,br each Parcel, as such area
shall be increased u purs ant to Sy:,, kan 1 j3Qabove,
(b) Each Owner reserves the riglu t,,cksc off it4 ofthe Conl.rnon Area
fk� .�uch reasonable period t,f 1-inne as -may be, nek.-Cssaryin, Ile, opiv,,R,Fn. of�.z.uch Ovv-ner•s
legal counsel� to pnev-en,, tileacquisihon of ptusuiptive ights by anyon; ; pro�,-,ded, hov,,ever, that
prior to closing off any polan of Ae AnunixuArea as hcn�in pro videl, such C)"mer AS! Ove.
NyMen nobce to the OUICT 0,Vlners of its inter,-Gon, 'x da so� and shallil attenip, to Ci7x.-,irdinate �-mckh
closhigwidi each other Owner so that no tunrea�onabje interfe%renee in. the passa. �,e of pedestrii':S
or shall and
Q Each Owwr r�scrves the right at, ail time and `ru--.,u time to ii-me to
excludc and restrain anyone -;vho is not 41 Pcmlin.t!t,� --5-om asing the Conimon A,,ea on its Parce,11.
14 Landwaping B-asernent. Eaclh Other Ow-ner shall betesp.m.sible for the
and replacement of ian.&capjn, any portions of their
respective OtIlet-Parcels &�igrma-, d as landscape areas or, the approved. Plans an.d Specific�ation�,�
ft -wrlich
. )T such Other PaTcel!� and/or rq uired to be laindscaped by the City of'
hradsca:ping shall be mairazined. ii-i cot-nipliwlice: witill the requirements of all applicablo
Reguilawimis; provided that., " , shall install andn-saffitam all' landscaping".
locatei.i on the j,,erinneter offfic sllopppi..ng, Cent-er, the C St of the mainte-nance of which shall be
reirinbur,,;,-.d by the (Dther Ownerspro raaa- according the Net Axea of each Other Parcel divi-ded
b,r: linc Ne. Area of A Pamels (A. a:: thn %��or Parce"). P'ura�aant to tllpirc)visions' of �
LI, Each (Adher (Ornor Not# gants to b a moill-exclusiv'e casernent f'or 1-he
lit-igation., -nainienailce and replacernent oflandscaping and
an
w.-,,y such portioms of th Ot- h ei Parc-ek. If any Other Ownc" f Cia , .tr refbses to undertalke its
"cstu-.)nsibihties descibed in thusSr,&--Jg r pect to Othr Parceat dscping,
n-'ay peibmm S'ux.h landscape work on the 01.1-wr- Parcel(s ' ) as niay I e n:asqnably nea�-ssary
to cornply �--vith suo.b. requi-rern-e.,uts, and, within thirty (30) days alter dernand b,,., I .
stieb Odher 0�-v1c-(Ai shall Arnburse, I ..for all cost-, and expenses incurred 'by,
ill connection such landscape -�vofls- a ,nariagiment fee eqpual to ter,
percenl� (I 01.E i)`,,, of such costs and cxpensea�
33 121gy1ggy EsseDily, I . hereby guants to? each Other Ownc,,, and
Offier Owner.h.,ereby ganiste' a non -exchisive ' aseracw over and under its Parcel
fo�- surl'ace -,xatar drinage over and ihroaiglh the drainage patlern5 and. storrin water draina-ge
nang t s Ame to &me m1he Parcels anap d proved 'by systems that are e ta-W i.
as part ofhe Plans al -A Spocifications. Nrothin�� herein s1hall pr,?cnt an Ow-=- f-rom relocating
the drInngt paRms esablished upon suc.h. Owner'sParcel, prm,,ided such relocation doe�-� not
1 Y inte-fere wit..`.i ',I)e surfiice water dminagy'-; of c-dhor Pan" ols nor in t en"krc whit tLe
ord,erly disclfhaqge ofsu,.-facc -%-ater ftom such othey Parcels,
. 3, 6 IV ANUjI, Notwi hstanding. . J ; or an Ot'her Owner's ow-:'nership of
rnore- dhan' one Parc.e,, the ease-naellits gwanted hereunder shall 'burden and benefil: each Parcel
individualiy� witho-u-t. merger as a T;-��3'udt of stich ccnmamon mvnership, and �,,,pon corn,,eymnoe of,. -I
Pat el so that su;h Parcel c�,;des t(,, be under co-mmon o-wnership' neither ot,-v.T.Ier wnve- 3x",g.'
amid Pavol no the owmer inglOng said Parcel shafl nced to, e\e�nne additionial to
e0dwce Me existence cTsAd eassments, and said easen-wnas shtall l-elaw back to and, sha'] be
deelned to have been cmawd as of Te date bemof
PARKIN[L D _BQaTRj [71(043 Q34 11111
A I Pajol,
( ' a) Parkimz, There -shad. be no chan�g..`or Parking in tLe Ccannlon.'kreai
Wdhour the pioru..rritten cox,sent of 7 � �,vhdch cons it 11 ay be wit"alneld or de-layed in
be sole and absolute discretion of I The Pm*hg Area oii each Other Parcel sha.111
Contain suffilciens. gound ler.?,ol pAing �paces in, orde" to cornp)y with the minimurn
requircmcnts, %-.ithout �CL'Wnze or, spacea� located on a.,.,y other Parcel-.
I ) � pa"-.ing' -SpaccS for each one fhousand ( 1,000)
square ff�,cl of Floor Area,
12
ll
if a b"'Asiness Use contains a dn-w-urs unit US w remote biunkhngy teller or
food ordierimg/dispen!3ing f"ki"ity.), Men thwrc sliall also be �created spw�
for stac l6ng- not less thm! number of automobil s
met- �f
!WWWPA Q each dlive-up loot;
(3) ib-r Cach „:jrgle r, si.airan—,vh.ich halesSs than. ffive thousand (5,000) squan�
f et of Custorner FIQ<,.r Area (.as defirne( b_applicable Governmental
Re, ladons)t then i.cm (10) parking spam" for each one thousand (I .000)
s41wat & of' Customcr Floor A.,rtea devoted to such use, and
V. for each single r"statnrant which has more. Ohm five thousamd (5,000)
squ,are feet of f',IoorAreat then fifteen (i5) parkingspaces f'b:reach ano
dhou,smd (3,C'K)0) aare if6«* of Custorner Floor -Arca over f5ve thousand.
(5,000i) square feet devoted to stxb usc%
If an Occupant opcxates a restaurant incidentally to its pnniar_y- business pumposet ffie.i,, so
4 r '�'ng a. S.'uCh 'mcidental openition corainues, the portion of he Roor A , upied by
such remwarant shal'i be exclud,,�dfl-rom Me application of Q.,,;md (4) above. I -or purposes Ofthis
chuse only, a restaurant be an `incidgnuflgl:�'!- atimVif it ('x�'.upies less thm seven. percent.
CkmMamfs Floor Axea and does not have a sq), `aw, customer elitr,,y/exit door to the
oWde of Me EViding, hi the eve,, -a an Occupant ufflizcs RoofAma fbr.mmamrai-lf and other
7m. --poses" ow,y tl , w portion ofF loor Area al local ed.Ibf nntaurwra p L,.-ryio,,es sb al 'I be sub i ect to th in-c-,reased pai-kin,:; g., xjuirennents,
In t"he ev"'ant tlx mini.-mu-n-i nwnbt��r of parking sp,� juirediby Governmen-tal c �--s re L
Rguhais-ms is greater th'an t'.."C'mimmuni set SO abom ten the nithmumi
nanaber of parki:nqg Regult aims shall control,
paces as required by C3,,,-;verrmncn1a.
(b) In he event of a condemmation of pxr of at Cnlher Parc-ell
cw sale or trWor in 10, thF--reoftlaat reduces Me nwmber of (.isa-bfle , mces belmx- that is
reqWred in this, Smj ,jn 1, L am" such Oher Osx?ner ivhose Parcel isso; affeczed ase iislbin�l
MY its (including asing proceeds ftorn tie condernmation Ewa M or settlenwent) to restore wmd/o.�
sub�;titu,e parking :paces in order -to comply -vv'ith fl-aC parking mqirements :set Ifort.1h, in this
i.,mg 11"such compliwnce is not po,sible, then suzh Other 0A--1er sluall m a eemein,
def."auit hereumdhj but such Owner shall not h�-- per, if:.md to expand thc. 'onoun? Area
(including Customer Floor A.rea) located tTon in Pmwd, If slich Poor ikrxi firx1r-ding
Custonwr Floor Area) is th i-=after red'wced other, -than by casualty, hen the Hoot .Atea (int hidin.. g
C'Ustorner Flooz-Are, l) On sucb Parcel not Fmbsequenfly be increased unless Me parbding
requirawnt is sal-fied.
A D ri v in Fa c i I i t ivs. N o v elf -niiui I a it dni,,e - u p o.-t - drive - t h f c i 1 i t ia.s :'h `ic l
o, locLited on an Othea- Parcel un-less shaL' have given its writwn consent;
-:i g a
vhic-h c'o-me-nt sh�dj not 'Lie 'unreason -ably smidtheld, to Ow location, parl. n r d aisa.sxes of
such, facilities,
(tti F*jjnjgm"as mTSg, 1r. no event pio� yees of any lb-asin,.--,,Sss other
thar, park o.n The IN.I.aJor Parcel,
4.2 tin; RestrictOns,
(W General Llse Rcstmtions,
I
0) No 1-A)rtion of *he cart
t Common A -ea, on an Omer Parcel shalI be used,
fhe storagestorage ofsho.pping st other tham.
he sal", stora'ge or disphly of Inwrchandise, or or t dliigqated Rv sliopping carts by an Ov,.-ner or Occupm or by appficable Gov. errumental
R,eg-kdafions, No -pronnotions sha-111 lie held in the CommcC; Areas o:n, an Otber Par,,u"l wiihout the
pier written co,. smit of 1 ",h6ch inay be given or with,"heldin s sole and
absolule dscetmn
(2) No part of a Pa.rcel shia,11 be u-ked for cal-it"r than -retail sales, offici,�
used hy a bushmss or use which: 0) creates strong, muisual m c-i"
vapors -,,vhiclh are or be C*mr Owmel-s; (ii) is a public or puiivatx-
nuisance; (T) emits notes or sounds. ,xhich are objecticm-able to ' : or the Other
0-,v,nm,,rs due to bvzifteqLiency� or loudnes�.� or(iv) crcates unusual firq
explosive or other hazards,
(3) No portio�n of thm, Sl-,iopping Ccn�te,,- other Than the :
Parcel �ihaljbe-used.fbr tiny non retail u��e:,.sjther than retail service! taggl3ja Firs t-
claks shamina centers %.uch a,,s lianig.. trajq eacies 2nd veterinary serviees, associate
Lvidl tile a gration of a road nQet StIon1v store or for any of die fblkrs�ving PuTj�,ose�,: a Om
MX=
ma.rket or a businem scHing so-called "second hand" gmods. bookstore or
vngagpdl in. the business of selling, exhibiting.. or delivering pomog aphic al
obscene —materials; -d-- so -Called `h ad slhop�'; video. or other type OiFga:me moni. or arcade; off-frack
f '61-i-y or r -�-r boat
betting Parlor; j unk- flea nnarket; recyclin" a ii t stockyar(L notor �vehicle �
dealer,ship, repair shop ffic uding lulbncation smd/or service certe-A� bod-,y .u.-id f-onder shcqp� car
wash 1"ac ffity or gi.asoline smfion< or alotor vehicj,,' or loo, a ma �r ryat storag,,:, L,61ity; a lavmdi-n� to d
cleaning Ia-cility; a warehouse; the. -ter, audiionum, sports or other. ,,mter"a:ffirnent vitwifag 6lity
live, film, audioivisual o:r video); Iiscotheque, damce Ball, comedy cldb, night a.nu� or
adult entenaira-vient facility; bo'4zi li-mg. alley,, skit img. -.II'J,' ilia ea or pool hall;nnas%ige p
gmne pane.r or video, arcade 'Which shall be defined -,,!- any smre contauni.ng more thara tj",c (3.)
I electrc-,nk -garnes). fitneC,s center, workaut frac.-ility, gym � health spa or studio, cr exercise fiacility;
,# <?L:,f''.;°� y::hs,;#t.;. bG., +..r cL>>le; £ . �a ..:24, n Oul, i:.3>.s+...,. I i:i an'an'v £.u1e€' i3?L,aitzon <,,a.,in',`.:,
? 2.i3AI " :1 tk2£7Y ,i<.;i k)# I :I#Lzt .. Fn ii:?t _c_. .rr�€Cir`1 :., a?i:uce #..[��: C t3,j€L, tf> ias z i 3c r<t al in
, €)i ra£ii:d"O:'v'ar uses, anuf ctiznw s, �c. ool oi-
�,$� )r its at'. l:iate� is an Owner or
Shown €fir€,Li f:�.# thf. Ma or Parcel'11111 be used
for anv of the fbIR)INLin r gsgm. mitt€=�k. , m artu am book, store or establishment
:aa?a e£1 ara t ae � taf llttr<� a> tail itttr� tar dta a raat arc3t ric ra hi fir €3bsce ae
rttatr t lair: a so-called t� f r . t µjElo � ���< v�€r€�
.
stock vrd mi-.'aat vehicle or boot dealership, fanom' and fe1�€�€�r
.�=. ,..:.u........:a..,r. ........... - ..
lrra atr€' rvcz disco is€< €-ahall. c€�a€s €__.zi c adult €a xz €�rt€2taartst
baz t>er polleog...,readim?
ta. oin. place of instruction or atav other o ve a atraaaa "terino,Dr im ar ih to st€adt.no, or to <attiees
and riot. to customen, office usafye Faber than ltrr:l€ipart at i-onnectj� ��atla ra€� ��€rkaatrit�yr�.�
rtke arrttr t i rl re=3 dgratiai € r ray<aaaar#, € tear ar<<= € hool or°wtrraatse r f mt rsh,
_ $ ,,lie £i stru Lion iTli ,;`x.- r op ..,ra to £)` . ,, ri . t 4 x
._.. 1 a re.;.. ,a#ice. aat o >; t \, i• e
.p ^x} u. itr , _> 1 2 _. .. prior F e t» tt•,o z>`e 4 %x
as>� ,,.. �€ Iaus: :# i. %:,# It 'r # :.2 t is ,?t ;>afich ?';�.ro ali; a ;�e
.1heii 2>.. ti,:. %i.:1L .5... ' discnefion as tcu>.x sL .>.saE,' s aOver.
+L fl i 'S `?. ; S.2 ., k ((a>a+t ,; •,:> a z i a w +�. y
F..Wab.:'i4` s Fxtiia.a' e .Ga etl o .F.' o€3L ,i* , and ii }i.: i ��w ,. �Lcd#-i xai.at� lif4� a�.��.�ta.i�. fL�k�#:a. ,e o4 siaCh
>>.:'a:..?.: r :n ivIl C.s,.r, i?. dend W, s ; • 2 we> ,:-4 a l' :#..>> 2 ��3 c' 3 � F €'tr
W t 7 > ix<r W I.C'i:;Ici a. of I C, t.a.. ra1.its i:F. >.:z <a:t€:.t,F L.>.a
Frt M > a li .> , to be ><:.£ ri,sti'u l £: W)..:sUXil O li r a $Garc_: I # ii oluld exceed thr--c thousand
s y �s.. •> F i '1 Y �s >� 3 <'Z, •� ".1 µ. 3 t •: j .% T S
x F €.., ik .IF:..... ?,:r • a.w<a. <a .> >rb. ;.,.W^ a IU3 so:e _ ._i .,� w."; r ��,, �,ha,I t eep Inc
parking ;:<T : Coini:.2£�3:..��;: w`as S• r`vli c, . UCh ra.*s, :-trr'=ant ;�. n ar'W` >e >..ii i� .'t:i>... #liai ii 7i < it
cawsaii it Uh w a Id such,co;sft hall :€' of , £'ha a,rc .bl to a?# �.;.nv s`?th.:. _.#.I��T
0 v
Anv t z£ 1.6i ;. _:£ t;3a£ each t ."'. i.I I.2.ett F >?., :%t.r.:>.:. ,F
:.�o-' �-sx•<?-::w. ...,:a�Jaa> r uw ...,�a.' �,, y � + >a > > > <�.•n^t ia>%t'�3>•+.a,<-s
'":•ta:3>.:z .. .. xT'I M.. ._. . a, z:.,.�5:� >.£ .: ��- t: i:'.'G ai a. � '.�'3���-.<�-'�.iC::: ..., a vC"'.�.;:�'�'''�'""�zi:a ..
r,Cza ii .:..iai%.-...uzaaq .. N+r*f»Av�>,}':..}, z�... aw...news "'#' `waa,.'x..t.'<a. '>,e'i�'.t'T'• "Ca>'R'. `x( '''�.•s' > �J?i�'''.ct aa".'..,"<..i"al"".io'i s't.."`"i.a»".�.A
E'!�•t,""�.�."€.". Skao`kaWaat""'Sa tLi�+aV�.>�".�.!.<�'�'...a�...+`�z.�.'i`,e.,�a;!".��ya'�k1�"^'a'f .. %>".>'e"''S� J ,4t iia'�f�..C"""F''"4'�'�`a`W..�%>F
w:5`".'a'>::%��'`t'..'':.r'..":,.';...,'.:a�''�"'z',i':
t i t>x Y sa3 «Z; tft: ti il?m rrg!z�t_L$—Violate thi ]?OCIa atii`n, o
a tA-I ° tta violatem ingi or €`:.fa£`r v€ r 1T :i.' tal acvw Sa vullI�s alnd t::: 3`w�'s�aiLi.y2ia,
(1) No part of may. Othei-Pxrec-I shall be,USed as <1 Siore for thl- sale of
ariv Offl—I fool 2itr`.f ttt`'nis: lumber, r, -1all
�z IS4''Fdw�z e, ix`.s, as ��€[rT ;?: r s �;#p'ies: spool sip�"}pli£:sy
3F} � Iies, . saint '>v allI s�..F. 'r .a, nd £'t e ': v aII >_w- min,y £>a T-p e ur. g and ot1,ier iIn€1r Co'v 3. s 1110''1P, 11.>.
C,.fling f�ans,, and awdenimw fimnslhed or 'unfinislied's fiumifMre., 611-C
cerarnic, IWIIO. an'ilikdal mW natu'ral nhunts, it fixatres and cabinet,,�, and otheroroducts ��eneraflv
a nunt -enter,
scmd. In remi� hoi-ne in.,,prjvci
(D For so I oin t as d ic Olvn,4!r or O-C upam olf7 Pauu� as st own on the
S�,te ITI'lan is auiv,,�Iv cnoa.,j"c�,,d i�n the ov- 'un of a qukk scmce hamburae- remurant on Parcel
Is, no part ofa..y Othl-�' Parcel slhall be wed J"kir anv cmick set
7 of as vtza�,.
en h wer-Art, ngaged n Oic ,-ale of Manz urgen and that would direedly, compm- will
t
fne,, Such as, Im not litruited to, qudck se-rvic_- sucin a� McDonald's, BurgerKing,
Carl�!F ri ffi-N-Ou�. and shnn'la,- ouick se.rviice restaurants. The 17c"I't"MOOMI in this Sect -ion
sf-all no', p, even? or oil I U1. SUCCessor iliterest, licens>ees or
conces.61onaires fron, hot do, S, 'tar nbt,.r am-s or sandichtes within th'- store
m:) the Majo:€' Pam,el or, fftide-walk adliacetit th�' mo, mn ftle MaJer Pw-cel,
(3 For so lolng �4s. thx (),�vncr or Occz)paut of Parctel sho'mon the
Site Plan owms a.rtd .i:� acilv.-ly C-nizaged, in the ope.-mation olf a -.3to-C business o."n
Nw-cel no ink,",rt olfany otheP r ,,,TCJ i 5311a,111 be ase'd fbr dhe 0 peration ofany ;?usincss WhIC11
ac prirnarily offcrs- phannaceunicals oo r idwr custornarik, bh v PMM, yA . m
use renrlcfion in urcis �41 ot, A$
ex
I11tem,-cutlel'SUUl SOli sor onielligp mmnacicas ro"hr t"IS
wrmoly pham,-hinttr1 r cu,siflyd , nn;�.;: Skcr. Witt ihe oTC QII h.eMao 1a
"i e sz Dr Q 'de to C 01 I I i z 0 ) I unx.:
o, c cr iteAls cusI }.gy-y scid Ma �Aorby a phammacyoatec-1,
store opsuatmg in the Cenuer,
,g, the Owner or Occumint rif Par<ccl 8 as shown on
the Site Map iswtively en -aged in fhe overation of a retail -v -fore on Parcel smut))
vart LLARv othet, Pareel Shall he m�����business ivhich pj-.1Lrate%
-o% ides veterinary scArijcgs. The u�w restriction in
�ori.marilv as a rebaiLmmj -2h, , t
-111, EEL
this Secticm 4.2fbl_Q),:� or its sniccesstmin intcrgt frt!L �fiafl not prevent -IL-101in I
. ....... . ..
omari)v sold or located -w-itbin 'i Mcery SLI Saw U-111tUlmn-11'.1.111 zt
("enter.
For �o tono as the Owner or Oco <t t of Pti eel aN w n on the Site Planis ac.five*k! enow-ed in the overation of a crake n.-stvie restgurant wftich.
includeN, t1te sale of doufflinuu. no Batt of anv otber Parcel be used for th
�i smmiim
in (be sale of dqugLn m g 2=
f 6) For so long as the Qwner i�r Omma"t of Parcel 4 as shomm on
The Site pfi.lrt it-, activO ef estaurant, no ip the oTie.ratkm of a quick service roast he r
tion of amv bklsifless which is urimarilv
e t1. L" in the zafe of roast beef t�,,
of Restri, tion 11,az.x-dou.-s
de6ned in g� � I j�jn 1.3(6) below) shall belbrought upon, kqpq used, generated or stored in c1r,
around any (Var Parcel, ex.,-: pt with the priorwriten cmisent of wilidi consent
slhall nat. be unrcascnably vilheld, and in comphance widi all applicable Environmental.
Regul lations d a defuled m below), and th�-n only to tlme extent that such Hazmi-,Jous
'mal is necc,�lmar, in t.he c)rdinar�y course of business ccorxd-ucu�d on. s,,xh Other Parce-
thiefor g i. g� consem shall, nol, be required for the storag go V �e� use
or disposal of conln-lon household cleansers and de-greaIsers in the ordinai cokm�e ofbusiness on
an ChAr Am' Im-ovided thatz:,�ueh slorage,u,.se and dfiqmosa'! IS in CornpliarIce with A]. applicable
Environmental Regulations, it shall be ;wT �jLe r asonable fbr.�. to prohibit
knidergm,)),md storage tanks oll the Other Pai-ceh�, and u.) reqoire any above-g.romnd siorage tanks so
an double-waN contai-nin-iona sy�temn, I approval olfany imethod of onget
of-Jazardous Matcrialson antther Parc'-1 shall in no Way li:nit t rights arld;
rern�.-dies lmder this:,Secticm 41 nc-�r create or! the part of Without
fi.nn'Jtin�'g the 1"bre4oing., ffi the event of a viol ation-, ci-f any I nvironment.al Regulation, on an Othwr
parc-:'-!� dit" --a.-,pecfive Other "o 0�:vnt!r shmil pronnptly ta-ke all actions at As sole cxponse as are
; nec I Viol -essw'ry �0 C?orrect Such aboil ,be �'a�'aisfacdoa of
ln'demu':.it' If a, -.I Other Owlxl' brcacties its oblizmfions under Secon,
a II Hazardous Materiai is at any tiaie released or :tbund "exis, oil an Other
above:' m
pa�rcei (except 1:a." the exten y or the other Othe- 0,,wnfors)i mien `.moll Other
Ommer shall indamniN, de.f."end, -protect and 'hold -and -h,-e other Other Owller,,, and
Catch, cif?hem, a.nd their ycspect;"--a` ofIncers" dircofor s, sha-mholdiers, crnploy�.,�s and agents,
f',an"n-lessli-orn and agabst way and aH emses of aoion, clainnliabilities, losse�< damages, costs
arld expenses (including, rcasovnable aitt,�mmeys� 11,ees and. court costs) tubing out of such breach or
-iaza--dou�,M - ulm _f
ie existence of such I Nfa including, xvibout linAtatioN 6) diminutionin value
of the NQor Parcel a•nd Me WherParcel, (ii) danlage�� for the los� or restriction, Oil of
ren-.afler alspce oo-any improvn. on hlPhe tr Otheh,obcteh'orarcean,oP
(iii) sums paid ill of, ofl "'ll. in order to 'x'mnp.ly "v-ah am.}, ciainl.�4 �-.',ufts, ac.tions,
judg-ll.el'l' PT-oce-edings or investigaficnls� (iv) r"m-onable com;w1tanti-s' �--',xp5erlsl �,,` es w-,d
incidental ccats incurred in connnection. with an...' of the above, and reas?onalble cc�si-ts ofally
c c condifians or any remova �rrestoration wo --q- red
-1%'�.S.jgafionof,�it, � rk r,,. kii
by any g,,mernnlel-,,tal or quasi -governmental alltlacrity wi-dijuisdiction. 'Ric abEga.6on to
'X1 indernnify, dv1"e;ndj protect and hold 1 and the Wer ( her Ovvi,,ersharnfless as set
Aol-th herein su..r6ve the expAtioll of d&-Declu-ation.
Without h.miting the foregoing, shall
the right, upon receipt of -notification that an e'verll invoking Hn—mrd:ous Material
cianmininatkin has 6cT may ha,,c) <-,ccutTed or, or neuu am Other Parc-el, and Iqxon reasonable notice
to the CYner of such 01her Parcelt to cause not more than, three G" testir4�',wel.]s to be installed
8
on, cant' Other Paroc! in k�,,ations ffiw do not anted"'e,H with the ordinary cmarse- of bus-iness on the
Ohr Pic' avbthOw-ur tearcel andvhhare resonably approedye nof such Ohcr Parce,] and, al
. I option, -may ",use, -the g oun&vaterundler the Odher Pxrcel to be tested, for the
pr'.:sence- of Hh=ardot:s N.--literial not,niore than once in any t-m-Ove ( 12) rnotith perio-,d (u,:niess
isar, investiggation whic,11h requires rnore frequent testing) bythe use of �uch tests as are then
cumnl'arily used fbr such pwposes, If the Owner of such Other Parcel so, r qucsts in -vvritingt
shajl supply such owner widi copies of such test results. I'lic te�tdng described in
i I I I L.. S"'�c Shall be at., expens��e, unle�!� an ovmer of an Other parcd
oblWated to indeninith I alainst Rxh cons pursuara to �' above.
N, o - to r N t fhe foregping, th.is,Sed snot intended ,, and does not hin t f)
abri'dge : , lqal rights, if any, to recover these expenses fi-om 1"he Other ow-ner
(d) I)MAtions. As used herein, the texmi "Fia- " 1, AK W"
lzgrdous 'M meanis- (11) any
x,nxerial or substance (whebyr in, ld)ifibnmi ofa fiquid> a solid or 41 _ �as -and whether or not
afir-born �N-,hich is deenT ed to be a, poll want or a contaq—tinantt u, to be hazardo-us, toxic,
ipnitabje, reactive. corrosive, dangeroust hari'nft.l or injurious to public, heal'th or To the
ulated, by or under the authority of any appkible Avvironlnent� and wiffich, i�' orn-iay bec-onie rcg
local'. s-"atc or f-ederal judgnients., ordinanc�,S, ortiers� rules� regulatioin,,., codes or wher
govcrw'.ni ntal restrictions ar rcqludrcnlentsr any amendment or successor S) thereto.Txpllacmrv':nts
th -�eof or publications pro ated pwrsuant thercu, (collecfiv"ely
-and indivi du, all y, an "Enw _,,jonmental (ii) •pctrokniin whethen•
crude or Wned, and' any, ftaction o>-.,.-nixnin! thereof (ih) wbbestos; (iy) p, lychlorinated,
biphenylsand (v) any radbachve rowebal, The terni nieans local,
stan_,nd e. 1wwsjpra'SesfidcrudenSodjnlc_,o•, es. rqu, lations, ::odcs and, wffien-
restrictions and require ents, any az:iendrnenas and th-cT-clo,
renlacernents thavof and nublications vromulewed zh reto, which deal ,-,4th or i-n atny
inmarl,"Iel, rcl ate 10 AIU:LaTUQUI� 1, a"='la
10TICLE 5 9:121RAWN AREA E, " yr.S
LEM "MYRANCE.
5, 1 Nil
(a) !djI ace Standards. he 0,,A-ners Fhafl niaintait, (1he Contnicur-, ATeas
or. resl)ectiv� parcels at all thmes i.n good and c1can condition and repair and tc,, a lk,,vel
carnparable to thi,� star.idlard, of imainte-natice enerally �,'naintaffied in other shopping centers of
sinifl,ar c.viz.e and um�an -mix, in tht. jnetropoli= are;> . - shall allso
maintain th.e. larasc-aping installed by 7 on the pc�inieter of uhe Sh.opping Center, even
thoup, � ucla periniete,-.1andscapping naay bi��, located on an Other Parcel. Such maintenance to
include. Nwidiout iimitation, the fbilowing,
(1) Maintaining, repairing and resur- whem. necessary, aH �-paved
surfaces in a level snioath and ev'enly covered condition, w-ith the pe
origina)[*Iy instal led or such subst.it= a� shall in, all respec,,,,, be equall o� ��,aperio:- J�n. quality, ase.
and diarability, -and - tnping WhM
(2) Removing all ice and sno"vs pape.7m a,: bris, filth and re -fuse- and
thoroug ghJy s�v-e ping the are:, to 11heexienti-easonably neccssany to, keep Obearcain a clem and
orderly condition and kcepffig, the Comarm.m Arean on such Pana�, I tree firani any obstnuctions.,
jncwding those, eauwd by snou? and, ice and fhesal�� or display of mercinandise,
(3) Mainta.i.ning, !-epairiingn_striSin g, and rept 'acing, .-,;hen neccwsary,
aj. tra"'fic directionall signs, ma—kers and lines;
(4) Keeping (.1be Coinnion Area on such Parcel lighted as.requirc.d in.
this Declaration;
Main.ta-in.,ing, repairing and repla;'cing all landscaped wi�asftf_,4�.-e
-iia -cpa ng, ep, a lbtyty; apenaingI intaining, � iri., arid j , cingt vhan
awornalic sprinkler system4s HA water lines; and r,,�,pla.c.ffig wsbs and ozh r
landscaping as necessary
(6) N-Iaintainin,,.�, repairing x-,d replacing, whcn. necessary, al"I connlricvr
AreIwAq including, without Ii -iitationarray screeriing,,valls serving buildings, or rcltanfing,
3vafls t.1hat arc, allo part oUbe Ws of a Wding on a Parcel;
re repairm ""aning arid" placing, when necessary, all
-, 6
lidlity Lines not conveyed to zmny public ")I.- private udlity and common area lighling flaici!Ries,
J -indard, fllasv�': and 1, nses't i:inle Clacks aT ' 't
includ- n ii� s. wires, condaits, lann-n�� 11�. nd circu,.
im: 1, 0 t -
�nmker,s tc-§ the extent arerea-sonably required;
(8) Nfaintadning, mpairing and replacim -,x>h(n-n Y
ient ._�ign "�n' cach Parcel,
(9) Mair"""'ining, repairing .wd replacing, mulicn the pylon
signs by L—It ut (joly they,
Ov,'ner,•and Occ-upatnts atili-, ing, P,Jizls, on the pylon sigtris sl
thereof r.. Ursuant to section 5.2 b2s d on the squar foota_ e ufflized by such Owner ar Occupant
1.0, the squax"� ftx?wgg'�� fall P.wTie-Is on the P}"On sips,
(10) "t6elrat r cantm'cting,, vith as third. party or pard.es to
perfona.i. auny of the scivives descnb��d lherein� pro-,,iiR�d, however. 'hat mich Owner shall remain
ret ."Ponsible and Ifiable fbr *;he perf-o nm-i.aace: of all said services inz accordance with the terrns of
this Dec�arafion and for the perfornla-nce of any such Third tarty paniesurider any such
con -tract or contTacls, and
WMQTWz:I
OWMAM 19
(1, 1) mai.ntaiuing liability i.rlsurance on This Com-,-no3.-i Areni located on
suc,h, Parcel�, in compliance With Sec -ion, 5.5.
ic�f'oregg"o'ng oblo atop; A A! in clude any repairs or, �repi'axelncnzs wl"ich nlay becon I e
ne,cessary,due to damage or of ihe'Coinrnon Arc,- . on tin'parcel,
(b) TaWANCT Rd chi, In the event that an other 0,vrler.fails or refluses to
undenake the obfigations sv-T fort1h in �eztigj �, I A f a�11, thm �upon t thiry (30) ckiyst
J(a ,
prior Written notice to such Other Clwn-er, t rnayaits option but wit.houl, any
oblignion to do Mo, elect to su-Jc i 0d.her Owner's rnaintenance obligations, The Oflner
0',�,,-ners 11creby gran! 1[o , > .1 mid �its con-traclors, agents, and ernpioyee�, a liczzn�e to
cnierup;on the Other Parcels to operam rnaintajn�repair,�ind replace Line Corrinno�n Aneaslowated
thercon,, In no ev'm sba.11 be resporisibl�e R.�r security or t-, 11"fic supervi��Iom nor
obligated lo perfoni-, repairs and mq)lacernents of the Comnlon Area in
ccnxlekon Avidi darnage or destructimi by fire, or other casualty or in connection with a, 1--aking
ander the powe-rs o1'e-2r6ncn0 dorriain or tramnsf r in lieu thereof -Ulpoln Mirty (3()) day ' prior
wt-itten not,ice to the Ckher Cmrnwi 1 rnay elect to rctum to such, Other 0:vner the
nmintenance obhgations set fiorth rights nny also be eurded by m-..y
Chher Owner as to any Other Parc;,z�l and the Nlajor Parcel vW4 and only %M T is
no longer an Owner or Occ,,-pan.-t cdtlhe N;14jor Parcel.
5,2 jjLiburstgn , In the een t is th.-c Coninnon, Ax a
- ---
11tai'ten ance, -nainna.ininL the peyirnetet- landscaping of the Shopping Center,
qp,erating, re"pairing and neplacing the -pyjon signs and sign fascini anr carryingy. Lhe CoTrunon
Area liabillity ins-U. ancc on. an Other Parcel, W Me applical-fle Othcr OwneKs) shall Snaburse
- I t It! reasonable costs incurned by in connection therewith, plus, a
rnanagem ent fee Ghatuz 11 to t en pe--c ent ( 10`,*.`., " i3... such C) `its to, del -,ay -a d-ininuistra fi ve ex-pen.ses,
whhhi thirty (30) days Wer rec6pt of s invoke zheref-.-w. The pe-n.,cr.aagc all,,cation
of 'hie co�sts for ti-he pylon sig�.-ns and sigm; fascia Shaffl, be allocated -se:venly, percent (70%) w
tnd the ren-aining Jih-,-y pe,,-cenf, (30%) to the Other Owners panels on such. pylou.
siign,.:� based u?r, thesqua-re: lbotage of Me panels atilized by such 01na &-vner (cn- its Occupan"(1))
to the UAW1 squ.are f'ooiage of a..'Upanels on the pylon Mgns. The perc,,�nl-age all ocatk,)n 0-fall cogs,
wher thari costs as-.,-,ociiated with the pyl acid sip-.. fkscizt, among Parcels be >en fbrth
ion sitg.-ns , n
in the to th;Js Declaration by � . WHouing the subdividon of the Laid
and shallbe baecl "on Me At Area. of each Parcel. The perewage allccadon inade by
H C T ,
in such aniendinem(s) shall be binding for all purq-,osescitl al Xhe--O-wner!�; lhie
ibrqpi�ng rights --nay also be exercised by any Other Owner w--h.en and ifflhe Other 0,Arnt;,,-S have
the �,ight-� specified in Seqkni QQ
11"'the Other &,.V-ner fails to pay vhen due us share of any invoice for the Corrunon Area
mainte'n.a.rce mpen,—,S� expers'es f-or Perimeter handscaping mud for ffie pylor, si., s and
fascia desc, bed above (including the managern�.-,-nl- 5ee: desc,,nllbed hwrein'), or its conunbution
to be cog of and thi", Pennlanent Access Drive f4t44)�t-4-t
4-te--, pursuarq to Ighaollal, or any other surns �Ahich tnay be. due �,,ind owhig
from all. other 0<--k'ner to underthis Dedamtion� then, fbflo-oeing any cure a criod,
prwvid ,ed such lEail-ore sliall constitute a dit undL�y this Declaration and .
. - nlay therea.fler instit Ute legal acti or, a_ ainst such Othu Owner forrei rnburse=,7,.-a, p Ills
intei-est fronn� the date said bill was due, r"rnd payable to and including the date said bill is paid5 at
Default RIcne. F-urdhennom, t shaffl lia,,se a lien on. the Other &,�nnees Parcel 1br tile
-1, -he her -,,,idc(,'
arnou-,nt ofs�,id expenses and accrued interest as Set "brth abc , 1 p�-o , for in this
Sec, ion,. .2 shal all only be effec,,,J,4n ,�,rhen I]Hed of record by as a clainn oflien
q idnst tile Odher Owner i n the of fice of the recorder o f dle courty in. `hich the Othei, Parcel is
xxat.ed, sigrned and acknm%.--1edg�-,d, �tllich shall ca"main at le-a-sc (i) tin itemized staternenl' ofall
arnaunts du e and -payable pursuan! hereto, scriptian, �;Uff-lcient for iden-tification of Tile (ii) a de
Other Parcel Miich is mes;bJect of the fien; (iii) the name of We owner or reputedowrior of tilie
Othe-r Parcel; and (is<-) t1he narne and address of, - — The lieu, when so est,dblished
agyainzst the Other Parccl dt,:seriltbed in the lim shall be pnc�r and s-uperior to ali rnght, title:
imeresl, hen. or clainn -.V hi ch.na'ay be or has been acquired or a-aadhed to such Other parcCl afler
We time of Ang the hen, The lini shall befbi, the se and benefil of' and rlay be
'6 enforced under the proc�,,dunzs set forth, in N-M-S §§ 1 .16-11 1 - 1163 1 1683_ ex,,.-:ept that -dhe tenn
j,Lini(,.�' as usc�d in the 11.1orecy', oi.-nzg provisions, shall be deeined to nef-er to Oflhea, Owner's intere q, in
the read pr,-Tiery which is frub.icc! to the lien,
53 'J,12dafing�
Reaj,.1jrc-d L'O htinjz; fo,", tile ('.'crn:mon Arei--is on Pam,,01
ShM The A
shall remain on each day Rona dusk until .1A.) p,rn- at a HoWng Imel of one and cat -hi (11)
Wcandles. Security Hghdng ST Cad! PaIld shailvernain on enhdayfforn I
&00 aml, The Ommeis AOL at their expens, keep an�ytn,,,terior bufldings�-��,urity lighLi On _.Torndusk un-ti I dm n, Th OffierOwners and hereby grant to eac.h, otN,,r an firevocabh.,
license for the h -.1'a-jor Parcel - d the Other Parce"s w
pur:pose a f Penn", Ang the lighting fto, r; U. e %, -,
shine on the (M-ler Nrceis and the ' Parcel� re- ecti�vely, The electr-6�,--"d �sermice
Rn an of we ligNing. on aan Otber Parcel shall be sepExately metered and biHed to the applicM
Other Owner,
(b) (jostanelight, The parties re, ognize that thehours of operation of
>si.nesses located mi be Pace& amy bz di.fftrenr t Iran.). cach odher and, accordingly, that an
Owner may wish to ill-urnin"ate the Com-mwn,A-rea on a Parce-i beyond the hours required under
Mon 5,2Q1 Therefore, aj.,y 0�.Aner shall have the rigbi to mquire that Tile Common.1"rea
lights on a AM be ilhmninaied beyond thel-ours reqiuired undcrSection , pro-vided that
such requesting. Owner notifies the Owner of the Parcel to be lighted of such request not less 1han
fideert (15) days in adwancc� In its notice, t1herequesting Ov�,ner AM stMz We perind Ming
'xhich it %%i s1hes t1le 11i ghts to be kept oand the requesting Owmer sha 11 pay -to the Owner oftile
Rarcel lo be li,,-�htedl t"he co"'t oftht electniciiy reqlred to Mminate sucb Ilights beyord tliehou-s
rquired in Section, 5.M0 withm. thirty (..3i,`)) days afizr:mceipt of an invoic-e therefibr,
, 5,4 T-z-xe�3 and ksscsstnemu,,Tine Other shaH pay fi-r cause ta; be paid, prioir to
dehnquencyall ta:-xes ar -1 levioA ,vith re, ect U) Wr PamOs and be bufld.ings,
improvements mid Lmy person"'.1 property ic.'��;ated thereon and or kand by such Wher
0,,vner, lfa tax or amsesm ent may be paid i- installnaentsthe Other Ownersnuy pay such %o�
or as:,essmmmt in installments. as and ,vhen the sam e becomes due and payable. Nothing
contained i-n *his Section 5.4 shal'] prevent an ftom contesting, at its sole cost and
C�ls'pernc��--' any *taxes and assessnaents with respect to its Parcel,, so long, as such contest is
prw-,.ecuted in zfr;oiod ff`aith and with all due dilig,.emce, At the time that such contest is concluded
(including any appea],(s) that may be necessary, and appropriate), the Othc�r (Ywner sh''dlpronlpfly
rmy 01 m=h taxes and assesslnents detennined to be oving, io,,,;,,etber witnali i-ntercstpeniities
and costs th'ereoll'
5,5 jji,-,grqng
(a,) rq,� Each Whew Owner shalL at its sot cog and expame,
rtlaintain the Maming policieof inrmTmc� in 11111 and efi-,ect:
(1) Commmia.] gener-a-I liability irisurance, with''broad Tfbrin coverage
endorsement (incl- dfing bruadJ-brlll property daniage endorserneni) ir,,suring a., ainsc-,Iairns on
acco'uam' of 10'ss of life, pt,,vsona! i-�7�ur�v or property danrag.e Lhat may arise frarni, orlbe occa,:.i>., ned
the use or occupancy ofeach Other Ownzr�s buildin& inciuding flie Scrvic:-,
MISS on smch Other Ownef's Outparce,L and the Co nilnon Ari�ms of such CAher Panel by each
-. T, -
Other Ovvn'er and its Occupailts er' s 1-i ab i� i tv" Il surancc lie msurar,--?e
�-aquired pur-,mant to i"his shall include the'following provislo'ns: (i) slhafl
prov,ide flihat Lin policy may not be caimded or redmed in mmouril or coverage. bellow the
rapixements of this Declaration, W}iout at least thirty (30) days prior)�vrittcn noticeby the
ji) i Jnsvrer m? each insured and to each addhion,,-.0ilisured; h�all provide for soven-ability of
Shaml pro, idethat an act far omission of one of dhe insureds oradditio.ma. in,sureds
wh,ich -,vo-uld void cn- ostherl;vi:,c reduce coverage, shall not reduce or void the co-verage ag to the
odher it,,sureds; (W) shAl provide Ror corkractual liabUity coverage, naming aill odiQr Owners as
additio.nal insurcds� endmaed to covm- said Owner' s agmernent to hidemnif�, as sctioti,*,� in ag�t�
TAbebw and ehewherei-n shis Declaration; and be prilnar�y and non-confrib, tory,
Each Other Owner •agrees w - rnish to ally othet� 0-"vner r"'u"uesting sanie a c�--Ilificatlz affimaing
at: (i) such insurance is in iful 1 force arid chic; (H) die pre-miuns have been paid in fufl; (iii)
the approprime parties are designated as additiomi—I insu-redsas required by this Declarwi,�ioll; (W)
the pol-icy containks any requked waiver of subrogation; and (1--) such imuranztnlay not be,
no r co --ed u! at
ca cledo. wer e�
least thinj, (30) days pi" or wrium, notice to all insured-,s and additional insur---ds,
22
10)
The Other Owner-'s Liability Inswance shall be cmted by at,
insurance connpany or com:ank,�s qualiffled to do bz,4iness in t.he State in which. dhe Sh tFTPMn,
Center is lc-2Caaed nth a Beds Ely Rating Guide Pro'perty-cas'uAtNy United States rating ofat
kast an A, and a financial rating, of'Xil, vnd having Hmits Rn befly iniu:-,, to orpersonal i�'IIur-Y
to or deadi of any person or more tha-n one (1) person, or •A- darnage io propen in an amoum.
of riot k,s�s ,*h�a r, Two N4Hl Or, rcnd No...'.1 00 Do] I is (SI ()-00,00,0,00) corribined single linnt, t per
su,ch Covey -age to be in a Cionimerciall gon,,,mal liability with at le-ast the
--Y employeex e clusion on Personal injury C'ovr ekp; (ij)
R L ng end ements" (i) deleting an
including coverage R)r 1njllfiekto CTtamed by employees; (iii) providing f4r blanket contractual
hability Coverau£:i,i...waiis indemnity obligations conod.ned in this Declaration),
broad fonn property dw-nage cov-f'ago jyroduct!; completed operations, ovvner5s protective and
in"
personn'l u-n-7 coverage; (.iv) providing fbr coverage of eniployers xxonnobile non -ownership
Ability; and (Y) if the use, of an Other Parcel the ;:ale of alcoholic bevera,,,,es, i�ncluding
co-,,--e.nage fb5 mployer',<, liab"iliz.- , hosk liqwor hability? liquor liabili'y and so-called "Lln-m-
liability coverage with acombined single limit of no Ins tan Two NCHWn. and No,/'100 Dolkys
(Kao"NoW per The Other Ownees LINK# Insuranco shall be n,;ade on, an,
'I bV t --
g�",z ure�- sis, and not on a "cla-inns rnade ' basis, The ins,,,,�rawnce rel—renecd tbis; Secti-ion,
515 nnayb.--,� pirovided under, (i) = individim! policy covning. this location, (ii) a Whanket policy or
po1icies Wich includes otherfialbilitin, p-mpert.ies and locations of such KneL so long as the
annoua�,, and coverage of insuranze requked to be canied herounder isnor dilninished,(iii) a.
conAnatOn of the Aregaing insurance progra-Tais. To the extent any deductible is. pennitted or
alkwed as a part ofany ins-urance polio carried by an Other in conn.plianze with this
Q3ihr Ownadenedob�onheaQ1,WnOtehbeeegarnotn'
inibrnaal of" selff- ins urzincle� pro".,ided, howenq chat in.i-m evern shall ary deduct-,ible exceed,
$2540100,
Ob) �U',,Qffllarllce 4COV111ra2c D-UPIM, Const-1111VI'Mrn,
(I Prior toconi.mencing any consinmetion actwifies Witi-611 am otber
L alh OO-br t, tor bt,,rnrFa.ther wncrotain o-require isco-mracto? oain andffie;carernaiud,l
cc so lor�g aw� silch co.nszm.-.ctior. acoivity is o 5 rnin& at least: the mjr.imunn insurar.ice cover es s:,,t
forth below�
(A '. Orkers' compensation and ernplloyel�'S.Iialbility lrxnce�
1
v i) Worker's, corn.perisation, as, required by
I any applicable law or regulation.
(ii.) Emp'oy&�.-, hiahfflity insurxice in the arno-wint of
S5Q0%000 each accident for bodily injiar:v,;
$5 000,000 policy linn.j.1 for bldi ly iqjiui-� I:_ e
23
md S5,000,000, eac.h ennplloyec bodily irzJw-,v lby
disease,
(B) Gvneral habilityinsurm-nLc: Cmmmcrcial General Liability
in-is--amince covc-rin,-- all onumation3 bv or on behalf of the C-Yencral contractor. vvIhich s.hall inchme
1 ,h�,,-following niinmi.m.urll hinits af habili:,v and cov,,m.,gcs-
0)
Required coveraiges,
I`Iren-,ises and operatjora,,,
ct� n-pietod Ope-rationas;
Produ, , and Co
Contrawn,,,,al Liab:iliry� insuri.n.-g diae indem-nity
b ol'ig.ations assurncd- by Contracusr umder the
Cararact Documents,
d) Broad Forni Property Dan-,.agc (iincluchpg
coln,pleted. (-)Peram-ions);
C) EExplosionCollalme and Undergroundl
Hazards; arid
f) Personal Lnjw�.,! Liabih,
(ii) N.,finimumn, iirnits., of Iliability-
a) $5,D'DOMO eac.h., occlarr"-.nce (hr lbodily
iriju.ry and proper-ty (kannage)
b) f5or Personal L- mn-.- Liaibility�
C) 55,000,(),00 aggrega.te.fbr Pnciducts and
Conipleted Operadom, (which shall be
nnai,ntained for a three (3) ye.ar per',od
fofla%ingz final con-'Pletle"n of tile -�vork)�
d) SS000000 gencral aggregale qpplying
�eparately w, this Shopping Clenter.,
(C) Automobile Lialbi'livy Insurance., Any aiitc-nmbile .1hability
insurance (bodfly injury xnd property damage lialbility) including,... coverage ffir mwnfed, hnZ-.d, and
:vhall havelinds of HabiMy of nothess ihari $1 ,OOOAO cc-,nbined
sing.le lirnit each aci�identf-br bodily injulrY-' and propert.., darnagg.e cornbin(,d- The generall
contsmor shall require each of A to include i€ . th-cir liabili-ty
coverage for Autoraotdlee Contractual Liability, i
(D.,UrmbrelhVExcess Liabilivy, Insuratnoe, The general
conz-axtor shah also carry urribrcfla/excess hability insurance in. t1he arnownt if
"h c a]
'Terc isnol r"';',rprojJj'evt aggregate widertheCoonwrcial 3eneral Lixbilit�-� poli y11he ji i h E
be M OA01000,
(2) If the construction activity involves the use of another Owner's
Parcel., then the Owner QJ'such Parcel sha-11 be,an additional insured and such insunin-ce slial'
provide that the instarance shaH not he canceled, o reduced in aniownt or coveragebelo,,v th.c.
re"rimments of ,.his Declai-ation, without. ai, lezast thirty (30) days prior wrivan noice to the
additional insureds and each additional in-sured, If sue!) insurance is c-aiiceied- or expinesk thxn 'Ile
cot sruction Ownei.' sh,,dl irrunediately. swp all work on or use of theoth(�'-r 0i�.--nerls ".1al-ce". until
eithe,- -thc reinlired ills cc is or rvplacernent insurance odbtain'-d, '11le . enera.]
coadamr shaH supply each (Amer Aniheates Vol respect to aE, bnsw'ance required by t'his
(3) Efledve upon the coniniencernent off" any 'bUHdQ,;
on its O"ll-parcei mid so long as suchi buildin exists, am Owner sliall carry. or cause vo be carr-icd,
pl-c-perty insurance with "all -r-isk" in be amomit of 10011 of PA insurable replacement
cos� (excluding-,bofirgs, foundations or
W Am= 1011agrumn cue e O";v-ners o fthei r rc-spect i v e P a. rce i s sha] i c au, e to
be canded 100%ifidl insurable replaccnqellt cost ffie-and extended co-verage "all is prop-,,�rty
-ice on all buil&ngs and in',Iprovenien,*ts, (including Con-mnon oil thleir
respective Parcels ill ann.or-mts, aq least sufficien't W aild dernoli,-h, all the bufldings and
"111, rov�rnentslocaled on their respective Parcel, Any sucli. in�urznc shall confo= to
, p!
the provisions wifln nesj:?. ct to insurance contained in, Section 5.5, i—t-,hal; ha-vche
ria ght to for A,s to - hereun(Jer, provided
�tu-t %'o- rth , uiring t e period offself-insurance shall noit be dlaa-, One
- .
Million Dollars ($100,000,000).
5,6 J[hacninification. bv 0 Each Ov,,tner shall] de.fend, indenn.,,ni- and hold every
--M=ners,
other Owner and its Pennittees h. fle-t-,s flbr, flrcmi and a,,gaim.-ft aay and all darraagesi, liabilities,
lossc'se ac an�� claiins, costs mid" expenses (including reasonzible fees and co-un costs
xnd reasonable attorneys, f6es' and. 'alnt coms on awpeal) 6" in corinection. with the loss of.11ife,
per,,zonal i 'uny andior darn a, gSi'e to property ar. lLg hinn or ou, of ii�xy Oc'currence in or upon the
indenini-i'ving 0-"�',n&s Parcels or occasioncd wholly or in part by any , ssly negghgent or 1�viflful
V -
act oromission of the Owner or its Occ-,,parls; 6D occurnin, in theinteri,-n- of any buijding
consm> ted on tlhe, indennnifying 0'wne':,''s pa:mcl, 'uriless caused by thc negligarif Or
�.000emWr switic"ol hfflfifl t r ntisdn of diindenified neor itPliteesii) in,m"iinvvide
f.'ailur to �,'oniply with dieprovisions of this Declaration; (iv) in connectiou with any act o'...
n
orni'�Sio-n of su.ch Wmer or its Penmittees. If any Ovv-ner shall, withcwt fiduh, be a party tc-,,
any lidgakm conmenced by or agaimt anyother 0".-ner or its Pernliueesor if an 0'xnier M.all"
in its discretion, deterinine that it must imervene in stw1i lititgption m rot ect its
haterest herein-Wer, flwt) tile indernnifying shall defend the otlwr -v-noy- and shall pay a.D
cr"'ts' expense' a.-nd rea,�--mable avorneys'kes and cogs in connemimi US sudi. lidgadon,
have the HgAt to engagle its ovvii attorneys in connection vrith any of the
provisions of Ohs Se apt 5A cm any ofthe ofthis Decharalion
liniited toz'€,ny defense cifor Lntervention by Tio t.J thstand in g any C(
provision-s 010-te. laws, or cour deciions oflh�e state in which thtShopping Centel, is locamed-
5.7 hjuUml P,.ek.-aso, Each 0i:vner (t1he Party") hereby relea: e!; and', 'waivesz
Enow") Beni any liability for -any lo�s or danmge to all '�ITO!,M-ty Of'SUCh, Releasing Parq? located
upon any portimi of M, ShojTing Cent�er. Mh loss or damage is ofth.e type covered" by ttle
insura.-im, required to be maitVained, nder 5,-0 5( above, dropeedve elther
of any negligenceon tbe pan ofthe R.,.cleastef Pal-zy whichl-my have contributed to or Caused,
such loss, or of the aniount of such, insurance requite,,,] or actually carlic4 including any
or self in"'u..'-anc'e E;a(b Owner to us.e its reap�otizable effl-,,brtz- to olmaiu, if
necnd -L ate endorsements to A policies ofilisurance Vvithi respect to thtef`oregoing
release; movided, h(mm-.eVCr' diat fail-ar lo obtain saicli endorsernel-its shall noft affec t. therelease
hercinfave gkcn� Eacli 0%vwr (".T]ldginD� Coenan vtsand agree.s to ividerwiifyd efend and
jL-
hold' hani-iless each othier Owner (> '_,e_mQnjg) froadaa:isa11 ciaini,<,'asseried by r m "the IndelmnimesParcelfior loss or danlag' to 'Mugh any Pernlir ces o.'p� dlf'' property io?fsu(;th
localed upon the )�Oaicll loss or dan-ma.e is covered by die insurance
inquVed to be maintainad uadicr Sw9jRL!jQQ(]jamJ 15fQj abo-v',eirrct spe. ti,,--e of any
neghgence on the pm! of die Indenukee which mayinave contributed to or caused such loss
Occupants eachhereby wai-ve any rights
0, nm S J� ne
11 lie
ow -.- ndividrual
I,- y , ul �� e ag a i �i , st t h e o t I i er Zrn a.c,,-. -It o f an y ) o s S 0 T d a i -n, a g e o c casi ol -i ed t o al i
0�ller or 00clipant" or its respective proper-" eitherreal Pr personaL arising fioni any risk.
�generally C".-wered by.fire and exiended coverage insunme and from atly Hs k covered by
insuran", therl iL eff!�Gt" 111 addiiit.)11, tile Owners and Occupants, for lbemsolvcs arld on behalfof
their reslxctive insurance companies, waive miy right ofsub" gration that any insurance Company
may have agairmt Me Ov-eners and Ou-ilpants, 'The foregoing. waivers. oll.�,,,ibrogation sl-401 be
ope-rative only so long as available in Che Stataw'liere the Sliopping Ceaier i�, situated and
provk1ed,further that: Ili: policy of insurance is invalidated fhereby
AR11CLE 6. GE.
61 ars and As�sgn� s� C'q� en'qnljR .,� '.-unlljngiflh I'>L, Land, This.Deckaratiun
shall inule to the bene5t of and be b5ding upon the Owniers ofthc,. ShoppiCifmtorand the
respective portions th=otheir beirspen"".'maj represent ath...es, successors and, assigns, arid caih
owner AaH be liable for the performance of all cavenanis, o6ligations ard und-ertakings his
set Ibrth Wdi respect to the portion (-,,f�7the Slhoppin'. Cenier owned by it �:vhich accrue duriing t-.he
j pe Am inean and refer
Hod of such, o%vnership. For purposes oPthh Agreement,
to the of the Major Parcel at flie tinne in question, Term, covienant, conaition and
rl'.-coraained herein respecting (fie PvlAjorllarcel orany OtherParcel shifllbeabu.rdem on
that Parcell, shal 1I be appur,,�,-mwnt to and Or the beneSt of be Mer Parcels and each pan thereof
and shall run, with the land,
6,2 Tenii. Except as othmYse provided in this Declarationn v,,ith respeci to ce-riad-t.,
e".asenl t e-nts ai.nd odier ob`igationkA,hich are to survive uhe expiration ofthis Declaratio.n,
Declaradon shall tumin.ate and The of nc.,,further fbrc�,� or eff�,ct on -that datt.-�vhicb sixt, -., --
y fi-ve
f. yrears frorn the dwe se WS in the initial parograph of Mis Declaration.
6.3 Del-au,'g,
(a) 'folk e and Cu,-t. N-riiA. hi he evmu any pary.-I".101s to perf'onii any
provision of ibis DechLt'ation, whic--fi.. Mae contintws R)r a period ofthirty (30) &ys aft�'r receipt
of %SUen notice specif,,,ing be pardculars of such fMWrq suchfan fi.'ire :ball consut-We a default
tuider this Declaratimi and a oher party nip? th, rcafler institule legal action against the
cltfbultin'.spw-ty for speciNc performance, dcc-Iarattm'-Y or injuncti".--C rehefmot etw-y dinniages or
other remedy providt l by aw; p.ruvided, hukvever, tlial to dehiuldng party WE not be
deemed to he in dekdt ifs��ucli. failuro to perf6rin cant-w')i reascaiably be recffied,,vithin said thirty
(3(,i) day 1) riod and such party is diligendy prounding torecti-fy the pa�-ticujars of'such "failure,
shall be in addition it) any other remedim expncssly pro-videci for in thii i
Each Owner agrees by acquirIg a Pared that be violation ofany of the covenwAs.
conditions or restrictions in this Declaration ma), result in daniapes xhich. are. dif.,ficult or
impossilfle to determine in amount, atid theret'Zire equitable remedies to cnjoin the violation
hereof i'nay be approprivne. ThuMbre, in',ddifion, to any offier ren.-,edljt,,s set fonh li'ereiii, -,
g1phlYner ;hW!. be entfitk-�d permanent jimulions against the
0---�
breach of any of the provisions hereoff. It is expresslyigreed that no breach offor del'ault under
this Declaration shall entitle any party to lerrninate his Declaration, but such Urnitation shall not
a ff f -,,xt in any it an.ner any other rights or rernedies Mich such pany may have hannuider or by
reason-i-, of >-u-iy breach of or dekilt under this Declaration or at lmv orin eqk-diy,
(b) fQAjjQjj In the event: Lin,.,, Othet- Owm�r fails to per�Ebnm any Jk!rm or
provision of this Declarationl then, upon the expiration: of the mwe period p-mvided in Se.
LOS I (pnovided, hovvever, that in wn emagetmy nnofi occ shal, be requiredwiupon am,
), d - 1I
additional ten (10) days'prior ,vnitten notice, shalfliave the right, but not. the
Mgmin; to enter upon the PaTcel Of' Such Othe�r 0-'xi",er to cure,-,uch deE ult f.br theaccount of'
atul at the expense of sluc2i Other 0%vnc' unl�e,s 5w.,11 Ouhcn- Owner com-,-niences w cure Soon
default wRhin such tan (10) day pe6od and thareafier diJig,,-:mtJy pursues such cure, If
exercises its self-help right, then, within ten (.1 0)days aftel. receipt of an invoice tro"'n.
st,,ch Other 0%ver sh;dl,reinburst io
reascirunbly inmured by . , in awing nwh debull; pWs an ahninistm-tive fu, equal to
ter! perc-en�l ( 10%1 of W cogs, Th Ibr�egoirq HgWs rim y also be ex-orcised lby the.. flhe�n Owner
of Parcel 2 shmm on Me She Plan as f0i pg all Parceli. odher than the Major Fars el a.nd any
Ober Parce! Oial 3 owned or occupied by. . . In additim, fait be
exercised by im Wher Owner as to any (Aber Parcal and iho -INIaJor Parc-el and only Nyhen,
is no longer an Owne,- or Occtnnant of Oht�''Majior ParcO, `Phe, fbregoin�g. Shall be in
addition" tci all oth,cr maedies provi&d for in this Dee laxrani on, orunder applicab,11C hmv, No
Ineadi of or deikwh under this Declaration shaffl, enfith_� a party to terminate this Declaraiiorlbut
such ImitWon shad] riot in any other matnner aniiy odher rights or rannedies which sach party
ma.'y ha;e h'enviLlnder or at iaw or in equity.
6,4 q i
Ig m 1E�, This Declarmion rnay not be rnodWI or, enninated
in any respect -_hc Other Ownte,,n-. : .
Nflor Parcel) imay niodifyv or tt�emii:niatc this DmIaration onily Wid, the i„ollsent of ea.cll of we
Odher 0veers and ther, orny by wri'Y'len instrument d-uly extcutodand suz1h
CAfir r Owners, dmy :Ft.. orde`d in the ohice of the ecoder of tl:at co -arty in w1hic L, the Powcels are
covenams, co-ndidons and restdchons of this 'withircs'pe-ct to any othe'r Parcel by
and is writ -ter; aniendment signed b, and the Owner of such
Parcel, "'$Jtlwut obtainir-q". the. consent -of any o0rwy- t.n Owner-tvidod. zhai, sucli odifilcati,n d �-.�:oes
. pr.'�,
not (i) alter ingress to or egress Yrn, or intterffere,,vilh the c-paratio.-n ofbusiness (:)n an, C)ther
Parcel; 00change Ole parkirigr'atio set fbill-'. _o�tL_
in.-)pact� rostrict or inTO lc Dow or access to.. -om or tilrou., qny- other Parcel or the,
remainder of th,,, Shopping Center; (W) Volate or conflict with the exclusive use restrictions in
Secji(-,,n this Dechr-ration: or (0 rnodiNtheoeneral se in Section 4_2(a) of
this Decharation"
6_5 an othe, 'el is owned by rnmre ffixi one Person, then aJ'
�.L_ -"l Jf� , pav '
of such person�s sil'all aigrree d-wrnselves by a nl.jolty ofow-nership interests and
desigii'lle irl -'ATjtRg to we Omer pants a A& person or taid, -who is entitled to act as to
act as the CAW- Ownerfor that Parceii, Or i t C. it owners fin.1 to designae the stngle person or
entit.-y' who is entided to act as the "RzLirLv" fbr that Parcel within thifty (30) days after receipt of a
requestto do, so from miy oflhe.- party, the such other Parties sl-rall designate one ofthe owners to
a C. t I s fit e " P� " fbr that parceL
6.6 Notic-es. All noiices givien, pursuarit to this Declarationi shai1be in x1iting and
Aall be gNen by pei-sorufll delivery, or by Wed States timil (Ceniificdreturn receip, requested),
or by tilted States expv,,ss mail or other stablishtd exipress deliver, R�rvice (suien 'as Federal
Express� DHL and Lln.ited Parce! Service), postage or defim-p7 cha.,-gcs prepaid, addre,"ed to tlw
pe;-son andaiRiress specified bekow or, in the absence of such desigrmbon, to the person and
addres.-;, sho"v�-) on the then clai-rent real property tax rolls in thecounty in which the Parcels are
kwate? - AB notims Cc , 11:, either in in wyacity as cy'%vncrof the.NMa�jor Parcel or an
Otha- Parcel, .,ha U be addres sed m, ftyllows.
with a Copy to:
3800 Vlve-,�t Cf�,apma-rt Alleriue
Oranjr,,,e, Cali11'.'wnia 9,2868
Attentiori: 'Ra] Estate Dep-�rtmenl and
Ugal Depart .nmn,.
Aftention< Vice Nesidlent,, I -Legal Depannient
Each party may ch,ange dx, ptrst-m and address w vAhch nolkes are to be "gven, upon v'-rnl'ton
notice to th, wher partt& All notims given pwauml to this Det-iall be do,-rne-d givcn
upon ! recej For the Impose of his Deolwation, lhterm 'L " stall n-.ican the earliest of
any of the hHowing: 0) Me dwe of dellery to Me address Specificid pursuam to His section as
sho-"va On the ret-urnreceipt; (ii) he date of actual receipt by the person or entity specified
this section; or (iii) in the case of refusal to accfe.11 delivery or inabildeli
ity to dver, the
p
earner o..."fA) the date of Me attempted delivery o%r reffisall 'o accept delivery, (B) the date of the
j.lostynark 0, the retum mceig or (c) the date OAC&Pt Of 1101iCe of refusal or notice ol"
nondefivory by the sendin,.g pany,
6,7 W;iver,
terms'.. covenants, co.nditjclns or agTeernents containe�d herein shall not 'be deemed a wai-,,?er of "uny
rights or remedies that &aid inay have, and shall not be dt--'erned as lxaiver of xny subseq.=t
breach or delhuh in the. perhmance ofan.,. ofthe cow-nams, conditio-.ns and. restrictions
comined hereir,) by the same or any citf-wr person o.-r emity,
6.8 ILtoaiev. ces. If any p any A ti ates or defen d s any Jega I ac tion or proceeding to
Fe
,�n,Fome or interpret any of the tem'is of this Declaradon, the preva-ifinig party in any siu6h action 'Of
proceeding shall be entitled to recov' from, Me losint�> , Party its mison able costs and attorneys'
fees (including costs and attomey--zf' on. any appeal),
09 Nonvithstanding anything to flue, connm—y contained in tAs
Dcclar ont it is express -Ay agreed than in tr',e event: an Ow-ne.- sells its Parcel to an unaf`ffliat,,�d
third partir (for purpos" ofthis Section, referred to as `Jfl-,� ' -� 'or -ne.- thereafter
_mg.Less f') xnd such (),,v �
enters into wlease as leszw�oi� 'pul 7pos.e�� 0 f Lhis sectionreferT"d to as "Pt-irne for all 01.
such, Parce"..." With, such... prirn�e Les,Or. then R'r So, long as Prime Lessee. is in Possession oftliv,
1woperry as levee, Prime 1wee shA have all of the rights and obligations of the Own4er of.such
Parcel, and the other Ownas of the Shopping Cent;T shiall looksolely to said Prim sbi,
Me pm*mnart.-�e of an�y obliga-tions said O%vncr sball hav,- under this Decial-wicinand Lie Prinne
]moor shall be Wieved�w'.'Hle said lose is in efict, of any obligation Q the pAofreeo
liabity tinder thisDeclaradon se! forh herein rellating to either the Ovvner or its Parcel.
6, 10 11'any term or provision of this Dee larati an or the appi kabon
hereofto, any pets -or. oT cii-C.-al-Istancc, shall to anyextent be invalid or linerif'orceabile, thenthe
remai-nder of this Declaration and tb.e application of !�uc)a term or provision to or
'smaji N, un-aff, "ter" 1henly, and eadi lorn.-i and o,.a.`.his Dec larad shall
be valid w-.-d onforceable to th,,f'.I.dflest extent porrnitted by Jaw,
A I j"In Pangurlij , "171he provisions of this Declaration are not intended to crewe, not,
its
shal 1 they ill anv way beilite-rpweled or constftied to create� a joii'A �Tnture, partnership or a.niy
rolatiom',hip beween the parties, Each pany shall be, ,'onsideyedt a -,-epa7mlo, party
and no pa SO have the Qpt to act as agent fibr anofheruracsi expre<,,fly taiithorized to do so
hitn--in or by separalewrittemn �igiled by the party to becharged.
6-2 C4ip a, � _Ljog, The captions and heAngs in this De��l ation are()- reference only
and shall not be deemed to deli le or WK the scone orkmni ofaniv ofth
Conditions or zi,greelnews contained.herein,
U3 Endre Aereernent, This 1)ec«ratiotl contains th,,, Mire a.,geement, and
synneks all Prior agreements (eilher ora" ol- Written), WE respect to the c-t,,,venants, ',onditioris
ar,,d restrictions the Sbopping Cen-,er and recipl-oca�l case-ments therefbr,
U4 WjuamUfan: i. Whenever the� context requirm, in constsuing the provisicalls of d.-As
D,,x-,j<.-tration, the Luse of a g�,,nder CA include both genders, tbe use of the singular shall include
the phalal, ai.-,,d the use of the plum! shall indude the sirigular. The. Vv-ord i# lil titl,'" "shall be
consrued indusivdy, and not in lit.nitation, or not the wo'rds "LvJtLhogt firni 3iio f or ",L)q!
nqq 1igged ul (or mNwds of An% import) are used with respect therew, The -)�,vvisions oft'his
Declaration shall be consmued as a Abole and not si.ri.cth-, ft3r or against awy, party, 1.3nless
otheno"ise providedreferences to Articilesand Sect ons rear to the JuAles and Seedons ofibis
Declaraticm,
..I, . If any party hereto is composed of lnol-c. Ihtan one person or
enli-ky, glen.: the obligations al such party shall bejoint and scveral,
&16 Rglawdip& This Declaration shall be recorded inthe of5ce of the recur der,',)f the
un'nny in Which the Parcels al" Joicated.
6. 17 3-itno of Essene'e, , Jig! e, time is of essen�<:e with r spect to the,
perfbmnancc 0-1, each (thgaRm of Wis Dec-lar don, 'Whienever perforrmance is required by any
Person or C,.ltitly hier underY such person or entity shall 4sc, Ldl due diligenct., !(:� p-,Hbrin and tai.-e
afl necessary rneasures in good filith T:o jxrfbM-4; provided, however, that if completion of
perfonliance Sha - H &1ayed at any time by reason of acts of tic-O, war, civil commodon,riots,
strike's, Picketing 0., other hilbor disp5utzs, l--mavailability oflabor or, matenals, damage t-o work in,
prow,tess by reason of fire or other casualty, or any other cause beyond die reasonable control of
such Person or entity, then dhe tinle,"or perfonnance ashmerein specilfied shall be extended bI., the
amowu of he delay actually so caused. Nowwithstanding the foregoing, the provisions of finis
section shall not operate to excuse any 1mrson or entity from the pronipt payrnem ofaiiy
re(pair��d Ihiis Decl a -ration to be paid,
It 18 11102anys Flumnlym. Notwithstii-Oing anything in this Dec] aratiurj -,.o the
contraryno bre,,4,,-h oftbi�, Declaration slhall defbat or rendeT i-nivalid the lien ofany inortgagc or
deed ocn-ust ma -de in ...Dori faith and, forvaine, ;tilt this Dec] aration shall be bindin upon and
ens0vt against any party fwr,.,,to, whose fifle is acquit d 1,Y foneclosuire, trustee's sale, deed or
ewiveyance iri lieu of f"."'rec.1"osure or odhervvise; anything to the contrary
COMMMU,
in ordicr to preserv�, the rijoits and inwrests of any WMIMonlial
WnIuMer"(as defin, d1below), if a hen K placed an a Parcel punuant to 1�in -5,� Such licit
sh4l be sWdlaw and Mdor to the hen of any Instit,.ition.al Lienholder now. or hereafter
Maced upon such Pared, except Im upon lbreclosure (;.0 dead or conveyance ill Heu of
fibrec', o'sur") or terminatiori of Lie lease under a salefleaseback by an any
I sUCID f - ,r -..)n 5,2 prior �o oreI ' CMINO or ienninLition, �Md any post-
keri recorded purs�L,." it to Swi,
1`breclo,7ure,.,,r post-terinination s�hall be and become the objIgaqion of the person or ervity
acqui,ring title to S-x,,oh pzi-CCL by foreclosure (or deed or in jkll of foreclosare),
In any ev ent. die ime.-est Lienh4der in a and any assignee or
-.-,s
,sehnlr" )nditk,,ns �-pntained in his Declaration, Aud i-, Ldemoans
an ,,!Y.n-,ortgag� �,c -uindei- a onoAgag, or beneiciary under a dead of trus( or Ies.,wr under a aild
J.,.:,asc,back or undor, any &-mcuriiy atgretnmerl-, C'Monstituting a lien on tfie fee or
leasehold int-crest in any Parcel ar Way portion thereof, which lienhodder is a bau-J� savings and
k'an insurance kconnpanypension fund, Mal estateinvestment: t-mst, credit union ur
6,19 Coiist-ru tiion bN? Nothing, u-, flais Declaration shall Iii-lif th-e f
to aher or reconigpre any of the Panel ovood by x or to construe,
umb ad%W maproven)ents as. deems necenary or WNW, so long as the
parking {wios specifikAl hn ;�,ectj are not reduced. Such night sh..O include, but shall not be
firniied. toerecting, constructirlg Lind nnaintaining on he Parcels such structures and displaysas
rnay be reasonably necessary for the Conduct of the business of disposing of the parcels by sale,
lease or otherwise. TV MOM= shall not 111imit the night of at any firne to
estabhsli on the Parcels additionall license s� reservations and tight.,.,-of-,xay to its"Iff. toufflity
i comp.mies, or to (Ab,,rs as amy frorn timse U") liniel be reasam.,bi-y- neccssjw�y for the prop,,',a
deviflopment and disposai of the 11'amcehs' reserves file ri, Jit to Mter Its, Construction
pfians wnd desi,s as it deenis appropHate iTl its
I 1 1
6,2(..) Vjgiances4 NYI)ere appropriate, m as sole and subjetai-ve
d cti� -is her of, wbere strict adherence to *he. reouiremeiits of
-)n, m-aw variance.�; to the provisirm .10
his Declaradon orany archifectur ad stamdards established by would.. In the
. I i
ld;gpm.ent of cause undue hai'dship,
6_21 Lira i t -,:it i on of L i ll.sil JENcept as Fppecifilc�ffl-,, provided belmv, the-ce shall be
3€1-c-llutely no comorale or personal liibilityof perns soor cot P orations wbo consfitwe,
here".mde,-, including, but not limited to, of cers., dim tors, einployces ar agero€ s thereof.
VVI 11v cft h )-visions o"this, Declaration, In the
,fi, 1'� e terms, covenants, condhiow and prc
,vei-),. -ier -nd - --s m -oi dffiult o" _J eu , C�r' fix Other Owner who seek cover,! f.? T,,
n the M:ijoT pancel for t1he salisfaclio-D of
shall look solely to the interest of. I L I '
each an'd, ever.yrellnedy of the non def alfirg Od.wr Owner- provided. hovever, Ohe lb:regoing-
µil isin arly ww""i'mPair, 1.1mit Cri, pl-'ejudice the right of arry Cither Ovm. er to puwsL�e equitable
�V-Itb any tenni, ceivema,"It ci,'3n of this Deckiration, i'ncludinia xi
proce.-ding.-'Gw as 1(*Mporm?:restraining order. prelimilln,ary Jq1tinction, permwnenl w-amt
J ;1011 01'
s,pecific p�-fbrrnance-
IN W-TIEN"IESS TEDS DECLARATIRDN.- HAS BEEN EXEC '.-D AS OF
T'llil' DA V AIM-) YEAR FIRST AB 0VT WRIT Elf.
Delaware. corporation
By, ---- ----
Narne- Daniel R. Hatch
Snjor Corporate C Its: e ounsel
STATE 01F CALIFFOrCNJA
coull'y Orange
On, 19, re irie, a. notary pablic inand l6or saicl
befo,
mate, persawdly zqppearedl Daniel R, fliatch, persona -fly known to n-w (,or provedw me cm ffie
bats of evidence) tobe t.lie person(s) Mcne nanaej) (is) (are) subscrillbed to tli';
Mill ins*rm-nent it) me that lit;. ..'they exemaed die same in hisledleir
authc6zcd capachy0eQ, aM fliat by an the instrument We uson(s)
acmd, executed the instnument.
WITNESS.t.ny hand. and' c)fficial scal,
sig.l.'atul,c
I
(TwvaMaWhl lbr cil noal seal)
ES-11 —ibi ts
I
A Legal Des,"ilption of Lwid
B Site Plan
c Sign Crilc--ria,
THIS AGREEMENT is entered into as of the day of N(1n..V'C,-t-, _, 2000,
between Pack and Company, a Montana corporation ("Pack") and the I'vIontana Department of
Transportation, an agency of the State of Montana ("MDT").
Pack owns land in the vicinity of 2355 Highway 93 North, Kalispell, Montana and
desires to develop it.
Pack wishes to acquire for the purpose of development, a parcel now owned by �tiIDT
(identified herein as "MDT Land"), which MDT currently uses for staging of maintenance
materials and equipment as well as field engineering operations.
MDT is willing to cooperate with the redevelopment of the area which includes MDT
property.
MDT is only willing to relinquish the MDT Land to Pack in exchange for other nearby
suitable land which MDT can use for the same purposes as the MDT Land.
Pack has entered into a Contract for Deed for certain land (identified herein as "Tract 2")
which MDT is willing to exchange for the MDT Land, subject to the terms set out in this
agreement.
Both parties agree that the exchange is based on the "Appraised Value" of both tracts as
outlined in the procedures in the Uniform Standards of Professional Appraisal Practice (USPAP).
The party with the least valuable tract of land will pay any difference in those values in cash at
the time of closing.
NOW THEREFORE, in consideration of the premises and the reciprocal promises of the
parties hereto, the parties agree as follows:
1. Description of MDT Land. The real property known as the Hutton Pit and
consisting of 8.88 acres, legally described as follows:
Parcel 2, Assessors Tract 3A, COS #12230, Flathead County, Montana ("MDT
Land").
2. Description of Tract 2. The real property consisting of 8.946 acres, legally
described as follows:
Tract 2, COS #8673, Flathead County, Montana ("Tract 2").
3. Exchange of Properties. Pack hereby agrees to transfer and convey Tract 2 to
MDT in consideration of and in exchange for the transfer and conveyance of the MDT Land by
MDT to Pack, all in accordance with the terms of this agreement.
Agre=ent to Exchange Real Estate
4. Contingencies for the Benefits of MEDT. The obligations of MDT under this
Agreement are contingent upon each of the items set forth in this Section 4 being true or having
been accepted by MDT on or before the Closing Date. If any contingency has not been satisfied
on or before the Closing Date, then MDT at its option may terminate this Agreement by delivery
of written notice from MDT to Pack of its decision not to proceed. All contingencies in this
Section 4 are for the benefit of MDT and may be waived by MDT.
A. Title. Title shall have been found acceptable, or been made acceptable, in
accordance with the requirements and term of Section 7A below.
B. Performance of Pack Obligations. Pack shall have performed all of the
obligations required to be performed by Pack under this Agreement, as and when required by this
Agreement. Included within the obligations of Pack under this Agreement shall be the
following: (i) Pack shall allow MDT, and MDT's agents access to Tract 2 without charge and at
all reasonable times for the purpose of MDT's investigation. It is agreed by both parties that this
land exchange is for the sole benefit.of Pack, and no benefit will be derived by MDT; therefore,
all costs and regulatory burden associated with this exchange will be borne by Pack. This will
include the Environmental Documentation for MEPA and if necessary, NEPA requirements,
surveys, testing and investigations for MDT Land and Tract 2. MDT shall have until the Closing
Date, in MDT's sole and absolute discretion, based on inspections, examinations, studies, tests
(including environmental review, and legal compliance surveys and reviews) to determine if
condition and/or suitability of Tract 2 are acceptable to NOT
C. Environmental. Pack shall provide at its expense an environmental study
of Tract 2 in the form requested in writing by MDT. MDT shall in its sole discretion determine
if Tract 2 is in satisfactory condition. MDT may base its decision on the results of studies and
tests in addition to the study.
D. Engineering_ Reports. Pack shall deliver to MDT as soon as practical
after execution and delivery of this Agreement, copies of all engineering information, surveys
and reports, if any, in Pack's possession or within Pack's control.
E. Government Approvals. All governmental approvals necessary, in
MDT's sole discretion, for MDTs development of Tract 2, including rezoning, shall have been
received. The exchange will not be final until there is complete compliance with MEPA
(Montana Environmental Policy Act) and NEPA (National Environmental Policy Act) as
required.
F. Value of Land Parcels. Appraisals of both tracts of land must be
completed in accordance with the USPAP appraisal techniques and will be reviewed and
approved by the MDT Right -of -Way Review Appraisal Section. The party with the least valued
tract will pay any difference in value between the two tracts of land in cash at the time of closing.
G. DeveloDment Area. _ Pack shall provide to MDT a copy of the Planned
Unit Development Agreement executed by Pack and the City of Kalispell on July 27, 1999,
which agreement provides parameters for the development of Pack's property that borders the
MDT Land, including development of a domed stadium.
Agreement to Exchange Real Estate 2
5. Contingencies for the Benefit of Pack. The obligations of Pack under this
Agreement are contingent upon each of the items set forth in this Section 5 being true or having
been accepted by Pack on or before Closing Date. If any contingency has not been satisfied on
or before the Closing Date, then Pack at its option may terminate this Agreement by delivery of
written notice from Pack to MDT of its decision not to proceed. All contingencies in this Section
5 are for the benefit of Pack and may be waived by Pack.
A. Title. Title shall have been found acceptable, or been made acceptable, in
accordance with the requirements and terms of Section 7A below.
B. Performance of MDT Obligations. MDT shall have performed all of the
obligations required to be performed by MDT under this Agreement, as and when required by
this Agreement. Included within the obligations of MDT under this Agreement shall be the
following: (i) MDT shall allow Pack, and Pack's agents, access to the MDT Land without charge
and at all reasonable times for the purpose of Pack's investigation and testing same. Pack shall
pay all costs and expenses of investigation and testing undertaken by it and shall hold MDT and
the MDT Land harmless from all costs and liabilities relating to Pack's activities. Pack shall
have until the Closing Date, in Pack's sole and absolute discretion, based on inspections,
examinations, studies, tests (including environmental review, and legal compliance surveys and
reviews) to determine if condition and/or suitability of the MDT Land are acceptable to Pack.
C. Environmental. Pack shall provide at its expense an Environmental
Study of the MDT Land and Pack shall in its sole discretion on or before fhe Closing Date
determine. that the MDT Land is in satisfactory condition. Pack may base its decision on the
results of studies and tests in addition to the Environmental Study.
D. En ing eering_Reports. MDT shall deliver to Pack as soon as practical
after execution and delivery of this Agreement, copies of all engineering information, surveys
and reports in MDT's possession or within MDT's control.
E. Development Agreement Pack and the City shall have entered into a
Development Agreement including the MDT Land satisfactory to Pack, in Pack's sole discretion,
including among other issues, Pack's obligations with respect to extensions of sewer, water and
roadways.
6. Cancellation. If any of either party's contingencies have not been satisfied, then
this Agreement may be terminated, by written notice to the other party. Such notice of
termination may be given at any time on or before the Closing Date. Changes or improvements
to MDT Land or Tract 2 should not begin until after the Closing Date. Absent timely termination
in accordance with this Section, the contingencies shall be deemed waived. If, after an
Environmental Assessment is performed, an Environmental Impact Statement must be
performed, then this Agreement may be terminated by Pack, by written notice to MDT. Upon
termination, as provided in this paragraph, neither party will have any further rights or
obligations regarding this Agreement or either Property.
Agreement to Exchange Real Estate
' r. rr. r r at r, ►t r !I1 ,:r� .rr
A. Title Examination. Each party shall, unless noted otherwise, within 20
(twenty) days after the date this Agreement has been signed by Pack and NOT, furnish the
following (collectively, "Title Evidence") to the other party:
(i) Each party shall furnish a title commitment for an ALTA Owner's
Policy of Title Insurance insuring title to the relevant property subject only to those
encumbrances acceptable to the other parry. Each party shall have 20 days after receipt of a title
insurance commitment to object, in writing, to any exceptions described therein. If no objection
is made within the time allowed, each party shall be deemed to have accepted the title
commitment. If either party objects to any exception, the other party shall have 60 days to
remove the exception. If they are unable to remove the exception or make it otherwise
acceptable, either party may withdraw from this Agreement, in which case it shall be of no
further force and effect.
(ii) A survey prepared by a registered land surveyor licensed in the
State of Montana showing the relevant property and location of all buildings and easements
thereon. The survey shall locate all wells and shall be prepared in accordance with the
requirements of Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys
(Class A Urban) (1992) including items to Table 3. MDT has a survey of its site which is
available for consideration upon request. Any additional survey of the MDT Land will be at
Pack's expense.
(iii) A report of UCC Searches made of the Uniform Commercial Code
Records of the Secretary of State of Montana, made by said Secretary of State, or by a search
firm acceptable to other party, showing no UCC filings regarding any of the relevant property at
Pack's expense.
B. Representations and Warranties. Each party represents and warrants to
the other party as set forth herein. Each of the representations and warranties herein contained
shall survive the Closing. Each party will indemnify the other party, its successors and assigns,
harmless from, any expenses or damages, including reasonable attorneys' fees, that the other
party incurs because of the breach of any of the representations and warranties, whether such
breach is discovered before or after Closing. (a) Environmental Laws. With the exception of
substances which may be contained in drum containers that are possibly buried under the MDT
Land, which substances are not presently known and identified, to the best knowledge of each
party, no toxic or hazardous substances or wastes, pollutants or contaminants (including, without
limitation, asbestos, urea formaldehyde, the group of organic compounds known as
polychlorinated biphenyl, and hazardous substances as defined in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ("CERCLA'% 42 U.S.C.
59601-9657, (as amended) (collectively, "hazardous Substances' have been generated, treated,
released or disposed of, nor has any activity been undertaken on said parry's Property that would
cause or contribute to (i) such Property to become a treatment, storage or disposal facility within
the meaning of or otherwise bring such Property within the meaning of, the Resource
Conservation and Recovery Act of 1976 ("RCRA" }, 42 U.S.C. 6901 et. seq., or any similar state
law or local ordinance, (ii) a release or threatened release of toxic or hazardous wastes or
substances, pollutants or contaminants, from such Property within the meaning of; or otherwise
bring such Property within the ambit of CERCLA, or any similar state law or ordinance, or (iii)
Agreement to Exchange Real Estate 4
the discharge of pollutants or effluents into any water source or system, the dredging or filling of
any waters or the discharge into air of any emissions, that would require a permit under the
Federal Waste Pollution Control Act, 33 U.S.C. 1251, or the Clean Air Act, 42 U.S.C. 7401., or
any.similar state law or local ordinance. With the exception of substances which may be
contained in drum containers that are possibly buried under the MDT Land, which substances are
not presently known and identified, to the best knowledge of each party, there are no substances
or conditions in or on such party's Property that may support a claim or cause of action under
RCRA, CERCLA or any other federal, state or local environmental statutes, regulations,
ordinances or other environmental regulatory requirements. No part of such Property is a
"Wetland" as defined by any Federal, State or local law, nor is any of such Property located in a
flood plain. Each party has disclosed to other party all environmental reports and studies with
respect to such Property which are in said party's possession; (b) Proceeding. There is no such
action, litigation, investigation, condemnation or proceeding of any kind pending or, to the best
knowledge of each party, threatened against such party or any portion of such party's Property
with respect to such party's Property; and (c) Storage Tanks. There are above ground fuel tanks
located on the MI3T's Land, and MDT has no knowledge of leaks from these tanks, and believes
them to conform to all State and local laws governing their use and storage. There are also
underground storage tanks on the MDT Land; after acceptance of this agreement, Pack may
obtain permits to review, and remove the underground tanks at their expense. NIDT will
remediate any leakage from these tanks. To the best knowledge of Pack, there are no
underground or above ground tanks on Tract 2. (d) Drum Containers. To the extent that drum
containers have been buried and are located on the MDT Land, MITT has no knowledge of leaks
from these, containers, and believes them- to conform to all state and local laws governing their
use and storage. After acceptance of this agreement, Pack may obtain permits, if necessary, to
review and remove the drum containers at its expense. MDT will be solely responsible for
remediation of any leakage or ground or water contamination from these buried drum
containers. MDT will pay for all costs of disposing of the buried drum containers and their
contents. Nothing herein shall prevent MIST conducting an investigation of the location and
extent of said barrels, or beginning the appropriate remediation, if necessary, of any
contaminants which such barrels may contain. Such remediation shall be done pursuant to the
appropriate supervision of the federal or state agency with such authority. (e) Taxes. MDT
represents that the MDT Land in not now subject to real estate taxes, and that there are no special
assessments levied or pending against the NOT Land. MDT will not complete the exchange
unless all taxes and special assessments are paid in full on Tract 2. No other warranties, verbal
or written, are given by either party, and this document constitutes the entire agreement between
the parties relating to the Property.
8. Relocation Expenses. As an integral part of the consideration for this exchange
of properties, Pack will be solely responsible for the contracting, administration and coordination
along with payment of same for relocating facilities, fixtures and personal property from the
MDT Land to Tract 2. The duties and tasks assigned to Pack in this relocation include moving
and replacing all current buildings and associated infrastructure, including materials and material
storage facilities, racks, tanks, fencing, office trailers, pads, power, septic, phones, computer line
connections, radio and water along with any associated incidentals, such relocation to be done at
the satisfaction of MDT and at Pack's expense.
9. Closing. The closing of the exchange contemplated by this Agreement (the
"Closing' } shall occur as mutually agreed upon by the parties hereto, but will not occur until
after MEPA/NEPA requirements have been completed to MDT's satisfaction and all
Agreement to Exchange Real Estate
contingencies described herein have been satisfied and nothing further needs to be done by either
party pursuant to this Agreement, and shall take place at the offices of such title company
("Title") as the parties shall agree upon. Each parry agrees to deliver possession of the respective
Property to the other party on the Closing Date if all contingencies described herein have been
satisfied.
10. Closing Documents. On the Closing Date, each parry shall execute and/or
deliver to the other party the following, all forms reasonably satisfactory to the other parry: (a)
Warranty Deed (MDT provides Grant or Quit Claim Deed); (b) Title Insurance Policy; (c) Any
customary and normal affidavit of Pack regarding no judgments, bankruptcies or liens; (d)
Original Permits, Plans and Surveys; (e) Documents regarding property title, including any
abstracts or other certificates evidencing title; (f) any customary documents regarding locations
of wells and tanks; (g) Opinion from Pack's counsel (dated as of the Closing Date) that Pack has
the requisite power and authority to enter into and perform this Agreement, and that the Closing
Documents have been duly authorized by all necessary parties on the part of Pack, that the
execution, delivery and organizational documents, or any judgment, order or decree of any court
enforceable in accordance with their terms; and (h) Other documents reasonably determined by
either parry and/or Title to be necessary to transfer the Properties free and clear of all
encumbrances.
11. Closing Prorations. The intent of this Agreement is that, except as explicitly
otherwise provided in this Agreement, MDT will incur no expense in connection with the
exchange of the Properties and the relocation of its facilities to Tract 2. The parties agree to the
following proration and allocation of costs regarding this Agreement: (a) Title Insurance and
Closing Fee: Pack will pay all costs of the Title Evidence (as defined in Paragraph 7A above)
and each party shall pay for an owner's policy for the land to be acquired by it, if it chooses to
obtain such policy. Pack will pay the entire reasonable and customary closing fee or charge
unposed by any closing agent designated by Title; (b) Taxes: Pack shall pay all taxes, if any,
imposed on the deeds or as a result of the recording of the deeds; (c) Real Estate Taxes and
Special Assessments: Pack shall pay real estate taxes levied on Tract 2 payable in 1999, shall pay
all real estate taxes and special assessments on said land due and payable prior to 1999, and shall
pay the entire balance of all outstanding assessed or levied special assessments on said land; (d)
Other Charges: Utilities for each Property will be prorated as of Closing; (e) Recording Costs:
Each party will pay the normal and customary costs of recording all documents necessary to
place record title in the condition warranted by such party in this Agreement, and Pack shall pay
the cost of recording the deeds exchanged by the parties; (g) Attomey's Fees: Each of the parties
will pay the cost of its own attorneys fees, except that Pack will prepare the Closing Documents
for review by MDT, and except that a party defaulting under this Agreement or any closing
document will pay the reasonable attorney fees and court costs incurred by the nondefaulting
party to enforce its rights regarding such default; (h) Third Party Fees: Pack will pay the
reasonable fees of the surveyors, environmental engineers and appraisers whose services are
contemplated by this Agreement.
12. Brokers. MDT and Pack represent and warrant to each other that they have dealt
with no brokers, finders or the like in connection with this exchange transaction. The parties
agree to indemnify each other and to hold each other harmless against all claims, damages, costs
or expenses of or for any such fees or commissions resulting from their actions or agreements
regarding the execution or performance of this Agreement, and will pay all costs of defending
Agreement to Exchange Real Estate
any action or lawsuit brought to recover any such fees or commissions incurred by the other
party, including reasonable attorney's fees.
13. Notices. Any notice required or permitted to be given by either parry upon the
other is given in accordance with this Agreement if it is mailed in a sealed wrapper by United
States registered or certified mail, return receipt requested, postage prepaid; or if deposited cost
paid with a nationally recognized, reputable oversight courier, properly addressed as follows:
If to MDT: Montana Department of Transportation
P.O. Box 7308
Kalispell, MT 59904 �308
Attn: kap% er t:
If to Pack: Pack and Company
2355 Highway 93 North
Kalispell, MT 59901
Notices shall be deemed effective on the earlier of the date of receipt or the date of
deposit as aforesaid; provided, however, that if notice is given by deposit, that the time for
response to any notice by the other party shall commence to run one business day after any such
deposit. Any party may change its address for the service of notice by giving written notice of
such change to the other party in a manner above specified, 10 days prior to the effective date of
such change.
IN WITNESS WF EREOF, the parties have executed this Agreement as of the date first
written above.
Approved for Legal Sufficiency
Date By ,M
Mont a Department of T portation
MI
By
Its
And
Its
kTION
Agreement to Exchange Real Estate
lzi
Its
Agreement to Exchange Real Estate