HomeMy WebLinkAboutREA - Rexburg ID 01.23.2026
After recording return to:
Troutman Pepper
11682 El Camino Real, Suite 400
San Diego, CA 92130
Attention: Randal J. Lejuwaan
RESTRICTION AND EASEMENT AGREEMENT
THIS RESTRICTION AND EASEMENT AGREEMENT (this “Agreement”) is made and entered
into as of ______________, 2026 (the “Effective Date”), by and between NORTH REXBURG
COMMERCIAL PROPERTY, LLC, an Idaho limited liability company (“NRCP”) and HOME DEPOT U.S.A.,
INC., a Delaware corporation (“Home Depot”).
1. PRELIMINARY
1.1. Parties: NRCP is the Owner of the NRCP Parcels and Home Depot is the Owner of the
Home Depot Parcel. The Parcels are located at or near the intersection of N. 2 nd Street E and 15th N, in
the City of Rexburg, County of Madison, State of Idaho, as more clearly delineated on the Site Plan.
1.2. Purpose: The Parties plan to develop the Development as an integrated
retail/commercial/mixed use development for the mutual benefit of all Parcels and, therefore, do hereby fix
and establish the Easements and Restrictions upon and subject to which all of the Dev elopment, or any
part thereof, shall be improved, held, leased, sold and/or conveyed. Such Easements and Restrictions shall
run with the land and inure and pass with such Parcels and shall apply to and bind the respective
successors in interests thereof, and all and each Easement and Restriction is imposed upon such Parcels
as a mutual equitable servitude in favor of such Parcels and any portion thereof.
1.3. Definitions: The following defined terms shall have the meanings set forth below for
purposes of this Agreement.
(a) “Agreement”: This Restriction and Easement Agreement.
(b) “Building”: Any permanently enclosed structure placed, constructed or located on
a Parcel, which shall include any appurtenant canopies and supports.
(c) “Claims”: Any and all actions, suits, claims, demands, liabilities, damages, losses,
liens, penalties, interest, costs and expenses (including, without limitation reasonable attorney’s fees and
litigation expenses, including, without limitation, experts’ and consultants’ fees (i) regardless of whether any
lawsuit is filed, and (ii) at trial or any applicable appellate level).
(d) “Common Area”: The following areas within the Development: (i) the Permanent
Drives and (ii) all those areas on Parcel 1, Parcel 2, Parcel 3, Parcel 4, Parcel 6, Parcel 7 and Parcel 8,
which, but not including any areas covered by a Building. The improvement or use of any portion of the
Common Area in which a Building is constructed on shall not be construed as a permanent inclusion of
such portion within the Common Area, and such portions may, at any time thereafter, be improved with
Buildings and appurtenances in accordance with and subject to the terms of this Agreement.
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(e) “Consenting Owners”: The Owner of the Home Depot Parcel and NRCP provided
that NRCP owns a Parcel within the HD Center; provided, however, if NRCP is not the Owner of any of the
Parcels within the HD Center, the only Consenting Owner shall be the Owner of the Home Depot Parcel.
Additionally, if Home Depot sells the Home Depot Parcel and becomes the Prime Lessee of the Home
Depot Parcel, Home Depot shall be deemed appointed as the entity to cast the vote or give the consent for
the Home Depot Parcel on behalf of the Consenting Owner so long as it is the Prime Lessee of the Home
Depot Parcel.
(f) “Default Rate”: The greater of (i) ten percent (10%) per annum or (ii) the prime
rate plus three percent (3%). As used herein, “prime rate” shall mean the rate of interest published from
time to time as the “Prime Rate” in the Wall Street Journal under the heading “Mo ney Rates”; provided,
however, that (i) if more than one such rate is published therein the prime rate shall be the highest such
rate, and (ii) if such rate is no longer published in the Wall Street Journal or is otherwise unavailable, the
prime rate shall be a substantially comparable index of short term loan interest rates charged by U.S. banks
to corporate borrowers selected by the Consenting Owners.
(g) “Development”: Collectively, all of the Parcels.
(h) “Development Agreement”: That certain Development Agreement entered into
between Home Depot and NRCP dates as of the Effective Date.
(i) “Easements”: Any or all easements fixed and established upon the Development
Agreement pursuant to this Agreement.
(j) “Floor Area”: The total number of square feet of floor space on each floor in a
Building, including basement, subterranean, balcony and mezzanine space, irrespective of whether actually
occupied, and including any outdoor seating area used exclusively by an Owner or Occupant for its
Permittees. Floor Area shall be measured from the exterior line of the exterior walls and from the center
line of any party or common interior walls without deduction for columns, walls or other structural or non -
structural components; provided, however, in no event shall the following be included in such calculations:
(i) an Outside Sales Area, (ii) the Garden Center, or (iii) Service Areas.
(k) “Garden Center”: An area within the Home Depot Parcel, portions of which may
be under roof or canopy, fenced or walled and/or “open air”.
(l) “Governmental Authority” or “Governmental Authorities”: Any or all federal,
regional, state, county, city, township or local governmental or quasi-governmental authority, entity or body
(or any department, agency, political subdivision thereof) exercising jurisdiction over the Development or
any portion thereof.
(m) “Governmental Regulations”: Any or all applicable laws, statutes, ordinances,
codes, standards, rules, regulations, orders and applicable judicial decisions, rulings or decrees, as
presently existing or as may be hereafter enacted, promulgated or enforced, of any Governmental Auth ority
including, without limitation, variances, special and/or conditional use permits, or conditions of approval or
authorization of any Governmental Authority, any applicable annexation agreements, planned unit
development and other similar governmental controls.
(n) “HD Center”: Collectively, the Home Depot Parcel, Parcel 1, Parcel 2, Parcel 3,
Parcel 4, Parcel 6, Parcel 7 and Parcel 8.
(o) “HD Control Area 1”: Collectively, Parcel 1, Parcel 2 and Parcel 3.
(p) “HD Control Area 2”: Collectively, Parcel 4, Parcel 6, Parcel 7 and Parcel 8.
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(q) “Home Depot”: Home Depot U.S.A., Inc., a Delaware corporation, its successors
and assigns.
(r) “Home Depot Parcel”: The Parcel legally described on Exhibit B-2 and identified
on the Site Plan as the “Home Depot Parcel”.
(s) “Improvements”: Any Building, sign or Common Area improvements located on a
Parcel.
(t) “Lienholder”: Any mortgagee under a mortgage, a grantee under a deed to secure
debt, or a trustee or beneficiary under a deed of trust constituting a lien on any Parcel.
(u) “NRCP”: North Rexburg Commercial Property, LLC, and its successors and
assigns.
(v) “NRCP Parcel” and “NRCP Parcels”: Individually or collectively, Parcel 1, Parcel
2, Parcel 3, Parcel 4, Parcel 5, Parcel 6, Parcel 7, Parcel 8, Parcel 9, Parcel B2, Parcel B3 and Parcel
Anchor B/C.
(w) “Occupant”: Any Person or Prime Lessee from time to time entitled to the use and
occupancy of any portion of a Parcel under an ownership right or any lease, sublease, assignment, license,
concession, or other similar agreement.
(x) “Outside Sales Area”: An area on the Home Depot Parcel generally unprotected
from the elements which may be used for sales, storage and/or special operational programs purposes.
(y) “Owner”: (i) The record holder of fee simple title to a Parcel, its heirs, personal
representatives, successors and assigns, or (ii) a Prime Lessee with respect to the Home Depot Parcel that
is subject to a Prime Lease.
(z) “Parcel” or “Parcels”: Individually or collectively, the Home Depot Parcel and the
NRCP Parcels. In the event any Parcel is subdivided after the date of this Agreement, each such subdivided
portion of the former larger Parcel shall be deemed to be Parcels.
(aa) “Parcel 1”: The real property legally described on Exhibit B-3 and depicted on
the Site Plan as “Parcel 1”.
(bb) “Parcel 2”: The real property legally described on Exhibit B-4 and depicted on
the Site Plan as “Parcel 2”.
(cc) “Parcel 3”: The real property legally described on Exhibit B-5 and depicted on
the Site Plan as “Parcel 3”.
(dd) “Parcel 4”: The real property legal described as a portion of the description on
Exhibit B-6, which portion is depicted on the Site Plan as “Parcel 4”.
(ee) “Parcel 5”: The real property legal described as a portion of the description on
Exhibit B-6, which portion is depicted on the Site Plan as “Parcel 5”.
(ff) “Parcel 6”: The real property legal described as a portion of the description on
Exhibit B-6, which portion is depicted on the Site Plan as “Parcel 6”.
(gg) “Parcel 7”: The real property legal described as a portion of the description on
Exhibit B-6, which portion is depicted on the Site Plan as “Parcel 7”.
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(hh) “Parcel 8”: The real property legal described as a portion of the description on
Exhibit B-6, which portion is depicted on the Site Plan as “Parcel 8”.
(ii) “Parcel 9”: The real property legal described as a portion of the description on
Exhibit B-6, which portion is depicted on the Site Plan as “Parcel 9”.
(jj) “Parcel B2”: The real property legal described as a portion of the description on
Exhibit B-6, which portion is depicted on the Site Plan as “Parcel B2”.
(kk) “Parcel B3”: The real property legal described as a portion of the description on
Exhibit B-6, which portion is depicted on the Site Plan as “Parcel B3”.
(ll) “Parcel Anchor B/C”: The real property legal described as a portion of the
description on Exhibit B-6, which portion is depicted on the Site Plan as “Anchor B/C”.
(mm) “Temporary Detention Tract”: The temporary detention tract on Parcel 1 located
in the location as depicted as "Temporary Detention Tract" on the Site Plan.
(nn) “Party” or “Parties”: The parties set forth in Section 1.1 above, their successors
and assigns.
(oo) “Permanent Drives”: The driveway(s) and accessway(s) on the Parcels as
depicted as “Permanent Drive” on the Site Plan, including, without limitation, the curb cuts on such
driveway(s) accessway(s). Each Owner acknowledges and agrees that the portion of the Permanent Drive
depicted as “Future ROW” on the Site Plan (the “Future ROW”) may be dedicated to the applicable
Governmental Authorities for use for a public road. If the Future ROW is dedicated to a Governmental
Authority, as of the date of such dedication, the Future ROW shall no longer be considered a Permanent
Drive for purposes of this Agreement.
(pp) “Permittee”: All Occupants and the officers, directors, employees, agents,
contractors, customers, vendors, suppliers, visitors, invitees, licensees, assignees, subtenants, and
concessionaires of Occupants insofar as their activities relate to the intended use of th e Development.
(qq) “Person”: Individuals, partnerships, firms, associations, corporations, limited
liability companies, trusts, governmental agencies, administrative tribunals or any other form of business or
legal entity.
(rr) “Prime Lessee”: An Occupant of an entire Parcel that is not the Owner of such
Parcel pursuant to an agreement by which such Prime Lessee is subject to all, or substantially all, of the
obligations and responsibilities relating to the ownership and operation such Parcel and any business
thereon.
(ss) “Records”: The official records of Madison County, Idaho.
(tt) “Restaurant”: Any operation or business which requires a governmental permit,
license and/or authorization to prepare and/or serve food for either on- or off-site consumption.
(uu) “Restrictions”: Any or all covenants, restrictions, liens and encumbrances fixed
and established upon the Development pursuant to this Agreement.
(vv) “Service Areas”: The sidewalks attached to and/or adjoining a Building, trash
compactors and enclosures, exterior lighting attached to a Building, driveup or drive -thru customer service
facilities directly adjacent or in close proximity to a Building, side yards and rea r yards used for outdoor
loading, staging and/or storage, loading docks, electrical facilities and transformers, truck ramps and other
similar exclusive service facilities and outward extensions, and customer pickup areas directly adjacent or
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in close proximity to a Building, whether or not described, labeled or depicted as such on the Site Plan. The
Service Areas are the exclusive property of the Owner of the Parcel on which such Service Areas are
located and are not part of Common Area.
(ww) “Shared Sign(s)”: The pylon and/or monument signs designated on the Site Plan
that the Owner or Occupant of the Home Depot Parcel will have panel(s) on.
(xx) “Site Plan”: The site plan of the Development as shown on Exhibit A attached
hereto.
(yy) “Utility Lines”: Those facilities and systems for the transmission or other provision
of utility services or for battery storage and/or other energy initiatives, including, but not limited to, water
drainage, detention or retention systems or structures, water mains, se wers, lift stations, water sprinkler
system lines, irrigation lines, electrical, data transmission and telecommunication lines, conduits or
systems, gas mains, and other public or private utilities either (i) providing service to more than on e (1)
Parcel in common within the HD Center, or (ii) providing service to a Parcel within the HD Center, but
located all or in part on another Parcel within the HD Center, and all lines, conduits, connections,
appurtenances, structures, equipment and facilities related to the installation or operation of a Utility Line.
2. BUILDING AND COMMON AREA DEVELOPMENT
2.1. Building Location: Buildings may be located (or relocated) anywhere on a Parcel provided
(a) the total Floor Area of all Buildings constructed on such Parcel complies with the minimum parking
requirements set forth in Section 4.1 below and (b) no Building may be located on any portion of a
Permanent Drive. All unimproved portions of a Parcel within the HD Center shall be kept weed free and
clean at the subject Owner’s sole cost and expense until such time as Buildings are constru cted thereon.
Common Area: The Common Area is hereby reserved for the sole and exclusive use of all Owners and
Occupants of the Development and their Permittees; provided however, the Common Area located on the
HD Center is reserved for the sole and exclusive use of all Owners an d Occupants of the HD Center and
their Permittees. The Common Area may be used for vehicular driving, parking and pedestrian traffic and
such other purposes as are usual and customary in shopping centers in the Rexburg, Idaho, metropolitan
area, unless otherwise specifically prohibited in this Agreement. The Common Area shall be maintained as
provided for in Article 6. The Owners acknowledge and agree that incidental temporary encroachments
upon the Common Area may occur as a result of the use of ladders, scaffolds, store front barricades and
similar facilities in connection with the construction, maintenance, repair, replacement, alteration or
expansion of Buildings, signs and/or the Common Area, all of which are permitted under this Agreement so
long as all activities requiring the use of such equipment are expeditiously pursued to completion and are
performed in such a manner as to minimize any interference with use of the improved Common Area or
with the normal operation of the Development.
2.3. Type and Design of Building:
(a) Prior to the construction, expansion, reconstruction, replacement or modification
of any Building, sign or other Improvements in, on or under a Parcel located within the HD Control Area 1,
the Owner of such Parcel within the HD Control Area 1 shall deliver to the Consenting Owners or their
designated representatives for their review and approval (i) a complete set of plans and specifications,
including, without limitation, a schematic site plan, building elevation drawings, and civil engineering plans
and specifications showing all proposed Improvements on the Parcel within the HD Control Area 1,
including, without limitation: (A) parking layout, drive-thru stacking (if applicable) and ingress and egress,
curb cuts and traffic flow and signage to and within the Parcel within the HD Control Area 1; (B) a utility
plan showing the location of all intended Utility Lines, facilities and Improvements to the Parcel within the
HD Control Area 1 and any anticipated connection of the Utility Lines on such Parcel within the HD Control
Area 1 with another Parcel; (C) grading and drainage plans; (D) landscaping drawings; and (E) lighting and
signage plans, and (ii) a report prepared by a licensed, reputable civil engineer and/or architect, at the
Parcel Owner’s sole cost and expense, which shall, among other things, include an impact analysis
reflecting whether any construction, Improvements or Utility Lines to be performed, built, installed and
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located on such Parcel within the HD Control Area 1 will materially adversely affect the Home Depot Parcel
or any other Parcel within the HD Control Area 1, including, without limitation, any Utility Lines and
Improvements located thereon, provided that such report shall only be required with respect to the initial
construction of Improvements on a Parcel within the HD Control Area 1 or any subsequent construction
affecting the grading or drainage of the Parcel within the HD Control Area 1 or any Utility Li nes located on
or serving the Parcel. The Consenting Owners’ approval rights contained herein include the right to approve
the location of improvements on a Parcel within the HD Control Area 1. The approval required as provided
in this Section 2.3(a) by the Consenting Owners shall not be unreasonably withheld, conditioned or delayed;
provided, however, it shall be reasonable for the Owner of the Home Depot Parcel to withhold approval if
the Owner of the Home Depot Parcel determines in its reasonable discretion that such construction within
HD Control Area 1 will have a material adverse impact on the operation of the home improvement store on
the Home Depot Parcel. For purposes of clarification, this Section 2.3(a) shall not apply to any Parcel
within the Development outside of the HD Control Area 1.
(b) Prior to the construction, expansion, reconstruction, replacement or modification
of any Building, sign or other Improvements in, on or under a Parcel located within the HD Control Area 2,
the Owner of such Parcel within the HD Control Area 2 shall deliver to the Consenting Owners or their
designated representatives for their review and approval a complete set of plans and specifications,
including, without limitation, a schematic site plan, showing all proposed Improvements on the Parcel within
the HD Control Area 2, including, without limitation: the parking layout, drive-thru stacking (if applicable)
and ingress and egress, curb cuts and traffic flow within the Parcel within the HD Control Area 2. The
Consenting Owners’ approval rights contained herein i nclude the right to approve the location of
improvements on a Parcel within the HD Control Area 2. The approval required as provided in this Section
2.3(b) by the Consenting Owners shall not be unreasonably withheld, conditioned or delayed; provided,
however, it shall be reasonable for the Owner of the Home Depot Parcel to withhold approval if the Owner
of the Home Depot Parcel determines in its reasonable discretion that such construction within HD Control
Area 2 will have a material adverse impact on the operation of the home improvement store on the Home
Depot Parcel. For purposes of clarification, this Section 2.3(b) shall not apply to any Parcel within
the Development outside of the HD Control Area 2.
(c) Subject to Section 2.3(f) below, every Building within the HD Center shall be either
equipped with automatic sprinkler systems which meet all the standards of the Insurance Services Office,
Inc. (or other similar local organization having jurisdiction) or shall be constructed in s uch a manner as not
to adversely affect the fire rating as determined by local governing agencies of any Building built upon any
other Parcel within the HD Center.
(d) No Building shall be built in such a manner as to adversely affect the structural
integrity of any other Building within the HD Center. No Owner shall have the right to make any attachment
whatsoever to another Owner’s Building within the HD Center (such o ther Owner being referred to in this
subparagraph only as “Other Owner”) without such Other Owner’s prior written approval, which may be
withheld in such Other Owner’s sole and absolute discretion. If the Other Owner approves the requested
attachment, the Owner making the attachment shall, prior to making such attachment, obtain the Other
Owner’s prior written approval (which may be withheld in its sole and absolute discretion) of the drawings
and specifications detailing the attachment. Any such attachment shall be at the sole cost and expense of
the Owner making the attachment and shall be in strict conformance with the approved drawings and
specifications detailing the same. Thereafter, the Owner making the attachment shall maintain and repair
such attachment and shall repair any affected portion of the Other Owner’s Building due to the attachment
to the Other Owner’s Building.
(e) No Building on any Parcel within HD Control Area 1 shall exceed one (1) story and
twenty-seven (27) feet in height from the Building’s approved finished floor elevation, exclusive of all
architectural embellishments, mechanical fixtures, signage and television equipment, and screening for
same, which shall not exceed twenty-nine (29) feet in height from the Building’s approved finished floor
elevation. No more than one (1) Building or other structure (excluding a dumpster enclosure) shall be
located on a Parcel within HD Control Area 1 at any time. Any Building on a Parcel within HD Control Area
1 or within HD Control Area 2 shall orient its main entrance in a manner that the main entrance is not facing
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the parking areas located on the Home Depot Parcel. For purposes of this subsection (e), the height of
any Building on a Parcel within HD Control Area 1 shall be measured perpendicular from the finished floor
elevation to the top of the roof structure, including any screening, parapet, penthouse, mechanical
equipment or similar appurtenance or projection located on the roof of such Building. No mezzanine or
basement within the HD Center shall be used for the sale or display of merchandise or for the offer or
provision of retail services to the public.
(f) The Building to be constructed on the Home Depot Parcel may be built as Category
II-B (non-rated), as that category is defined pursuant to the International Building Code 2004 Edition (IBC).
Any Building on any other Parcel within the HD Center shall be constructed in such a manner to guarantee
that the Building on the Home Depot Parcel may be constructed or otherwise remains as at least as broad
as Category II-B pursuant to the IBC 2004 edition.
(g) There shall not be constructed in the HD Center any parking structure, whether
over or under ground level.
2.4. Construction Requirements :
(a) All work performed in the construction, repair, replacement, alteration or expansion
of any Improvements shall be performed as expeditiously as possible and in such a manner as not to
unreasonably interfere, obstruct or delay (i) access to or from the HD Center, or any part thereof, to or from
any public right-of-way, (ii) customer vehicular parking in that portion of the improved Common Area located
in front of any Building constructed in the HD Center, or (iii) the receiving of merchandise by any business
in the HD Center, including, without limitation, access to its Building. Unless otherwise specifically stated
herein, the Person contracting for the performance of such work (“Contracting Party”) shall, at its sole cost
and expense, promptly clean, repair and restore or cause to be promptly cleaned, repaired and restored to
its prior condition all Buildings, signs and Common Area improvements damaged or destroyed in the
performance of such work.
(b) The Contracting Party shall not permit any mechanics’, materialmen’s or other
professional services liens to stand against any other Parcel for any work done or materials furnished in
connection with the performance of the work described in subparagraph (a ) above; provided, however, that
the Contracting Party may contest the validity of any such lien, but upon a final determination of the validity
thereof, the Contracting Party shall cause the lien to be satisfied and released of record. The Contracting
Party shall, within thirty (30) days after receipt of written notice from the Owner or Prime Lessee of any
Parcel encumbered by any such lien or claim of lien, (i) cause any such outstanding lien or claim of lien to
be released of record or transferred to bond in accordance with applicable law, or (ii) give such assurance
as would enable a title insurance company to insure over such lien or claim of lien, failing which the Owner
or Prime Lessee of said Parcel shall have the right, at the Contracting Party’s expense, to transfer said lien
to bond. The Contracting Party shall indemnify, defend, protect and hold harmless the Owners and
Occupants for, from and against any and all liability, claims, damages, expenses (including reasonable
attorneys’ fees and costs and reasonable attorneys’ fees and costs on any appeal), liens, claims of lien,
judgments, proceedings and causes of action, arising out of or in any way connected with the performance
of such work, including an Owner’s or Occupant’s own negligence, unless such cause of action is solely
the result of the negligent or willful misconduct of the indemnified Owner or Occupant.
(c) Staging for the initial construction of Buildings, or the replacement, alteration or
expansion of any Building, sign or Common Area improvements located within the HD Center including,
without limitation, the location of any temporary buildings or construc tion sheds, the storage of building
materials, and the parking of construction vehicles and equipment shall (i) be located solely on the
constructing Owner’s Parcel, or (ii) be limited to specific areas (“Staging Area”) of the HD Center approved
in writing by the Consenting Owners. Each Staging Area on any Parcel within the HD Center shall be
located in such a way that it will not interfere with the use of the Common Area on any other Parcel within
the HD Center. At the request of any Consenting Owner, any Staging Area for any Parcel within the HD
Center shall be enclosed by a safety fence. Upon completion of such work, the constructing Party shall, at
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its expense, restore any damaged Common Area within the HD Center to a condition equal to or better
than that existing prior to commencement of such work.
(d) Without limiting or modifying the other provisions of this Section 2.4, all work
performed on Improvements on the Parcels within the HD Center shall not unreasonably interfere, obstruct
or delay (i) construction work being performed on any other Parcels within the HD Center, or (ii) the use,
enjoyment or occupancy of any other Parcels within the HD Center. In addition, the Owner of a Parcel
within the HD Center shall keep or cause to be kept the construction site and surrounding areas on its
Parcel within the HD Center clean and free of construction materials, trash and debris, and shall take all
appropriate precautions to protect against personal injury and property damage to the other Owners and
Occupants of the HD Center. With regard to excavation, and without limiting any other provision of this
Agreement, no excavation shall be made on, and no sand, gravel, soil or other material shall be removed
from, a Parcel within the HD Center, except in connection with the construction or alteration of a Building
or other Improvements within the HD Center approved in the manner set forth in this Agreement, and upon
completion of any such operations, exposed openings shall be backfilled and disturbed ground shall be
graded, leveled and paved or landscaped. Further, the Owner of a Parcel within the HD Center shall
undertake and implement or cause to be undertaken and implemented all dust control measures which may
be required by Governmental Regulations in order to prevent Claims from or arising in connection with
blowing dust.
2.5. Temporary License: Each Owner within the HD Center hereby grants to the other Owners
of the HD Center a temporary license for access and passage over and across the Common Area located
within the HD Center on the granting Owner’s Parcel, to the extent reasonably necessary for such Owner
to construct and/or maintain Improvements upon its Parcel within the HD Center; provided, however, that
such license shall be in effect only during periods when actual construction and/or maintenance is being
performed, and provided further that the use of such license shall not unreasonably interfere with the use
and operation of (i) any business conducted by an Owner or Occupant within the HD Center, or (ii) the
Common Area on the granting Owner’s Parcel located within the HD Center. Prior to exercising the rights
granted herein, an Owner shall provide each granting Owner with a written statement describing the need
for such license, and shall furnish a certificate of insurance showing that its contractor has obtained the
minimum insurance coverage required by this Agreement. The Owner shall promptly pay all costs and
expenses associated with such work, shall complete such work as quickly as possible, and shall promptly
clean and restore the affected portion of the Common Ar ea within the HD Center on the granting Owner’s
Parcel to a condition which is equal to or better than the condition which existed prior to the commencement
of such work.
2.6. Indemnity: In addition to the indemnification provided in Section 12.3 below, each Owner
shall indemnify, defend, protect and hold every other Owner and their respective officers, directors,
shareholders, employees and agents harmless for, from and against any and all Claims arising out of or
related to injury to or death of any person or damage to or destruction of any property occurring on any
Parcel and arising out of or resulting from any construction activities performed by or at the request of an
Owner or its Occupants, including an Owner’s or Occupant’s own negligence, unless such damage or
destruction is caused solely by the negligent or willful act or omission of the indemnified Owner.
2.7. Approval Procedures:
(a) Before any action requiring the Consenting Owners’ approval is commenced,
sufficient information shall be sent to the Consenting Owners to enable the Consenting Owners to make a
decision as to the proposal. Each Consenting Owner shall have the right to app rove or disapprove the
proposal in accordance with the manner and time procedures set forth in Section 14.6 below, and if such
Consenting Owner disapproves the proposal, it shall provide a written explanation in reasonable detail of
its reasons for disapproval.
(b) No Consenting Owner shall be liable in damages or otherwise for any reason,
including any mistake in judgment, negligence or nonfeasance, arising out of or in connection with the
approval or disapproval or failure to approve or disapprove any proposal submitted pursuant to this
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Agreement. Each Owner of a Parcel located within the HD Center agrees that, by acquiring title to its Parcel
located within the HD Center and submission of plans, drawings, specifications and/or materials as required
by this Agreement, it will not bring any action or suit against any Consenting Owner to recover any such
damages. In addition, each Owner within the HD Center shall indemnify, defend, protect and hold the
Consenting Owners and their respective officers, directors, shareholders, employees and ag ents harmless
for, from and against any and all Claims to the extent arising out of or related to the approval or disapproval
of any plans, drawings, specifications and/or other materials submitted to a Consenting Owner by or on
behalf of such Owner or its Occupants. No approval shall be considered an approval of the plans, drawings,
specifications and/or materials from an engineering perspective or a determination that they meet building,
environmental or engineering design standards, or that any such Improvements have been built in
accordance with such plans, drawings and/or specifications.
3. EASEMENTS
3.1. Ingress and Egress: Each Owner, as grantor, hereby grants to each other Owner, as
grantee, for the benefit of each Parcel belonging to the other Owners, and for the use of said Owner and
its Permittees, a nonexclusive easement for ingress and egress by vehicular and pedestr ian traffic upon,
over and across the Permanent Drives. Additionally, each Owner of Parcel 1, Parcel 2, Parcel 3, Parcel 4,
Parcel 6, Parcel 7 and Parcel 8, as grantor, hereby grants to each other Owner of Parcel 1, Parcel 2, Parcel
3, Parcel 4, Parcel 6, Parcel 7 and Parcel 8, as grantee, for the benefit of each such Parcel belonging to
the other Owners of Parcel 1, Parcel 2, Parcel 3, Parcel 4, Parcel 6, Parcel 7 and Parcel 8 and for the use
of said Owner and its Permittees, a nonexclusive easement for ingress and egress by vehicular and
pedestrian traffic upon, over and across the Common Areas located on Parcel 1, Parcel 2, Parcel 3, Parcel
4, Parcel 6, Parcel 7 and Parcel 8
3.2. Parking: In no event shall any Owner or Occupant, nor any customer, employee, guest,
licensee or invitee of any Owner or Occupant of any Parcel have the right to park vehicles on the Home
Depot Parcel except for the Owner, Occupant, customers, employees, guests, licensees or invitees of the
Home Depot Parcel may park vehicles on the Home Depot Parcel. Should any Owner or Occupant violate,
or allow the violation of, the parking restriction in the foregoing sentence, the Owner of the affected Parcel
shall have the right to take any and all reasonable measures it may elect to remedy the violation, including
without limitation, the towing of vehicles.
3.3. Utility Lines and Facilities:
(a) Each Owner within the HD Center, as grantor, hereby grants to each other Owner
within the HD Center, as grantee, for the benefit of each Parcel located within the HD Center belonging to
the other Owners within the HD Center, a nonexclusive easement under, through and across the Common
Area of the grantor’s Parcel(s) for the installation, operation, flow, passage, use, maintenance, connection,
repair, relocation, removal and replacement of Utility Lines, subject to the written approval of the granting
Owner as to the location of such Utility Lines. All such Utility Lines within the HD Center shall be installed
and maintained below the ground level or surface of such easements, except that fire hydrants, ground
mounted electrical transformers and such other facilities as are required to be above ground by the utility
providing such service (including temporary service required during the construction, maintenance, repair,
replacement, alteration or expansion of any Buildings or improvements located in the HD Center) or which
have been approved by the Consenting Owners shall be permitted. The easement area shall be no wider
than necessary to reasonably satisfy the requirements of a private or public utility, or five feet (5’) on each
side of the centerline if the easement is granted to a private party. The installation, operation, maintenance,
repair and replacement of such easement facilities shall not unreasonably interfere with the normal
operation of any business in the HD Center. The grantee shall bear all costs related to the installation,
operation, maintenance, repair and replacement of such easement facilities, shall repair to the original
specifications any damage resulting from such use.
(b) Notwithstanding the grant of easement for sewer lines included within Section
3.3(a) above, any connections to sewer lines may only be made in the event that (i) the Owner of a Parcel
benefiting from the sewer line easement (a “Grantee Parcel”) makes at its sole expense any and all
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improvements to the sewer lines and systems (including, without limitation, any lift stations) as are
necessary or required in order to increase the capacity of the sewer lines and systems to adequately serve
the Grantee Parcel pursuant to plans and specifications that comply with the requirements of all
Governmental Regulations and that are first approved by the Consenting Owners and the Owner of the
Parcel burdened by the sewer line easement (a “Grantor Parcel”), (ii) the Owner of the Grantee Parcel
procures all permits, licenses and approvals and pays any and all tap on or similar fees required to make
any such improvements and to so utilize and connect with such sewer lines and systems, and (iii) the Owner
of the Grantee Parcel pays for increased costs o f maintenance and repair due to such development work.
Notwithstanding the preceding sentence, so long as a Consenting Owner complies with the requirements
of all Governmental Regulations, such Consenting Owner will not be required to obtain the approval o f the
Owner of the Grantor Parcel as set forth in subsection (b)(i) above.
(c) At any time and from time to time an Owner of a Parcel located within the HD
Center shall have the right to install, repair, maintain and/or relocate on its Parcel located within the HD
Center any Utility Line installed (or to be installed) pursuant to the foregoing grant of easement which is
then located (or to be located) on the Parcel of such Owner located within the HD Center, provided that (i)
in the case of a connection, installation or relocation, such connection, installation or relocation shall be
performed only after sixty (60) days’ notice in writing of the Owner’s intention to undertake such work shall
have been given to the Owner of each Parcel served by the Utility Line located within the HD Center, (ii) in
the case of a repair and/or maintenance, such repair and/or maintenance shall be performed only after
thirty (30) days’ notice in writing of the Owner’s intention to undertake repair and/or maintenance shall have
been given to the Owner of each Parcel served by the Utility Line within the HD Center, except in the case
of an emergency (defined as any situation where there is an imminent threat of harm to persons or property),
when such notice shall be given a reasonable period in advance of such emergency repair as is practicable,
(iii) any such installation, repair, maintenance and/or relocation shall not unreasonably interfere with or
diminish utility service to the Parcels located within the HD Center served by the Utility Line, (iv) any such
repair, maintenance and/or relocation shall not reduce or unreasonably impair the usefulness, capacity or
function of the Utility Line, (v) any such installation, repair, maintenance and/or relocation shall be
performed without cost or expense to the Owner or Occupant of any other Parcel located within th e HD
Center, (vi) any such repair, maintenance and/or relocation shall provide for the original and relocated area
(if applicable) to be restored using materials and design standards which equal or exceed those originally
used, (vii) any such installation, repair, maintenance and/or relocation shall not interfere with the business
operation of any of the Owners or Occupants of the HD Center, and (viii) if an electrical, data transmission
or telecommunications line is being relocated, the grantor and grantee shall coordinate such interruption to
eliminate any detrimental effects, without first obtaining the prior written consent of the Owner of the Home
Depot Parcel, which consent may be granted or withheld in such Owner’s sole and absolute discretion.
(d) The terms and provisions of this Section 3.3 shall survive the expiration or earlier
termination of this Agreement.
3.4. Signs: Home Depot and NRCP, as the Owners of the Home Depot Parcel, Parcel 1, Parcel
2 and Parcel 3 (as applicable), as grantors, hereby grants to the Owners of the Home Depot Parcel, Parcel
1, Parcel 2 and Parcel 3, as grantees, for the benefit of each such Parcels, a non-exclusive easement
under, through and across the Common Area of the applicable grantor’s Parcel for the installation,
operation, maintenance, repair and replacement of sign panels on Shared Sign on the grantor’s Parcel
referred to in Section 4.3 of this Agreement and any Utility Lines appurtenant thereto. No signage
(temporary or otherwise, including, but not limited to, an electronic marquee) with respect to Persons who
are not Owners or Occupants shall be permitted any Shared Sign located in the HD Center.
3.5. Dedication to Public Entities: Without the prior written consent of the Consenting Owners,
which consent may be granted or withheld in the sole and absolute discretion of each Consenting Owner,
no Owner of any Parcel located within the HD Center shall grant any easement for the benefi t of any
property not within the HD Center; provided, however, that the foregoing shall not prohibit the granting or
dedicating of easements by an Owner on its Parcel to Governmental Authorities or to public utilities to
service the granting Owner’s Parcel, nor shall it prohibit NRCP from granting easements, cross-access, or
parking to Parcels located within the Development but outside of the HD Center.
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3.6. No Merger: Notwithstanding an Owner’s ownership of more than one Parcel, the
easements granted hereunder shall burden and benefit each Parcel individually, without merger as a result
of such common ownership, and upon conveyance of a Parcel so that such Parcel ceas es to be under
common ownership, neither the Owner conveying said Parcel nor the Owner acquiring said Parcel shall
need to execute additional documentation to evidence the existence of said easements, and said
easements shall relate back to and shall be deemed to have been created as of the date this Agreement is
recorded in Records.
3.7. Permanent Drive(s): Unless otherwise approved in writing by the Consenting Owners,
which approval may be withheld in each Consenting Owner’s sole and absolute discretion, the Permanent
Drive(s) and any other access drive within the Development as depicted on the Site Plan, shall not be
altered or modified. After the initial construction of the Permanent Drives, no Owner or Occupant of the HD
Center shall make changes to the Permanent Drives during the months of March, April, May and/or June,
without first obtaining the prior written consent of the Owner of the Home Depot Parcel, which consent may
be granted or withheld in such Owner’s sole and absolute discretion.
4. OPERATION OF COMMON AREA
4.1. Parking:
(a) There shall be no charge for parking within the HD Center without the prior written
consent of the Consenting Owners. The parking area on each Parcel within the HD Center shall contain
sufficient ground level parking spaces (exclusive of parking spaces used for cart corrals and/or recycle
centers) in order to comply with the following minimum requirements, without reliance on parking spaces
located on any other Parcel within the HD Center:
(i) three and one-half (3.5) parking spaces for each one thousand (1,000)
square feet of Floor Area on the Home Depot Parcel;
(ii) four (4) parking spaces for each one thousand (1,000) square feet of Floor
Area on the Parcels located within HD Control Zone 1 and HD Control Zone 2;
(iii) if a business use contains a drive-up or drive-thru unit (such as a remote
banking teller or food ordering/dispensing facility, but specifically excluding the customer loading area
located on the Home Depot Parcel) within the HD Center, then there shall also be created space for stacking
(A) not less than twenty (20) for each drive-up unit that services a quick-service or fast-food Restaurant on
HD Control Area 1 and not less than ten (10) automobiles for each drive-up unit located on HD Control
Area 1 that services any business other than a quick-service or fast-food Restaurant; provided, however,
in no event may any vehicles within HD Control Area 1 stack within the Permanent Drive and (B) so no
vehicles stack within the Permanent Drive with respect to any drive-up or drive-thru unit with respect to HD
Control Area 2, Parcel B2, Parcel B3 and/or Parcel Anchor B/C; and
(iv) fifteen (15) parking spaces for each one thousand (1,000) square feet of
Floor Area for each single Restaurant on any Parcel located within the HD Center.
(b) If an Owner or Occupant within the HD Center operates a Restaurant incidentally
to its primary business purpose, then so long as such incidental operation continues, the portion of the
Floor Area occupied by such Restaurant shall be excluded from the appli cation of subsection (iv) above.
For purposes of this clause only, a Restaurant shall be an “incidental operation” if it occupies less than
seven percent (7%) of the Occupant’s Floor Area and does not have a separate customer entry/exit door
to the outside of the Building. In the event an Occupant utilizes Floor Area for both Restaurant and retail
purposes, and such Restaurant purpose is not an “incidental operation”, only the portion of Floor Area
allocated for Restaurant purposes shall be subject to the a pplication of subsection (iv) above.
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(c) If the minimum number of parking spaces required by Governmental Regulations
is greater than the minimum requirements set forth above, then the minimum number of parking spaces as
required by Governmental Regulations shall control.
(d) In the event of a condemnation of part of a Parcel or sale or transfer in lieu thereof
that reduces the number of usable parking spaces below that which is required in this Section 4.1, the
Owner whose Parcel is so affected within the HD Center shall use its best efforts (including, without
limitation, using proceeds from the condemnation award or settlement) to restore and/or substitute parking
spaces in order to comply with the parking requirements set forth in this Section 4.1. If such compliance is
not possible, the Owner whose Parcel is so affected within the HD Center shall not be deemed in default
hereunder, but such Owner shall not be permitted to expand the amount of Floor Area located upon its
Parcel within the HD Center. If such Floor Area is thereafter reduced other than by casualty, the Floor Area
on such Parcel within the HD Center may not subsequently be increased unless the parking requirement is
satisfied.
(e) There shall be no exclusive or reserved parking within the HD Center or any
parking stalls within the HD Center other than the Home Depot Parcel designated for customer pickup of
merchandise without the consent of the Consenting Owners ; provided, however, parking marked as pickup
only or drop-off zone and parking spaces reserved for veterans, disabled persons, expecting mothers shall
be permitted.
4.2. Employee Parking: Employees of any Owner or Occupant of a Parcel shall use only the
parking spaces on the Parcel upon which such employees are employed. NRCP will have the right to
designate employee parking areas for all parcels in the Development other than the Home Depot Parcel.
4.3. Signs:
(a) Subject to the provisions of subparagraphs (b) and (d) below, no free-standing,
permanent sign structures other than the Shared Sign(s) may be erected or maintained in the HD Center
by any Owner. The Owner of the Home Depot Parcel shall be allocated the pa nel locations on both sides
of the Shared Signs as set forth as on Exhibit C attached hereto and incorporated herein (the “Home
Depot Panel Area”). The remainder of the panel area upon the Shared Signs, other than the Home Depot
Panel Area, is reserved to NRCP for the Owners and Occupants of the HD Center. No other person or
entity shall be entitled to display a panel on the Shared Sign(s) other than the Owners or Occupants of the
HD Center.
(b) Provided the signage otherwise permitted by Governmental Regulations to the
Owner of the Home Depot Parcel and on the Shared Sign(s) is not adversely affected thereby, each Parcel
may have, subject to Governmental Regulations, one free-standing, permanent sign structure on each
Parcel within HD Control Area 1 and HD Control Area 2, at the location designated on the Site Plan or as
otherwise approved by the Consenting Owners. The cost of constructing, installing, maintaining, insuring,
operating, repairing and replacing such sign structure and sign fascia shall be paid by the applicable Owner
of the Parcel upon whose Parcel such monument sign is located.
(c) Except as set forth in subsections (a) and (b) above, or otherwise approved by the
Consenting Owners, all signs on the Parcels within HD Control Area 1 and HD Control Area 2 shall conform
with the following standards:
(i) All exterior Building signs shall be restricted to identification of the
business or service located or provided therein.
(ii) No exterior Building or free standing sign shall utilize flashing, moving or
audible lights or appurtenances.
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(d) Notwithstanding anything to the contrary contained herein, in addition to its
easement and right to place and maintain sign panels on the Shared Sign(s), the Owner of the Home Depot
Parcel shall have the right to construct one (1) or more freestanding sign s on the Home Depot Parcel for
the use of the Owners and Occupants thereof from time to time.
(e) No temporary advertising signs or banners may be placed on light standards or
other Common Area improvements within the NRCP Parcels for a period of more than 30 days.
(f) The provision of this Section 4.3 shall not limit or restrict any signage on any Parcel
outside of the HD Center.
4.4. Protection of Common Area: Each Owner and Occupant shall have the right to take such
steps as it deems necessary to prevent those Persons not authorized by this Agreement to use the Common
Area from using the Common Area for ingress, egress, parking or any other purpose. Subject t o
Governmental Regulations, such steps shall include, without limitation, the construction of fences, walls or
barricades along the boundary lines of any portion of the HD Center except along the common boundary
line of any Parcel with any other Parcel; provided, however, that any impairment of vehicular access to or
from the HD Center, or any part thereof, shall require the Consenting Owners’ prior written approval, which
may be withheld in such Consenting Owners’ sole and absolute discretion.
5. RESTRICTIONS ON USE
5.1. Home Improvement Store Restrictions:
(a) No portion of the HD Center other than the Home Depot Parcel shall be used for a
home improvement center or hardware store or for any business which sells, displays, leases, rents or
distributes as its primary business the following items or materials, individually or in any combination: lumber,
hardware, tools, roofing materials, plumbing supplies, pool supplies, electrical supplies, paint, wallpaper and
other wallcoverings, window treatments (including, without limitation, draperies, curtains and blinds),
kitchens or bathrooms or components thereof (including, without limitation, tubs, sinks, faucets, mirrors,
cabinets, showers, vanities, countertops and related hardware), doors, windows, hard and soft flooring
(including, without limitation, tile, wood flooring, rugs and carpeting), siding, ceiling fans, lawn and gardening
and garden nursery supplies, natural plants, equipment (including, without limitation, lawnmowers) and
products, outdoor cooking equipment and accessories, patio furniture and patio accessories, Christmas trees
(both live and artificial), home automation systems and smart home devices, indoor and outdoor lighting
systems and light fixtures, cabinets, kitchen and other household appliances, cleaning supplies, closet
organizing systems, and interior design services (but shall not exclude an architect's office that provides
design services in connection with architectural services). The restrictions set forth in this Section 5.1(a) shall
not apply to the Incidental Sale of Such Items (as defined below). An "Incidental Sale of Such items" as
to any Occupant is one in which there is no more than the lesser of (i) five percent (5%) of the total Floor
Area of such business (calculated by measuring the Floor Area of the premises in question that is occupied
by the shelving or display area, plus one-half of adjacent aisle space); or (ii) 1,000 square feet of sales and/or
display area, relating to such items individually or in the aggregate.
(b) No portion of Parcel 5, Parcel 9, Parcel B2, Parcel B3 and/or Parcel Anchor B/C
may be used for a home improvement store or a hardware store as its primary use (including, without
limitation, Lowe’s, Menards, Ace Hardware and Sunpro).
(c) Notwithstanding anything to the contrary set forth in this Section 5.1, the restrictions
on uses set forth in Section 5.1(a) and Section 5.1(b) of this Agreement shall not apply to any Occupant that
opens for business within the Overall Property during any period commencing on the day the Home Depot
Parcel has not been used for a home improvement center, hardware store or any of the uses set forth in
Section 5.1(a) of this Agreement, for three (3) consecutive years and ending on the date the any portion of
the Home Depot Parcel re-opens as a home improvement center, hardware store or any use set forth in
Section 5.1(a) of this Agreement (provided, however, such three (3) year period shall not begin to accrue if
the Building on the Home Depot Parcel is requir ed to close in connection with event of force majeure or is
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closed due to a casualty, condemnation and/or a remodel and the Owner or Occupant of the Home Depot
Parcel is using commercially reasonable and diligent efforts to prepare architectural plans, process permits
and/or entitlements, complete construction and/or include home improvement merchandise to re-open the
Building on the Home Depot Parcel as a home improvement center, hardware store or any use as set forth
in Section 5.1(a) of this Agreement.
5.2. HD Center Restrictions:
(a) No portion of the HD Center shall be used for any non-retail use of the following
purposes: flea market or a business selling so called "second hand" goods (the term "second -hand" shall
mean stores which sell goods primarily as a service to the public rather than to a retail customer for a profit);
skating rink, bowling alley, billiard parlor, game room, video or amusement arcade or other place of
amusement or recreation; any restaurant deriving more than thirty percent (30%) of its annual gross sales
from the sale of alcohol; bar or tavern (a bar or tavern being defined for purposes of this Agreement as an
establishment offering the sale of alcoholic beverages for consumption on the premises where such sales
are not incidental to the sale of food for on-premises consumption in a restaurant otherwise permitted
hereunder); night club or discotheque, dance hall, comedy club, night club or adult entertainm ent facility;
theater (including a movie theater), auditorium, sports or other entertainment viewing facility (whether live,
film, audio/visual or video, but not excluding any sports themed restaurant with multiple viewing screens);
barbeque or gas grill retail store (provided, however, the restriction on a barbeque or gas grill retail store
shall not apply to the Home Depot Parcel); industrial, manufacturing or warehouse use; truck stop; adult
bookstore or establishment selling, exhibiting or distributing pornographic or obscene materials; massage
parlor (provided, however, a national or regional massage or day spa chains or uses shall be permitted);
drug treatment or rehabilitation center; so-called "head shop" or any business or facility selling, supplying,
dispensing (which shall be deemed to include vending machines or other self-service facilities) or distributing
marijuana or products or by-products derived there from whether by prescription, medical recommendation
or otherwise; automobile (or other motor vehicle or boat) dealership storage facility or repair shop (including
lubrication and/or service center) (provided, however an oil change/lubrication business (such as a Jiffy
Lube or other national or regional operation that specializes in automotive service and/or repair may be
permitted so long as (i) such business does not sell automotive parts, products or accessories for off
premises installation, (ii) all work is performed inside the building in an enclosed bay, and (iii) no vehicles
are stored outside overnight while the business is closed); body and fender shop; mini-storage or self-
storage (provided, however, one (1) mini-storage or self-storge facility may be permitted on Parcel 7 or Parcel
8 ); laundromat or dry-cleaning facility (but this shall not be deemed to prohibit an on-site service provided
solely for pick-up and delivery by the ultimate consumer); gaming, wagering or betting parlor or facility or
equipment of any kind (but this shall not be deemed to prohibit the sale of Idaho Lottery tickets); junk yard;
recycling facility or stockyard; tattoo parlor or body piercing establishment (but this shall not exclude a
national or regional retailer who provides body piercing as a service in connection with the sale of jewelry
such as Claire's); funeral parlor, cemetery, mortuary or any business selling caskets and other funerary
products; beauty school, barber college, reading room, place of instruction or any other operation catering
primarily to students or trainees and not to customers (but this shall not be deemed to prohibit educational
tutoring services such as Kumon, Mathnasium provided that such educational tutoring services do not
exceed 3,500 square feet of Floor Area); residential or hotel uses; office usage other than incidental in
connection with non-prohibited uses and other than professional service providers such as a dentist,
orthodontist, insurance sales, and financial planner (but these shall be limited to 5,000 square feet
individually and 25% of the Floor Area of HD Center in aggregate (but not including the Home Depot Parcel);
place of religious worship; pawn shop or any business offering cash for gold, silver and other valuables;
payday loan or check cashing provider; surplus store; gun range; the sale of guns as a primary use; animal
kennel (but this shall not exclude a pet store that provides grooming or a veterinary that provides overnight
services directly related to recovery from such veterinary care); fitness center, workout facility, gym, health
spa, or studio that is any size within HD Control Zone 1 and over 5,000 square feet of Floor Area within HD
Control Zone 2; any state, local or federal government facility, including, without limitation, depar tment of
motor vehicles and military recruiting facilities; any store selling electronic cigarettes or similar devices as its
primary business; or any business or space, including, without limitation, any facilities such as lockers,
outposts, pods, dedicated floor or parking spaces or similar drop off/pick up locations or facilities, whose
primary purpose is to display goods and merchandise that may be purchased via catalogue or an internet
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website or other electronic means and/or to fulfill, store, deliver, transfer, convey or otherwise distribute or
receive goods and merchandise that have been purchased via catalogue or an internet website or other
electronic means. For purposes of clarification the prohibited uses as set forth in this Section 5.2(a)
do not apply to any Parcel outside of the HD Center. Additionally, the prohibited uses set forth in
this Section 5.2(a) shall not apply or restrict any other Parcel if Home Depot U.S.A., Inc. (or any
affiliate of Home Depot U.S.A., Inc.) is not the Owner or the Prime Lessee of the Home Depot Parcel
and the Home Depot Parcel is not being operated as a Home Depot store.
(b) Intentionally Omitted.
(c) Without the prior written consent of the Consenting Owners, the following shall not
be allowed to operate in the HD Center, except as otherwise permitted in this Agreement: traveling
carnivals, fairs, auctions, shows, kiosks, booths for the sale of fireworks, sales by transient merchants
utilizing vehicles or booths and other promotions of any nature. Except as otherwise permitted in this
Agreement, in the event that unauthorized Persons, including without limitation tenants or invitees of
tenants occupying Buildings now or at any future time located in the HD Center, utilize the parking area for
other than temporary parking by customers while shopping in the HD Center, NRCP shall at its sole
expense, upon written request by Home Depot, take whatever action as shall be necessary to prevent said
unauthorized use.
(d) No portion of the HD Center shall be used for a business or use which creates
strong, unusual or offensive odors, fumes, dust or vapors; emits noise or sounds which are objectionable
due to intermittence, beat, frequency, shrillness or loudness; creates un usual fire, explosive or other
hazards, or materially increases the rate of insurance for any other Parcel, Owner or Occupant; provided
however, the operation of a typical Home Depot home improvement store or gas station/convenience store
shall not be deemed to be in violation of this Section 5.2(d).
(e) No oil development operations, oil refining, quarrying or mining operations of any
kind shall be permitted upon or in any portion of the Parcels, nor shall oil wells, tanks (provided this
restriction shall not prohibit underground fuel tanks for a convenience store), tunnels, or mineral excavation
or shafts be permitted upon the surface of any portion of the Parcels, or within five hundred (500) feet below
the surface of any of the Parcels. No derrick or other structure designed for use in boring for water, oil,
natural gas or other minerals shall be erected, maintained or permitted on any portion of the Development.
(f) No portion of the Common Area within the HD Center shall be used for the sale,
storage or display of merchandise or food. Notwithstanding anything to the contrary set forth herein, the
following shall be permitted anywhere within the Home Depot Parcel: (i ) the display of delivery vehicles,
trailers, small tractors and other equipment for sale and/or rental to customers as part of the Owner of the
Home Depot Parcel’s home improvement business shall be permitted, (ii) the display, sale and storage of
merchandise, and (iii) the sale of food outdoors and/or indoors (including, without limitation, from food
trucks), accompanied by tables and seating for eating purposes.
(g) For purposes of this Agreement, all Service Areas shall be the sole exclusive
property of the Owners of the Buildings associated with such areas and each Owner shall have the
exclusive right to use such areas for whatever purpose such Owner deems appropriate, including, without
limitation, the sale and display of merchandise and outdoor seating for Restaurant and food sales.
(h) For purposes of this Agreement, Persons who are not Owners or Occupants
engaging in the following activities in any portion of the HD Center will not be considered to be Permittees
under this Agreement: (i) exhibiting any placard, sign, or notice that does not advertise an existing business
in the HD Center; (ii) distributing any circular, handbill, placard, or booklet promoting an existing business
in the HD Center; (iii) soliciting memberships or contributions for an existing business in the HD Center; (iv)
parading, picketing, or demonstrating; and (v) failing to follow regulations relating to the use of the HD
Center.
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(i) Notwithstanding anything to the contrary contained in the Agreement, any Owner
shall have the right to install, relocate, modify, remove and/or replace facilities and systems used for the
transmission of electricity to and for the Building and Improvements located on its Parcel, including, without
limitation, electrical conduits and systems, in order for such Owner to utilize solar energy, new technology,
alternative energy, renewable energy and/or other energy efficient sources and alternatives designed to
lower energy costs, improve energy efficiency and/or reduce energy consumption (“Alternative Energy
Facilities”).
(j) This Agreement is not intended to, and does not, create or impose any obligation
on a Party to operate, continuously operate, or cause to be operated a business or any particular business
in the Development or on any Parcel.
6. MAINTENANCE STANDARDS
6.1. Maintenance Obligations: Each Owner shall, except as otherwise provided in this
Agreement, maintain its Parcel at all times in good and clean condition and repair. Such maintenance to
include, without limitation, the following:
(a) Maintaining, repairing and resurfacing, when necessary, all paved surfaces in a
level, smooth and evenly covered condition with the type of surfacing material originally installed or such
substitute as shall in all respects be equal or superior in quality, use and durability; and restriping, when
necessary, to maintain clearly visible parking stall and traffic control lines;
(b) Removing all papers, debris, filth and refuse and washing or thoroughly sweeping
the exterior portions of such Parcel to the extent reasonably necessary to keep such area in a clean and
orderly condition, unobstructed, and if applicable, free from ice and snow;
(c) Placing, painting, maintaining, repairing, replacing and repainting, as and when
necessary, all directional signs, markers, striping and pedestrian crossings upon or within the exterior
portions of such Parcel;
(d) Maintaining, repairing and replacing, when necessary, (i) Service Areas, and (ii)
traffic directional signs, markers and lines, and all informational signs such as “Handicapped Parking”, in
good repair and condition;
(e) Operating, maintaining, repairing and replacing, when necessary, such artificial
lighting facilities as shall be reasonably required, including, but not limited to, poles, pole bases, wiring,
lamps, ballasts, lenses, photocells, time clocks, and contacts. Each Owner shall maintain and provide
electricity to all lighting fixtures attached to its respective Building(s) at its sole cost and expense;
(f) Maintaining and watering all landscaped areas; maintaining, repairing and
replacing, when necessary, automatic sprinkler systems and water lines; replacing shrubs and other
landscaping as necessary;
(g) Maintaining, repairing and replacing, when necessary, all exterior walls (including,
without limitation, all fences, walls or barricades constructed pursuant to Section 4.4 above);
(h) Maintaining, repairing and replacing, when necessary, all storm drains, sewers, lift
stations and other Utility Lines not dedicated to the public or conveyed to any public or private utility which
are necessary for the operation of the Buildings and Improv ements;
(i) Performing itself or contracting with a competent third party or parties to perform
any of the services described herein;
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(j) Maintaining commercial general liability insurance as set forth in Article 12 hereof;
and
(k) Managing traffic at entrances and exits if necessary as conditions reasonably
require in order to maintain an orderly and proper traffic flow.
6.2. Duty to Maintain: Each Owner shall be responsible for the maintenance, insurance and
lighting of its own Parcel as enumerated in Section 6.1 above (including, without limitation, the lighting that
serves the Permanent Drive on its own Parcel). Additionally, each Owner of a Parcel that has a Shared
Sign located on such Parcel shall cause such Shared Sign to be powered (provided electricity). In the
event any Owner defaults in the performance of such obligations, NRCP may cause the performance of the
obligations of the defaulting Owner and bill the defaulting Owner for the expenses incurred. In such event,
the notice and cure provisions and remedies of Sections 10.2, 11.1 and 11.2 shall apply. Notwithstanding
anything to the contrary set forth in this Agreement, (a) the Owner of the Home Depot Parcel shall maintain
and repair the Permanent Drive(s) (but not the lighting on the Shared Drives) and the Shared Signs (but
not the power/electricity to the Shared Signs) in good order and repair and (b) the Owner of Parcel 1 shall
maintain and repair the Temporary Detention Basin for the period commencing on completion of the Site
Work Improvements (as defined in the Development agreement) through the date where such Temporary
Detention Basin is no longer required by the applicable Governmental Authorities.
6.3. Indemnity Against Liens: Each Owner shall indemnify, defend, protect and hold all other
Owners and Occupants harmless for, from and against any and all Claims in connection with any and all
liens arising out of any work performed, materials furnished to or obligations incurred b y such Owner in
connection with the operation and maintenance of the Common Area hereunder.
6.4. Annual Maintenance Fees to Owner of Home Depot Parcel: On or before January 1st of
each calendar year following the date that Home Depot opens for business to the public on the Home Depot
Parcel, each Owner of Parcel 1, Parcel 2, Parcel 3 and Parcel 4 shall each pay to the Owner of the Home
Depot Parcel, in advance, the sum of $5,000.00 (the “Annual HD Maintenance Fee”), as such Owner’s
contribution toward the cost of the maintenance of the Permanent Drive(s) and the Shared Signs. The
receipt of an invoice from the Owner of the Home Depot Parcel shall not be a condition to Owner’s obligation
to pay the Annual HD Maintenance Fee on each January 1st as provided herein. The Annual HD
Maintenance Fee for each Parcel 1, Parcel 2, Parcel 3 and Parcel 4 shall be increased, commencing on
January 1, 2031 and each fifth (5th) anniversary thereafter (i.e., January 1, 2036, January 1, 2041, etc.), to
an amount equal to 105% of the Annual HD Maintenance Fee for each such Parcel for the period prior to
such adjustment.
7. LIGHTING
After completion of the exterior lighting system on its Parcel, each Owner within the HD Center
hereby covenants and agrees to keep its Parcel fully illuminated each day from dusk to at least 11:00 p.m.
unless the Consenting Owners agree upon a different t ime. Each Owner within the HD Center further
agrees to keep any exterior Building security lights on from dusk until dawn. During the term of this
Agreement, each Owner within the HD Center grants an irrevocable license to each other Owner for the
purpose of permitting the lighting from one Parcel within the HD Center to incidentally shine on the adjoining
Parcels within the HD Center. Unless otherwise approved in writing by the Owner of the Home Depot Parcel,
all exterior lighting fixtures and facilities on any portion of the HD Center shall be of the type installed on
the Home Depot Parcel.
8. PAYMENT OF TAXES
8.1. Taxes and Assessments: Each Owner shall pay direct to the tax collector, prior to
delinquency, the real property taxes and other special taxes and assessments levied and assessed against
the Owner’s Parcel; subject, however, to the right of any such Owner to contest the amount or validity of all
or any, part of said taxes and assessments.
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8.2. Failure to Pay Taxes and Assessments: Each Owner shall indemnify, defend, protect and
hold all other Owners and Occupants harmless for, from and against any and all Claims in connection with
any and all liens arising out of the failure of an Owner to pay prior to delinquency, all taxes and assessments
described in Section 8.1 above.
9. SUCCESSORS AND ASSIGNS; LIMITATION ON RELEASE
This Agreement and the Easements and Restrictions created hereby shall inure to the benefit of
and be binding upon the Owners, their heirs, personal representatives, Occupants, successors and assigns,
and upon any Person acquiring a Parcel, or any portion thereof, or any interest therein, whether by operation
of law or otherwise; provided, however, that if any Owner sells all or any portion of its interest in any Parcel,
then at such time as the selling Owner executes and delivers to the Consenting Owners a written statement
in which the name and address of the new Owner, the effective date of the conveyance, the Parcel
conveyed, and, if applicable, the name of a new Owner who has taken the position of Consenting Owners
as provided pursuant to the terms of this Agreement, such Owner shall thereupon be released and
discharged from any and all obligations as Owner in connection with the property sold by it arising under
this Agreement after the sale and conveyance of title but shall remain liable for all obligations arising under
this Agreement prior to the sale and conveyance of title. The new Owner of any such Parcel or any portion
thereof (including, without limitation, any Owner who acquires its interest by foreclosure, trustee’s sale or
otherwise) shall be liable for all obligations arising under this Agreement with respect to such Parcel or
portion thereof after the date of sale and conveyance of title. Failure to deliver any such written statement
shall not affect the running of any covenants herein with the land, nor shall such failure negate, modify or
otherwise affect the liability of the new Owner pursuant to the provisions of this Agreement, but such failure
shall constitute a default by conveying Owner resulting in continued liability hereunder.
10. DEFAULT
10.1. Default: In the event any Owner or Occupant fails to perform any other provision of this
Agreement, which failure continues for a period of ten (10) days’ after receipt of written notice specifying
the particulars of such failure, such failure shall constitute a default and any other Owner or Prime Lessee
may thereafter institute legal action against the defaulting Owner or Occupant for specific performance,
declaratory or injunctive relief, monetary damages or any other remedy provided by law; provided, however,
that the defaulting Owner or Occupant shall not be deemed to be in default if such failure to perform cannot
be rectified within said ten (10) day period and such Owner or Occupant is diligently proceeding to rectify
the particulars of such failure and rectifies same within a period not to exceed thirty (30) days; provided
further, however, that in the event of an emergency, such failure shall be deemed a default if such failure
is not rectified in a period reasonable for the nature and circumstances of such emergency (by way of
example, but not as a limitation, the failure to promptly remove snow or otherwise maintain the Common
Area such that Owners, Occupants and Permittees can utilize the reciprocal easements granted in Section
3.1 above shall constitute an emergency).
10.2. Self-Help: If an Owner or Occupant of any Parcel fails to perform any provision of this
Agreement, then, upon the expiration of the cure period provided in Section 10.1, and upon an additional
ten (10) days prior written notice (except that no additional notice shall be required in an emergency), any
Consenting Owner shall have the right, but not the obligation, to enter upon the defaulting Owner’s or
Occupant’s Parcel to cure such default for the account of and at the expense of the Owner or Occupant of
such Parcel. If a Consenting Owner exercises its self-help right, then, within ten (10) days after receipt of
an invoice from such Consenting Owner, the defaulting Owner and/or Occupant shall reimburse to such
Consenting Owner all costs reasonably incurred by the Consenting Owner in curing such default, plus an
administrative fee equal to fifteen percent (15%) of such costs. Furthermore, the Consenting Owner shall
have the right, if such invoice is not paid within said ten (10) day period, to record a lien on the Parcel of
the defaulting Owner and/or Occupant for the amount of the unpaid costs incurred by the Consenting Owner
pursuant to this Section 10.2 and the administrative fee, together with accrued interest at the Default Rate.
10.3. Remedies Cumulative: In addition to the remedies set forth in this Agreement, each Person
entitled to enforce this Agreement shall be entitled to exercise all other remedies provided by law or in
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equity to the same extent as if fully set forth herein word for word. No remedy herein conferred upon, or
reserved to any Person shall exclude any other remedy herein, by law or in equity, but each shall be
cumulative.
11. LIEN FOR EXPENSES OR TAXES
11.1. Effectiveness of Lien: The liens provided for in Section 10.2 above shall only be effective
when filed as a claim of lien against the defaulting Owner or Occupant in the Records, signed and verified,
which shall contain at least:
(a) An itemized statement of all amounts due and payable pursuant hereto;
(b) A description sufficient for identification of that portion of the real property of the
defaulting Owner which is the subject of the lien;
(c) The name of the Owner or Occupant of the property which is the subject of the
lien; and
(d) The name and address of the Owner or Party recording the claim of lien.
The lien shall attach from the date a claim of a lien is recorded and may be enforced in any manner
allowed by law, including, but not limited to, by suit in the nature of an action to foreclose a mortgage or
mechanic’s lien under the applicable provisions of the laws of Idaho. The Owner or Party who recorded the
claim of lien shall release the claim of lien once the costs and expenses secured by the lien have been paid
in full.
11.2. Priority of Lien: The claim of lien, when so established against the real property described
in the claim of lien, shall be prior and superior to any right, title, interest, lien or claim which may be or has
been acquired or attached to such real property after the time of filing the claim of lien, and shall be
subordinate to any others. The claim of lien shall be for the use and benefit of the Person curing the default
of the Owner in default.
12. LIABILITY INSURANCE; INDEMNIFICATION
12.1. Liability Insurance:
(a) Each Owner shall maintain or cause to be maintained commercial general liability
insurance with broad form coverage insuring against claims on account of bodily injury or death, personal
and advertising injury, property damage or destruction, and contractu al liability (i.e., exclusions for liability
assumed under contract must be deleted) that may arise from, or be related to (i) the conduct of the Owner
and/or Occupants, or (ii) the condition, use or occupancy of each Owner’s Parcel (the “Owner’s Liability
Insurance”).
(b) The Owner’s Liability Insurance shall be carried by an insurance company or
companies qualified to do business in Idaho with a Best’s Key Rating Guide Property/Casualty (United
States) rating of at least A- and a financial rating of VIII or better (or a co mparable standard under an
international rating system), and have limits in an amount of not less than Two Million Dollars
($2,000,000.00) per occurrence and Five Million Dollars ($5,000,000.00) in the aggregate. The insurance
required pursuant to this Section 12.1 shall be at least as broad as the most commonly available ISO
Commercial General Liability policy form CG 00 01 0798 or its equivalent and shall include the following
provisions: (i) the policy may not be canceled or reduced in amount or coverage below the requirements of
this Agreement, without at least thirty (30) days’ prior written notice by the insurer to each insured and
additional insured (to the extent commercially available); (ii) severability of interests; (iii) an act or omission
of one of the insureds or additional insureds which would void or otherwise reduce coverage shall not
reduce or void the coverage as to the other insureds; (iv) name all other Owners as additional insureds
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(which shall include, with respect to a Parcel being leased by a Prime Lessee under a Prime Lease, the
record holder of fee simple title to a Parcel); and (v) endorsed to cover said Owner’s agreement to indemnify
as set out in this Agreement. Each Owner agrees to furnish to any other Owner requesting same evidence
that: (i) such insurance is in full force and effect; (ii) the premiums have been paid in full; and (iii) the
appropriate parties are designated as additional insureds. The Owners agree that such evidence being
readily available on the Internet shall be a satisfactory method of delivering such evidence. If not part of
such policy, the Owner’s Liability Insurance shall have at least the following endorsements: (i) deleting any
employee exclusion on personal injury coverage; (ii) including coverage for injuries to or caused by
employees; (iii) providing for blanket contractual liability coverage (including all of an Owner’s indemnity
obligations contained in this Agreement), broad form property damage coverage and products completed
operation and personal injury coverage; (iv) providing for coverage of employer’s automobile non -
ownership liability; and (v) if the use of a Parcel includes the sale of alcoholic beverages, including coverage
for employer’s liability, host liquor liability, liquor liability and so-called “dram shop” liability coverage with a
limit of not less than Three Million Dollars ($2,000,000.00) per occurrence. The Owner’s Liability Insurance
shall be written on an “occurrence” basis form and not on a “claims made” form. The insurance referenced
in this Section 12.1 may be provided under (i) an individual policy specifically covering such Owner’s
Parcel, (ii) a blanket policy or policies which includes other liabilities, properties and locations of such
Owner; so long as the amount and coverage of insurance required to be carried hereunder is not
diminished, (iii) a plan of self-insurance satisfying the criteria set forth in Section 12.1(c) below, or (iv) a
combination of any of the foregoing insurance programs. To the extent any deductible is permitted or
allowed as a part of any insurance policy carried by an Owner in compliance with this Article 12, such
Owner shall be deemed to be covering the amount thereof under an informal plan of self -insurance;
provided, however, that in no event shall any deductible exceed one percent (1%) of an Owner’s net worth
unless such Owner complies with the requirements regarding self-insurance pursuant to Section 12.1(c)
below.
(c) A Consenting Owner shall have the right to self-insure part or all or any of the
insurance required to be maintained by a Consenting Owner pursuant to this Agreement (including, without
limitation, the insurance required pursuant to Section 13.3) so long as such Consenting Owner, singly or
together with its parent corporation, maintains (i) a net worth of at least One Hundred Million Dollars
($100,000,000), as shown in its most recent audited financial statement, or if such Consenting Owner’s
financial statements are reported on a consolidated basis with a parent corporation, then as set forth in the
annual report of its parent corporation or certified by an officer of such Consenting Owner, or (ii) a market
capitalization of at least One Billion Dollars ($1,000,000,000.00).
12.2. Insurance Coverage During Construction:
(a) Prior to commencing any construction activities within the HD Center, each such
Owner or Occupant shall obtain or require its contractor to obtain and thereafter maintain, so long as such
construction activity is occurring, at least the minimum insurance coverages set forth below:
(i) Workers’ compensation and employer’s liability insurance:
(A) Worker’s compensation insurance as required by any applicable
law or regulation.
(B) Employer’s liability insurance in the amount of One Million Dollars
($1,000,000.00) each accident for bodily injury, One Million Dollars ($1,000,000.00) policy limit for bodily
injury by disease, and One Million Dollars ($1,000,000.00) each employee for bo dily injury by disease.
(ii) General liability insurance: Commercial General Liability insurance
covering all operations by or on behalf of the general contractor, which shall include the following minimum
limits of liability and coverages:
(A) Required coverages:
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(1) Premises and Operations;
(2) Products and Completed Operations;
(3) Contractual Liability insuring the indemnity obligations
assumed by contractor under the contract documents;
(4) Broad Form Property Damage (including Completed
Operations);
(5) Explosion, Collapse and Underground Hazards;
(6) Personal Injury Liability; and
(7) Builders Risk
(B) Minimum limits of liability:
(1) Two Million Dollars ($2,000,000.00) per occurrence.
(2) Five Million Dollars ($5,000,000.00) aggregate for
Products and Completed Operations (which shall be maintained for a three (3) year period following final
completion of the work),
(3) Five Million Dollars ($5,000,000.00) general aggregate
applied separately to the HD Center.
(iii) Automobile Liability Insurance: Automobile liability insurance (bodily injury
and property damage liability) including coverage for owned, hired, and non-owned automobiles, with limits
of liability of not less than One Million Dollars ($1,000,000.00) combined single limit each accident for bodily
injury and property damage combined. The general contractor shall require each of its subcontractors to
include in their liability insurance policies coverage for automobile contractual liability.
(iv) Umbrella/Excess Liability Insurance: The general contractor shall also
carry umbrella/excess liability insurance in the amount of Five Million Dollars ($5,000,000.00). If there is no
per project aggregate under the Commercial General Liability policy, the limit shall be Ten Million Dollars
($10,000,000.00).
(b) If the construction activity involves the use of another Owner’s Parcel, the Owner
of such other Parcel shall be added as an additional insured (to the extent commercially available) and
such insurance shall provide that the insurance shall not be canceled , or reduced in amount or coverage
below the requirements of this Agreement without at least thirty (30) days’ prior written notice to the insureds
and each additional insured. The form of additional insured endorsement shall be ISO Form CG 2026 1185
or its equivalent. If such insurance is canceled or expires, the constructing Owner shall immediately stop
all work on or use of the other Owner’s Parcel until either the required insurance is reinstated or replacement
insurance obtained. The general contractor shall supply each Owner with certificate(s) of insurance with
respect to all insurance required by this Section 12.2.
12.3. Indemnification by Owners: Subject to the provisions of Section 13.4 below regarding
waiver of subrogation with respect to damage to property, each Owner shall defend, indemnify, protect and
hold the other Owners and Occupants harmless for, from and against any and all Claims in connection with
the loss of life, personal injury and/or damage to property (i) arising from or out of any occurrence in or
upon the indemnifying Owner’s Parcel, including an Owner’s or Occupant’s own negligence; (ii) occasioned
wholly by any negligent or willful act or omission of the indemnifying Owner, its Occupants or their respective
its agents, contractors, servants or employees; or (iii) in connection with the failure to comply with the
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provisions of this Agreement. If a Consenting Owner shall, without fault, be made a party to any litigation
commenced by or against the Owner or Occupants of another Parcel, or if a Consenting Owner shall, in its
reasonable discretion, determine that it must intervene in such litigation to protect its interest hereunder,
the indemnifying Owner shall defend such Consenting Owner using attorneys reasonably satisfactory to
such Consenting Owner and shall pay all costs, expenses and reasonable attorneys’ fees a nd costs in
connection with such litigation. A Consenting Owner shall have the right to engage its own attorneys in
connection with any of the provisions of this Section 12.3 or any of the provisions of this Agreement,
including, but not limited to, any defense of or intervention by such Consenting Owner, notwithstanding any
contrary provisions of the laws or court decisions of Idaho.
13. PROPERTY DAMAGE AND EMINENT DOMAIN
13.1. Damage to Buildings: If any of the Buildings located on any Parcel within the HD Center
are damaged or destroyed by fire or other cause, the Owner of such Parcel shall promptly cause either (i)
the repair, restoration, or rebuilding of the Building so damaged or destroyed to a condition and an
architectural style existing immediately prior to the damage or destruction, (ii) the rebuilding of a completely
new Building (subject to the approval process set forth in this Agreement), or (iii) the razing of any damaged
Building, the filling of any excavation, and performance of any other work necessary to put such portion of
the HD Center in a clean, sightly and safe condition. All Building Areas on which Buildings are not
reconstructed following a casualty or Taking (as defined in Section 13.5 below) within the HD Center shall
be (i) graded or caused to be graded by the Owner thereof to the level of the adjoining property and in such
a manner as not to adversely affect the drainage of the HD Center or any portion thereof, (ii) cover ed by
decomposed granite, gravel, sod, hydroseed or as otherwise permitted by Governmental Regulations, and
(iii) kept weed free and clean at the subject Owner’s sole cost and expense until such time as Buildings are
reconstructed thereon.
13.2. Casualty Damage to Common Area: In the event any of the Common Area within the HD
center is damaged or destroyed by any cause whatsoever, whether insured or uninsured, during the term
of this Agreement, the Owner upon whose Parcel such Common Area is located shall repair or restore suc h
Common Area at its sole cost and expense with all due diligence. Except to the extent limited by Section
13.4 below, in the event such damage or destruction of Common Area within the HD Center is caused
wholly by the negligent or willful act of another Owner, Occupant or third Person, the Owner obligated to
make such repair or restoration reserves and retains the right to proceed against such other Owner or third
Person for indemnity, contribution or damages.
13.3. Property Insurance: To assure performance of their respective obligations under Sections
13.1 and 13.2 above, the Owners of the respective Parcels within the HD Center shall cause to be carried
“all-risk” property insurance or its equivalent in an amount equal to 100% of the replacement cost (excluding
footings, foundations or excavations) of all Buildings and Improvements (including Common Area
improvements) on their respective Parcels within the HD Center, except if the Owner of said Parcel, or
party responsible for any required restorations, is permitted to “self-insure” pursuant to Section 12.1(c).
The insurance referenced in this Section 13.3 may be provided under (i) an individual policy covering this
location, (ii) a blanket policy or policies which includes other liabilities, properties and locations of such
Owner; so long as the amount and coverage of insurance required to be carried hereu nder is not
diminished, (iii) a plan of self-insurance satisfying the criteria set forth in Section 12.1(c) above, or (iv) a
combination of any of the foregoing insurance programs. To the extent any deductible is permitted or
allowed as a part of any insurance policy carried by an Owner in compliance with Article 13, such Owner
shall be deemed to be covering the amount thereof under an informal plan of self -insurance; provided,
however, that in no event shall any deductible exceed one percent (1%) of an Owner’s net worth unless
such Owner complies with the requirements regarding self-insurance pursuant to Section 12.1(c) above.
The Owner’s property insurance shall be carried by an insurance company or companies qualified to do
business in Idaho with a Best’s Key Rating Guide Property/Casualty (United States) rating of at least A-
and a financial rating of VIII or better (or a comparable standard under an international rating system).
13.4. Waiver of Subrogation: The Owners and Occupants each hereby waive any rights one may
have against the other on account of any loss or damage occurring to an individual Owner or Occupant, or
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its respective property, either real or personal, arising from any risk generally covered by ISO Special Form
Causes of Loss, CP 1030 0695 or its equivalent and from any risk covered by property insurance then in
effect. In addition, the Owners and Occupants, for themselves and on behalf of their respective insurance
companies, waive any right of subrogation that any insurance company may have against the Owners and
Occupants. It is the intent of the parties that with respect to any loss from a named peril required to be
covered under a policy of property insurance, the parties shall look solely to their respective insurance
company for recovery. The foregoing waivers of subrogation shall be operative only so long as available in
the state of Idaho, and provided further that no policy of insurance is invalidated thereby.
13.5. Eminent Domain: In the event the whole or any part of the HD Center shall be taken or
damaged by right of eminent domain or any similar authority of law or any transfer in lieu thereof (a
“Taking”), the entire award for the value of the land and improvements so taken shall belong to the Owner
of the Parcel so taken or to such Owner’s Lienholders or Occupants, as they may have agreed between or
among themselves, and in the absence of any such agreement, as provided by law, and no other Owner
shall have a right to claim any portion of such award by virtue of any interest created by this Agreement.
Any Owner of a Parcel within the HD Center which is not the subject of a Taking may, however, file a
collateral claim with the condemning authority over and above th e value of the Parcel (or portion thereof)
being so taken to the extent of any damage suffered by such Owner resulting from the severance of the
land or improvements so taken. In the event of a partial Taking, the Owner of the portion of the HD Center
so taken shall restore the Improvements located on the Common Area of the Owner’s Parcel as nearly as
possible to the condition existing prior to the Taking to insure the continued ingress/egress to, from and
between all areas of the HD Center to the extent re asonably feasible, without contribution from any other
Owner.
14. GENERAL PROVISIONS
14.1. Covenants Run With the Land: The terms of this Agreement and each Restriction and
Easement on each Parcel shall be a burden on that Parcel, shall be appurtenant to and for the benefit of
the other Parcels and each part thereof, and shall run with the land.
14.2. No Public Dedication: Nothing contained in this Agreement shall be deemed to be a gift or
dedication of any portion of the HD Center or of any Parcel or portion thereof to the general public, or for
any public use or purpose whatsoever, it being the intention of the parties t hat this Agreement shall be
strictly limited to and for the purposes herein expressed. An Owner shall have the right to close, if
necessary, all or any portion of its Parcel from time to time as may be necessary, in the opinion of such
Owner, to prevent a dedication thereof or the accrual of any rights of the public therein.
14.3. Duration: Except as otherwise provided herein, the term of this Agreement shall be for
sixty-five (65) years (the “Primary Period”) from the date hereof. Notwithstanding the foregoing, upon the
expiration of the Primary Period, the term of this Agreement shall automatically renew for successive
periods of ten (10) years each (each such period being referred to as an “Extension Period”) unless, at
least ninety (90) days prior to the date of expiration of the Primary Period or Extension Period then in effect,
the Consenting Owners deliver to the other Owners written notice of termination, in which event, this
Agreement shall automatically expire at the end of the Primary Period or Extension Period then in effect.
Upon termination of this Agreement, all rights and privileges derived from and all duties and obligations
created and imposed by the provisions of this Agreement shall terminate and have no further force or effect;
provided, however, that the termination of this Agreement shall not limit or affect any remedy at law or in
equity that an Owner may have against any other Owner with respect to any liability or obligation arising or
to be performed under this Agreement prior to the date of such termination, and, provided further, that the
access easements and the rights and duties related thereto as provided in Section 3.1, the sign easements
and the rights and duties related thereto as provided in Sections 3.4 and 4.3, and the utility easements
and the rights and duties related thereto as provided in Section 3.3 shall continue in effect in perpetuity as
to those access easements, signs and utility lines actually in use at the time of the termination of this
Agreement until such time as such access easements, signs and utility lines are abandoned or ceased to
be used to serve a Building.
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14.4. Injunctive Relief: In the event of any violation or threatened violation by any Person of any
of the Easements, Restrictions or other terms of this Agreement, any or all of the Owners and Prime
Lessees of the property included within the Development shall have the right to enjoin such violation or
threatened violation in a court of competent jurisdiction. The right of injunction shall be in addition to all
other remedies set forth in this Agreement or provided by law or in equity.
14.5. Modification and Termination: Notwithstanding the provisions of Section 14.6 below, this
Agreement may not be modified in any respect whatsoever or terminated, in whole or in part, except with
the consent of all of the Consenting Owners (and, if applicable, the Prime Lessees of a Consenting Owner’s
Parcel) at the time of such modification or termination, and then only by written instrument duly executed
and acknowledged by all of the Consenting Owners and Prime Lessees and recorded in the Records. No
modification or termination of this Agreement as provided herein shall adversely affect the rights of any
senior Lienholder unless such Lienholder consents in writing to the modification or termination.
14.6. Method of Approval: Unless otherwise provided in this Agreement, whenever approval,
consent or satisfaction (collectively, an “approval”) is specifically required of an Owner pursuant to the
express terms of this Agreement (or any Exhibit hereto), it shall not be unreasonably withheld, conditioned
or delayed. Unless provision is made for a specific time period, approval or disapproval sha ll be given within
forty-five (45) days after receipt of written request for approval, provided, however, for purposes of this
Section 14.6, as between the Consenting Owners, all references to “forty-five (45) days” shall be deemed
to be “thirty (30) days”. If an Owner neither approves nor disapproves within the required time period, then
the Owner requesting approval shall have the right to send a second written request for approval. If such
second request states on its face in all capital letters that failure to respond thereto within fifteen (15) days
shall be deemed approval, then the failure to respond within such fiftee n (15) day period shall constitute
the approval of the Owner from whom approval was requested. Except with respect to approvals which are
deemed approved pursuant to the preceding sentence, all approvals (including conditional approvals) and
disapprovals shall not be effective unless given or made in writing. If an Owner disapproves, the reasons
therefor shall be stated in reasonable detail in writing. An Owner’s approval of any act or request by another
Owner shall not be deemed to waive or render unnecessary approval of any similar or subsequent acts or
requests. Since the submission of a proposed amendment to the Parties is not an item of “consent” or
“approval”, each Party may consider any proposed amendment to this Agreement in its sole and absolute
discretion without regard to reasonableness or timeliness.
14.7. Multiple Owners: In the event the Owner of the Home Depot Parcel sells the Home Depot
Parcel and becomes the Prime Lessee thereon, said Prime Lessee is hereby appointed the entity to cast
the vote or consent or give the consent for said Parcel on behalf of the Owner of the Home Depot Parcel f
and is hereby granted all of the rights and remedies granted to the Owner of the Home Depot Parcel so
long as it is the Prime Lessee of the Home Depot Parcel, anything in this Agreement to the contrary
notwithstanding. If fee simple title to a Parcel or a part thereof is held by more than one Person as tenants
in common or as joint tenants, the Person or Persons holding at least fifty one percent (51%) of the
ownership interest in the Parcel or part thereof shall, in writing, designate one of their number to represent
all owners of the Parcel or part thereof and such designated Person shall be deemed to be the Owner for
such Parcel or part thereof authorized to give consents and/or approvals pursuant to this Agreement for
such Parcel.
14.8. Estoppel Certificates: Any Consenting Owner may, at any time and from time to time, in
connection with the sale or lease of the Owner’s Parcel, or in connection with the financing or refinancing
of the Owner’s Parcel by bona fide mortgage, deed of trust or sale-leaseback made in good faith and for
value, deliver written notice to the other Owners requesting such Owners to execute certificates certifying
that to the best knowledge of the other Owners, (i) neither the requesting Owner nor any other Owner is i n
default in the performance of its obligations under this Agreement, or, if a default is alleged, specifically
describing the nature and amount thereof, and (ii) confirming that this Agreement has not been amended
(or, if so, identifying the amendments), and is in full force and effect. Each Owner shall execute and return
such a certificate within thirty (30) days after receipt of a request therefore. The Owners acknowledge that
such certificates may be relied upon by transferees, mortgagees, deed of trust beneficiaries and leaseback
lessors. Such statement shall act as a waiver of any claim by the Person furnishing it to the extent such
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claim is based upon facts contrary to those asserted in the statement and to the extent the claim is asserted
against a bona fide encumbrancer or purchaser for value without knowledge of facts to the contrary of those
contained in the statement and who has acted in reasonable reliance upon the statement. The issuance of
an estoppel certificate shall in no event subject the Person furnishing it to any liability for the negligent or
inadvertent failure of such Person to disclose correct and/or relevant inform ation (but it shall estop such
person from making assertions contrary to those set forth in the certificate for the period covered by the
certificate), nor shall such issuance be construed to waive any rights of the issuer to challenge acts
committed by other Owners for which approval by the Consenting Owners was required but not sought or
obtained.
14.9. Breach Shall Not Permit Termination: It is expressly agreed that a breach of this Agreement
shall not entitle any Owner to terminate this Agreement, but such limitation shall not affect in any manner
any other rights or remedies which such Owner may have hereunder by reason of any breach of this
Agreement. Any breach of this Agreement shall not defeat or render invalid the lien of any mortgage or
deed of trust made in good faith for value, but this Agreement shall be binding upon and be effective against
any Owner whose title is acquired by foreclosure, trustee’s sale or otherwise.
14.10. Notices:
(a) All notices given pursuant to this Agreement shall be in writing and shall be given
by personal delivery, by United States mail or United States express mail postage or delivery charge
prepaid, return receipt requested, or by an established express deliver y service (such as Federal Express
or United Parcel Service), sent to the person and address or, in the absence of such designation, to the
person and address shown on the then current real property tax rolls of Madison County, Idaho. The Parties
expressly agree that notices given by attorneys on behalf of their client(s) in the manner provided in this
subsection are effective and recognized notice pursuant to this Agreement. All notices to NRCP and the
Owner of the Home Depot Parcel shall be sent to the person and address set forth below:
NRCP: North Rexburg Commercial Property, LLC
1568 E. 17th Street
Idaho Falls, ID 83404
Attn.: Chief Legal Officer
With a Copy To:
North Rexburg Commercial Property, LLC
Chief Real Estate Officer
1568 E. 17th Street
Idaho Falls, ID 83404
Home Depot: Home Depot U.S.A., Inc.
2455 Paces Ferry Road, C-19
Atlanta, Georgia 30339-4024
Attention: Property Management
Store No.: ____________
With a Copy To:
Home Depot U.S.A., Inc.
2455 Paces Ferry Road, C-19
Atlanta, Georgia 30339-4024
Attention: Real Estate Legal
Store No.: ____________
26
The Person and address to which notices are to be given may be changed at any time by any Party
upon written notice to the other Parties. All notices given pursuant to this Agreement shall be deemed given
upon receipt.
(b) For the purpose of this Agreement, the term “receipt” shall mean the earlier of any
of the following: (i) the date of delivery of the notice or other document to the address specified pursuant to
subparagraph (a) above as shown on the return receipt, (ii) the date of actual receipt of the notice or other
document by the person or entity specified pursuant to this Section, or (iii) in the case of refusal to accept
delivery or inability to deliver the notice or other document, the earlier of (A) the date of t he attempted
delivery or refusal to accept delivery, (B) the date of the postmark on the return receipt, or (C) the date of
receipt of notice of refusal or notice of non-delivery by the sending party.
14.11. Waiver: The failure of a Person to insist upon strict performance of any of the Restrictions
or other terms and provisions contained herein shall not be deemed a waiver of any rights or remedies that
said Person may have, and shall not be deemed a waiver of any subsequent breach or default in the
performance of any of the Restrictions or other terms and provisions contained herein by the same or any
other Person.
14.12. Attorneys’ Fees: In the event any Person initiates or defends any legal action or proceeding
to enforce or interpret any of the terms of this Agreement, all parties to such action or proceeding shall bear
their own attorneys’ fees and costs.
14.13. Severability: If any term or provision of this Agreement or the application of it to any person
or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the
application of such term or provision to persons or circumstances, other than those as to which it is invalid
or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be
valid and shall be enforced to the extent permitted by law.
14.14. Not a Partnership: The provisions of this Agreement are not intended to create, nor shall
they be in any way interpreted or construed to create, a joint venture, partnership, or any other similar
relationship between the Parties. Each Party shall be considered a separate p arty and no Party shall have
the right to act as agent for another, unless expressly authorized to do so herein or by separate written
instrument signed by the Party to be charged. Except as herein specifically provided, no privileges or
immunities set forth herein shall inure to the benefit of any customer, employee, guest, licensee or invitee
of any Owner or Occupant of any portion of the Development, nor shall any customer, employee, guest,
licensee or invitee of such Owner or Occupant be deemed to be a third party beneficiary of any of the
provisions contained herein.
14.15. Captions and Headings: The captions and headings in this Agreement are for reference
only and shall not be deemed to define or limit the scope or intent of any of the terms, covenants, conditions
or agreements contained herein.
14.16. Interpretation: Whenever the context requires construing the provisions of this Agreement,
the use of a gender shall include both genders, use of the singular shall include the plural, and the use of
the plural shall include the singular. The word “including” shall be construed inclusively, and not in limitation,
whether or not the words “without limitation” or “but not limited to” (or words of similar importance) are used
with respect thereto. The provisions of this Agreement shall be construed as a whole and not strictly for or
against any party. Unless otherwise provided, references to Articles and Sections refer to the Articles and
Sections of this Agreement.
14.17. Entire Agreement: This Agreement contains the entire agreement between the parties
hereto and supersedes all prior agreements, oral or written, with respect to the Easements, Restrictions
and other terms and conditions contained in this Agreement affecting the Parcels.
27
14.18. Joint and Several Obligations: In the event any party hereto is composed of more than one
person, the obligations of said party shall be joint and several.
14.19. Recordation: This Agreement shall be recorded in the Records.
14.20. Limitation on Liability: Except as specifically provided below, there shall be absolutely no
corporate or personal liability of persons or corporations who constitute a respective Consenting Owner
hereunder, including, but not limited to, officers, directors, members, managers, employees or agents
thereof, with respect to any of the terms, covenants, conditions and provisions of this Agreement. In the
event of a default of a respective Consenting Owner hereunder, the Owner who seeks recovery from such
Consenting Owner shall look solely to the interest of such Consenting Owner in such Consenting Owner’s
Parcel for the satisfaction of each and every remedy of the non -defaulting Owner; provided, however, the
foregoing shall not in any way impair, limit or prejudice the right of any O wner (i) to pursue equitable relief
in connection with any Restriction of this Agreement, including a proceeding for a temporary restraining
order, preliminary injunction, permanent injunction or specific performance; and (ii) to recover from such
Consenting Owner all losses suffered, liabilities incurred or costs imposed arising out of or in connection
with, or on account of, a Consenting Owner’s breach of its obligation to carry Owner Liability Insurance, or
to fund its self-insurance obligation, if applicable.
14.21. Lienholder Protection: This Agreement and the Easements and Restrictions established
hereby with respect to each Owner and Parcel, shall be superior and senior to any lien placed upon any
Parcel, including the lien of any mortgage or deed of trust. Notwithstanding the foregoing, no breach hereof
shall defeat, render invalid, diminish or impair the lien of any mortgage or deed of trust made in good faith
and for value, but all the Easements and Restrictions and other provisions, terms and conditions containe d
in this Agreement shall be binding upon and effective against any Person (including, but not limited to, any
mortgagee or beneficiary under a deed of trust) who acquires title to any Parcel or any portion thereof by
foreclosure, trustee’s sale, deed in lieu of foreclosure, or otherwise.
14.22. Variances: Where appropriate, the Consenting Owners may, in their sole and absolute
discretion, grant written variances to the provisions this Agreement (in lieu of an amendment), signed by all
of the Consenting Owners, where strict adherence to the requirements of this Agreement or any
architectural standards established by the Consenting Owners would, in the judgment of the Consenting
Owners, cause undue hardship or not be appropriate under the circumstances. Such variances shall
include, without limitation, modifying the Building Areas. The granting of a waiver or variance to one Owner
shall not automatically entitle another Owner to the same waiver or variance, it being understood that each
request for a waiver or variance shall be treated on its own individual merits.
14.23. Time of Essence: Time is of the essence with respect to the performance of each obligation
of this Agreement.
14.24. Hazardous Materials:
(a) Each Owner of a Parcel agrees to (i) comply with all Governmental Regulations
related to the use, storage, treatment, transportation, removal or disposal of Hazardous Materials (as said
term is hereinafter defined); (ii) give notice to the Consenting Owner s immediately upon Owner’s acquiring
knowledge of the Hazardous Materials Contamination (as said term is hereinafter defined) with a full
description thereof; and (iii) promptly, at such Owner’s sole cost and expense, to comply with the
requirements of any governmental laws, rules or regulations requiring the removal, treatment or disposal
of such Hazardous Materials or Hazardous Materials Contamination and provide the Owner with
satisfactory evidence of such compliance.
(b) Each Owner shall defend, indemnify and hold harmless the other Owner from and
against any and all liabilities (including strict liability), suits, actions, claims, demands, penalties, damages
(including, without limitation, interest, penalties, fines and m onetary sanctions), losses, costs or expenses
(including, without limitation, consultants’ fees, investigation and laboratory fees, reasonable attorneys’ fees
and remedial costs) the foregoing are hereinafter collectively referred to as “Liabilities”) which may now or
28
in the future be incurred or suffered by the other Owner by reason of, resulting from, in connection with, or
arising in any manner whatsoever out of the breach of any covenant of an Owner contained in or referred
to in this Section 14.24 or which may be asserted as a direct or indirect result of the presence on or under,
or escape, seepage, leakage, spillage, discharge, emission or release from the Owner’s Parcel of any
Hazardous Materials or any Hazardous Materials Contamination or arise out of or result from the
environmental condition of the Owner’s Parcel, whether or not occasioned wholly or in part by any condition,
accident or event caused by an act or omission of the Owner or any Occupants of its Parcel.
(c) The term “Hazardous Materials” shall be interpreted broadly to include, but not
be limited to, any material or substance that is defined, regulated or classified under any applicable federal,
state or local laws and the regulations promulgated thereunder as (i) a “hazardous substance” pursuant to
section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
section 9601(14); the Federal Water Pollution Control Act, 33 U.S.C., section 1321(14), as now or hereafter
amended; (ii) a “hazardous waste” pursuant to section 1004 or section 3001 of the Resource Conservation
and Recovery Act, 42 U.S.C., sections 6902(5), 6921, as now or hereafter amended; (iii) toxic pollutant
under section 307(a)(1) of the Federal Water Pollution Control Act, 33 U.S.C., section 1317(a)(1), as now
or hereafter amended; (iv) a “hazardous air pollutant” under section 112 of the Clean Air Act, 42 U.S.C.,
section 7412(a)(6), as now or hereafter amended; (v) a “hazardous material” under the Hazardous
Materials Transportation Uniform Safety Act of 1990, 49 U.S.C., section 5102(2), as now or hereafter
amended; (vi) toxic or hazardous pursuant to regulations promulgated now or hereafter under the
aforementioned laws, or any state or local counterpart to any of the aforementioned laws; or (vii) presenting
a risk to human health or the environment under any other applicable federal, state or local laws, ordinances
or regulations, as now existing or as may be passed or promulgated in the future. Hazardous Mate rials
shall also mean any substance that after release into the environment or upon exposure, ingestion,
inhalation or assimilation, either directly from the environment or directly by ingestion through food chains,
will or may reasonably be anticipated to, cause death, disease, behavior abnormalities, cancer or genetic
abnormalities and specifically includes, but it not limited to, asbestos, polychlorinated biphenyls (“PCBs”),
radioactive materials, including radon and naturally occurring radio nuclides, n atural gas, natural gas
liquids, liquefied natural gas, synthetic gas, oil, petroleum and petroleum based derivatives and urea
formaldehyde.
(d) The term “Hazardous Materials Contamination” shall mean the contamination
(whether presently existing or hereafter occurring) of the Parcel’s facilities, soil, ground water, air or other
elements on or of the Parcel by Hazardous Materials in violation of applicable environmental laws or the
contamination of the buildings, facilities, soil, ground water, air or other elements on or of any other real
property as a result of Hazardous Materials at any time (whether before or after the date of this Agreement)
emanating from the Parcel.
14.25. Counterparts: This Agreement may be executed in one or more counterparts, each of
which may be executed by one or more of the parties hereto, with the same force and effect as though all
the parties executing such counterparts had executed but one instrument, provide d that all parties hereto
have executed a counterpart hereof. Signature and/or acknowledgment pages may be detached from such
counterpart and attached to this Agreement to physically form one legally effective document for recording
purposes.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
EXECUTED as of the Effective Date.
NRCP:
NORTH REXBURG COMMERCIAL PROPERTY,
LLC, an Idaho limited liability company
By:_____________________________
Eric Isom, Chief Real Estate Officer
ACKNOWLEDGMENT
STATE OF ________________
COUNTY OF ______________
THE FOREGOING INSTRUMENT was acknowledged before me this _____ day of
________, 2026, by Eric Isom, the Chief Real Estate Officer of North Rexburg Commercial Property, LLC,
who is personally known to me.
NOTARY PUBLIC [Signature Above]
State of
Print Name:
(NOTARIAL SEAL) My Commission Expires:
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
HOME DEPOT:
HOME DEPOT U.S.A., INC.,
a Delaware corporation
By:
Name:
Title:
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF COBB
THE FOREGOING INSTRUMENT was acknowledged before me this _____ day of
________, 2026, by ___________________, the _____________________ of Home Depot U.S.A., Inc., a
Delaware corporation, who is personally known to me.
NOTARY PUBLIC [Signature Above]
State of
Print Name:
(NOTARIAL SEAL) My Commission Expires:
EXHIBIT A
EXHIBIT A
SITE PLAN
SITE PLAN TO SHOW THE ITEMS BELOW. USE TERM IN UNDERLINE TO MATCH TERMINOLOGY
IN THE BODY OF THE REA. SITE PLAN ATTACHED BELOW TO TRACK PARCELS
• Home Depot Parcel
• Parcel 1
• Parcel 2
• Parcel 3
• Parcel 4
• Parcel 5
• Parcel 6
• Parcel 7
• Parcel 8
• Parcel 9
• Parcel B2
• Parcel B3
• Anchor B/C
• Temporary Detention Tract
• Permanent Drive
• Location of Shared Sign(s) in HD Center
• Future ROW
EXHIBIT B-1
EXHIBIT B-1
LEGAL DESCRIPTION OF DEVELOPMENT
[TO BE ATTACHED]
EXHIBIT B-2
EXHIBIT B-2
LEGAL DESCRIPTION OF HOME DEPOT PARCEL
[TO BE ATTACHED]
EXHIBIT B-3
EXHIBIT B-3
LEGAL DESCRIPTION OF PARCEL 1
[TO BE ATTACHED]
EXHIBIT B-4
EXHIBIT B-4
LEGAL DESCRIPTION OF PARCEL 2
[TO BE ATTACHED]
EXHIBIT B-5
EXHIBIT B-5
LEGAL DESCRIPTION OF PARCEL 3
[TO BE ATTACHED]
EXHIBIT B-6
EXHIBIT B-6
LEGAL DESCRIPTION OF PARCEL 4, PARCEL 5, PARCEL 6, PARCEL 7, PARCEL 8, PARCEL 9,
PARCEL B2, PARCEL B3 AND PARCEL ANCHOR B/C
[TO BE ATTACHED]
EXHIBIT C
EXHIBIT C
LOCATION OF HOME DEPOT PANEL LOCATION ON SHARED SIGN(S)
[TO BE ATTACHED]