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Application APPLICANT 4/23/2021
City of Springfield Development & Public Works 225 Fifth Street Springfield, OR 97477 Land Division Tentative Plan Partition, Subdivision SPRINGFIELD W 0#/ PApplication Type (Applicant: check ne artition Tentative Pre -Submittal: Subdivision Tentative Pre -Submittal: ID Partition Tentative Submittal: Subdivision Tentative Submittal: ❑ Required Project Information (Applicant., complete this section) Applicant Name: Bo Cromelin Phone: 310-857-4291 Company: BRFI Gateway LLC Fax: Address: 11611 San Vicente Blvd., Suite 900, Los Angeles, CA 90049 Applicant's Re .: Andrew Strout Phone: 541-746-0637 Company: Branch Engineering Fax: Address: 310 5th Street, Springfield OR, 97477 Property Owner: Bo Cromelin Phone: 310-857-4291 company: BRFI Gateway LLC I Fax: Address: 11611 San Vicente Blvd., Suite 900, Los Angeles, CA 90049 ASSESSOR'S MAP NO: 17-03-22 1 TAX LOT NOS :2109, 22003 22183 22193 2300 Property Address: 3000 Gateway Street, Springfield, OR 97477 Size of Property: 56.54 Acres 0 Square Feet ❑ Proposed Name of Subdivision: The Shoppes at Gateway DeSCf IPtIOn Of if you are filling in this form by hand, please attach your proposal description to this application. Pro osal: Subdivision based on lease boundaries Existing use: 3000 Gateway Street, Springfield, OR 97477 # of Lots/Parcels: 22 reaeoposed =11s densf parcels/ N/A # cmniell unies Si natures: Please sign and print your name and date in the appropriate Required Project Information (City Intake Staff., Associated Applications: box on the next aaqe. complete this section) Signs: Pre -Sub Case No.: Date: Reviewed by: Case No.: Date: Reviewed by: Application Fee: $ Technical Fee: $ Posta a Fee: $ TOTAL FEES: $ PROJECT NUMBER: Revised 1/7/14 kl 1 of 10 Owner Signatures This application form is used for both the required pre -submittal meeting and subsequent complete application submittal. Owner signatures are required at both stages in the application process. An application without the Owner's original signature will not be accepted. The undersigned acknowledges that the information in this application is correct and accurate for scheduling of the Pre- Submittal Meeting. If the applicant is not the owner, the owner hereby grants permission for the applicant to act In his/her behalf. I/we do hereby acknowledge that I/we are legally responsible for all statutory timellnes, info tion, requests and requirements conveyed to my representative. Owner: s� Date: q I ZI 12l Signature ` A DA N1 L. WI1ILL M Print Submittal represent this application to be complete fnr submittal to the City. Consistent with the rompleteness check performed on this application at the Pre-SoomlttaI Me dung, I affirm the information identified by the City as necessary for processing the application is provided herein or the information will not be provided if not otherwise contained within the submittal, and the City may begin processing the application with the Information as suWniLLed, Ihis statement serves as written notice pursuant W lire requirements of ORS 227.178 pertaining to a complete appllcatlon, Date: re Revised 1/7/14 kl 2 of 10 Land Division Tentative Application Process 1. Applicant Submits a Land Division Tentative Application for Pre -Submittal • The application must conform to the Land Division Tentative Submittal Requirements Checklist on pages 4-6 of this application packet. • A pre -submittal meeting to discuss completeness is mandatory, and pre -submittal meetings are conducted every Tuesday and Friday, from 10:00 am - noon. • Planning Division staff strives to conduct pre -submittal meetings within five to seven working days of receiving an application. 2. Applicant and the City Conduct the Pre -Submittal Meeting • The applicant, owner, and design team are strongly encouraged to attend the pre - submittal meeting. • The meeting is held with representatives from Public Works Engineering and Transportation, Community Services (Building), Fire Marshall's office, and the Planning Division and is scheduled for 30 to 60 minutes. The Planner provides the applicant with a Pre -Submittal Checklist specifying the items required to make the application complete if it is not already complete, and the applicant has 160 days submit a complete application to the City. 3. Applicant Submits a Complete Application, City Staff Review the Application and Issue a Decision • A complete application must conform to the Land Division Tentative Submittal Requirements Checklist on pages 4-6 of this application packet. • A Type II decision, made after public notice, but without a public hearing, unless appealed, is issued within 120 days of submittal of a complete application. • Mailed notice is provided to property owners and occupants within 300 feet of the property being reviewed and to any applicable neighborhood association. In addition, the applicant must post one sign, provided by the City, on the subject property. • There is a 14 -day public comment period, starting on the date notice is mailed. • Applications are distributed to the Development Review Committee, and their comments are incorporated into a decision that addresses all applicable approval criteria and/or development standards, as well as any written comments from those given notice. • Applications may be approved, approved with conditions, or denied. • At the applicant's request, the Planner can provide a copy of the draft land use decision prior to issuing the final land use decision. • The City mails the applicant and any party of standing a copy of the decision, which is effective on the day it is mailed. • The decision issued is the final decision of the City but may be appealed within 15 calendar days to the Planning Commission or Hearings Official. Revised 1/7/14 kl 3 of 10 Land Division Tentative Submittal Requirements Checklist NOTE: • ALL of the following items MUST be submitted for BOTH Pre -Submittal and Submittal. • If you feel an item on the list below does not apply to your specific application, please state the reason why and attach the explanation to this form. x❑ Application Fee - refer to the Development Code Fee Schedule for the appropriate fee calculation formula. A copy of the fee schedule is available at the Development & Public Works Department. Any applicable application, technology, and postage fees are collected at the pre -submittal and submittal stages. x❑ Land Division Tentative Application Form ❑x Narrative explaining the purpose of the proposed development, the existing use of the property, and any additional information that may have a bearing in determining the action to be taken. Density - list the size of property (acres), maximum allowable density and the density proposed. ® Copy of the Deed ® Copy of a Preliminary Title Report issued within the past 30 days documenting ownership and listing all encumbrances. ❑x Copy of the Land Division Plan Reduced to 81/2"x 11", which will be mailed as part of the required neighboring property notification packet. n/a ❑ Right -of -Way Approach Permit Application provided where the property has frontage on an Oregon Department of Transportation (ODOT) facility. x❑ Three (3) Copies of the Stormwater Management System Study with Completed Stormwater Scoping Sheet Attached - The plan, supporting calculations, and documentation must be consistent with the Engineering Design Standards and Procedures Manual. Wa❑ Three (3) Copies of the Traffic Impact Study prepared by a Traffic Engineer in accordance with SDC 4.2-105 A.4. Traffic Impact Studies (TIS) allow the City to analyze and evaluate the traffic impacts and mitigation of a development on the City's transportation system. In general, a TIS must explain how the traffic from a given development affects the transportation system in terms of safety, traffic operations, access and mobility, and immediate and adjoining street systems. A TIS must also address, if needed, City, metro plan and state land use and transportation policies and objectives. ❑ Four (4) Copies of the Following Plan Sets for Pre -Submittal OR Three (3) Copies of the Following Plan Sets: x❑ All of the following plans must include the scale appropriate to the area involved and sufficient to show detail of the plan and related data, north arrow, and date of preparation. x❑ All plan sets must be folded to 61/2" by 11" and bound by rubber bands. a. Site Assessment of Existing Conditions ❑x Prepared by an Oregon licensed Landscape Architect or Engineer Revised 1/7/14 kl 4 of 10 ❑x Vicinity Map ❑x The name, location, and dimensions of all existing site features including buildings, curb cuts, trees, and impervious surface areas, clearly indicating what is remaining and what is being removed. For existing structures to remain, also indicate present use and required setbacks from proposed property lines. ❑x The name, location, dimensions, direction of flow and top of bank of all watercourses and required riparian setback that are shown on the Water Quality Limited Watercourse Map on file in the Development & Public Works Department ❑x The 100 -year floodplain and floodway boundaries on the site, as specified in the latest adopted FEMA Flood Insurance Rate Maps or FEMA approved Letter of Map Amendment or Letter of Map Revision ❑x The Time of Travel Zones, as specified in SDC 3.3-200 and delineated on the Wellhead Protection Areas Map on file in the Development & Public Works Department x❑ Physical features including, but not limited to trees 5" in diameter or greater when measured 4 '/3 feet above the ground, significant clusters of trees and shrubs, riparian areas, wetlands and rock outcroppings ❑x Soil types and water table information as mapped and specified in the Soils Survey of Lane County. A Geotechnical Report prepared by an Engineer must be submitted concurrently if the Soils Survey indicates the proposed development area has unstable soils and/or a high water table b. Land Division Tentative Plan ❑x Prepared by an Oregon licensed Land Surveyor ❑x City boundaries, the Urban Growth Boundary, and any special service district boundaries or railroad right-of-way which cross or abut the proposed land division x❑ Location and width of all existing and proposed easements on and abutting the proposed land division ❑x Boundaries of entire area owned by the property owner, of which the proposed land division is a part, as well as dimensions and size of each parcel and the approximate dimensions of each building site indicating the top and toe of cut and fill slopes to scale ❑x Location and type of existing and proposed street lighting, including type, height, and area of illumination x❑ Location, widths, conditions, and names of all existing and proposed streets, alleys, dedications or other right-of-ways within or adjacent to the proposed land division. Proposed streets should also include approximate radius of curves and grades and relationship to any projected streets as shown on the Metro Plan, TransPlan, Conceptual Development Plan, or Conceptual Local Street Map. ❑x Location of existing and required traffic control devices, fire hydrants, power poles, transformers, neighborhood mailbox units and similar public facilities ❑x Location and dimensions of existing and proposed driveways ❑x Location of existing and proposed transit facilities x❑ Location and width of all existing and proposed sidewalks, sidewalk ramps, pedestrian access ways and bike trails ❑x Location, size and type of plantings and street trees in any required planter strip Revised 1/7/14 kl 5 of 10 ® Location and size of existing and proposed utilities on and adjacent to the site including sanitary sewer mains, stormwater management systems, water mains, power, gas, telephone, and cable TV. Indicate the proposed connection points n/a ❑ The locations of all areas to be dedicated or reserved for public use, with the purpose, condition or limitations of the reservations clearly indicated n/a ❑ Future Development Plan where phasing or large lots/parcels are proposed as specified in SDC 5.12-120 E. c. Stormwater Management Plan x❑ Prepared by an Oregon licensed Civil Engineer n/a❑ Planting plan prepared by an Oregon licensed Landscape Architect where plants are proposed as part of the stormwater management system ❑x Roof drainage patterns and discharge locations ❑x Pervious and impervious area drainage patterns ® The size and location of stormwater management systems components, including but not limited to: drain lines, catch basins, dry wells and/or detention ponds; stormwater quality measures; and natural drainageways to be retained n/a ❑ Existing and proposed spot elevations and contours lines drawn at 1 foot intervals (for land with a slope over 10 percent, the contour lines may be at 5 foot intervals) n/a ❑ Amount of proposed cut and fill ❑ Additional Materials That May be Required IT IS THE APPLICANT'S RESPONSIBILITY TO DETERMINE IF ADDITIONAL STANDARDS/APPLICATIONS APPLY TO THE PROPOSED DEVELOPMENT. THE APPLICANT SHOULD CONSIDER UTILIZING PRE -DEVELOPMENT MEETINGS AS DISCUSSED IN SDC 5.1-120: ❑x Proposed deed restrictions and a draft of any Homeowner's Association Agreement n/a ❑ Additional plans and documentation for submittal of a Cluster Subdivision proposal as specified in SDC 3.2-230 n/a ❑ Riparian Area Protection Report for properties located within 150 feet of the top of bank of any Water Quality Limited Watercourses (WQLW) or within 100 feet of the top of bank of any direct tributaries of WQLW n/a❑ A Geotechnical Report prepared by an engineer must be submitted concurrently if there are unstable soils and/or a high water table present n/a ❑ Where the development area is within an overlay district, address the additional standards of the overlay district n/a❑ If five or more trees are proposed to be removed, a Tree Felling Permit as specified in SDC 5.19-100 n/a ❑ A wetland delineation approved by the Oregon Division of State Lands must be submitted concurrently where there is a wetland on the property n/a ❑ Any required federal or state permit must be submitted concurrently or evidence the permit application has been submitted for review n/a ❑ Where any grading, filling or excavating is proposed with the development, a Land and Drainage Alteration permit must be submitted prior to development Revised 1/7/14 kl 6 of 10 n/a❑ Where applicable, any Discretionary Use or Variance as specified in SDC 5.9-100 and 5.21-100 n/a❑ An Annexation application, as specified in SDC 5.7-100, where a development is proposed outside of the city limits but within the City's urban service area and can be served by sanitary sewer n/a❑ All public improvements proposed to be installed and to include the approximate time of installation and method of financing Revised 1/7/14 kl 7 of 10 225 FIFTH STREET SPRINGFIELD, OR 97477 PHONE: 541.726.3753 FAX. 541.736.1021 www.spnngfield-orgov December 6, 2013 REQUIRED STORMWATER SCOPING SHEET USE POLICY: In October 2003, Springfield Public Works released a trial "stonnwater scoping sheet," provided to help engineers and developers meet stormwater requirements in the Springfield Development Code (SDC) and Engineering Design Standards and Procedures Manual (EDSPM). After a five month trial period, it became apparent that users of the scoping sheet submitted much more complete applications than non-users. An added bonus was a decrease in the overall review time spent on the applications, resulting in quicker notice of decisions. As a result of the benefits of the scoping sheets, the City has decided to make their use a mandatory process. Current city policy is that the use of stormwater scoping sheets is required for all applications which require development review. All applications submitted to the City shall provide a copy of a completed stormwater scoping sheet with the application packet. Attached with this letter is the latest version of the scoping sheet, which reflects changes requested by the development community. PLEASE NOTE: SUBMITTED APPLICATIONS WILL NOW BE REQUIRED TO SUBMIT A COMPLETED STORMWATER SCOPING SHEET, STORMWATER STUDY AND PLANS IN CONFORMANCE WITH THE SCOPE REQUIREMENTS U 17 rrrrr 31b4LCeI91 ri7 V,P"IN N:1 1.) Obtain scoping sheet from application packet, city website, or other location. 2.) Fill out project information (top half of front sheet) prior to commencement of work on stormwater study. (Note: Do not sign scoping sheet until it is received from the City with requirements checked.) 3.) Mail, fax, or email all pages to: City of Springfield, Development and Public Works Dept., Attu: Clayton McEachem. 4.) Receive completed scoping sheet (filled out by the City) indicating minimum requirements for a complete stormwater study. 5.) Include four (4) copies of complete scoping sheet (signed by engineer at the bottom of page 2), stormwater study and plans that comply with the minimum required scope with submittal of application packet. The scoping sheet shall be included as an attachment, inside the front cover of the stormwater study. Stormwater scoping sheets can be found with all application packets (City website and the DPW front counter) as well as on the Engineering and Construction Resources webpage located at: httv://www.springfield- or.gov/DPW/EnginmringmdConstructionResources.htm under the Public Improvement Permit Projects Forms section. Thank you in advance for working with the City of Springfield with this new process. Sincerely, Clayton McEachern, PE City of Springfield, Development and Public Works Email: cmeeachem@springfieldor.gov Phone: (541) 736 —1036 Fax: (541) 736-1021 DEVELOPMENT AND PUBLIC WORKS SPRINGFIELD 225 FIFTH STREET OREGON SPRINGFIELD, OR 97477 PHONE: 541.726.3753 FAX: 541.726.1021 www.spdrygfialdor.gov STORMWATER MANAGEMENT SYSTEM SCOPE OF WORK ----------- — (Area below this b'sefdled out by Applicant) __— (Please return to Clayton MEachern @ City ofSprtngiiield Development and Public Works, Fan # 736-1021, Phone # 736-1036), enwd:cnae�lern@sprirtglleldor.gov Project Name: Applicant: Assessors Parcel #: Date: Land Use(s): Phone #: Project Size (Acres): Fax #: Approx. Impervious Area: Email: Project Description (Include a copy of Assessor's map): Drainage Proposal (Public connection(s), discharge location(s), etc. Attach additional sheet(s) if necessary: Proposed Stormwater Best Management Practices: (Area below this line /'died outby the City andReturned m the Aaabeand (At a nurumuan, all boxes checked by the City on the front and backoftlus sheet shall be subnutted or on application to be coaWletefor subnuttal, afthough other requirements n be recess Drainage Study Type (EDSPM Section 4.03.2): (Note, UH may be substituted for Rational Method) ❑ Small Site Study—(use Rational Method for calculations) ❑ Mid -Level Development Study— (use Unit Hydrograph Method for calculations) ❑ Full Drainage Development Study— (use Unit Hydrograph Method for calculations) Environmental Considerations: ❑ Wellhead Zone: ❑ Wedand/Riparian: ❑ Soil Type: Downstream Analysis: ❑ N/A ❑ Flow line for starting water surface elevation: ❑ Design HGL to use for starting water surface elevation: ❑ Manhole/Junction to take analysis to: ❑ Hillside Development: ❑ Floodway/Floodplain: ❑ Other Jurisdictions Return to Clayton McEachem @ City of Springfield, email: cmceachem@springfeAd-or,gov, FAX., (541) 736-1021 COMPLETE STUDY ITEMS r Baredupon the tnfor nation provided on tie front ofdds sheet, the follou>ing represents a ndndnnou of uvh w it merkdfor on application to be complete for subnddal with respect to drainage; however, this list should not be used in lieu ofde Sprirgtield Development Cork (SDC) or the City's Engineering Design A3mma1. Connpltance with these requirements does not constitute site appromol, Adebooml site specific information nary be required Note: Upon scoping sheet subndttal, ensure completedfornu has been signed in the spare provickel below: Interim Design Standards/Water Quality (EDSPM Chapter 3 Req'd N/A ❑ ❑ All non -building rooftop (NBR) impervious surfaces shall be pre-treated (e. g. multi-chambered catchbasin w/oil filtration media) for stonmvater quality. Additionally, aminimum of 50% of the NBR impervious surface shall be treated by vegetated methods. ❑ ❑ Where required, vegetative stommwater design shall be consistent with design standards (EDSPM Section 3.02), set forth in Chapter 2 of the Eugene Stormrmer Management Manual. ❑ ❑ For new NBR impervious area less than 15,000 square feet, a simplified design approach may be followed as specified by the Eugene Stomrmvater Management Manual (Sec2A.1). ❑ ❑ If a stormrmer treatment Swale is proposed, submit calculations/specifications for sizing, velocity, flow, side slopes, bottom slope, and seed mix consistent with City of Springfield or Eugene's Stomrmvater Management Manual. ❑ Water Quality calculations as required in Section 3.03.1 of the EDSPM. All building rooftop mounted equipment, or other fluid containing equipment located outside of the building, shall be provided with secondary containment or weather resistant enclosure. ❑ n Design of Stoma Systems (EDSPM Section 4.04). ❑ ❑ Flow lines, slopes, rim elevations, pipe type and sizes clearly indicated on the plan set ❑ ❑ Minimum pipe cover shall be 15 inches for reinforced pipe and 36 inches for plain concrete and plastic pipe materials, or proper engineering calculations shall be provided when less. The cover shall be sufficient to support an 50,000 lb load without failure of the pipe structure. ❑ ❑ Manning's "n" values for pipes shall be consistent with Table 4-1 of the EDSP. All stoma pipes shall be designed to Other/Miscethmeous ❑ Drainage study prepared by a Professional Civil Engineer licensed in the state of Oregon. Existing and proposed contours, located at one foot interval. Include spot elevations and site grades showing how site ❑ A complete drainage study, as required in EDSPM Section 4.03.1, including a hydrological study map. drains. ❑ Calculations showing system capacity for a 2 -year stoma event and overflow effects of a 25 -year stoma event Private stommwater easements shall be clearly depicted on plans when private stommater flows from one property to The time of concentration (Tc) shall be determined using a 10 minute start time for developed basins. Review ofDownstream System EDSPM Section 4.03A.0 ❑ A downstream drainage analysis as described in EDSPM Section 4.03A.C. On-site drainage shall be governed by the Oregon Plumbing Specialty Code (OPSC). ❑ ❑ Elevations of the HGL and flow lines for both city and private systems where applicable. ❑ n Design of Stoma Systems (EDSPM Section 4.04). ❑ ❑ Flow lines, slopes, rim elevations, pipe type and sizes clearly indicated on the plan set ❑ ❑ Minimum pipe cover shall be 15 inches for reinforced pipe and 36 inches for plain concrete and plastic pipe materials, or proper engineering calculations shall be provided when less. The cover shall be sufficient to support an 50,000 lb load without failure of the pipe structure. ❑ ❑ Manning's "n" values for pipes shall be consistent with Table 4-1 of the EDSP. All stoma pipes shall be designed to Other/Miscethmeous ❑ Existing and proposed contours, located at one foot interval. Include spot elevations and site grades showing how site drains. ❑ Private stommwater easements shall be clearly depicted on plans when private stommater flows from one property to another. ❑ Drywells shall not receive runoff from any surface w/o being treated by one or more BMPs, with the exception of residential building roofs (EDSP Section 3.03A A). Additional provisions apply to this as required by the DEQ. Refer to thewebsite: him/Avww.deo.state.or.ushvo/uic/uic.htm for more infomuation. ❑ Detention ponds shall be designed to limit runoff to pre -development rates for the 2 through 25 -year storm events. *Thisform simU be inchukd m nn Nhuhmen5 inside the frontcover, ofthe stormnsder shady. * IAWORTANT..- ENGINEER PLEASE READ BEEOWAND SIGN' As the engineer of record, I hereby certify the above required items are complete and included with the submitted stommater study and plan set. Signature Date Form Version 5: June 2015 ranch ENGINEERING= April 22, 2021 TENTATIVE SUBDIVISION APPLICATION PROJECT DESCRIPTION SHOPPES AT GATEWAY Branch Engineering Inc. Project No. 21-035 This application is to subdivide the main mall area of the Shoppes at Gateway. The application encompasses Tax Map 17-03-22, Tax Lots 2109, 220Q 2218, 2219 and 2300. this aligns with the lands conveyed as Parcels I, II and III in the current deed (Reception Number 2017-037745). It should be noted that Tax Lots 2305 (Target and associated parking) and 2307 (Walmart Neighborhood Market, Big 5 and their related parking) are not included in this subdivision. Tax Lot 2305 is the lands conveyed as Parcel IV of the current deed and Tax Lot 2307 is the lands conveyed to separate ownership by the deed recorded as Reel 1620R as Instrument 9011882. The site has been developed as a mall since the early 1990's and underwent a significant renovation in 2013-2015. The renovation included the conversion of enclosed inline mall space to new exterior -facing junior anchor boxes and the addition of new multi -tenant outparcel buildings along Gateway Street. In total, the renovation produced six new exterior junior anchor spaces and four new multi -tenant outparcel buildings and attracted new tenancy, including Ross, Marshalls, Ashley's Furniture, Hobby Lobby, Panera Bread, Chipotle and Firehouse Subs. The previous Site Plan Review approvals (most recently TYP213-00017 and TYP114-00018) control the land use aspects of the site as a whole. It is expected and intended that this will continue after the subdivision process. The application proposes an internal subdivision of the property with no associated site modifications. Therefore, things such as parking, landscaping, lot coverage and building orientation and setbacks are viewed by this subdivision from an overall site perspective rather than an individual lot perspective. This approach of applying the code criteria to the site as a whole, rather than individual lots, is already occurring between the subdivision lands and Tax Lot 2307 through the Construction, Operation and Reciprocal Easement Agreement (COREA or REA) and its amendments. Copies of these documents are included in this submittal. Prior to, or concurrently with, any lot sale a new REA for that lot will also be recorded. A draft copy of the new REA is included as an example, but the exact terms of the recorded version will depend on the specifics of the lot. In addition to ensuring the site functions as a cohesive whole, the current and future REAS provide easement rights for things such as utilities and access. The access rights in the REA fulfill the requirements of Footnote 1 to SDC 3.2-315. E6G ENE -SPRINGFIELD ALBANY 310 5th Street, Springfield, OR 97477 1 p- 541.746.0637 1 w .branchengineenng.mm Project D wnpnon April 22, 2021 The main purposes of the subdivision are to increase the marketability and investment potential for the property and increase operation efficiency by conforming the property's lots with the current site plan. The new REA, which will record prior to or concurrently with the sale of any lot, will ensure all lots will still need to function as part of the overall whole rather than discrete entities. The intent is that, even if lots transfer to separate ownership, the site will continue to function as an integrated whole from the perspectives of both site design and the everyday user. All portions of the site are currently fully served with utilities. Therefore, no utility construction is proposed with, or as a result of, this subdivision. Conversations with SUB Water and Electric are currently underway to address an interest expressed by both to replace their current strip easements with a new easement that is more blanket in nature. These conversations will be resolved prior to recording the plat. Lots 3-8, 10 and 18 have lines that cross through the main mall structure. For lots with walls that don't meet the necessary fire rating for the occupancy on each side of the wall a deed restriction will be recorded concurrent with the plat requiring these lots to remain in common ownership until such time as evidence is provided to the city that walls have adequate fire rating. Branch Engineenng, Inc. Page 2 .172 Memorandum To: Bo Cromelin April 23, 2021 Company: BRFI Gateway, LLC From: Geoff Larsen Subject: Shoppes at Gateway Tentative Subdivision Plat Stormwater Systems Overview Summary: This memo provides a broad -level summary of the existing stormwater systems within the Shoppes at Gateway site to support the current Tentative Subdivision Plat for the site. The following provides an overview of the existing public stormwater infrastructure, existing private stormwater infrastructure, and existing stormwater management systems on the site. Public Stormwater Infrastructure: There are several public stormwater mainlines extending within easements through the site. These mainlines convey stormwater runoff from public roadways and are summarized as follows: • Northern System: A public mainline (24" and 42") extends along the northly edge of the site in an east -to -west direction, discharging to the public open channel along the western edge of the site. This system conveys drainage from Gateway Street and Gateway Loop. • Southwestern System: A public mainline (42"48") enters the eastern edge of the site near the LTD bus station and extends south and west, following the ring road, to discharge to the southern end of the public open channel at the west side of the site. This system coveys drainage from Gateway Street and the residential neighborhood to the east of the site, surrounding Oakdale Avenue. • Southern System: A public mainline (42") enters the site at the intersection of Harlow Road and Beverly Street and extends through the site in a westerly direction (south of Walmart) to discharge to the 60" mainline at the south west corner of the site. This system conveys drainage from Harlow Road and Beverly Street. • Western System: There is a public open drainage channel extending along the western edge of the site, flowing north -to -south. The Northern, Southwestern, and Southern systems noted above outfall to this channel. The public open drainage channel is designated as a wetland. The channel transitions to a 60" pipe near the southern end of the site and continues to the south under Harlow Road. Private Stormwater Infrastructure Stormwater runoff from the majority of existing development site is collected through a closed -pipe system, draining to the public open channel located along the west perimeter of the site (Western System, as noted above). There are (3) 24" outfalls to the public open channel conveying runoff from the western side of the site and there are (2) 48" outfalls conveying runoff from the eastem, southern, and northern sides of the site. In addition to the closed -pipe drainage system, a large area of existing parking lot along the western edge of the site sheet drains to the west edge of the parking lot and discharges to the public open channel through a series of curb openings and rock lined channels. Stormwater Management w rnazzetti.com T 541.686.8478 MAZZErn BHEGroup 940 Willamette Street, Suite 310, Eugene, OR 97401 Stormwater management improvements have been made to the site over the course of redevelopment. At present it is estimated that roughly 20%-30% of the site receives vegetated stormwater treatment. The following is a summary of the key improvements that have been made to the site: • Double Chamber Catch Basins and Filter Insertsd Many of the catch basins throughout the site have been retrofitted with double chambered catch basins and/or filter inserts. • Buffalo WIId Wings Swale Runoff from the northern part of the Buffalo Wlld Wings parking lot is managed by an infiltration rain garden located between the parking lot and the entrance drive to the north. • Walmart Parking Lot Rain Gardens / Swales: Runoff from the majority of the Walmart parking lot is managed with one of two rain gardens within the parking lot. • Eastern Parking Lot Rain Gardens: In 2015, a large part of the eastern parking lot was redeveloped. Runoff from the majority of this redeveloped parking lot is managed in a series of infiltration rain gardens integrated with the parking lot landscaping. • Western Outfall Improvements: As part of the 2015 redevelopment project, the outfalls at the western edge of the site improved to. The improvements consisted of creating shallow vegetated forebays to enhance sedimentation and improve water quality. These enhancements were not designed improve sedimentation but were not designed to provide treatment of the upstream contributing area. G:Eugene\Projects\20M2 067-Shoppes at Gateway ADA and Parking StudyWDistlplines\CMRdELETE\T.Wive SubdMsi. Rah Stmmwater Management Memo.dou 12 eHMmp Engin-nng Sur-Nng I Cmvlmg RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: BRFI Gateway, LLC c/o Balboa Retail Advisors, LLC 11611 San Vicente Boulevard, Suite 900 Los Angeles, CA 90049 Attention: Adam Miller DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (OUT PARCEL —) [USE THIS FORM WHERE THE OUT PARCEL INCLUDES THE ADJACENT PARKING AREA THAT WILL BE MAINTAINED BY THE OUT PARCEL OWNER.] This DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS ("Declaration") is made as of the day of 20_ by BRFI Gateway, LLC, a Delaware limited liability company ("Declarant"). iiiiiiiiiiiiiiijiLE CIykL S: A JeamLis tha ce h erly 1 ated in the City of Springfield, Coof too rego re herd ly de bed on ExhiMt "A" attached hereto and depicted as the "Deve er P 1" n ExhiMt " attached hereto (the "Developer Parcel") located within the stitopping con er commonly known as The Shoppes at Gateway. B. Declarant is also the owner of that certain real property located in the City of Springfield, County of Lane, State of Oregon, located adjacent to the Developer Parcel as more particularly described on Exhibit "B" attached hereto and depicted as the "Out Parcel" on Exhibit "C" attached hereto (the "Out Parcel"). C. The Developer Parcel and the Out Parcel are individually referred to as a "Parcel" and collectively referred to as the "Properly". The owner of the Developer Parcel from time to time is referred to as "Developer". The owner of the Out Parcel from time to time is referred to as "Out Parcel Owner". Developer and Out Parcel Owner, and their successors -in -interest, are individually referred to as an "Owner" and collectively referred to as the "Owners". D. The Property, together with property adjacent to the Property, is subject to that certain Construction, Operation and Reciprocal Easement Agreement dated March 13, 1990, recorded on March 13, 1990, as Reception No. 90-11883 in the Official Records of Lane County, Oregon, as amended by (i) that certain First Amendment to Construction, Operation and Reciprocal Easement Agreement dated May 5, 2003, recorded on June 13, 2003, as Reception No. 2003-053669 in the Official Records of Lane County, Oregon, (ii) that certain Second Amendment to Construction, Operation and Reciprocal Easement Agreement dated December 484647/&9356.1 13, 2006, recorded on October 29, 2013, as Reception No. 2013-056807 in the Official Records of Lane County, Oregon and (iii) that certain Third Amendment to Construction, Operation and Reciprocal Easement Agreement dated May 30, 2014, recorded on June 10, 2014, as Reception No. 2014-021249 in the Official Records of Lane County, Oregon (collectively, and together with all future amendments, the "REA"). All terms not otherwise defined herein shall have the same meanings as set forth in the REA. E. The Property is a portion of the "Developer Tract' under the REA, and Developer is the "Developer" under the REA. F. Declarant will hereafter hold and convey titte to all and every portion of the Property subject to the covenants, conditions and restrictions herein set forth, it being the intention of Declarant that the provisions of this Declaration shall run with the land and bind and benefit the Property, Declarant, as the current Owner of the Property, each and every successor Owner of the Property, and every portion thereof, and each person or entity having an interest in the Property, and every portion thereof, derived through any such Owner. DECLARATION: NOW, THEREFORE, Declarant hereby covenants and declares that the Property is now held and shall hereafter be held, transferred, sold, leased, conveyed and occupied subject to the covenants, conditions and restrictions herein set fah. rMM 1. RE . The Out Parcel is subject and subor`. to th EA, and Out Parcel Owner shall, except as otherwise provided herein, comply wrth and Perlin all of the provisions of the REA imposed upon a Party as they pertain to the Out Parcel; vided, however, Out Parcel Owner shat-flotbe considered a Puty under the RE'A notwithst ng Article I -T of the REA to the contrary, and therefore Out Parcel Owner shall not have any rights of a Party under the REA and shall not have the right to enforce the REA against any Party, but Out Parcel Owner shall be entitled to the benefits of an Occupant under the REA and shall be entitled to enforce the rights granted hereunder against Developer. Developer shall remain the sole Party under the REA as to the Developer Tract (which includes the Out Parcel) and shall be the agent of Out Parcel Owner as contemplated by Article I -T of the REA. Out Parcel Owner shall execute and acknowledge such instruments as Developer may request from time to time to Rather evidence such agency. If there are any inconsistencies between the provisions of the REA and the provisions of this Declaration, then as between Developer and Out Parcel Owner, the provisions of this Declaration shall control. Upon the expiration or termination of the REA, all provisions of the REA that are referred to herein shall survive with respect to their application to the Property. 2. Easements. The Property shall be bound and benefitted by the following easements, which Declarant hereby establishes, grants and reserves upon and under each Parcel for the benefit of each Owner and its Permittees: (i) easements for automobile parking and incidental uses as set forth in Article II -A of the REA; (ii) utility easements as set forth in Article II -B of the REA; and (iii) easements for access as set forth in Article II -H of the REA. These easements shall survive the termination of the REA as to the Property. -2- 484647n-9356.1 3. Improvements and Alterations on Out Parcel. Without limiting the other applicable provisions of the REA concemirg improvements and alterations: (i) Out Parcel Owner most obtain Developer's prior written consent to the height, exterior configuration, design, color treatment and exterior materials of all buildings and structures located upon the Out Parcel; (ii) Out Parcel Owner must comply with all requirements of Article IX of the REA with respect to all construction work; (iii) all buildings and structures located upon the Out Parcel must be within the Store Site shown on Exhibit "C'; (iv) Out Parcel Owner may not improve or otherwise alter any Common Area on the Out Parcel or modify the parking layout; (v) the exterior wall height (including parapet walls, mechanical equipment, penthouses, screens to hide mechanical equipment and entrance structure cupolas and canopies) of all buildings or structures on the Out Parcel may not exceed twenty-four (24) feet above the finished floor elevation of such buildings or structures; (vi) the Floor Area on the Out Parcel may not exceed square feet; and (vii) Out Parcel Owner may not install or construct a drive-through facility on the Out Parcel [omit this restriction if the Out Parcel currently has a drive-through]. 4. Use. [Consider specific use limitation] In addition to the limitations on use set forth in Article VIII -C and Article VIII -D of the REA, the Out Parcel may not be used for any use other than retail sales or retail services, restaurants or commercial purposes. Retail service use shall mean financial institutions, real estate and stock brokerage offices, travel or insurance agencies and similar uses providing services directly to the public for retail fees. No use shall be permitted that is inconsistent with the operation of a first-class retail shopping center. Without limiting the gentllyedmoutside the foregoing, the follo�ing uses shall not be permitted: (y use which emits an obnolk, excessiv oise or sound which can be heard or of any building; f JN (b) any operation used primarily as a warehouse and any assembling, manufacturing, distilling, refining, smelting, agricultural or mining operation; (c) any "second hand" store or "surplus" store (but excluding stores that sell antiques); (d) any mobile home park, trailer court, labor camp, junkyard, or stockyard (except that this provision shall not prohibit the temporary use of construction trailers during periods of construction, reconstruction, or maintenance); (e) any dumping, disposing, incineration or reduction of garage (exclusive of garbage containers or compactors) which are inside the building or appropriately located and screened; (f) any fire sale, bankruptcy sale (unless pursuant to court order) or auction house operation; (g) any central laundry, dry cleaning plant, or laundromat, provided, however, this prohibition shall not be applicable to on-site service dedicated to pick-up and delivery by the ultimate consumer only, consistent with first-class retail shopping center standards; -3- 484647/8-9356.1 (h) any automobile, truck trailer or recreational vehicles sales, leasing, display or repair; (i) any living quarters, sleeping apartments or lodging rooms; 0) any veterinary hospital or animal raising facility (excluding pet shops); (k) any mortuary; 0) any establishment selling, renting, licensing, or exhibiting pornographic materials; (m) any bar, tavem, restaurant or other establishment whose reasonably projected annual gross revenues from the sale of alcoholic beverages for on -premises consumption exceeds sixty percent (60%) of the gross revenues of such business; (n) any flea market; (o) bowling alley; (p) skating rink (q) eater; (r) any t se r illi drugs or related paraphernalia; (s) any estab lshment w ch exhibits either live or by, other means to any degree, nude or partially clothed dancers or wait staff. In addition, no restaurant use is permitted that requires personnel to wear a uniform that a reasonable person would consider to be sexually provocative (e.g., so-called hot pants and short shorts, shorts not covering the entire buttocks, tight -fitting or otherwise revealing tops or halter tops); (t) any gambling facility or operation, including: off-track or sports betting parlor; table games such as blackjack/ or poker; slot machines, video poker/blackjack/keno machines or similar devices; or bingo ball. Notwithstanding the foregoing, this prohibition is not applicable to government sponsored gambling activities or charitable gambling activities, and video poker/blackjack/keno machines or similar devices so long as such activities and devices are incidental to the business operation being conducted by the Occupant; (u) any firearms testing or firing range, or the sale or display of any type of firearms or ammunition, except that a sporting goods retailer such as Cabela's may sell and display firearms and ammunition as anincidental part of its business. (v) any store, department or operation of any size selling or offering for sale any pharmaceutical drugs requiring the services of a licensed pharmacist is permitted; -4- U8 47n-9356.1 (w) any grocery store, supermarket, converuence store or other store, or department within a store, for the sale of food and/or beverages. Restaurants are not prohibited on the basis of this clause (w); (x) the uses identified on Exhibit "D" attached hereto; and [This will be the use restrictions/exclusive uses granted under the existing leases at the Developer Tract.] (y) any use that would violate an exclusive or prohibited use restriction in favor of a tenant under a then -existing lease at the Developer Parcel. Developer agrees to provide the Owner of the Out Parcel with a list of then -existing exclusives and prohibited uses promptly following written request therefor from time to time. 5. No Outdoor Sales. No outdoor sales or displays of merchandise are permitted at the Out Parcel. 6. Common Area Maintenance. Developer shall maintain the Common Area of the Property (excluding the Common Area within the Out Parcel) in accordance with the provisions of Article X -B of the REA. The Owner of the Out Parcel shall maintain the Common Area within the Out Parcel in accordance with the requirements of Section 10 below. 7. Common Area Maintenance Cost. Commencing on the first day of the first month following t66date hereof ( rt Dal"Dalfk and continuing thereafter on the first day of each succeeding riMntli, Out Parcel Ow -M shall to Developer the Monthly Assessment as a contribution tow d the costs incurred by Developer in maintaining the Common Area pursuant to Section 6 alte. The "Monthly Assessment" ff=1mmilly be Dollars ($ ). ADOPT ANNUAL ESCAI4T NPROVIkON FROM THE APPLICABLE LPW.I 8. Insurance and Waiver of Subrogation. Out Parcel Owner shall maintain the following insurance with insurance companies rated by Best's Rating Guide not less than A -/VII that are licensed in the State of Oregon: (a) Commercial general liability insurance covering claims for bodily injury, death or property damage occurring in, on or about the Out Parcel, and contractual liability coverage, with a combined single limit of liability per occurrence of not less than Five Million Dollars ($5,000,000), or such greater amount as Developer may require from time to time. Such insurance shall be written on an occurrence basis, name Developer and any other parties designated by Developer as an additional insureds and provide that it may not be cancelled, reduced or materially amended without at least thirty (30) days prior written being given by the insurer to the additional insureds and each other party to the REA; and (b) fire and casualty insurance (written on a Special Form basis) with extended coverage in an amount equal to the full replacement cost (including debris removal and demolition) of all buildings and other improvements on the Out Parcel with an "agreed amount endorsement," or its equivalent and a clause waiving subrogation rights by the insurer against Developer and the other parties to the REA. Such insurance shall provide that it may not be cancelled, reduced or materially amended without at least thirty (30) days prior written being given by the insurer to Developer and each other party to the REA -5- 484647/8-9356.1 Out Parcel Owner shall provide to Developer evidence of such liability and property insurance at least ten (10) days prior to the expiration thereof and within ten (10) days following written request therefor. Out Parcel Owner releases, for itself and on behalf of its insurer, Developer and each of the other parties to the REA from any liability for any loss or damage to Out Parcel Owner's property or business, which loss or damage is caused by an occurrence of the type covered by the casualty insurance described in Section 8(b) above. 9. Indemni . Out Parcel Owner shall indemnify, defend, protect and hold Developer and each other party to the REA harmless from and against any and all claims, demands, damage, loss, liability or expense (including reasonable attorney fees) arising out of (i) the construction, use, possession and/or operation of the Out Parcel (including the Common Area within the Out Parcel), except to the extent the same arises from such indemrutee's negligence or willful misconduct or (ii) the negligence or willful misconduct of Out Parcel Owner or its Occupants or their respective agents, employees or contractors. 10. Maintenance and Restoration. Out Parcel Owner shall maintain, repair and replace all buildings, structures and other improvements (including signage and Common Area improvements) located upon the Out Parcel in first-class, good, clean condition and state of repair, in compliance with all applicable governmental laws, rules, regulations, orders and ordinances and in compliance with the provisions of this Declaration and requirements of Article X -B of the REA with respect to the Common Area located with e Out Parcel. In the event of damage or destruction to any such building, structure or oth improvement, if Out Parcel Owner elects not to restore the same, then Out Parcel Owner shall, promptly following such damage or dEsfr raa@ the damaged building, squcture or other improvements, clear the area of all debris and improve the area as Common Area in accordance with plans approved in writing by Developer. 11. Rules and Regulations. In addition to the rules and regulations set forth in Exhibit E to the REA, Out Parcel Owner shall comply, and shall cause all Occupants of the Out Parcel to comply, with the reasonable rules and regulations conceming activities at the Property adopted by Developer from time to time. 12. Signs. In addition to compliance with the sign criteria attached as Exhibit D to the REA, all exterior signage and the content and location thereof shall be subject to Developer's prior written approval of the plans therefor. 13. Default by Out Parcel Owner. (a) The following shall constitute a "Default" hereunder: (i) Out Parcel Owner's failure to pay to Developer any sums payable under this Declaration when due, which failure is not cured within five (5) days after written notice of such failure is given to Out Parcel Owner by Developer or (ii) Out Parcel Owner's failure to perform of any of its other obligations under this Declaration, which failure is not cured within thirty (30) days after written notice of such failure is given to Out Parcel Owner by Developer (provided, however, that if such failure cannot reasonably be cured within such thirty (30) day cure period, such cure period shall be -6- U8 47n-9356.1 extended for such additional period as shall be reasonably required to complete such cure, so long as Out Parcel Owner commences to cure such failure within such thirty (30) day period and thereafter continuously and diligently prosecutes such cure to completion). Upon a Default, then in addition to all other remedies available at law or in equity, Developer shall have the right, but not the obligation, to (i) file a claim of lien in accordance with Section 13(b) below for a monetary Default and/or (ii) enter upon the Out Parcel and cure a non -monetary Default for the account of and at the expense of Out Parcel Owner; provided, however, that in the event of emergency conditions posing an immediate threat to persons or property that would constitute a Default following the expiration of the foregoing notice and cure period, Developer acting in good faith shall have the right to cure such emergency conditions upon such advance notice as is reasonably possible under the circumstances or, if necessary, without advance notice, so long as notice is given as soon as reasonably possible thereafter. Out Parcel Owner shall reimburse Developer for all reasonable costs incurred in connection with curing such Default or emergency conditions within fifteen (15) days following an invoice therefor, and failure to pay such costs within such period shall constitute a monetary Default without the need for father notice. (b) Right to Lien for Unpaid Sums. Costs, expenses and interest payable to Developer under this Declaration shall constitute a lien against the Out Parcel. Such lien shall attach and take effect only upon recordation by Developer of a claim of lien against the Out Parcel in the Official Records of Lane County, Oregon. The claim of lien may be recorded by Developer at any time following the occurrence of a monetary Default and shall include (i) a description of the unpaid sums that has given rise to the claim of lien and a statement itemizing the amount thereof and (ii) a statement that the lien is claimed pursuant to the provisions of this Declaration. The lien so claimed shall attach from the date of recordation solely in the amount claimed thereby (together with interest thereon allowid suant to Se tion 13(c) below) and may be enforced in am iudicial-proceedings allowed l l , including VWout limitation, a suit in the nature of a suit to foreclose a mortgage/deed of trust or mechanic's lien under the applicable provisions of Oregon law. (c) Interest: Late Charge: Costs. If Out Parcel Owner fails to pay any sums within ten (10) days of the date said such sums are due, Developer shall have the right to recover from Out Parcel Owner, all the following additional amounts: (1) reasonable costs incurred in collecting the delinquent sums, including reasonable attorney fees and costs; (2) a late charge equal ten percent (10%) of the delinquent sums; and (3) interest on the delinquent sums calculated at an annual percentage rate equal to the lesser of (i) six percent (6%) per annum in excess of the prime rate from time to time publicly announced by Bank of America or its successor or (ii) the highest rate permitted by law, accruing from the date the sums became due until paid in fill (the "Interest Rate'D. 14. Notices. Any notice, demand, communication, certification, approval, consent, invoice and/or request (individually referred to as "notice'D, required or allowed hereunder to be given to or by Developer or Out Parcel Owner, shall be made in writing and shall be delivered by a nationally recognized overnight courier service or express mail service (such as, but not limited -7- U8 47n-9356.1 to, Federal Express). Notice shall be deemed given when actually received or refused by the party to whom the notice was sent, as evidenced by the delivery service's records. Notice to Developer shall be delivered to the following address or such other address(es) as Developer shall designate by notice properly delivered in accordance with this Section 14: BRFI Gateway, LLC c/o Balboa Retail Advisors, LLC 11611 San Vicente Boulevard, Suite 900 Los Angeles, CA 90049 Attention: Asset Manager With a copy to: Notice to Out Parcel Owner shall be delivered to the address most recently given by Out Parcel Owner to Developer in accordance with this Section 14 or, if no such address shall have been furnished, then to the street address of the Out Parcel. 15. Estredge S.ch caner ees, within thii�aTwer uest by the other Owner, to execut and deliver to the requesting Oany prospective purchaser, assigne, a certificate stating: (i) that this D'eclnmodified and in full force and effere have been modifications, that this Deinfull force and effect as modified,fying the modification agreenficnts); (iior not there is an existing default by the requesting Owner under this Declaration of which the certifying Owner has knowledge, and if there is any such default, specifying the nature and extent thereof whether or not there are any set -offs, defenses or counterclaims against enforcement of the obligations to be performed hereunder existing in favor of the Owner executing such certificate; and such other matters concemirg the status of this Declaration. 16. Sale or Transfer. Upon the sale or other transfer by an Owner of its right, title and interest in its Parcel, such Owner shall be released from the obligations of this Declaration arising subsequent to the effective date of such sale or transfer. A transferee shall be deemed to have assumed all unperformed obligations of a transferor. 17. JURY WAIVER. THE OWNERS EACH IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) OF ANY KIND WHATSOEVER BETWEEN THE OWNERS OWNER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DECLARATION. 18. Term. The term of this Declaration shall be perpetual. No default under this Declaration shall entifle any Owner to cancel, rescind, or otherwise terminate this Agreement -8- 484647n-9356.1 19. Amendment. This Declaration may be amended only by a document executed and acknowledged by each Owner and recorded in the Official Records of Lane County, Oregon. 20. Severabih . If any one or more of the provisions of this Declaration are held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Declaration shall not be affected or impaired in any way. 21. Attorneys' Fees. If any Owner brings any action or proceeding against another Owner for the adjudication of any rights under this Declaration, the prevailing Owner shall be entitled to recover from the other Owner all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing Owner as determined by the court. 22. Covenants Running with the Land. This Declaration shall bind and inure to the benefit of Declarant and each successive Owner of the Property, or any portion thereof, provided, however, each Owner of a portion of the Property, including Declarant, shall only be bound by the terms of this Declaration during such Owner's period of ownership. 23. Limitation on Recoverv. None of the persons or entities comprising Developer (whether partners, shareholders, officers, directors, members, trustees, employees, beneficiaries or otherwise) shall be liable personally for any judgment obtained against Developer. Any liability of DeveIUQU.LUcamdQLaLdJLwbe limi solely to the interest of Developer in the Developer Parcel. 24. Go mi ecl all e govemed t and interpreted in accordancewith regonla 25. Subdivision of Developer Parcel. Developer may, from time to time, subdivide portions of the Developer Parcel (each, a "Subdivided Parcel"). Each Subdivided Parcel shall not be subject to this Declaration. This provision shall be self -operative, but Developer may, at its election, execute, acknowledge and record in the Official Records of Lane County, Oregon, an instrument specifically excluding any such Subdivided Parcel from this Declaration. IN WITNESS WHEREOF, Declarant has executed this Declaration as of the date first above written. BRFI Gateway, LLC, a Delaware limited liability company By: _ Name: Title: -9- U8 47n-9356.1 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles On before me, , (m� name e ewe efm om<e.) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. PA D, %, Signature Seal) -lo- U8 47n-9356.1 EXHIBIT "A" LEGAL DESCRIPTION OF DEVELOPER PARCEL DRAFT EXHIBIT "A" -1- 484647/&93561 EXHIBIT "B" LEGAL DESCRIPTION OF OUT PARCEL DRAFT EXHIBIT "B" -1- 484647/&93561 EXHIBIT "C" DEPICTION OF DEVELOPER PARCEL AND OUT PARCEL DRAFT EXHIBIT "C" -1- 484647/&93561 EXHIBIT D ADDITIONAL USE RESTRICTIONS DRAFT EXHIBIT D -1- 484647/&93561 0 0 FIRST AMENDMENT TO SEPARATE AGREEMENT GATEWAY MALI., THIS FIRST AMENDMENT TO SEPARATE AGREEMENT (this "Amendment') is made and entered into this `,c- day of2003, by and between GGP- GATEWAY MALL L.L.C., a Delaware limited liab nrpany (the successor in interest to Gateway Mall Limited Partnership, hereinafter "D elo r") and TARGET CORPORATION, a Minnesota corporation (the successor in interest�ayton Hudson Corporation, hereinafter "Target'). O R ALS: A. Developer and Target, or t redeces�so�Si interest ave previously entered into that certain Separate Agreement d March Q, with ect to Gateway Mall in Springfield, Oregon (the "Separate cement"). "N M B. The Parties also attached to the Separate At! Non -Mall Building Areay�< In consid Ffyi of their and for o[he and val acknowleJg each party, Recitals A and B part f amend cparatc gr comment to: (i) replace the Ian as Ex�® , and (ii Ne the p kin require 11 or the /�� ^ O � AGREEM�/� /y (n0 L Q U\V\ ma s d agreem( 60 c he rete' dd sur rget her ee as hereby 0 orated in( L `this Amendment, which are hereby Amendment and made a U O 2. Capitalized terms not otherwise defined he have have the meaning ascribed to such terms in the Separate Agreement. 3. The Plot Plan attached as Exhibr %to the Separate Agreement is hereby superceded in its entirety by Exhibit A- 1, attache e o and made part hereof (the "Amended Plot Plan'). All references in the Separate Agre�t to the Exhibit A Plot Plan shall mean and refer to Exhibit A -I hereof. UU 4. Article X, Section 10.2(d) of the Separate Agreement is amended by deleting subparagraph (i) in its entirety and substituting the following subparagraph in lieu thereof: "(i) four and one-half (4.5) parking spaces for each one thousand (1,000) square feet of Floor Area:" L\. \ymcwn�nmrget-suppumceul.a"c 0 0 5. If there is any conflict between the provisions of the Separate Agreement and this Amendment, the provisions of this Amendment shall control. Except as supplemented and amended by this Amendment, the Separate Agreement is ratified by the Parties and remains in full force and effect. 6. Each of the Parties represents and warrants that it has the full capacity, right, power and authority to execute, deliver and perform this Amendment, and all required actions, consents and approvals therefor have been duly taken @ obtained. Furthermore, Target and Developer represent and warrant that upon full exon of this Amendment, the Separate Agreement as amended by this Amendment shall e� inding on all parties with any interest in their respective Parcels, including without lim t, the holder of any mortgagee's interest, their successors and assigns. 7. The provisions of this AM�)Il'a exclusive benefit of the Parties and not q5he b the Separate Agreement do not confer rights, and there are no "third party beneficis" to this 8. This pages, which upon IN WITNESS and effective as of the !`,.:,gawwnyaerget-n,ppemmd Inc he the Orli3s have mid the Separate Agreement are for the t f any third erson; this Amendment and \or implion any such third person; Indment opyh climate Agreement. counte 3ixc or with counterpart mre :ittuub,"integra/ttcddd� agreement. Q this Ari}e lh it to b du executed /lVL 'o 79�YYy'FURE PAQO��TO FO[ ,,O^ ^� o� (Oo� V� 0 0 IR GGP-GATEWAY MALL L.L.C., a Detawarc limited liability company By: GGPLP L.L.C., a Delaware limited liability company, its managing member By: GGP Limited Partnership, a Delaware In I& partnership, its managing member �By: General Growth Properties, Inc., a Delaware corporation, its general partner OO By: O Authorized Officer L) � T C RATI� Minnes � rporatictwZ �^ O By: �0 N Cott A. On Q � Vice P i ent O� Targeres ^O L� ooh ��o O60O _ V4 �OO \ rp.%gaIcwar(argetsuppaincnd.aoc A B C D E F G. H I L m w u r TYPICAL' PARKING AISLE STRIPING DEVELOPMENT DATA 1 6__P� k::::::0 PARKING 90 PARKING GROSS _ - y BUILDING FLOOR FUTURE it 55'-D" 60'-0" NAM AREA AREA EXPANSION 1 1. SEARS/DEPT. STORE 'A` 119,555SF 113,577SF 1 5 6 7 601 11P 12 14 15 161 18'-0" 18'-0" 19'-0"'' 18''0" T8' -O" 18'-0" 18-0 - 24-0 to- 18-0 116,7505F 113,613SF 20,80OSF y 2. TARGET/DEPT. STORE "B" 1 sm, - 3. CINEMARK/DEPT. STORE "C" 78,511 SF 78,511 SF 0.004. EMPORIUM/DEPT. STORE '0" 51,247SF 50,097SF H i 5. DEPARTMENT STORE "E` 98,340SF OSF 98,340SF .3_7 ' _ o I `M" .$59SF �7,2SF 6. MOVIES/DEPT. -' ' SUB -TOTAL 502,357SF 393,752SF H ,n i H35,306SF 34,152SF 11 7. DEVELOPER MALL SHOPS `F" �I H rn 1 8. DEVELOPER MALL SHOPS "G" 76,651 SF 69,187SF tblfSw,.e�+ 9. DEVELOPER MALL SHOPS "H" 23,770SF 22,60BSF 10. DEVELOPER MALL SHOPS "I` 16,6175F 13,4945E r"$- I4 DSCAPED ISLAND.. -68,783SF 60,377SF ` PAINTED NO''. PARKING ISLAND LANDSCAPED ISLAN it. DEVELOPER MALL SHOPS "J" Qb /- DISABLED PARKING. SPACE WHERE OCC RS PAINTED NO PARKING ISLAM 12. DEVELOPER MALL SHOPS "K" 47,089SF 44,359SF 13. DEVELOPER MALL SHOPS "r' � 7,373Sf 5,735SF a- 14. KIOSKSS(15 OTAL 7 SF/EA) 278 945E 250, 6SF _ 17 1I1 NON -MALL BUILDING AREA 1 8.000SF 7,500SF ® NON -MALL BUILDING AREA 2 2,500SF 1,300SF<<' NON -MALL BUILDING AREA 35,300SF 5,25OSF ,. .. NON -MALL BUILDING AREA 4 > " 7,000SF 3,600SF > NON -MALL BUILDING AREA 5 50,90OSF 50,857SF AREA -PLAN NON -MALL BUILDING AREA 6 7,Oo0SF 6,912SF T- — NON -MALL BUILDING AREA 7 ,120SF ,536 F SUB -TOTAL 80,6205E 75,536Sf INTERSTATE 5 — - — - — _ — - _ - — - i TOTAL 862,171SF 720_014SF - — - ,- - __ _ — - - — - — - .. — - — - -- - — - -- - — ' 'IV-TOTAL-PWUNG PROVIDED — — - — - — - 3,794 _____-_- ------------------ STANDARD - —' - — - — - — - COMPACT (MAXIMUM 10% TOTAL) V PARKING RATIO 3,241 4.5 PER 1000 SF/FLOOR AREA _ ---------------------__--------2647.76'_____—___ ------- --------__--___ ----- N=4'40'OQ �-___ --- -- ---- ---- - _ _ — - — - OPEN TRENCH DRAINAGE EASEMEN I - — - — - — — R -TRANSMISSIO#' €A3EMENT — - — - t \• MESSAG CENT PYLON LGN 05 - - - - - - - - - - c ^ 24 n n 226'-6 1/16" I ` ` ' ( I \` 1 ' i I ; --------------- ------- 2 ------ t I N EMPORI# 1 N 1 1 M 1 I v ONE LEVEL + METAL 190 ti L=� 1 a COMPACTO 1 i m13 TRUCK DO K 1 82 I m _ D I 1 BIKE RACK BIKE RACKCM0 TARGET E+XPANSION1 �yy11]1a 1 I w COMPACT CINEMARK 1717MONUMENT SIGN 32 1 I ~ H COMPACTONE LEVEL21" t �� I �� —� I I n C 78 P OPAE _ — - GATEWAY LOOP — - _ COMPACT � 1 M i LOADING 1 n T K fV N1 TARGET 01 MPACT -' ONE LEVEL I e 72'co = N NON -MALL BUILD1t�G AREA N0.3 T EL' 433.5' 4ppplN SEARS 0 NOT TO EXCEED FOUR BUILDING - 1 TOILETS AREA KE RACK- LOADING AREA N 25~ 4 ENVELOPES AND 50,900SF B 1 STORES F STORES F 1 o q - °' ONE LEVEL v 44' �D _ EL. 433.5' STORES G I STO S G pi STORES H 1 " fl TARGET COURT STORES G - ------ A C -- -_- -_- _-- - . - ------- I- _-=a— � . BIKE K z r TARGET '?J - — p —f �l _ ]26 � i EXPANSION1(4)1 4 / 2T PLATFORM ` ----------- ----- - .�`1--- _-75'n -- •`iv 1 32' BIKE RACKS r�� EL 439.5' ` % - EA b b STORES K I i STORES J _ ,rn 1 1 1 STORES J , "M, ` i _ MNNT. r' STORES 1 a, 1 `♦ n i ,AREA °° 40 48 COMPACTOR I - _ _ OADING AREA i ' a' GGMC r —'- — — — — -BIKE RACK C ACTOR 1 o Jj COMPACTOR I NG AR 1 LOADING 2v 1 ' U PN` 67 a^ 1 I sr p AREA _ -- W is MOVIES 12-M f \ t T FOOD COURT TAF GE TRACT 1 `'� „THEATRE MRANSIT - HELTER STOP( IKE ACKS (2)--1 ' 81KE RACKS 3 y \�' 1 E I a r L_—.l L--•1 i N `o\ gpo� S�oar� 485 1 N '' 1 "' 37 0 `1 ✓,'en< ac, �4�� 5 1 80420 lei= __31433012 - - ------ - � e 1 N -M UILDIE4 NO. 4 ► d4� 1 N T TO 120 t 21 Coup Acr r----, eVO�\iyG � ` NOT EX EEDDO E BUILDINGi "0 0 AREA p(P ENVELOPE AND 8,000SF 5 0 s CENTER PYLON SIGN -1 g) \` (10) /' gp4.93 J $ [MALL BUILDING �f{EA NO.6 NO TO EXCEED TWO ILDING (18)' NON -MALL BUILDINIA'-)NO,\ NOT TO EXCBUIL _ ENVELOPE A D 2,5 SF I (8) S. R=2917.92 S. 2'44 20 W. 222.48 R=2904.93' S ___,_- l FUTURE GATEWAY STREET — SI AL MONUMEN�7SIGN SIGNNAL NON -MALL BUILDING AREA N0. N L {ALDING NO. t NOT TO EXCEED TWO BUILDIN EX ILDING rNW Wore enln �,300SF' E L PES D 7,000' U # r 95 _ _ ) __ (4 y__ - 1 S. 4.56'00" W. 148.74` 800.14' 'MONUMENT SIGN ----� TRAFFIC SIGNAL lr GATEWAY MALL SPRINGFIELD, !OREGON TARGET EXHIBIT °'A-1" 50 0 50 100 190 200 250 SCALE '� FEET i P Q RT S T U V `" 2 3 El 5 yyam/�^ Vf 6 T 0 C) 7.o Cis r � 6 0 CZ 9 � V 10 Y /o i 12 SITE PLAN NOT TO SCALE DISCLAIMER NOTICE This drawing contains one or more proposed land use concepts which are presented in a graphic format (the "Drowing"). This Drowing, prepared by General Growth Properties, Inc, ("General Growth"), is delivered to you for information purposes only and without warranty or representation of any kind whatsoever. You are instructed not to rely upon the Drawing as design or construction documents. The Drawing has not been reviewed and analyzed by any General Growth engineer, architect or attorney far sufficiency with respect to applicable laws or engineering/orchttecturol regimen. " Represents only approximate shape & location of buildings as shown. Accurate location of out parcel buildings; their shape, square footage and adjacent site features & construction should all be verified. 13 J N 0 H i J K L M co cc0 15 ZWao CL W ww LL Z Q O pC MC0 16 NON -MALL BUILDING AREA N0. N L {ALDING NO. t NOT TO EXCEED TWO BUILDIN EX ILDING rNW Wore enln �,300SF' E L PES D 7,000' U # r 95 _ _ ) __ (4 y__ - 1 S. 4.56'00" W. 148.74` 800.14' 'MONUMENT SIGN ----� TRAFFIC SIGNAL lr GATEWAY MALL SPRINGFIELD, !OREGON TARGET EXHIBIT °'A-1" 50 0 50 100 190 200 250 SCALE '� FEET i P Q RT S T U V `" 2 3 El 5 yyam/�^ Vf 6 T 0 C) 7.o Cis r � 6 0 CZ 9 � V 10 Y /o i 12 SITE PLAN NOT TO SCALE DISCLAIMER NOTICE This drawing contains one or more proposed land use concepts which are presented in a graphic format (the "Drowing"). This Drowing, prepared by General Growth Properties, Inc, ("General Growth"), is delivered to you for information purposes only and without warranty or representation of any kind whatsoever. You are instructed not to rely upon the Drawing as design or construction documents. The Drawing has not been reviewed and analyzed by any General Growth engineer, architect or attorney far sufficiency with respect to applicable laws or engineering/orchttecturol regimen. " Represents only approximate shape & location of buildings as shown. Accurate location of out parcel buildings; their shape, square footage and adjacent site features & construction should all be verified. 13 17 SP -1 J 14 W rn y Z �LU0 co cc0 15 ZWao CL W ww LL Z Q O pC MC0 16 PROJECT No.: 320 DRAWN: Jr 17 SP -1 W X y Z DATE 02/28/03 SECOND AMENDMENT TO SEPARATE AGREEMENT GATEWAY MALL THIS SECOND AMENDMENT TO SEPARATE AGREEMENT (this "Amendment") is made this 30' day of MM. 2013, by and between GGP- GATEWAY MALL L.L.C., a Delaware limited liability company (as successor in interest to Gateway Mall Limited Partnership) ("Developer"), and TARGET CORPORATION, a Minnesota corporation (as successor in interest to Day@ Hudson Corporation) ("Target") A. Gateway Mall Limited Partner previously entered into that certain Separate e Gateway Mall in Springfield, Oregon (th ent Amendment to Separate Agreement, May Agreement'). C I B. Developer has (`BW W") pursuant to which 1 Building Area No. 1 at the Cel G C. Developer provided. 0 In const on of th and for other and valua� acknowled each party, 1 Dayton Hudson Corporation have dated March 13, 1990, with respect to ), as amended by that certain First 2003 (collectively the "Separate J the Ce with Wingmen V, LLC do Ings restaurant on No Mall oQ0 e Sep V '4§l reementQ herein A o� as Amendment, h are hereby v O v 1. Recitals A, B and ige are I# incorpo to this Amendment and made a part hereof. 00 p\\ 2. Capitalized terms not otherwise defined her�Js�M1„I have the meaning ascribed to such terms in the Separate Agreement. 3. Target hereby waives its right to cc Section 10.3(b) of the Separate Agreement with respect to the required parkin for a restaurant use on the Non -Mall Building Area No. 1 (the "Target Waiver"), subjec o 0 of the following conditions: a. In the event that BWW does not commence its restaurant business with the public from Non -Mall Building Area No. 1 on or before Jane 1, 2014, the Target Waiver will automatically expire on said date. 14740]9 A b. The Target Waiver will be effective only as long as a tenant conducts a restaurant use within Non -Mall Building Area No. 1. c. The building constructed on Non -Mall Building Area No. 1 must not exceed 6,000 square feet in Floor Area. d. A minimum of 70 parking spaces must be provided on Non -Mall Building Area No. 1 for the restaurant use. e. The Target Waiver does not, discharge Developer or Target for any of the of REA or Separate Agreement. f The Target Waiver does any provision of the REA or Separate Agrt g. Developer under restaurant's puking ratio from any 4. Developer and Properties Inc. dated 7anuarX Exterior Elevations A100 Agreement. Off' 5. L with respect to service. ifically provided above, release or performed by such party under the B W W the right to benefit from or enforce E t it is re sible for btaining waiver(s) for the uire�tparties, if �y��//JJle at pursu�j�'the letter addressed to Rouse D13, Tar proved the W elevation plans i ding 01 an or PlarbS*QQ,O as required by th arate 0 'v s righ*tOce Arti e 5 by the Se Agreement pay anfee f e�advertisirnd promotion 6. ere is an4 1, ct betty 8 prov Amendme provisions of this ent we amende s Amendment, the Agreeg0 remain 1 force and effect. p O O 7. Each of Developer hra'd Target represent right, power and authority to execute, deliver and required actions, consents and approvals therefor Furthermore, Target and Developer each represents an Amendment, the Separate Agreement as amende parties with any interest in their respective par any mortgagee's interest, their successors and asS agreement and this supplemented and ter and Target and viants that it has the full capacity, der this Amendment, and all been duly taken and obtained. rants that upon full execution of this Amendment will be binding on all ig, without limitation, the holder of 8. The provisions of this Amendment and the Separate Agreement are for the exclusive benefit of Developer and Target and not for the benefit of any third person; this Amendment and the Separate Agreement do not confer any rights, express or implied, upon any such third person; and there are no "third party beneficiaries" to this Amendment or the Separate Agreement. 9. This Amendment may be executed in multiple counterparts, each of which may be an original, telecopy or electronic file portable data format (.PDF) and all of which evidence only one agreement and only one full and complete copy of which need be produced for any purpose. Promptly following either party's delivery of any such telecopy or .PDF copy to the other party, original counterparts thereof must be delivered to the other party but the validity of the document will not be affected by the failure to do so. [EXECUTION ON FOLLO OPAGES] oO QQ ooh �C� � d 0, L) Off' 0� X00 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. DEVELOPER: GGP-GATEWAY MALL L.L.C., a Delaware M IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above v✓ritten. TARGET: TARGET CORPORATION, a Minnesota LE THIRD AMENDMENT TO SEPARATE AGREEMENT GATEWAY MALL THIS THIRD AMENDMENT TO SEPARATE AGREEMENT (this "Amendment") is made this 30n'day of' 2014 (the "Effective Date"), by and between GGP- GATEWAY MALL L.L.C., a Delaware limited liability company (as successor in interest to Gateway Mall Limited Partnership) ("Developer'), and TARGET CORPORATION, a Minnesota corporation (as successor in interest to Dayton Hudson Corporation) ("Target"). RECITALS: A. Gateway Mall Limited Partnership and Dayton Hudson Corporation have previously entered into that certain Separate Agreement, dated March 13, 1990, with respect to Gateway Mall in Springfield, Oregon (the "Shopping Center Site"); as amended by that certain First Amendment to Separate Agreeme ted May 5, 2003; and as further amended by that certain Second Amendment to Sepaza a ent, dated May 31, 2013 (collectively, the "Separate Agreement'). O B. Developer and Target are all of thews dp that certain Construction, Operation and Reciprocal Easement Agreement dated March 13, A�.a��,3 d recorded on March 13, 1990 as Reception No. 90-11883 in the Official Records for L'adety, Oregon (the "Original REA"), that certain First Am dment to tion, Op o d Reciprocal Easement Agreement dated May 5, 2003�ed on June , 3903 as Rece 2003-053669 in the Official Records of Lane ComR., and that c econd nt to Construction, Operation and Reciprocal Easement e�sent date er 13, 200 x p d on October 29, 201 1--s Reception No. 2013-056807 in J j jQthcial Record. �Sp Lane Count}t,. Qn. � C.� vel oper desires to make certar jfications t�th ppmg Cc"r as part of a red ent of the Shop enter modifications to 1 ining. D. In support of that redevelopm� Third Amendment to Construction, Operation 1 even date herewith (the Original REA asAmende E. Developer and Target provided. would cahWr*get to veloper and have executed that certain >Reciprocal E y o Agreement dated of s ceclivelrefe the "REA"). amend parate Agreement as herein 10 pp In consideration of their mutual covenants and agree and for other good and valuable consideration, the receipt wo acknowledged by each party, Developer and Target hereby agree 1. Recitals. Recitals A, B, C, D and E above are Amendment and made a part hereof. TLk1591274v5 I in this Amendment, of which are hereby incorporated into this 2. Capitalized Terms. Capitalized terms not otherwise defined herein will have the meaning ascribed to such terms in the Separate Agreement or the REA. 3. Article 2. Article 2 of the Separate Agreement is hereby deleted in its entirety. The parties acknowledge and agree that Target does not have any obligation to pay to Developer an Enclosed Mall Contribution or any other reimbursement for any fees or expenses related to the operation, maintenance and repair of the Enclosed Mall. 4. Contribution to Common Area Maintenance. The fourth sentence of Article 3.1 is hereby deleted in its entirety and replaced with the following language: "Target's share means that part of Common Area Maintenance Cost for each twelve (12) month accounting period, to be computed by calculating Eleven and Ninety-Twoedths percent (11.92%) of the Common Area Maintenance Costs. ounts payable with respect to insurance, security, or other Common tenance Cost by or for the benefit of those Tracts, if any, as to whit art of the Common Area is maintained by Developer at any ttrn i4ing the accounting period in question will be deducted from Commono* Maintenance Cost before calculating Target's share there " �/ (1 Q/ CJ 5. Article 4. Arti�af the Separagteement is h lr��e eted in its entirety. 6. Article 6. Article 6 of t o orate Agr itjs herebyy P"ts entirety. Conditions tin AI ll Buil s. Thel f�owa� 6 gg use o ded at the e e list confer tcle 10. l/O� "(r��,establishme 10!�Aing or e rtip%, illicit 2 or related (s) any estab t hich exh i rther live or means to any degree, nude or all ]othed r waits ddition, no restaurant use is perm%toorts uire el to weaz form that a reasonable person woor to be s provocative (e.g, so- called hot pants and shnot c Q ring the entire buttocks, tight -fitting or otherwise revealffigjWtops or halter tops); be any gambling facility or such as otY,40, d off-track or sports betting parlor; table games such as bla poker; slot machines, video poker/blackjack/keno machines or si 'ces; or bingo hall. Notwithstanding the foregoing, this prohibition t applicable to government sponsored gambling activities or c"ble gambling activities, and video poker/blackjack/keno machines or similar devices so long as such activities and devices are incidental to the business operation being conducted by the Occupant; (u) any firearms testing or firing range, or the sale or display of any type of firearms or ammunition, except that a sporting goods retailer such as Cabela's may sell and display firearms and ammunition as an incidental part of its business." 8. Additional Restricted Uses. Article 11.11 is deleted in its entirety and replaced with the following: "11.11 Restricted Uses (a) The following use and occupancy restrictions are applicable only to the Developer Mall Stot i. No restaurant is perm in one hundred fifty (150) feet of the Store Area on the Targe( ra¢t� O ii. No pet shop is permitted within on ed fifty (150) feet of the Store Area on the Target Traces _(�//55����'''' (b) The fol u}s/,der and o% afrty restrictiooit3 licable only to the Developer 1 <1/ es d the v��lvp�lero 1 ' digg Areas: i. No store, de artmen eration ofv sellin or or sale O� any ph eutical drrd�j�iring the s s�licenseiamfd t is ^� permitt /, �p�J ii. grocery stores ahermarket, cdn4ei,{�,cc store other store, or " nt within a Q or the sale d{ QB d/or beverages, is perm xcept that tw'A upanta may u two thousand (2,000) square fe Moor Area e'aeiS f e display f such products. One-half of theta space adja yd isplay ch products will be included in call oor Area to ses of this sub -article. Restaurants are not pr on the b of this sub -article." 9. Redevelopment. The followingadded as Aricle 12 of the Separate Agreement: p, "ARTICLE 12 TARGET DE-MALLINNO9 12.1 Amended Plot Plan. The Plot Plan attached as Exhibit A-1 to the Separate Agreement is hereby superceded in its entirety by Exhibit A-2 attached hereto and made part hereof (the "Amended Plot Plan"). All references in the Separate Agreement to the Plot Plat, the Amended Plot Plan, Exhibit A or Exhibit A-1 will mean and refer to Exhibit A-2. 12.2 Developer Remodel Work. A. Developer desires to make certain modifications to the Shopping Center Site within the area identified on the Amended Plot Plan as the "Control Area", including but not limited to (i) the remodeling of certain portions of the exterior of the Developer Mall Stores, (ii) the construction of additional Developer Non -Mall Stores, (iii) the reconstruction of certain portions of the Common Area on the Developer Tract and (iv) the staging area for this work (collectively, the "Developer Remodel Work"). Prior to commencing the Developer Remodel Work, Developer will deliver plans and specifications for the Developer Remodel Work to TNthi"ays s review and approval (collectively, the "Developer Remodel Plans")must provide any objections to the Developer Remodel Plans withof receipt. If Target objects to the Developer Remodel Plans, Develope arget must mutually consult to establish approved Developer Remodel PI The Developer Remodel Work will be completed (i) in accordance with a licable laws, rules, and regulations, (ii) in a first-class workma�i4ijce manner ist-class materials, and (iii) in accordance with 1 applicabl `a ons of th to Agreement and the REA. The Devel odel WoiGwi4} be comple (� ordance with the schedule attached beret hibit C (thee*o er SchBd' O �O O cdB. To assure Target thin cient fundsailable to coy oper Remodel rk within o mmon AT6 4he Contro ke ( a ly, the "Co rea Work eloper m the neces third- ollectivel� uarantors cute a Gu strictly final form d hereto as t D (the or ) cone tly with execution o endment. /I n C. If Tarrmes in 'I [�g 's reasonable t and in good faith that the performanc Control Ar rk is not p g so as to permit the Control Area W6r be complef�d� the dates orth in the Schedule, Target may give noti ch fact to er. If Developer does not present to Target reasonable evi thin ten days of receipt of such notice, that the work will be complete& red, Target will have the right, but not the obligation, to assume control of y designated portion of the Control Area Work ("Take -Over Right"). Taz @i implement Target's Take - Over Right with respect to such portions of the o ea Work as Target may determine from time to time is in Target's best t assure the timely completion of the Control Area Work. Target may choose dement Target's Take -Over Right with respect to any portion of the Control ork, and either later or at the same time exercise the Take -Over Right with respect to another portion of the Control Area Work. Target may stop work on any portion of the Control Area Work, and have no obligation to continue, if Target determines (i) that such work will not benefit the Target Tract, (ii) that Target is unlikely to be reimbursed by Developer or the Guarantors, or (iii) for any other reason in Target's reasonable discretion. Developer hereby grants to Target, and Target's contractors, agents, and employees, a temporary license to enter upon the Developer Tract for the purpose of performing all or any part of the Control Area Work. In addition, Developer hereby non -exclusively assigns any license or easement Developer has over the property of others that is necessary for performing all or any part of the Control Area Work. D. If Target exercises its "rake -Over Right, Developer shall reimburse Target for all costs and expenses incurred by Target (i) to complete any portion of the Control Area Work, (ii) to pay other items related to the Control Area Work as they become due and payable, (iii) to pay amounts necessary or desirable to release, bond over, or settle any%MMlca& s' lien claims, (iv) to pay for any costs arising due to Target's exercisePs rights under this Amendment, and (v) to pay or reimburse Targe[ foe to person or property on the Target Tract. 12.3 Target Remodel Work. A. In cons tion forT� approval 4b lbe de-malling of the Target d the Enc] ,11a11, Developer will pay to "target on or be or a 2, 2014, of Seven Hundred Fifty Thousand and o/�0 Dollar 000.00) - odel O Allowance"). Foll receipt of_Q Remodel ce, Target 1, at Tar e cost a se, com t � 0 re ode rk to the ex p f the TarI S ursuant I e p Tans in cations (th et Plans j than have bee �� viously r Y i and ap egby Developer and (are ented b x attached veto as Exhibit E-1 the `° Remodel The Target Remodel Work will be complIe�j r�yn accord ith all applicable laws, rules, and regulation ftn' first-class anlike m firs[ -class materials, and accordan a 11 applicab first-class of the Separate Agr NII RE Target Remodel Work will be completed 1 with chedule attached hereto as Exhibit E-2 (theSchedule"); provided, however: (y) the Target Schedulsted by the time of the delay in the Target Remodel Work taus (1) any Developer change order to the Developer Plans, or elay in the Developer Remodel Work; and (z) notwithstan mg to the contrary in this Amendment, Target will not ha obligation to commence, continue or complete any Tar emodel Work during the months of October, November, December and January. B. Developer approves the Outside Sales Area on the Target Tract as depicted on the Amended Plot Plan. The Outside Sales Area will not be considered to be Common Area during the period that such area is used for sales and/or display purposes and will never be calculated within Floor Area. 12.4 Remodel Area. The Target Store Area and the Control Area are collectively referred to as the "Remodel Area". A. Architectural Theme. The exterior of all Stores within the Remodel Area must comply with the architecturally compatible theme represented by the building elevations (the "Theme") attached hereto as Exhibit F-1 and all other requirements of the Separate Agreement and the REA. To ens a compliance with such Theme, each Party will, at least thirty (30 before the commencement of any work on its Tract within the Dev emodel Area, submit to the other Party for approval those subm' sXTheme Submittals") required by Exhibit F-2 and Exhibit F-3tad hereto covering the initial construction of each Store Z- additions, remodeling, reconstruction or other alteration ther hich changes the exterior thereof; provided, however e Parties aiv� requirement for the submission erne Su but not r rement to comply with the Thio any Stor W constructe th,015 get Tract if such Store refleototype "T Ei' tail storrejects the Theme Subrri s r not co tibp� withthe O submitting Party and th Party will ly consult tsh approvedTr,��yl,.,.e Submi a propose �rk. The Parti O not withhold oval of, o end changes in the Th al//�, ,mrttals i{� a Submi nform to the Theme and a]N� �quirements Separate Bement and REA. In no event sha arty require other Party to utilize design standards supero "ose utilized proving Parry in the construction of any Store on its Tract; provrd w ver, that an approving Party may require that an All Sided Buildinei the All Side Requirements. Approval of Theme Submittals y pproving Party shall not constitute assumption of responsibility fo ccuracy, sufficiency or propriety thereof, nor shall such approval c titute a representation or warranty that the Theme Submittals comply with governmental requirements. No material deviations 1 be made from the approved Theme Submittals. OD B. Common Boundary Lines. Stores in the R ea may be located along each Party's respective common bound and each Party shall support any request by another Party for a ard or setback variance if the same is required in order to accommodate such construction. Notwithstanding the foregoing, the wall, roof, foundation or other structural portion of one Store shall not receive support from, nor apply pressure to the other Store. C. Unlimited Area Buildings. The Store on the Target Tract is classified as an "unlimited area building" under certain building codes; the term "unlimited area building", as used in this document, refers to a Store that is allowed to exceed area limitations stipulated in the applicable building code, not by virtue of its construction type, but as a condition of its isolation on the property and by its inclusion of a sprinkler system. No Store shall initially be placed or constructed on any Party's respective Tract in a manner which will, based on then existing governmental requirements, either preclude an "unlimited area building" on the Target Tract along such Tract's common boundary lines or cause an existing unlimited area building" on the Target Tract to no longer be in�ance with applicable building code requirements; provia o ever, that subsequent changes in governmental requirement alt obligate a Party to modify or alter its existing Store. O D. Unlimited Area Building Grouoine� Cnlimited Area Building Grouping" means the St Sites o th 0 arget Tract and the Developer TrAct that colle Qi ly provide p far an "unlimited area buildi erenced in Article 12.4(C All Stores constructed witty Unlimited Area Builth ping shall comply with there uegents set foo th in (1) — (4) be quired by any governmental no es, each Par, 1 join in a ble declaratio t confirms fence of�00) foot c we around the ted Area Bu rGinupmg. l/O� Store may trotted witf s (60) feeOte Store Site O adjoining less such St einafter referred to as the �acent Store, a located i tely adjacent to the commoVary line attached to if any, on the adjacent T in ordance w� icle 12.4 (2) If an Adjacent S ' is, then nomay be located within sixty (60) feet of a nt Store C, such Store is attached to the Adjacent Store dance with Article 12.4(B); the Adjacent Store and all other on the Tract that are attached to the Adjacent Store and to each a hereinafter referred to as the "Store Group". (3) Any Store that is not part of the Store Gio�%I be located at least sixty (60) feet distant from the Store Gro (4) The Adjacent Store and the Store Group shall comply with the building code requirements applicable to an "unlimited area building", including the installation of an approved sprinkler system for fire protection. E. No Developer Mall Store within the Control Area and no Store within a Developer Non -Mall Building Area may exceed one (1) story, nor the following height restrictions: Developer Mall Stores within the Control Area �V Developer Non -Mall Building Area.. O The height of any Store sh floor elevation to the top ure" means such in e ent or suit Fa have the ri Tract which extend provided, how ch from the front of Styrs used herein, the p things as satellite and 4j together with associated eq -26 feet excluding Architectural Features and 31 feet including Architectural Features; provided; however, this restriction shall not prohibit the construction of two (2) Architectural Features not to exceed 35 feet as long as such Features are located at least two hundred fifty ��•-�r�`)/�5,(11 feet away from the Store on t., 1Brt Tract. -2500'tF.Et luding Architectural .� Features <W 0 feet including Architectural 4 a uredo culazfr�Otl1 ed structure. ,,' "Archit ir�j arap se, mecbh n the roof Store. Any n ait�pair, repla and remove below) top of a Store on its e height !'0 tablished above; at n Eq1 be set back rty f mers. As icat Equipmen�ineans such dishes,MiPpmas and laser heads, d cable.' as to reduce 10. If there is any conflict between the p�%by Separate Agreement and this Amendment, the provisions of this Amendment wixcept as supplemented and amended by this Amendment, the Separate AgreemenDeveloper and Target and remains in full force and effect. 11. Each of Developer and Target represents and warrants it has the full capacity, right, power and authority to execute, deliver and perform under this Amendment, and all required actions, consents and approvals therefor have been duly taken and obtained. Furthermore, Target and Developer each represents and warrants that upon full execution of this Amendment, the Separate Agreement as amended by this Amendment will be binding on all parties with any interest in their respective parcels, including, without limitation, the holder of any mortgagee's interest, their successors and assigns. 12. The provisions of this Amendment and the Separate Agreement are for the exclusive benefit of Developer and Target and not for the benefit of any third person; this Amendment and the Separate Agreement do not confer any rights, express or implied, upon any such third person; and there we no "third party beneficiaries" to this Amendment or the Separate Agreement. 13. This Amendment may be executed in multiple counterparts, each of which may be an original, telecopy or electronic file portable data format (.PDF) and all of which evidence only one agreement and only one full and complete copy of which need be produced for any purpose. Promptly following either p el,very of any such telecopy or .PDF copy to the other party, original counterparts the reo delivered to the other party but the validity of the document will not be affected by the fail o o. [EXECUTION ON (FOL (�1, PAGES] o� o��� d SIGNATURE PAGE TO THIRD AMENDMENT TO SEPARATE AGREEMENT GATEWAY MALL IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. DEVELOPER: MALL L.L.C., a Delaware limited By: — Name: Title: SIGNATURE PAGE TO THIRD AMENDMENT TO SEPARATE AGREEMENT GATEWAY MALL IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. TARGET: TARGET CORPORATION, a Minnesota corporation - 4 By: / (e Vitt Nelson O Sr. Vice President Target Corporation �O* Baa° o� EXHIBIT A-2 PLOTPLAN [Copy attached hereto] d mumpow . %W --- ��—.MRCo v L11 a Gr^11 ' Dano rvcs +r-iwvw nv� \ .CEYBOPBI `[1,900 SF CY�/ ,T/�T jggCT MONUAHff \ 0E F`` �S TR4cT TAPOET 9,R.DINOAREA AFEA annum Axo vaoJ W rw� V//\J • yl1y,' 01 O txc _u, cn n III \\\` 2.>005 VV V� W' i hC,ipr, CPI Ar SCh %%�� �"`/// Tr Ct b ry oO v IJ \'C V' + C Mc I V 11/i ® Rinc R J 0 ev_I r /Nor%, ui d ny leo ® Ac e.., R d o e�� A ec --^ evel per W l r ......... r tro Area T-0612 Springfield, OR K' \0003750 D0\DVVG\06125 TEA -2 DN:G 5/16f0� 3 57' 05 PN C A 9V1_J�NGS E Gsr �IINIICt GA LWAV 51REE1nti10 VJ - l00 Sf Exhibit A-2 Site Plan EXHIBIT C DEVELOPERSCHEDULE Tenant Relocations Testing & Abatement Mall Core Demolition Area I — Tenant Build Outs Area I — Sitework East Lot Area I — Pad Work Area I — Sitework North Lot June 12, 2014 — September 25, 2014 August 19, 2014 — September 15, 2014 September 26, 2014 — November 6, 2014 October 14, 2014 — August 27, 2015 January 15, 2015 —May 15, 2015 n January 15, 2015 —May 15, 2015 ("! r, March 6, 2015 — April 16, 2015 O�Q X00 �o O Oo��� OJQ 0 O o0 O 0 EXHIBIT D FORM OF GUARANTY GUARANTY THIS GUARANTY made as of this _ day of , 2014 (the "Effective Date"), by ROUSE PROPERTIES, a Delaware corporation having an address at 1114 Avenue of the Americas, Suite 2800, New York, New York 10036-7703 (hereinafter called "Guarantor"). RECITALS A. Pursuant to that certain en 2014 (hereinafter ell CORPORATION, a Minnesota corporation (a Corporation) ("Target"), having an address at 55403, and GGP-GATEWAY MALL L.L.C., a Del in interest to Gateway Mall Limited Partnership) Avenue of the Americas, Suite 2800, New Y to perform and to pay the costs o`certain "D forth in the Agreement. ��� B. In consideration of Tar; ,qDWl and entering into the deliver d"11 unity to Tug C. � er and (I `ii modifications to rping Center Shopping Center Site.o l — NOW THEREFORE, lWfi eration c other good and valuable cons ati the acknowledged, Guarantor hereby agrollc 1. Terms not defined herein sshi Agreement unless otherwise indicated to the dment to Separate Agreement executed as of the "Agreement") between TARGET cessor in interest to Dayton Hudson ollet Mall, Minneapolis, Minnesota a ed liability company (as successor ("Dem,' having an address at 1114 ew York 1-7703, Developer has agreed Remodel �s more particularly set I of t #ing of th�der tore and the Target re "at Guara and to ).css entitie0) ontemplate certain ok'ry�ypport of evelopment of the re Agreement and which is hereby the sameWanings ascribed to them in the 2. Guarantor hereby guarantees, unconditiondlfy'and absolutely, to Target, pursuant to the terms, covenants and conditions of the Agreement, the full and prompt performance, payment and observance by Developer, its successors and assigns, of all of the covenants and conditions of the Agreement, whether according to the present terms, cove -W,* d conditions thereof or pursuant to any change or modification in said terms, covenants conditions at any time hereafter made or granted (collectively, the "Obligations"). Developer acknowledges receipt of a copy of the Agreement. 3. Guarantor hereby waives (i) presentment, diligence, demand for payment or performance, (ii) notice of any default, nonpayment, dishonor or nonperformance, (iii) notice of acceptance of this Guaranty, any liability to which it may apply, and (iv) all other notices, demands and indulgences of every kind relating to the Obligations. Guarantor consents to, and agrees that its liability will not be affected by any changes or modifications in the terms, covenants and conditions of the Agreement hereafter made or granted, including, without limitation any forbearances or extensions of time granted by Target for the performance of the Obligations, all without notice to, or further consent from, Guarantor. 4. No act or thing need occur to establish the liability of Guarantor hereunder and Guarantor shall remain liable as principal until all of the Obligations hereunder have been paid and/or performed, notwithstanding any act, omission or thing which might operate as a legal or equitable discharge of Developer or of Guarantor. 5. Guarantor agrees that until al a terms, covenants and conditions in the Agreement on Developer's part to be performed an dare fully performed and observed, Guarantor (a) waives any right of contribution, reimb a recourse or subrogation against Developer by reason of any payment or performance by G r of any of the Obligations under this Guaranty, and (b) subordinates any liability tgdebtedness of Developer (arising from Guarantor's payment or performance of any of the tions under this Guaranty) now or hereafter held by Guarantor to the obligations evelope IT t under the Agreement. 0 Com% j� 6. Guarantor waives d all dee Fpunterclaim� sets which Guarantor might or could have with res ct e Oblig� xcept full e�ance and payment thereof by Developer and/or Gua a r. �'he G wives anI statutory and commoaw defenses and discharges avayYaVJe to a s antor, or acdation co- obligo �) O O O 7. rants and ions of r hereunder a construe© absolute, cortin d unlimi e ty of pa d perfortnof the Obligafs. Target may, at its in Guazant arty in any or proceeding brought against Developer in connect$ d based u sing out o f the Obligations under the Agreement, and recovery in had against tot therein, or not judgment is also taken or had against Develope . tis Guarant ay enforce ,P�etetagainst Guarantor without first proceeding against Dev�� r withouwing recoursd, .nst the Developer Tract. O o VT o O 8. Guarantor agrees that the validity uaranty s all not be terminated, affected or otherwise impaired by reason of any assi ther transfer of all or any portion of Developer's interest in the Agreement or the Develop 9. If Target brings or commences any legal actio ceeding to enforce any of the terms of this Guaranty and provided Target prevails in any s ion or proceeding, Target shall be entitled to recover all costs and expenses of litigation, in ding reasonable attorneys' fees and disbursements, court costs and costs of discovery. 10. Guarantor warrants and represents that: (a) Guarantor has the full capacity, right, power and authority to execute, deliver and perform this Guaranty, and all required actions and approvals therefor have been duly taken and obtained; (b) the individual(s) signing this Guaranty on behalf of Guarantor is and shall be duly authorized to sign the same on Guarantor's behalf and to bind Guarantor thereto; (c) this Guaranty is and shall be binding upon and enforceable against Guarantor in accordance with its terms, and will not result in a breach of, or constitute a default or permit acceleration and maturity under any indenture, mortgage, deed of trust, loan agreement or other agreement affecting the Developer Tract and to which Guarantor is subject or by which Guarantor is bound; and (d) Guarantor has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Developer's creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Guarantor's assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Guarantor's assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. n 11. This Guaranty shall in to thn tt of and may be enforced by Targe[, its successors or assigns, and shall be binding upor�taai&��nforceable against Guarantor, its heirs, executors, administrators, personal representatives, s es!t�rs or assigns. 12. Guarantor covenants and otherwise dispose of all or subs tia of said assets, as the case in responsibilities of Guarantor ere deliver notice of such assumption to " obligations Developer o for or by Developer inclu ithout lim, creditor's proceed,Niverslhirlimiation or modifica or of any remedy for thfrom the operation of other statute, or from the decision Agreement in any such proceedings. agrees )hqt it willli6t p'ge or consolidate or sell or ly all tlassets, unles9�E;7i yviving entity or transferee isurres OK" agreemenf4 ations, covenants and Such sur entity or shall promptly e(7 � O iiliti� o uarantor 'hereunder shall not be eemed therwise d by any bankruptcy or insoly� of prey or , �pcy proceedings brought by o i��ss;;�� (a) any r`�is�n discharge of Developer in46iy tcy or other roceedings, (b) any impairment, ity o toper or the estate of Developer in bankruptcy, A Devel er said liability under the Agreement, resulting fu pro ' ory�ftthe United�Si affinptcy Code or ��,(((�,(( court, o rejection affirmance of the 14. This Guaranty is intended to be ni; %*_deliverecT in the State of Oregon, and shall be governed, construed, and interpreted in al] re accordance with the laws of the State of Oregon. °� O 15. Guarantor's obligations hereunder may not be anther than as contemplated in this Guaranty. O 16. No amendment or waiver of any provision of this Guyl� shall in any event be effective unless the same shall be in writing and signed by Target, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 17. No single or partial exercise by Target of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. All of the rights and remedies of Target shall be deemed to be cumulative. 18. If any provision of this Guaranty or the application thereof to any party or circumstance is held invalid or unenforceable, the remainder of this Guaranty and the application of such provision or provisions to other parties and circumstances will not be affected thereby, the provisions of this Guaranty being severable in any such instance. 19. If Guarantor consists of more than one person, firm, or corporation, the obligations and liabilities under this Guaranty of those persons, firms and corporations shall be joint and several, and the word "Guarantor" shall all or some or any of them. 20. All notices to Guarantor shall m the same manner as notices are to be sent under the Agreement and to the address o G for set forth above in the introductory paragraph of this Guaranty with copies to the �s) where notices are to be sent to Developer under the Agreement. O n 21. This Guaranty shall terminate an l be ofv no for and effect upon the later to occur of (i) the dateo hic��h` the ��r accordance with the Agreeme the date w�l of mechanic's or materialmen's li s er vted or cl ' (provided, that if such statutory peri hxpired an a ains� arg /4//n et Tract, the d§be shall be afyff5�until g � �a modehas been completed in the statut enod for the filing URthe et has expired c ns remai s dor claimed h remove 0 IN WITNESS WHEREOF, this Guaranty has been duly executed this day of , 2014. Guarantor ROUSE PROPERTIES, a Delaware corporation Its: Name: STATE OF ) AV COUNTY OF ) �/ The foregoing instrument was sworn to and a ged before me this _day of 2014, by e of Rouse Properties, a Delaware corporation, by ehal ofcpnpan either personally known to me or prodraNd ��jfor identification. <; oat Notary I e of OOH p ��'� to �- My Commission�� � o O ��O S Gr: O a �`'6 Sheet Title AD111 Demolition Plan A I I I Floor Plan A201 Exterior Elevations A602 Specifications (Partial) A603 Specifications (Partial) EXHIBIT E-1 TARGET REMODEL WORK Plans and SDecilications Plan Date 5/1/14 5/1/14 5/1/14 5/1/14 5/1/14 Revision Date N/A N/A N/A N/A N/A EXHIBIT E-2 TARGETSCHEDULE Mobilization August 4, 2014 Prep/Demo August 5, 2014 — August 12, 2014 Infill Mall Entry August 11, 2014 — August 20, 2014 Interior Build -Out August 21, 2014 — October 8, 2014 Turnover October 9, 2014 EXHIBIT F-1 ARCHITECTURAL THEME [Copy attached hereto] d I I I I I C E k + I vk i .�.�. FT ... M V e. �p ROUSED I HpilN Ep1EELEVPigN4 FABilllll Al NORTH ZONE ELEVATIONS SHOP9AT-. F<var k'Al L OFSicn cweeunes 16 EXHIBIT F-2 THEME SUBMITTALS The constructing Party must make the Theme Submittals to the approving Party in full compliance with the following provisions: A. All submittals must be made using the form Submittal Letter attached to this Amendment as Exhibit F-3, without any deviation therefrom. B. All submittals must be delivered on 8 Yd' x I I" paper. All text (including on any schedules, elevations or plans) must be in at least eight (8) point font. If requested by the approving Party, the constructing Party must also submit an electronic copy (in .pdf, 8 ''/v" x 11" format) to an email address provided by such approving Party. An approving Party may request that only an electronic copy be sent. C. The submittals must include all of the following, all in reasonable detail (the "Theme Submittals"): Location _ A copy of the existing Amended of PlanmCed how the location of the Building(s) for w ch elevatior al is reque� Elevations and 1 ' ,O� O Color elevations of all exposedes of th for for whic� approval is requested VVo O �ing and azchitf ,I feature e��'�Rr such Stor� � Ovv C� Mat ri edule fora d sides of s' tore(s) (if materials used differ from those in the remai r the Shopping Center, this must be specifically noted and ex �� Site Plan, Simaee, and Related7�te//tus _ Any proposed signage for � sed Occup including all Store, monument, and directional/way findings To any sign panels) _ An engineered site layout plan showing the Store, and the immediate area around such Store, including (i) the parking spaces and the parking ratio (upon completion) for the Tract upon which the Store( will be built, it the construction staging area, and (iii) Unlimited Area tIi i g Grouping compliance Statement or spreadsheet detailing the construction sche ule for the Store EXHIBIT F-3 FORM SUBMITTAL LETTER Approving Party: Address: Re: Theme Submittals for Gateway Shopping Center Separate Agreement dated Much 13, 1990 between Dayton Hudson Corporation ("Target') and Gateway Mall Limited Partnership ("Developer") (as amended, the "Separate Agreement") City: Springfield, State: OR (T-0 The purpose of this letter is to comply wiWT t,,me Submittals provisions of the Separate Agreement relating to the above -referenced Shopter. This letter relates only to approval of the elevation for the Store or Stores detailed on a whed schedules for Theme purposes, and does not contain or constitute a request for an}9r approval, nor any waiver or amendment. The Party requesting approval r esents to e �p r,ving Party that the Theme Submittals described below do t depict an es to, or 613i *�s of, the requirements of the Separate Agreement. � �O _ no ,, As required by Exhibit F-2 to the Submi ') Scheduled A copy`dYY < (S to show `fla'� Schedule 2 Colo4 gkvations of remainder of the are the Udlftftg (the "Theme l , nts existr ,�10�y ded Plot meted e s) for whS k vation appzd S15 O ��%% (( V ed sides o ore(s) for which elevation g Store and tura) feature heights), iedrtF� all expo a of the Store that lams ations fro terials used in the Center. ,_ Schedule 3 Copies of (i) any prop Ne all Store, monument, ansign panels), (ii) an engiimmediate area around parking ratio (upon com be built, construction staging area, and compliance, and (iii) a statement or spr schedule for the Store. proposed Occupant (including finding signage, and any pylon plan showing the Store, and the fing the parking spaces and the r�(p on which the Store(s) will ea Building Grouping Isheet ailing the construction Please indicate the approving Party's approval or disapproval by signing below, and return this letter to me. Sincerely, Requesting Party: By: Its: Elevation Approval/Disapproval The approving Party hereby: APPROVES the attached elevations a!to e only APPROVES the attached elevations a,,g!k8,4y, with the following conditions: O(� O _ DISAPPROVES the elevation b�se one or terns disclosed in the Theme Submittals do not ly with `�� Bowing req s of the Separate Agreement: O "�O O^l the attached el ions do nwith the v" _ owing infdn require t ky v�ded undlepazate Ag 47t wa �ovided: �% n other reason(s): APPROVING PARTY: Print time: Date: o F06LGL � Z� X011883 qc�-r uo's 10�4�5`I 18,844 t CONSTRUCTION, OPERATION AND n RECIPROCAL I GAT SPRINGI 7293MAR,13'90#07REC 770.00 %Y9Z-MAR.1?'90g07P UND 10.00 7229MAR.13'90#07A&T FUND 20.00 606LGL 9011883 WTV ra ren WA on I DEFINITIONS. . . . . . . . . . . . . . . . . . . A. Accounting Period . . . . . . . . . . . . . . . . . . . B. Allocable Share . . . . . . . . . . . . . . . . . C. Automobile Parking Area . . . . . . . . . . . . . . . . D. Common Area . . . . . . . . . . . . . . . E. Common Area Maintenance Cost . . . . . . . . . . . . . . F. Common Building Component . . . . . . . . . . . . G. Court . . . . . . . . . . . . . . . . . . . . . H. Developer Improvements . . . . . . . . . . . . . . . . . I. Developer Mall Stores . . . . . . . . . . . . . J. Developer Non -Mall Building Areas . . . . . . . . . . . K. Developer Non -Mall Stores . . . . . . . . . . . . . . . L. Enclosed Mall . . . . . . . . M. Enclosed Mall Operation and Maintenance Expense . . . . N. Floor Area. . . . . . . . . . . . . . . . . 0. Initial Planned Floor Area . . . . . . . . . . . . . . . P. Majors. . . . . . . . . . . Q. Mortgagee and Mortgage. . . . . . . . . . . . . . R. Occupant. . . . ®. S. Operate, Operating, 0peratio T. Party . . . U. Perimeter Sidewalks . . V. Permittees. . . . . . . . . . . . . . . . . . W. Person. . . . . . X. Phase I Development 0, . . . . . . . . . . . . . . . Y. Phase II Development. . . . . . . . . . . . . . . Z. Project Architect . . . . . . . . . . AA. Scheduled Openin �e. . . . . . BB. Separate Agree 9�� . .. . CC. Store or Stor Q �. �V DD. Store Site o S 'e Site . . �J EE. Terminatkgte. . . . . . FF. Terms er andeget GG. Tract o" cts4oO�. .�. .� 2 IT EASE `! �� A. usive ments `f,vS25�(tomobil�P�ng arm„ itl cidentals . . . V' "' B,g� 1Sepe5 t'ei Utl l i ty (l```2tw2. ComUtility Jj3jes. 3. Location o#en ents Construction aroach tasement\% D. Redesignationeas w Store i E. Dominant ant E F. Fire and Se vre Corrido asement . G. Prohibition Against Granting Eas,¢9V' s. . . . . . . . . H. Easements for Access ds Road oad.. III EXERCISE OF EASEMENTS _ . . . . . . . A. Conditions for Exercise . . . . . . . . B. Rentention of Footings An Foundatlons . . . . . C. Relocation Costs . . . . . . . . . . . . . . . . . . . IV IMPROVEMENT PLANS . . . . . . . . . . . . . . . . . A. Scope of Improvement Plans . . . . . . . . . . . . . . . (i) 17 17 18 18 18 19 19 20 20 20 21 21 22 22 23 23 24 24 606LGL 9011883 Article Page B. Schematic, Preliminary and Final Improvement Plans. . . 25 1. Schematic Improvement Plans . . . . . . . . . . . . 25 2. Preliminary Improvement Plans . . . . . . . . . . . 25 3. Final Improvement Plans . . . . . . . . . . . . . . 27 C. Additional Improvement Plans . . . . . . . . . . . . . . 28 D. Changes in Improvement Plans. . . . . . . . . . 28 E. Approval and Delivery of Improvement Plans. . . . . . . 29 F. General Design Data for Common Area . . . . . . . . 29 G. Enclosed Mall Design and Improvement Plans. . . . . . . 30 H. Enclosed Mall Construction . . . . . . . . . . . . . . . 31 I. Construction Compatibility . . . . . . . . . . . . . . . 33 J. Plans for The Stores. . . . . . . . . . . . . . . 33 K. Exercise of Approval Rights . . . . . . . . . . . . . . 34 L. Entry into Enclosed Mall . . . . . . . . . . . . . . . . 34 V CONSTRUCTION OF DEVELOPER IMPROVEMENTS; OPENING DATES OF DEVELOPER MALL STORES AND ENCLOSED MALL. . . . . . . . 34 A. Commencement of Construction . . . . . . . . . . . . . . 34 B. Manner of Construction. . . . . . . . 34 C. Time for Completion of Developer Mall Stores and Enclosed Mall . . . . n 35 D. Time for Leasing and Opening pg�4veloper Mall Stores, Sears c sed Mall 35 E. Phase II Development. . . .6> . . . . . . . . . . . . . 35 VI CONSTRUCTION OFCIXR40N IMP ENT NORK _ 38 A. Scope of Common Impr nt Work. . . . . . . . . . . . 38 1. Preliminary De ment of Site . . . . . . . . . . 38 2. Improvement a Cron Ar . . . . . 39 B. Construction of mon Imp ent Wor . . . . . 40 C. Scheduling and pletion ommon ement Work. 40 1. Schedule . o 40 2. Comple . . 40 D. Design a tructio Peri te,��ldewalks. . 40 1. De2. CCosi ction. O /.off . . � 40 E. Separ n of W�cta n� c2'hJ' <qv) 41 F. Con� ction QpmtnuCN cation. ` . . . . . . . . �. 41 VII AONSConstlONtOA'M RS' ST o OPENIN�T ./ISO. 4; < Opening Dates of M��5 .�(��. . . . 42 O O �J VIII A. Floor Area.. . ION, S(0): ND H:I : . . . . . . . 42 B. Heights and tll"ions _vv (nll%� C. Uses. . . . . ..:. . O. 44 D. Prohibitions. �. 44 E. Non -Interference with Common . . . . . . . . . 45 F. Klosks. . . . 46 G. Fences and Other Obstructi O . . . . . . . . . . 46 H. Common Area Changes . . .v . . . . . . . . . . . 46 IX GENERAL CONSTRUCTION REQUIREMENTS . . . . . . . . . . . . . 46 A. Interference By Construction . . . . . . . . . . . . . . 46 B. Construction Barricades . . . . . . . . 47 C. Construction Staging Areas and Schedule . . . . . . . . 47 D. Workmanship . . . . . . . . . . . . . . . . . . . . . . 48 E. Coordination . . . . . . . . . . . . . . . . . . . . . . 48 (it) 606LGL 8011883 Article Page F. Mechanic's Liens. . . . . . . . . . . . . . . . 49 G. Construction Indemnities . . . . . . . . . . . . . . . . 49 X OPERATION AND MAINTENANCE OF ENCLOSED MALL AND OTHER COMMON AREA . . . . . . . . . . . . . . . 50 A. Enclosed Mall - Standards. . . . 50 B. Common Area Excluding Enclosed Mall - Standards . . . . 51 C. Automobile Parking Ratio and Standards. . . . . . . . . 52 D. Indemnity . . . . . . . . . . . . . . . . . . . 53 E. Parking Regulations . . . . . . . . 53 F. Payment of Common Area Maintenance Cost . . . . . . . . 54 G. Budget . . . . . . . . . . . . . . . . . . . . . . . . . 54 H. Audit . . . . . . . . . . . . . . . . . . . 56 I. Take -Over of Maintenance . . . . . . . . . . . . . . . . 56 J. Withdrawal of Tract . . . . . . . . . . . . 58 K. Right of Major to Reappoint Developer . . . . . . . . . 59 L. Perimeter Sidewalks . . . . . . . . . . . . . . . . . . 60 XI INDEMNIFICATION AND PUBLIC LIABILITY INSURANCE. . . . . . . 61 A. Indemnity - Common Area . O . 61 B. Indemnity - Tracts. . . . .61 C. Common Area Liability Insu��'�yKc4'. . . . . . . . . . . . 62 D. Parties' Liability Insura Store. . . . . . . . . . 62 E. Blanket Insurance and 6e nsurance. . . . . . . . . . 63 0 0 XII CASUALTY INSURANCE. �. . . . . . . . . . . . . . . . 63 A. Developer Improve . . . . . . . . . . . . 63 B. Stores of Major 64 C. Blanket Insurnd Sel rane. c�. 64 D. Release and W of Sub ion n 65 E. Intentionall 0 tted F. Insurance �4tee .(Q� .�/. . . . 66 XIII COVENANT 0 REPA TIAENAN oOLLTERATI* Q� AND RE TION v^tin 67 A. Mat ance . . . . . V. 67 B. R y ation mon Ar�,r .0 & 1� . 67 C. oration �d evelope rovem( O� 68 D storattor. o Stores fajors oO . . 69 �tandar s of Construc n . C,n_ . . . . 70 ,! License for Recons®ction; }l�'ei�f Commo�ea ��V for Constructi !/�V\ . 71 Q, . clearing of Pre . . O . .� 72 v H. Common Buildin mponen� 0 . 72 I. Liability o gagee. ((n 74 XIV EXCULPATION . . . . . . . . . . . 75 XV EXCUSE FOR NON-PERFORMANCE. .0 . . . . . . . . . . . . 76 XVI CONDEMNATION. . . . . . . . 77 A. Determination of Award. . . . . . . . . . . 77 B. Distribution of Proceeds of Award . . . . . . . . . . . 77 C. Unresolved Issues . . . . . . . . . . 80 D. Taking of Automobile Parking Area . . . . . . . . . 80 E. Partial Taking of Floor Area or Automobile Parking Area . . . . . . . . . . . . . . . 81 606LGL 0 8011883 Article XVII XVIII F. Mortgagee Participation . . . . . . . . . . . . . . . . G. Extent of Reconstruction . . . . . . . . . . . . . . . . H. Inverse Condemnation . . . . . . . . . . . . . . . . . . 1. Termination of Benefits . . . . . . . . . . . . . . . . CORRECTION OF SITE DESCRIPTIONS, DESCRIPTIONS OF EASEMENTS . . . . . . . . . . . . . . . . . . . . . . . SIGNS . . . . . . . . . . . . . . . . . . . . . A. Sign Criteria . . . . . . . . . . . . . . . . . . . . B. Approvals . . . . . . . . . . . . . . . . . . . C. Identification Signs . . . . . . . . . . . . . . . . . . XIX RULES AND REGULATIONS . . . . . . . . . . . . . . . . . . . fM 81 81 81 81 82 83 83 83 83 84 XX COVENANTS OF DEVELOPER . . . . . . . . . . . . . . . . . . . 84 A. Standards . . . . . . . . . . . . . . 84 B. Management Criteria . . . O . 84 C. Benefits to Majors. . . . . �'2,� 66 D. Covenants Running With the�LAniY. . . . . . . . . . . . 86 E. Dominant and Servient Esta . . . . . . . . . . . . 87 XXI XXII XXIII XXIV XXV XXVI F. Mutuality of Covenants„ on .. . . . . . . . . . . . . . 87 COVENANTS OF MAJORS " . . . . . . . . . . . . . . . 87 A. Operation Cove nan 87 1. Target Coven 87 B. Release From 0 tions. �Ov �. 88 C. Subordination ien . . . . . . 92 D. Benefits to @>:he Parti. . . . . . . 93 E. Covenants `y'ng With Land ((�� 93 F. Dominant Servien ates O � 93 G. Mutual Ot ' Coven�r .... . . 94 A. A SSESS. _ �.V. _B. estOx �. 994 Cy a men Taxes a Part ��yn )f- 2�/„ 94 �ssessm� l ti roppi ngyf qOr v 95 S� O O p ARBITRATION A. Disputes Cover . O 95 B. Procedures. 95 ATTORNEY'S FEES . . . . . . . . .J� . . . . . . . . . 96 NOTICES . . . . . . . . . (�o, . . . . . . . . . . . . 97 A. Notices to Parties. �J . . . . . . . . . . . . . 97 B. Mortgagee Notice and Rio Cure. . . . . . . . . . . 98 AMENDMENT . . . . . . . . . . . . . . . . . . 98 A. Method of Amendment . . . . . . . . . . . . . . . . 98 B. No Third Party Beneficiary . . . . . . . . . . . . . . . 99 (iv) 606LGL 0 f 5011889 Article >'M XXVII TERMINATION OF REA. . . . . . . . . . . . . . . . . . . . . 99 XXVIII UTILITY INSTALLATIONS . . . . . . . . . . . . . . . . . . . 100 XXIX MISCELLANEOUS . . . . . . . . . . . . . 101 A. Breach Shall Not Defeat Mortgage. . . . . . . . . . . . 101 B. Breach Shall Not Permit Termination . . . . . . . . . .101 C. Captions . . . . . . . . . . . . . . . . . . . . . . . . 101 D. Consent . . . . . . . . . . . . . . . . . . 101 E. Estoppel Certificate. . . . . . . . . . . . . . . 102 F. Exercise of Approval Rights . . . . . . . . . . . . . 103 G. Governing Laws. . . . . . . . . . . 103 H. Injunctive and Declaratory Relief . . . . . . . . . . . 103 I. No Partnership. . . . . . . . . . . . . . . . . . 103 J. Not a Public Dedication . . . . . . . . . . . . . . . . 103 K. Payment on Default. . . . . . . . . . . . . . . . . 103 L. Intentionally Omitted . . . . . . . . . . . . . . . . . M. Release . . . . . . . . . . . . . . . . . . . . . . 104 N. Severability. . . . . . . . . . . . 106 0. Covenants Run With the Land; Sssors . . . . . . . . 106 P. Time of Essence . . . . . . . . . . . . . . 106 Q. Waiver of Default . . . . . . . . . . . 106 R. Entire Agreement. p . . . . . . . . . . . 107 5, Index Adjustment. . p . . . . . . . . . . . . . . 107 T. Counterparts. . . . g & 108 SIGNATURES . . . . .. . . . . . . . . . . . . . . 109 ^. O . . OO�v NOTARIES Q EXHIBIT "A" DESCONS \/ Part op ev9lope ct oO� Part IT Tar ej, t O Part `\I IS'- Shop rn enter EXHIB ' - PL \AANN `n„VVVV �O 017 \J n -O �C" - M BuipHEIGHTS `v 00 o O BIT "D"4 .SIGN CRIT `"/EXHIBIT "E" - RULES` REGULoS.[004 tO % 0 0 %v j � (v) 604LGL 0 • 9011883 CONSTRUCTION, OPERATION AND RECIPROCAL EASEMENT AGREEMENT THIS CONSTRUCTION, OPERATION AND RECIPROCAL EASEMENT AGREEMENT (the "REA") Is made and entered into as of theZY day of A,X 19L� by and between the following entities: GATEWAY HALL LIMITED PARTNERSHIP, a South Dakota limited partnership in which General Growth Partners, Inc., a Delaware corporation, is the general partner ("Developer"), and DAYTON HUDSON CORPORATION, a Minnesota corporation ("Target"). W I T N E S S E T H: WHEREAS, Developer is the owner of a certain tract of land located in the City of Springfield, County of Lane, State (ply Oregon, which tract is described in Part I of Exhibit A, and shown upon lot plan attached hereto as o � Exhibit B ("Developer Tract"); and �O WHEREAS, Target is the owner fJ certai4 4;ract of and located in the o �" City of Springfield, County of Statu#JOregon h tract is described Acc�� 0 In Part II of Exhibit A aV�wn on Ex t B ("T*i Tract"); and WHEREAS, the Parties 0 eto des iiF o make �>�n 4a tegrated use of, O o o `J _O" develop and improve, Tracts nated ,,� Deve±act nd eTarget Tract, (her ter coi�ctively tr�a the ';9�ent T_, " and described in P III of E t A); and QDs 44 WHEREASPartles�slre to p�F�'l op anc��\rove the/rwpping Center Site as tonal shopping cen �`t eereinafte� called vvCenter" or the O� Q "Shoppiventer") as a part genera p�—KXn for teficial use of the O v OTracts of all of the Parties; nd /��j) WHEREAS, Target desires to cause to be co ted and thereafter to Operate, or cause to be Operated, as a par the Center, a retail facility, as hereinafter provided, (hereinafter c Q the "Target Store"), to be located on a portion of the Target Tract, which portion, sometimes hereinafter called the "Target Store Site", is shown on Exhibit B; and WHEREAS, Developer desires to cause to be constructed and thereafter to Operate, or cause to be Operated, as a part of the Center, one or more 604LGL . is 5011883 buildings as hereinafter provided, for retail and related occupancies, to the Sears Store, the Phase I Development, the Phase II Development, if built, and the Developer Non -Mall Building Areas, as shown on Exhibit B, to be located on portions of the Developer Tract, which portions are sometimes hereinafter collectively called the "Developer Store Site", as shown on Exhibit B; and WHEREAS, Developer desires to cause to be constructed and thereafter to Operate, or cause to be Operated, as part of the Center, the Enclosed Mall, as shown on Exhibit B; and WHEREAS, Developer is leasing portions of the Developer Mall Stores to Sears, Roebuck and Co., a New York corporation ("Sears") under a written lease agreement ("Sears Store Lease") and, pursuant to the Sears Lease, desires to cause to be constructed and thereafter to cause to be Operated, as part of the Center, retail facilities (hereinafter callld� "Sears Store") to be located as shown on Exhibit B; and WHEREAS, Developer and Target eachOL a to grant to each other Party to this REA certain easements in, to, o�and across the Common Area portion of the Developer Tract and the TaX4Z)A act, reactively; nd o �V WHEREAS, the Parties to thdesir make r n mutual provisions 0 for the construction, mai 0�ce and tion ofVCommon Area andFa'n buildings and improveoryt's�pon the��jj ping Cjje���P* te,nd to make other covenants and,/�'+T; ments f��Ehe mutu_' efIt oX Parties a hereinafter more �s#-lcallyCl� forth: �J O - v NOW, TH ER O in con yi[eratlon ocovena4and agr€lts on the part of eac 7 ty to tlothers, aeinaft,Ot forthT IS AGREED as follows: OO O O O0 o ARTICLE DEFINITIONS As used hereinafter in this REA, the foll terms shall have the following respective meanings: j A. ACCOUNTING PERIOD. The term "Accounting Period" means any period commencing January 1 and ending on the next following December 31, except .that the first Accounting Period shall commence as to each Party, on a date thirty (30) days prior to the earlier of (i) with respect to Developer, its respective Scheduled Opening Date, and with respect to Target, the date -2- 604LGL • • 9011889 required to first open for business in its Store pursuant to Section B of Article VII, or (ii) the date each Party opens its respective Store for business, and shall end on and include the next following December 31. Any portion or portions of the Common Area Maintenance Cost relating to a period of time only part of which is included within the first Accounting Period or the last Accounting Period of a Party shall be prorated on a daily basis with respect to such Party. Except as to those other services referred to in the second paragraph of Section J of Article X, the last Accounting Period of a Party shall end on the last day that such Party shall have the Common Area on its Tract maintained by Developer. B. ALLOCABLE SHARE. The term "Allocable Share" means (i) as to each Major, that part of the Common Area Maintenance Cost to be paid by each Major for each Accounting Period under any Separate Agreement, and (ii) as to Developer, all of the Common Area Maintena Cost which is not the obligation 0 of the Majors pursuant to the respec tou parate Agreements. C. AUTOMOBILE PARKING AREA. Tt &rm "Automobile Parking Area" means all those portions of the Common Are V for oQarking pVmotor vehicles, Including Ring Roads, Access Rbkd�, incidY and irCl�/ or roadways, o pedestrian stairways, walk curbslandscapin ithln or adjace n areas used for park i ngogd0tor vehs, toget �ith aYj_i mprovemer MM�� O the Common Area whi cl,�`r�any ttmq erect ereon, ct to t:ie_ provisions of Se tD of Are II. areas s 1Onot inc n truck ramps and loa end dell 4 areas. O Cs'„lO of O '�UU D. COM REA. The erm "Comn®Area" �plaa�alI are��rwithin the exterio daries of the Shop pCenter yvt®Uwhich 4dtade available as o S hereinafter provided for th ® rat use veniegfelapd benefit of the Parties and all Occupants and Permittees.\\v Such Common Area shall include, but not b\,e\ V ted to, common utility lines and systems; Automobile Parking Ared�3 ss roads, driveways; walkways and sidewalks; malls, including the Encl 9Mall; rest rooms not located within the premises of any Occupant, emergency exit corridors not located within the premises of any Occupant; employee parking areas located outside the Shopping Center Site as may be approved by the Parties; and a Center management office; and Common Area equipment sheds. The Common Area shall -3- 604LGL ' 0 8011889 Include. but not be limited to. all items of Common Area shown on Exhibit B. Common Area shall not include Developer Non -Mall Building Areas, truck dock parking, turn -around and dock areas, the depressed portions of truck ramps serving any Store, or emergency exit corridors or stairs contained within any area exclusively appropriated for the use of any single Occupant or any Floor Area. E. COMMON AREA MAINTENANCE COST. The term "Common Area Maintenance Cost" means the total of all moneys paid out during an Accounting Period by Developer for reasonable costs and expenses directly relating to the maintenance, repair, Operation and management of the Common Area, as provided in Article X excluding (i) all costs and expenses in respect of the Enclosed Mall, including, without limitation, any Enclosed Mall Operation and Maintenance Expense, (ii) expenses related to Automobile Parking Area constructer suant to Section A of Article VIII, if any, and (111) real property taxe!.�nd assessments. Common Area 0 Maintenance Cost shall also include (1 O cost of small tools and supplies; 0c�� (ii) all acquisition costs and rent&�;arges of maintenance equipment, which acquisition costs and aggregate rr¢jijkI costs and cha_rgeessunder a rental agreement if in excess of Ten d usand Do 'tr's ($10,a) [in 1989 Dollars] for any single item of mance equ�t(Q�ynt in an§Ve Accounting Perio or If in excess of Twenty sand Dol -s ($20,00a [in �q89 Dollars the "'VVVV /\��O aggregate during any``^^_4vAccoun{�(n� eriod,4a have beeii,'approv eLs���b� he Parties participaYhA�'1 -,mill) po W secOutomob �-�r%rotecti`ly supervision ����\\JJJJJJ O_i7atrol,traff,}� ection, rol an�re ulation Parkin Area (provided tJ> `fi�more'an forty ®cent [4 1 co pertaining to such po tJ�gtZfl�g,, security, direct contro a regul n all of the Common n �O Areas sha 1 be charged to C�Area M:4ance CQlfi 00 all costs of cleaning and removal of rubbish, dirt and�ddebris / i�efrom; (v) the cost of landscape maintenance and supplies for Common 4including Perimeter Sidewalks; (vi) all charges for utilities 4ces utilized in connection with, Common Area together with all costs of rtaaining lighting fixtures In the Common Area; (vii) all premiums for public liability and property damage insurance required to be carried by Developer under the provisions of Article XI covering the Common Area, but excluding any premiums attributable to the Enclosed Mall; and (viii) in lieu of any other charge for individual costs such as overhead or for profit or supervision fees, administrative, accounting, -4- 604LGL 0 0 3011883 legal or other costs not directly expended for the maintenance and operation of the Common Area (except that twenty percent (20%) of the annual salary of the Shopping Center Manager may be charged to Common Area Maintenance cost), an allowance to Developer for supervision as and to the extent established by each Major's Separate Agreement with Developer. No capital improvements to or upon or replacement of the Common Area shall be made without the prior written approval of all Parties participating therein; provided, however, there may be expended for replacement of capital Improvements (subject to the provisions of Section B of Article XIII) In any one Accounting Period an aggregate sum of not to exceed Fifteen Thousand Dollars ($15,000.00) [in 1988 Dollars] without prior approval of such Parties. The salvage value of any capital item, which was Included in Common Area Maintenance Cost, disposed of by Developer se credited against the Common Area Maintenance Cost, or if a Major has wnt�)7 rawn its Tract pursuant to Section H of Article X, shall be repai uch Major if such Major had O previously contributed to the cost 4f4of. Depreciation and any investment tax credit applicable to all cZve expendi�es shall be allocated to all 0 Parties as provided in the res Sep Agree . No actual capital AAAA 0 expenditure shall be incl T�n Common a Maint6k&�e Cost if the amortization of such �p expendi has be�ra�Qc 15 t _ be include Common Area Maintenar ost. ` 1 O It is expressl ierstoo9 t they � SSSeeeppara� eementF, bet ween v O u Developer and Major w ,specct t�0 locable�re and n Area Maintenance and in Be event op�.p(ry confl' et ween �vobligations of a Major as, forth in this REA set fort in sucfff��� rate Agreement, as between Ytfe Developer and su�di„"kf8'Jor, th vision Cvahe Separate Agreement O 0 shall control. ) Nothing in this Section E shall be deemed /�I �eclude any additional or different charges being made pursuant to a ase or other agreement between Developer and any Occupant. 1�, F. COMMON BUILDING COMPONENT. The term "Common Building Component" means any single improvement or portion thereof, Including, but not necessarily limited to, the Enclosed Mall structure, which is located partly on the Tract of one Party and partly on the Tract of another Party. -5- 604LGL 0 • 9011883 G. COURT. The term "Court" means those areas within the Enclosed Mall abutting the Stare of each Magor as shown on and so designated on Exhibit B. H. DEVELOPER IMPROVEMENTS. The term "Developer Improvements" means the Developer Mall Stores, the Sears Store, the Enclosed Mall, the Phase II Development, if built, and Developer Non -Mall Stores, If built, as the same may exist from time to time Including any replacements thereof. I. DEVELOPER MALL STORES. The term "Developer Mall Stores" means the buildings, as the same may exist from time to time including any replacements thereof, located on the Developer Tract fronting on, abutting or adjoining the Enclosed Mall and which are shown as Buildings F, G, H, I, J, K, L, M and the Sears building on Exhibit B. J. DEVELOPER NON -MALL BUILDING AREAS. The term "Developer Non -Mall Building Areas" means those portions of the R!�g oper Tract which do not abut the Enclosed Mall and which are designated p Exhibit B as Non -Mall Building Areas 1, 2, 3, 4, and S. Each Non -Mal O� ding Area may accomodate one or O more Non -Mall Buildings of an aggre Floor Area, all as further designated on Exhibit B. OO K. DEVELOPER NON -MALL STO�� The to�� velop€r�Non-Mall Stores" means the buildings, if built, ��'�constru in the We, as the same ma exist from time to time �ji+�Tuding a placemeereof�ocated on Developer Non -Mall B "�CVVnng Are wn on E�,,fi4yYlt B. L. ENCLOSED p1`gU,Jl�61,The t "Enclos0 `911" me It Me porti portions of the malls d in th o ter wh1 to be�struct efa'i�9 that of O �f climatic co may be vided th® n and/ ch are FP ally enclosed by walls a ®fling, and which ar ignate a�> uch on It B, as the same may exis from time to time, ouding a(1'rtvifplacemes, or extensions thereof. M. ENCLOSED MALL OPERATION AND MAINT""E�NANCE� �PS% The term "Enclosed Mall Operation and Maintenance Expense" means (q Eotal monies paid out in an Accounting Period in connection with theE 4 e Mall, including restrooms, emergency exit corridors and stairs with a Developer Improvements which are Common Area, for the maintenance, repair, management and Operation of the Enclosed Mall. It is expressly understood that there are Separate Agreements between Developer and each Major relating to the Enclosed Mall Operation and Maintenance Expense and in the event of any conflict between the obligations -6- 604LGL • • 8011885 of a Major as set forth In this REA and as set forth In such Separate Agreement, as between Developer and such Major, the provisions of the Separate Agreement shall control. N. FL00R AREA. The term "Fluor Area" means the aggregate of (I) the actual number of square feet of floor space in any building located on the Shopping Center Site, including basement spate, subterranean areas, balcony and mezzanine space contained within the exterior facade or exterior line of the exterior walls (including basement walls), except party and interior common walls as to which the center thereof instead of the exterior faces thereof shall be used; plus (ii) the actual number of square feet of any outdoor area appropriated for use by an Occupant to display and/or sell merchandise as permitted In Article V111. The term "Floor Area" shall not include following; 1. The upper levels of any multii-�- �� `ol stock areas created for convenience to increase the usabilf,' " f space for stock purposes; o �� 2. Mezzanines used for stocl4 torage or office purposes; 3. Areas which are usedusively� house hanitaI (including 0 mechanical penthouses), elical ( ring elft„ cal equipment to ((��elm voperate point-of-sale 0t�mentone, Nand other building operating equtpmenot computhou� equip nt to operate C point-of-sale tee (roar d#Tg a co r data and trasK compacting an Ing roo whwhether,R �"`&ically grated or w0g�t/her <Ov5 " v L otherwise ,, red by o ing codRs. �O /G�0 O p 4. Common O)ny (f) Center mana offer tha portion used O Q prim for leasing pu O s, (11) ettng omotional Fund offices and/or (iii) community ha Tl, provided that �t:hg )�m of (i) and (Ii) shall not exceed an aggregate of four thousand (�Ai`D46) square feet and the sum of (i), (it) and (ill) shall not exceeNkaggregate of five thousand (5,000) square feet; fes„ 6. Emergency exit corridors or stairs between fire resistant walls required by building codes; provided, however, if any such emergency exit corridors or stairs contained within the Store of any Major shall exceed ten feet (10') in width, the square footage in excess of ten feet (10') to -7- 604LGL • • width shall be included in such Major's Floor Area. 7. All truck loading areas, truck dock parking, turn -around and dock areas and ramps and approaches to such truck loading areas, truck dock parking, turn -around and dock areas; and 8. A United States post office not exceeding one thousand (1,000) square feet provided that the rental for such area does not exceed $1,000.00 (in 1989 Dollars] per year. No deduction shall be made from Floor Area computed under the foregoing definition by reason of interior columns, stairs, escalators, elevators, dumbwaiters, conveyors or other interior construction or equipment within the building involved, except as provided in Paragraphs I through 7 above. After the completion and opening of the respective Stores of each Party, each Party shall, at its sole cost and expen4'ause its architect to make a determination as to the number of square f� of Floor Area contained within 0 the Store of each such Party. Such de nation shall be completed and O furnished to each other Party not l *k than one hundred and twenty (120) days following the date on which the of eacppch Partyfirst opens for O �V business. In lieu of such deti nation Party'a itect, any Party may V 0 elect to furnish to the otkm�varties tten cer�t.�icati on of Its FI Area. Such certificati o a Part Z be hed w hln the ti ` riod O above provided. Any�ute ar om sur��e terms or ce tiffEati on shall be resolved �FD��brbitrat ���aJs%%Orov`�}vd�ffoor in�tRle XXII7�n n the event such 4?a ation � r Are v /� va e 2/ y the Party�y archlApt,��� certificatiPart,y�l ncluding® the sa�mR be de t`e p)ined by arbitra shows that any Pares consy �urs d Floo if,!) excess of its � (O�� Initial Planned Floor Area O oovi d 'oexcess� not require such Party to construct additional Automobl le PPaarking/yr� pursuant to Section A of Article VIII, the Initial Planned Floor Area er 'Ay such Party shall be deemed amended and increased to an amount equal t4 Floor Area actually constructed by such Party. Notwithstand�g anything to the contrary contained in this REA, during the period of any damage, destruction, razing, rebuilding, repairing, replacement or reconstruction to, on or of any building in the Center, the Floor Area of such building shall be deemed to be the same as the Floor Area of such building immediately prior to such period, and upon the -8- 604LGL • • 9011883 completion of the rebuilding, repairing, replacement or reconstruction of such building, the architect of such Party shall make a new determination or such Party shall furnish a new certification of Floor Area for such building as provided in the foregoing provisions of this Section I -M. 0. INITIAL PLANNED FLOOR AREA. The term "Initial Planned Floor Area" means the Floor Area which each Party has designated as the amount of Floor Area it anticipates constructing on its Tract, as provided in Section A of Article VIII hereof, and which amount of Floor Area has been utilized in this REA for purposes of determining the extent of Common Area and Automoblle Parking Area required for the Shopping Center as provided in Section C of Article X. P. MAJORS. The term "Major" or "Majors" refers to Target, and any successor which becomes a Party to this Agrealr@kY. Q. MORTGAGEE AND MORTGAGE. The term `` tgagee" means a mortgagee, or p trustee and beneficiary under a Mortgas hereinafter defined), and to the O extent applicable, a fee owner or le & or sublessor of any Tract which is the subject of a lease under whic Q y Party omes a ssee in a so-called 0 "sale and leaseback" or "assig�t and s seback" t saction. The term 0 "Mortgage" means any firs !ge, i ure ofeacko W mortgage, or fir deed of trust of the to ut, whet l� ee or >Id, (gg(r��a Party i Q ract and, to the extent a '�VVable, ae and l" gf�{'�Ssignme pt a subleaseback" tra ton as in cont ed. �-O�`%% �L•L� V O R. OCCUP The ter o cupant" e ns the D oper, tf�z fors, and any o p vl1J Person from to timQtitled t e use �\y\✓�cupancy( Floor Area in the Cen der any lease, d( other j.os�tlmeney \ nJgement whereunder 0 such Per on has acquired a r O oto the �i�, nd occ any Floor Area. S. OPERATE, OPERATING, OPERATION. The t;,;,Ppective rerate" or "Operating" or "Operation" (i) as it respects Stores, mean tStore is open to the general public for business during its(#ness hours, or when it is temporarily not so open for business by �a on of any provision of Article XV, or during any period of reconstruction pursuant to the provisions of Article XIII, or by reason of such reasonable interruptions as may be incidental to the conduct of its business; and, (ii) as respects the Enclosed Mall, mean that the Enclosed Mall is open to the public during the business hours of the -9- 604LGL • • 9011883 Majors, or any of them, and for not less than one-half (1/2) hour before and one (1) hour after the same are open, and is properly maintained, heated, air-conditioned, lighted and ventilated in accordance with this REA, and that all services are being performed necessary to operate and maintain said Enclosed Mall as required by the provisions of Section A of Article X and as contemplated by the definition of Enclosed Mall Operation and Maintenance Expense; and (111) as respects all other Common Area, mean that the Common Area is available for the uses contemplated herein and 1s being operated, managed and maintained in accordance with the requirements of Article X. For purposes of Section B of Article XX and Section B of XXI only, the phrase "temporarily not open for business by reason of any provision of Article XV" as used in this Article shall mean a period of time of no more than eighteen (18) consecutive months. M@ T. PARTY. The term "Party" means Gat F,w�y Mall Limited Partnership, a South Dakota limited partnership, Daytb)iv�V��'d sson Corporation, a Minnesota oL� corporation, and any Person succeedto their respective interests in or to any portion of their respective T Q s, exce�as is otherwise provided In 0 subparagraphs 1, 2, 3 and 4 os Secti o , The exceptions to a s sor beco PWa Party*4eason of any tran fer or conveyance of the oq�r any p� f the/st of any Party i�to such Party's Tract aiVfollo (��n�%,,� 1. While so long the traO meq~ ng Pt �yQ etains entire possessor rest rest In4Kact o� ton tF � f so cq$ o by the terms of (`���ort a eqn which e�o the Pp oV �f g g P g SQ possessory Int0it shall have the s4on f Part �J #rat(ly The transfer orance Ili lowed by a leaseback of the same Tract or portthereof by such as y, or an affiliate thereof (a sale and leaseback or assignmeq sublease back), in which event only the Person entitled as of tpe� me In question to possession of the Tract shall have the status of P" so long as the lease in question has not expired or been terminated. Z� 3. The transfer or conveyance Is by way of lease, other than as provided in subparagraph 2 above. 4. The successor acquires by such transfer or conveyance: -10- 604LGL 0 • 9011883 (a) Less than all of a Party's Tract or if a Party has more than one Tract, less than all of such Party's Tracts; or (b) An undivided interest, such as that of joint tenant, or tenant in common, in a Party's Tract or Tracts; or (c) An undivided interest, legal or equitable, in the assets of any Party other than an individual, which interest is not also an interest in such Party's Tract or Tracts. In the circumstances described in subparagraph 4, the Persons holding all of the interests in such Tract or Tracts are to be jointly considered a single Party. In order that other Parties shall not be required with respect to said Tract or Tracts to obtain the action or agreement of, or to proceed against, more than one Person in carrying out or enforcing the terms, covenants, provisions and conditions of this REA, then,e circumstances described in subparagraph 4(a) above, the Persons holdi& he interest of the Party in and to not less than seventy percent (70%)9&5k -'Id Tract or Tracts in question O shall designate one of their number 4{much Party's agent to act on behalf of all of such Persons comprising th Z rty, an In the c rcumstances described 0 In subparagraph 4(b) above, th� ders of ivided n ests totaling not 0 less than seventy percent of the re esta estates in and to said Tract or Tracts in quest shall d ate ong>*gheir number as su o �O ( o Party's agent to act ehalf such P`e#'E_gnS. SuU ty' shall at all times be a dent of�e Uni teds. If/,�.pyJ ract o cts is owned by Pers 9�0 ning an vided in S ther�vunder Itf%rm of joint or common o hip, thn the de y�ryninationn///\���0uuch sev" percent (70X) in inter 12) each such owner of undivided nteres4, I be deemed to (� (O� rep resen a percentage in In o of thole of /fig bract ownership equal to his fractional interest in uch Tract or Trac OIn the circumstances described in subparagraph 4(c), to wit: If a ct or Tracts, or portion or portions thereof, is or are owned by any f ONf entity or entities and the interests of the Persons owning such enter entitles are not interests in the Tract or Tracts or portion or portions thereof (for example, the Interest of a beneficiary under a Trust), then the Person owning each such interest shall nevertheless be deemed to represent a percentage interest of the whole ownership of the Tract or Tracts, or portion or portions thereof, as the case 604LGL • • 9011889 may be, which percentage shall be equal to the fractional Interest of such Person in the entity or entities. In the case of a trust established for one or more life tenants and one or more remaindermen, the interests of the life tenants only shall, for the purposes of this Section S, be deemed to represent the entire interest of the whole ownership of the Tract, and his or their determination hereunder shall be final and binding on the trust and all trust beneficiaries. In any of the circumstances described In this subparagraph 4, any interest owned by any Person who is a minor or is otherwise suffering under any legal disability at the time of such designation shall be disregarded in the making of such designation unless there is at such time a duly appointed guardian or other legal representative fully empowered to act on behalf of such Person. Until such time as written notice of suc 4ignation is given to each of the other Parties and is recorded in the oF'c, a of the County Recorder of the County and State in which said Tract is served upon each of the other is are located, and a copy thereof in accordance with the requirements of Section A of Article XXV here he ohe acts the Par whose interest is so 't divided or held in undlvided rests (wr or, n retains any interest 0 in the Tract or Tracts in�Av on) sh e bindinnWon all Persons ha ng an interest in said Tra 0 tracts ® stioA vided however, 1 o - J\� following instances`` -A f the Partle- tIng j or in the allure of such joint act L6b��'any ofh arty atialiY/t l me maG�m� Ae%%%such destination of the Party's a `J �,.\l_ <ov�„02/ �f of (Oivl If a4y time a�' any d�( I ion of `7arty's agent, in dance with the props of i�j`f ubpara4, there shall for O ny reason be no dui O oignated y's a,p whose appointment all other Parties have been notified as%�nVprovided; or (ii) If a Party's agent has not'op so designated and such notice has not been given within tj (30) days after any other Party shall become aware of any llavp9e in such Party's ownership of all or any portion of the Shopping Center; or (III) If the designation of such Party's agent earlier than the expiration of such thirty (30) day period shall be reasonably necessary to enable any other Party to comply with any of its -12- 604LGL • • 9011883 obligations under this REA or to take any other action which may be necessary to carry out the purposes of this REA. The exercise of any powers and rights of a Party under this REA by such Party's agent shall be binding upon all Persons having an Interest in any such Tract or Tracts owned by such Party. Such Party's agent shall, so long as such designation remains in effect, be deemed to be a Party hereunder and the remaining Persons owning such Tract or Tracts shall be deemed not to be Parties; but such designation shall not relieve any Person from the obligations created by this REA. The other Parties shall have the right to deal with and rely upon the acts or omissions of such Party's agent in the performance of this REA. Any Person designated a Party's agent pursuant to the provisions of this subparagraph 4 shall be the agent of his prials, upon whom service of any process, writ, summons, order or other mane of any nature, of any court, in 0 any action, suit or proceeding arising of this REA, or any demand for arbi- 0 tration may be made, and service up ch Party's agent shall constitute due and proper service of any such me upon h1, principa i� Until a successor /� o Vv�n Party's agent has been appoint d and notip such ntment has been given pursuant to the provisionubparagj 4, the ne�7'gnation of a Party' agent shall remain irrevk2YNle. ��vv oO� For purposes of$$NN � rovisi grys pr this I� gr aph�i�i„ partng�\sshh<r (whether generalo�7Mmited),�\\\ch%%h acgi{,i ly '�e ither �n -f�tterest L�.dvTract under subpara 4(a) o above an intereb n the a4IIR of a Party of O �,� 'U under subpa ph 4(c) 4ve, shale cons?¢ a singl(vr)ltity or Person, withoutd to any tenancy 1tnershilJ�)UQ5"othe/r�,sq:rr undivided interest created in the Tra�arty b5f tue of angvpartnership relationship. In addition, the other Parties ,,//shaa.l,�ave the right to rely on the acts of the general partner or partners A\fclp such partnership as binding on the partnership in accordance with appl law, in the exercise by such partnership of its rights and obligation der this subparagraph 4 or as a Party to this REA, or a member of a Party to this REA. Upon any transfer, conveyance or reversion of title or Interest which transfer, conveyance or reversion of title or interest would create a new Party, pursuant to the terms hereof, then the powers, rights and interest -13- 604LGL • • 9011863 herein conferred upon the Party with respect to the Tract so transferred, conveyed, or reverted, shall he deemed assigned, transferred, conveyed, or reverted to such transferee, grantee, or the holder of the reversionary title or interest, and the obligations herein conferred upon the Party with respect to such Tract shall he deemed assumed by such transferee, grantee, or the holder of the reversionary title or Interest, as respects all such obligations to be performed from and after the date of such assignment, transfer, conveyance or reversion; provided, however, this paragraph shall have no application to a Mortgagee not in possession of a Tract unless such Mortgagee not in possession expressly accepts and assumes such powers, rights and interest in said Tract. U. PERIMETER SIDEWALKS. The term "Perimeter Sidewalks" means those on a Party's Tract and adjacent to the Party's Sttween exterior building faces and the curb faces, including sldewa curbs, landscaping and all other surface improvements adjacent Parties, which shall be designed and Article VI. V. PERMITTEES. The term spective buildings of the as provided in Section D of i O tteesns a11,.Q ants and their o v respective officers, direct employfe�Fi agents,`�tractors, customers, visitors, invitees, lice s, sub and n¢*4slonaire s. 0��\" o l��" ��� W. PERSON. The i "Pers cludes'('ildual5 O nershlps, irms, associations and c ^"rations �r any of &rm of pisioess or �sf✓,�s�yoment vl O v entity, and t 0� of the ular shall nclude�plural./j �4 o vZf X. PHAS DEVELOP' . The tetZr�Phase elopmenk?1--means that porta on(,3'V'e Center to be con5wed as(OPha� I as �L Nvvon Sheet 1 of `B/ j'� U (J Exhibit as the "Phase I DevaY(idihent." ( n„ oO I Y. PHASE II DEVELOPMENT. The term "Phase WDelopment" means that portion of the Center to be constructed as Pha�as shown on Sheet 2 of Exhibit B as the "Phase II Development." Z. PROJECT ARCHITECT. The term "PrllTe, Architect" means Derwood Quade, c/o General Growth of California, Inc., 15821 Ventura Boulevard - Suite 525, Encino, California 91436, or such other architect or architects duly licensed to practice in the State of Oregon, as may from time to time be designated by Developer and approved by the Majors. -14- 604LGL • • 8011883 AA. SCHEDULED OPENING DATE. The term "Scheduled Opening Date" means, with respect to Target and Sears October 4, 1989; and with respect to Developer, March 14, 1990. BB. SEPARATE AGREEMENTS. The term "Separate Agreements" means each separate agreement entered into simultaneously herewith between each Major and Developer, wherein Developer and each respective Major have set forth certain agreements between Developer and each Major not set forth herein. In the event of any conflict between the obligations of a Major as set forth in this REA and as set forth in such Separate Agreement, as between the Developer and such Major only, the provisions of the Separate Agreement shall control. The provi- slons of each Major's Separate Agreement are incorporated into this Agreement by reference as between the Developer and each such respective Major as If set forth in full. M� CC. STORE OR STORES. The term "Store Stores" means the building(s), respectively, housing the Target Store �o /or the Sears Store, and/or the 0 Developer Mall Stores and/or the Deer Non -Mall Stores, and/or the Phase II Development, if built, as theext may, proprI t I require. For purposes of Article XIII, the Stor e"Store all be deemed to include the respective tr ck park turn- ar d and dock areas ar,La the depressed portions ofot ramps. c�O /o�Q� �p�o,) DD. STORE SITE ORE SI 4 The tet`�R'C`9'tore Si�"�6r "Sto e es" means the area or avk8s des ig ed for 9c anon ,ATi each StorExhibit B. "yI���J����'0___ 222/// EE. TERM N DATE. 0 term er ination 0" mean7NP date on which 0 this REA sh ermi natursuant e term$�altl provi Yi'ans of Article XXVII. v /OC7 0 0 oy FF. "TERMS - DEVELOPER gf�vRGET. /�erms "per", and "Target", respectively, means Gateway Mall Limited Partner i� a South Dakota limited partnership, and Dayton Hudson Corporation, a esota corporation, and their respective successors and ass l gns as the Pott with respect to the Developer Tract and the Target Tract, as the case yy e, it being agreed and understood that such terms, covenants and conditions shall he binding upon and/or enforceable by and/or against each such Person only with respect to rights and obligations occurring during the respective time periods in which each such Person is a Party. Notwithstanding anything contained in this REA to the -15- 604LGL • • 9011883 contrary, it is expressly understood and agreed that (i) the requirements to initially construct improvements pursuant to Section A of Article V, and Articles VI and VII on the part of Developer and Target and of Developer to lease Floor Area pursuant to Section D of Article V shall be and remain the respective personal covenants of the Parties obligated thereunder, and no such Parties shall be released from such obligation upon or by any transfer by such Party of its interest in its Tract (such requirements shall additionally be covenants running with the land as well as the personal covenants of each such Party, and any transferee, successor or assign of such Party shall, by acquiring a possessory interest in the Shopping Center to the extent of such interest, be jointly and severally responsible along with such Party for the performance of such covenants) and (ii) the cove�nants to Operate pursuant to Article XXI are covenants running with the 1"10nd a personal covenant of each respective Party obligated thereunder* their successors by means of 0 merger or consolidation, and no such shall be released from any 0 obligation under such covenant upony any transfer by the Party of its interest in its respective Tract�O �!^� 0 Anything in this Section t�iphe cont r �notwit ing, it is expressly vV o understood and agreed thaA, the te� arget" I`S the purposes solely of Article XXI, shall mean ton Huds® orpora � Minw8s, ta corporQ , �VVV��"VVV respectively, or an t er corp/ anion whicV*succethe of�r`a�t on of all or substantia all of retail �ment s�gi(eOoperati6R�s.�;�f such Major in the, tpYk" of Orae or any rp ration JF.{ij;h may, 4g„ a result of l�V , O '"U reorganiza^t41+V, merger,�nsolidat�iOUo'r sal tock or �ets, succeed to such by�lh�4�s in the state of '41 and id each r7 elive Major shall be v `off `\`' released from all future ob ons une�lrl is REA/il ,such Major transfers Its interest in its Tract to a Person who aacqui,U I or substantially all of the assets of such Major in the state of Ore �mUynd at least seventy-five percent (75X) of its stores operating in r� Ore shopping centers in Oregon under the respective trade names set fo % rin Section A of Article XXI, and which, by written instrument in recordable form, expressly assumes all of such Major's obligations hereunder thereafter accruing; provided, however, that as to Dayton Hudson Corporation, reference to its business, assets or stores shall mean and include only those of the Target Stores Division of Dayton -16- 604LGL • 9011889 Hudson Corporation. If such instrument pertains to a transfer that occurs during the period that the Operating covenant of the Major In question provided by Article XXI remains in effect, it shall include, among other matters, an express undertaking by such transferee Person as a direct personal covenant to be bound by such Operating covenant and to be obligated to continue to Operate its business at the Center under the trade name it is doing business in at least seventy-five percent (75%) of its then currently existing retail stores which it operates in regional shopping centers in Oregon for so long as same shall be required hereunder. GG. TRACT OR TRACTS. The term "Tract" or "Tracts" means the Developer Tract, and/or the Target Tract as the context may require. ARTICLE A. NONEXCLUSIVE EASEMENTS FOR AUTp�r LE PARKING AND INCIDENTAL USES. OF Each Party hereby grants to each of* other Parties, for its respective use, and for the use of its respectiv�mittee commo with all others entitled to use the same purl to the��ls"ions�� is REA, nonexclusive easements over the Commonof its, pactive Tr3�it, for ingress to aM egress from such respect Tract, ®�vaccess from7pL�blit str�' O adjoining such TracOor the n ge and *Ing of p�?les, a�for the cc�� o ^^ ll // v1% passage and acc m tion of strian 4 such re*Ptive po Zr ns of such (�VV n -O Common Area set asl� maintat and autho&ed for �4Lc Ouse pursuant to the ter this RE nd for t®doing qf� h other �ngs as are authori r required to be dosaid \3\'n Area ant to the terms of �s��nay 0 this REA. Each such Party 0 r resek�P to its "tie right to grant the foregoing easements over the Common Area of its N4ctive Tract, for the purposes hereinabove enumerated, to Occupant(\\t Permittees. Each Party hereby reserves the right tp e18ct or cause the ejection from the Common Area of its Tract of any Per sir Persons not authorized, empowered or privileged to use the Common Area of such Tract pursuant to this REA. Notwithstanding the foregoing, each Party reserves the right to close off the Common Area of its Tract for such reasonable period or periods of time as may be legally necessary to prevent the acquisition of prescriptive rights ere 604LGL • 901188'3 by anyone; provided, however, that prior to closing off any portion of the Common Area, as herein provided, such Party shall give written notice to each other Party of its intention so to do, and shall coordinate such closing with all other Parties so that no unreasonable interference with the Operation of the Shopping Center shall occur. Notwithstanding the reservation herein provided for, it is expressly understood and agreed that, except to the extent necessary in any deck parking structure, such reservation and the right to grant easements is limited to nonexclusive use of the surface. No Floor Area shall be erected and constructed within any portion of the Common Area of any such Tract. Anything in this Section A to the contrary notwithstanding, Developer may designate up to twenty (20) parking spaces located within the Automobile Parking Area of the Developer. Tract located 4cent to and north, east or west of the Sears Store solely for tempor�parking of passenger automobiles 0 used in Sears rental car business ope out of the Sears Store. B. UTILITIES ��" I. separate Utilit ��� Each P hereby rants to the other Parties, for their respec:0k use an@�'�the u�their respective Permittees, nonexclusd $asement to, ove'Mnder and across t Common Area of it�4R, eec`vt'iveT®rfor !Ostall ic n, opera low and passage, us intenaryge ,� epair, ation �n „ emov al Rf s nitary C" V LL��ckkrryy� sewers, st�r 'n and o wa and gas ei the al po es, tele hon s and o ,Out lit Ines cervi res Qe Tracts of of O each oof^f,/ PartiesQAll of s4 sewers�4 ns, mai nd utility lines shlk underground. O� O O 0� 2. i o Each Oy' here Gants to the other Parties, for their respective use and for 1:1 Of their respective Permittees, nonexclusive easements in,Vt"' er, under and across the exterior Common Area of its respectiv for the installation, operation, flow and passage, use, maltti enance, repair, relocation and removal of sanitary sewers, storm drains, water and gas mains, electrical power lines, cable T.V., telephone lines and other utility lines for the service of Common Area and for use in common with one or more other Parties. All of such common utility lines shall be underground. -18- 604LGL 0 • 901188'3 3. Location of Ea9S ep-ta. The location of all easements of the character described in this Section shall be subject to the prior written approval of the Party in, to, over and under whose Tract the same is to be located. The Party causing or conducting construction of such utility facilities shall restore the Tract or Tracts affected by such construction to the same condition as such Tract or Tracts were before commencement of construction, and shall otherwise conform to the applicable requirements of this REA governing construction work in the Center, including, without limitation, the provisions of Article IX. Upon completion of construction of such utility facilities the Parties shall join in the execution of an agreement, in recordable form, appropriately identifying the type and location of such respective utility facility. C. CONSTRUCTION AND ENCROACHMENT EASEMEtf Each Party with respect to its Tract hereby grants to all other over, under and across the Common purpose of the development and lusive easements in, to, is respective Tract, for the on or alteration of the grantee's Tract, pursuant to the provisions Articlg l{, VI, Vy3, XIII and XV; and for �''� OPV �\\('/��{A the construction, reconstruct V erectl �d remo 1 d maintenance on, to, ((qqq�� v o over, under and across each resp ve Tract1) Common Butldln Components, (ii) footin,¢,�jOfoundatti , suppor �d co n walls to, xi o-Vv lateral distance of i jOfeet ( iii) c S. fla des, ro an building overhang nings, rmbelly��ns, ItsOand lig ",44 devices and other. sl ��%ppurte s to th b lding, maxim u Qera] distance of fourtee t (14') O (iv) el �' cal oar/\�\ lar vau�and HVAC supply- exhaus its below the surfad such CammN Area, maximum lateral O distance of fourteen feet ( as any e for el�q ,pg items (1) through (iv), inclusive, are shown in the workinggJdrawipU r such building, approved as to the location thereof by the Party whose acct is burdened thereby, or pursuant to any other written agreement 11hgxep�ter executed between any of the Parties. Each Party covenants and agre respectively, that its exercise of such easements shall not result in damage or injury to the buildings or other improvements of any other Party, and shall not interfere with the business operation conducted by any other Party in the Center. Upon completion of the construction elements referred to above, the Parties shall join in the 604LGL 0 0 9011883 execution of an agreement, in recordable form, appropriately identifying the nature and location of each such construction element. Notwithstanding the foregoing, no Party shall design or intentionally construct its footings, foundations or structural supports upon the Tract of any other Party without the prior written consent of such Party. D. REDESIGNATION OF AREAS WITHIN STORE SITES. Subject to the provisions of Section A of Article VIII, the Parties shall each have the right as to their respective Tracts, in those areas designated as Store Sites, as shown on Exhibit B, at any time and from time to time, to designate, withdraw and re- designate as Floor Area, or Common Area, such areas as each may, respectively, from time to time select; provided, however, that each such Party shall improve said area at its expense in accordance with such designation and with all applicable requirements of this REA and shall�r-ie'-measure and certify its Floor Area in accordance with Section L of Arti q, I. If a Major is Operating in the Center, a building facade of the Storuch Major shall always be located so as to provide a building entrance inKb the Enclosed Mall from and after the date of completion of construc tiff the Eng,$sed Mal and said Store and so o long thereafter as the Enclose all is r red to d is maintained as 0 such. Nothing in this the location of Deve shall emed to b*YAit Developer to change 11 S Enclosed Mall as sho_ n Exhib Parties. & O E. DOMIy I�IJD SERVSTA provisions j(Z f Is exAsslsly for and the�141: so benefited shal which suTh easement is 1 portion thereof is bound and r® evelop-Mall Stores or 0 AcE wi thouf prior en app%val of the O � O TES ^ ch ease grantelyQsuant to the benefY the Traif the grantee, the do�ojn/ t esta ' �\a� tthe Tract upon 0 11 be (�k@ servleni ate, but where only a ned, or beneftAoy a particular easement, only that portion so bound and burdened, or bted, as the case may be, shall be deemed to be the servient or domj A � tenement, as the case may be. Any easement granted pursuant to the prWlons of this Article may be terminated by execution of an agreement so terminating the same, by the owners of the dominant and servient estates. F. FIRE AND SERVICE CORRIDOR EASEMENTS. Developer agrees with each of the Majors that it will, upon request, grant to any Major making such request, -20- 604LGL 0 6 9011N89 such easements over the Developer Tract as such Major may require in order to provide emergency fire exit or service corridors or stairs which are required by building codes, leading from the Store or Stores of such Majors to the Automobile Parking Area. Notwithstanding the designation as emergency fire exit or service corridors, all such corridors may be used for such other purposes as may be permitted by law. G. PROHIBITION AGAINST GRANTING EASEMENTS. No Party shall grant an easement or easements of the type set forth in this Article II for the benefit of any property not within the Shopping Center Site without the prior written approval of each other Party. H. EASEMENTS FOR ACCESS ROADS AND RING ROAD. Each Party hereby grants to each of the other Parties, for its respective use, and for the use of its respective Permittees, in common with all otdrel�entitled to use the same pursuant to the provisions of this REA, nq�60xclusive easements for: 1. pedestrian and vehicular tQaWc In those strips of land on the ""O�cccc����`uj' Common Area portion of its (gra 's) Tract which are shown on Exhibit B as crosshatched roadways (he CG®a'ffter re red to Access Roads"), and 2. pedestrian and ve har traf In thou ps of land on the 0 Common Area portion o%ct� (granto Tract, iWlocation and width of which are shown on it 8 an� dlcateda�s�on as�/��,ap,)hatched r y (hereinafter refs r� to as g Road"d�1'(Y.ffr the pease of provi Ing ingress to an ess fr he gran 0 17 Tract ajZll fublic streets adjacent to the Ce&t ttogeth o th the f 1 wing ri `@ and subject to the V �0 follows str ictt and res ions:u/��� {� O(a) The Access RoaV�s�d Rin 4, easemnd the land upon lihich they are loca�T all be (bm 1 resp�i the common improvement work. part of the Common Area, and the improvements thereon shall �n all respects part of ln1��nUl (b) Grantors of the Access Rq ss nd Ring Road easements agree not to obstruct or interfere in any 1xay, with the free flow of pedestrian and vehicular traffic over the roadways which comprise the Access Roads and Ring Road, except to the extent necessary for reasonable repair and maintenance, traffic regulation and control, and to prevent a dedication thereof or the accrual of any rights to the public therein. -21- 604LGL 0 • 9011883 ARTICLE III .EUERGISE OF EASEMENTS A. The exercise of the easements granted pursuant to Article II hereof shall be subject to the following provisions: 1. The grantee of any of the utility easements referred to In Section B-1 of Article II shall be responsible as between the grantor and the grantee thereof for the installation, maintenance and repair of all sanitary sewers, storm drains, pipes and conduits, water and gas mains, electrical power lines, cable television, telephone lines and other utility lines and related equipment installed pursuant to such grant. Any such installation, maintenance and repair shall be performed only after two (2) weeks notice to the grantor of thegrantee' intention to do such work, O except in the case of emergency (In whlc ent notice shall be given as soon as practicable), and any such expense to the grantor, and In s disturbance in the use of the 11 be done without cost or as to cause the least Area as may be practicable under the circumstances and shall not rfere !�r dimlOsh the utility services to the grantor. (��n compl , of suc"-rk, the grantee shall restore the Common Ar'OV ted ch work tD:hh//e same condi tio� before the commen SeO4 of the. O 2. At any the gra ivg of any 'ie u t I I asemenVranted pursuant to S� ons B -I B-2 of cle II 41r have 1:4{ Might to (�i�VVVVV O relocate e Trac (�t he grary}p� any such SOF1.6e rs, dr i pipes and conduit , ains and nes andIch ted eq ly�jli iu't then ted on the Tract of rantor provided th o rel 4 dpn shalj erformed only after thirty (30) days notice o? e gransJ intenoto relocate shall be given to the grantee, and such relocation: ji,� hall not interfere with or diminish the utility services to the gNa}ioe; (Ii) shall not reduce or Impair the usefulness or function of sp"iit \Wtllity; and (iii) shall be performed without cost or expense tplt� grantee using materials of an equal or better quality that was originally used. Notwithstanding such relocation, maintenance of the separate utility lines, mains and/or equipment located on the Tract of the grantor under the easement granted pursuant to Section B-1 of Article II shall be the obligation of the -22- 604LGL • • 9011883 grantee; provided that if there shall be any material increase in the cost of such maintenance by reason of such relocation, the grantor shall bear the cost of such material increase. 3. The easements granted by Section A of Article II shall terminate and expire on Termination Date. 4. The easements granted by Section B of Article II shall be perpetual, subject however with respect to the easements granted by Section B of Article II to the rights of relocation specified in Section A-2 of this Article III. 5. The easements granted by Sections C and F of Article II shall remain in existence so long as the respective Stores of the grantee and, as to the Developer, the Enclosed Mall, shall be in existence In the Center (including, whether or not this RJ'iP�Sdllns terminated, any period of reconstruction pursuant to Article XII 6. The easements granted by So o H of Article II shall be o perpetual. � 7. Interruption in use rvice oTwy such Bement as a result of 0 any cause or event referre�0 in Art XV sh t render the Party with respect to the s ant Trac ponsible4 refor. B. The Parties, ea verally ree thahe e�v�Ant) the StorQ each of said Parties, res vely,e Encl o��a�,@,,d.'fall, ayjfi tes to the Developer, shall movedPr estroye 0 Osuch ttb��}such Pis not " v OC�ZZ2��� required and $Q of elec estorVth same pd4ant to provisions of {"`2v �oj' O this REA, i 1 leave place an ootings i_9�')lb`.' r fountons not destroy Ith immediately pr4o such e/n\ al or �Jt ti on were shared /� O Q jointlyen such Storeifie Storny Par the Enclosed Mall, as the case may be, for so long as such other St �or Enclosed Mall, as the case may be, is in existence, including as th may be reconstructed. Nothing contained in this Article is c}�11 be deemed or construed to impose upon any Party any obligation for #nstruct all or any part of any Store, or the Enclosed Mall, beyond such reconstruction provisions as are otherwise contained in this REA. C. Any relocation of any easement shall be made at the expense of the Party or Parties requesting such relocation. -23- 604LGL • • 9011883 ARTICLE IV ! IiJI:ULA Sl�ii�'1�:1iFy A. SCOPE OF IMPROVEMENT PLANS. Developer shall cause the Project Architect to prepare the improvement plans and specifications (hereinafter "improvement plans"), including the general architectural concept of the Improvements to the Center contemplated herein, for the integrated development of all Common Areas of the Center. The Parties shall be consulted frequently during the course of the preparation of such improvement plans. If any Party has a preference for any particular types of installation, it shall, within forty-five (45) days after the date hereof, furnish to the Project Architect detailed drawings of such installation or portion thereof and if such items are approved by the Parties, they shall be incor orated into the improvement O plans. From time to time during the course a preparation of such improve- ment plans, Developer shall cause the working drawings of such improvement (in sepias or reproducible Architect to submit progressive to the Parties in reproducible form ) for review, recomendation and approval. Each document submiteor rev SVpu rsuant this Article shall contain a cover page prominen Q listing#Odate mm the required return date, a statement to the Od that ocument W be deemed approv�a(KNby the recipient unless �,p, eciplen�®kes obje�o ther within t V MMMM �� O specified in this Ae, and �uch imprnt pia ffer fr�the last 0 ^ c� previously deli e� improve plans, � tementAil ineating t nature and VV O extent of th ges. Fare to rend within &h time od shall be o p deemed to itute appO al there Copig� any res e shall be sent to each r Party. The impro O t pla re not I1r �d to include JJJ� o w/ building improvements to be� rutted he Parelthin their respective Store Sites, but such improvement plans shall dg N- to the location of each Store building and shall designate the generaV ),I155)cation of truck ramps and shipping and receiving areas serving such(�4s. As to those Items which are not in conformity with this REA, or whiA�*taln changes from previously approved improvement plans, (1) any such item shall be specifically Identified by highlighting on the transmitted plan or specification, (2) the cover letter accompanying such transmittal shall specifically Identify those Items that do not comply and how they do not comply with the requirements of this REA or the -24- 604LGL • • 901188 manner in which changed from previously approved improvement plans and state that any highlighted item shall be deemed approved unless objected to within the time period specified in this Article, and (3) the transmittal otherwise shall comply with the requirements of Section F of Article XXIX. B. SCHEMATIC, PRELIMINARY AND FINAL IMPROVEMENT PLANS. The Improvement plans shall include: 1. Schematic Improvement Plans. Schematic improvement plans developed from Exhibit B which shall, no later than thirty (30) days following the date of this REA, be submitted by the Project Architect to the Parties for their review and approval. Such schematic improvement plans shall include elevations, materials to be used, perspective renderings reflecting design concepts, layout of parking, and other Common Area improvements. 2. Preliminary Improvement Plans. RiYP�ninary improvement plans, Including four (4) sets of outline spel cations, which shall, no later 0 than thirty (30) days after approv the schematic Improvement plans by 0 all of the Parties, be submitted tl'the Parties by the Project Architect for their review and approval @hch preliminary improvement plans shall o be developed from Exhibitl d the aed sch a c improvement plans 0 and shall conform to chematifl-provement�ans and to the require- ments of this REA or)A�s�all Incl, witho��itat�i99c (a> All Vvsss road'�avS, exteri��oundary(M$Xi's orf ces project st�di�; curbs,�y-b cuts�ance drM�ewQys, i��n��tp�tt� road- ways, bile P g Area d utility systentv,�pv lines to "VVeme nV of O ser moron imp ements much FI�9�\\ ea as e� Party may desig- 49 as to its Store Sii<3anitar �ylr line,rm drains and o v o h�er drainage line ystems, udingprions thereof situated outside the Shopping Center to connect 1:)"ktabblished public utility systems, and fire hydrants, lighting ties (indicating how such lighting facilities are metered an4trolled) and other similar facilities for common use. Vv (b) The location of all facilities for common use where the fixing of such location is reasonably possible, and if precise location cannot be shown, specifications for such locations shall be set forth. (c) A comprehensive rough grading plan for the entire Shopping -25- 604LGL ' • so118e3 Center, Including the size and dimensions of all facilities for common use; storm drains, including area drains, surface drainage installations and taps for building connections, and sanitary sewers for common use, including taps for building connections. (d) A composite parking layout for the entire Shopping Center, including paving, striping, bumpers, curbs, location of lighting standards and lighting systems, designating areas which may be separately illuminated from time to time at the request of any Party. (e) A composite landscaping plan as prepared by a landscape architect specifying overall plant materials, species and plantings, together with illustrations of all such plantings. (f) The conditions, standards and architectural treatment under which such improvements shall be locaft`d✓J nnconstructed and installed. Such conditions, standards or arch����,tural treatment shall not be less than the minimum requtrem cf any governmental agencies having 0c� jurisdiction of the perfoimaA>of the work in the Shopping Center. Sewers, drainage, utility and Vuits shp�l not be constructed l o v(({n or maintained above thgound le6i, the m Area. 0 (g) The ImprQ�m�it plans 1 not inure any Floor Area shall designate 1��gene ra l��on o((A���JlFloor Area pursuaryjti information f— shed b Party c'�ilChther moot in C�udel(j within them tion��'Floor `��or "CgrOrAArea" f\,L� proveme o adj ace{�t reets, �A uding c (� O 0 Si gation, a O equired �overnmg4k,4 agencle�ind other improvements. O7 O ��\:JJ O 4ns, (1) Drawings fo oO orm drai d area including extensions thereof off the Shopping cent, te, sanitary sewers, water, telephone, gas, electric power �aqp�other utility lines, conduits and systems, including li(�s d taps for commercial connections to connect the StorevvvWings to such utility lines to points designated by each respective Party, the location which shall be designated in each such Party's sole and absolute discretion, but not closer than five feet (5') from the Store building face, which may be prepared by the utility companies responsible for such installa- -26— 604LGL • • 9011883 tions or the Project Architect or other architects or engineers, and in either event shall be subject to the approval in writing by the Parties. All water line systems shall be of such size and standards to meet the necessary fire protective requirements of various fire underwriters of each of the Parties, as hereinafter provided. (j) The location and extent of Perimeter Sidewalks and walkways. The Perimeter Sidewalks shall be designed and constructed In accordance with section D of Article VI. If a Party does not disapprove and specify any objection or make a proposal that would add to or change the schematic or preliminary improve- ment plans to the Project Architect, by notice with a copy to each other Party, within thirty (30) days from such date of receipt of such submis- sion, such plans shall be deemed to be s a O ctory as to such Party for further development. If there is sujh approval and objection or proposal from any Party, the Project chitect shall call a meeting of all Parties to be held at the Cente!��thin fifteen (15) days from such date of receipt of such disapprov��d such ction q�pV Pp)�)roposal, to resolve and adjust any such disappl*I and o��ion ortaro�'osal with reference v o ���� to such improvement pl� All ob ions or picl�osals shall be considered at such o"Ing V I�Oping yp4h improve � o plans In theirre'�unan form at s� e"If at s y meeting he arties are unable tol 4-t�hreemeen-t%h} be resolved ` l arbl trr rocecJutes of Arti JXXIII. �O 3. 1 Imp m r v ''n g_PI nn Q�WW''ithln undred "ty (180) days with ew to -27- me etl ly, all ers of froppt4i�J date of approval of prel i� i <Jv O Project Architect shall le4of final* oveme sets of specifications, to each of the Parti such final improvement plans shall be devoWi prgv,�4� plans, the including four (4) +r review and approval; from the approved preliminary improvement plans. Ov If a Party does not disapprove a�pecify any objection or make a proposal that would add to or change the final Improvement plans to the Project Architect, with a copy to each other Party, within thirty (30) days from such date of receipt, such plans shall be deemed approved. If there is such disapproval and objection or proposal from any Party, the 604LGL • 9011883 Project Architect shall call a meeting of all Parties to be held at the Center, within forty-five (45) days from such date of submission, to resolve and adjust any such disapproval and objections or proposal with reference to such final improvement plans. All disapprovals and objections or proposals shall be considered at such meeting with a view to developing the final improvement plans in their final form at such meeting. If at such meeting the Parties are unable to agree unanimously, all matters of disagreement shall be resolved by the arbitration procedures of Article XXIII. To the extent possible, all work shall continue during any period of arbitration. C. ADDITIONAL IMPROVEMENT PLANS. After construction of the improvements contemplated in the final approved improvement plans, additional improvement plans may be developed by the Project Archlte6r the future development of the Common Area or may be developed by oth�and submitted to the Parties for approval. Upon such preparation or ap p O� by the Project Architect, as the 0 case may be, such plans shall be sub d to the Parties for their approval in writing. �O 0 To provide continuity and 41q nious atectur atment in the �� o development or approval oQfost c plans, r approvimprovement plans all be followed as a guideoi yy`dy such Yonal jj lement,�lans and i O establishment of con`l^vdt ns, sta s and'Ik�Eec turaj,Yatment nd which unimproved areas sq be imp id or ad al imp ee0ennts sh3]1„e made. D. CHANG WMPRO�r LANS. may made�Injoved final � OImprovement s only he agree e�n wrepany of the The Party or Parti Q questing any such s shall at nal costs incurred � �((o�� in conne with such chan "l;(�rovide�t6Gever, �hesting Party or O �\JJ � l% Parties shall pay such addsd o al cost only If �tt�hI}eq�) quest for change is not the result of an error or omission by the Projbnt„YCrchltect or to accommodate a pre-existing condition. The cost of sWf pges shall be estimated by the Developer and approval of such cost obtarom theParty responsible for the payment thereof prior to amending the final drawings and Issuance of authorization for the work to proceed. Failure of a Party to approve or disapprove such requested changes within thirty (30) days from the date of submission thereof shall be deemed approved by such Party. -28- 604LGL • 0 9011889 E. APPROVAL AND DELIVERY OF IMPROVEMENT PLANS. All approved improvement plans shall be stamped "approved", dated and certified by the Project Architect and maintained by It in a safe and convenient place. In the event of designation of another Project Architect, Developer shall cause all improvement plans and other records relating thereto to be promptly delivered to the new Project Architect at the time of such designation. F. GENERAL DESIGN DATA FOR COMMON AREA. In the preparation of all improvement plans provided for in Sectlons A, B and G of this Article IV, and any further plans for future development or changes in the Common Area, the following general design data, without limitation, shall be followed, as minimums, unless governmental specifications for such work establish higher standards: 1. Sewer and other utility lines constructed or maintained above the Site unless such installations are cos or systems shall not be p0 level of the Shopping Center n enclosed structures and conform with requirements of all applic^/,,V governmental or private agencies having jurisdiction of the wand are roved b the Parties. 0 2. Street improvement own on it B r p Ing future and 0 existing streets and r�y4�adjacen the Cen eohail be made in accordance with the iremenct�Z any gontal (agc�e�ncies hav jurisdiction of� �w�wt Paaamm'e. j 3. Lighti ggVor Auto ile Parkl °aea shal��rovid�� fixtures \J � " U O of such t � the Pa o shall p?'ove, wit ea coni circuited o �f indepen y with o-electr 'Wor trol �=ficient(�_) produce a mini- mum ained intensity me*d at gr (t) �\::)ll foot candle of � o O llgh ng in the Automobi rking A (11) o on (1 1/2) foot candle of lighting on all roadways in the_ tomobile Parking Area, and (iii) four (4) foot candles of llghti all Center exits and entrances to the Automobile Parking ArFj\� The lighting system shall be designed so that it can b( lilumtnat� twenty-five percent (25%) of full intensity uniformly distributed throughout the Automobile Parking Area, during hours of darkness that the Center Is not open for business. 4. The slope in Automobile Parking Area (which shall not be inter- rupted with retaining walls or enbankments forming a break in grade, except -29- 604LGL • • 3011883 as shown on Exhibit "B") shall not exceed a maximum of three percent (3%) nor be less than a minimum of one and one-half percent (1 1/2%), unless otherwise shown on Exhibit B or on the approved improvement plans. 5. All sidewalks, unenclosed malls and pedestrian aisles shall be of materials approved by the Parties, and the surface of the Automobile Parking Area and access roads shall be paved by installing a suitable base, surfaced with a bituminous or asphaltic wearing surface, or other material approved by the Parties. 6. The surface of that portion of the Enclosed Mall devoted to pedestrian traffic shall be installed in a continuous plane without steps except as may be shown on the approved improvement plans. The maximum slope for that portion of the Enclosed Mall nndevoted to pedestrian traffic shall not exceed one and one-half percent�V=�/2%), unless otherwise shown on the approved improvement plans. p 7. All fire protective system1 be Installed In accordance with 0 the requirements of local authors having jurisdiction over such installation, and any additi otlawJ requires of :an underwriter desig-onated by each Party, such ndustri sk Insa designated by Target. (�� eeand 6. The heating, v�rt�tV ating ling sys�os of the Enclosed all shall be constructe as to oo€!�§n able o maintains o ,�l"Jr j� inside dry bulb tp rature venty s (70° renhet�, w h outside dry b _-Zperat of ten o °`mss (10° Arenheit heating, `�=�p " V Of�U5 and the c ' system 1 be ca ab of mal4 ning sq�oq-eight o p �f degrees ) Fahren t dry bund f I f cent (5humidity inside con tions with outside condns of -one d (81°) Fahrenheit 0 dry ulb and sixty-seve O pees (67hrenhe bulb. The entire system shall be automatica ly controlled. /��j)0 9. The finished surface of the Encloz�edl,x7e 11 shall be established at the same elevation as the correspondinoor of each adjoining Store at all points adjoining such Store, unlO�otherwise shown on the approved Improvement plans. G. ENCLOSED MALL DESIGN AND IMPROVEMENT PLANS. Each Party shall be sent general design plans for the Enclosed Mall which shall be subject to the approval of each such Party. The rights of approval herein contained shall -30- 604LGL . • 9011883 Include the general interior construction of, the elevation of, and the architectural treatment of, the Enclosed Mall, excluding storefronts of Occupants of Developer Mall Stores. Each Party shall be furnished schematic drawings and preliminary and final improvement plans developed from the general design plans referred to above which shall be subject to the approval of the Majors. The Majors shall each, respectively, have the right of approval (which approval may be granted or withheld at the sole and absolute discretion of each Major, respectively) of the design of its respective Court as shown on Exhibit B, including column locations, decor layout, decorative elements, floor eleva- tions, floor to ceiling heights, lighting, wiring, etc., and the furnishings of such portions of the Enclosed Mall. Notwithstanding the approval right of each such Major, no disapproval may be predicated on a requirement of any Major which would materially alter the previously mlQed general design concept of the Enclosed Mall. nn�,, H. ENCLOSED MALL CONSTRUCTION. T ,Olosed Mall shall be constructed by O Developer at its sole cost and expen n accordance with plans and specifica- tions prepared by Developer and a ved by Majors, Including the plans for attachment to the Store of such M In t elopment of the 0 plans for attachment to t re of a jor, th�f2j hitect designing he Enclosed Mall shall con the faajjjj of the Ing to�which the 0 h- ment is to be made, opheathi any Mao umns l/ t to clanny� ch building facade,g requi�ments ofl�iaj or,j11K9Store tpSYnce Into the Enclosed Q the Ins a require is of t v vajor s"Q�oj maintain o the qualitys usual re and eX,sglm ed cove insuraft without increased premium ding code requireme� increased r decr costs of construc- l1?�J�) j� (O� tion of Yt(e structure to whip,"�ytachme nrQ,Ylto be O and the fact that `\"'s0{J U there shall be no seismic or ructural loadinged upon any such Store. The Enclosed Mall shall provide for sprinkler ction (including a deluge system or a fire protection water curtain, �equired by building code requirements or a Majors Independent inson firm to meet "Highly Protected Risk" insurance requirements) within the ceiling plane and at all windows and doors of the Store of any Major, and shall include any smoke vents required by code or the foregoing insurance requirements because of the attachment of the Enclosed Mall to the Store of each Major. If such smoke vents are required for -31- 604LGL • • 9011883 any reason other than the attachment of the Enclosed Mali to such Store, such Major shall reimburse to Developer the costs of installing such smoke vents. In the event plans for such attachment are submitted and approved by any Major in sufficient time to enable it to construct its Store so as to receive such attachment, such Major shall so construct its Store. In the event the plans are not submitted in sufficient time, but are thereafter approved, then and in that event the expense of any change in preparing the Store plans and any additional cost in constructing such Store, or any change or modification therein shall be borne by Developer. The Parties further recognize that the air conditioning and heating speci- fications of the Major's respective Stores, Developer Mall Stores and the Enclosed Mall are critical and that the same shall be so designed, constructed, operated and maintained so as not to unduly draiV conditioned air from, nor unduly discharge or return air into, the E"sed Mall, the Major's respective Store or the Developer Mall Stores, as`�case may be. Developer agrees to cause the Occupants of the Developer WI Stores and the Sears Store, not to unduly drain conditioned air fr1Z unduly charg�ygsldue or return air into, the Enclosed Mall. O !�(Jn 0 If any Major construcNAc Store at itctiis�essary for Deve?Vr to build the Enclosed Malmo tcture os� he pro/p� line (o9l��fc such Majoact (other than attachme �Vthe 1 to pro of th�yZS'ct linccgg), additional cost i�d by D loper by0 ```On of s,�s ex@ending $�.iti"Enclosed Mall shall be ��,�((. 1uurrsed by ch Majo' mess o�Q+n__Rr2iisse agreed ���VVV (o O "l to by Devel and the Qor Involi€ el If �veloper constructs40nclos so\ is necessary for any Majo to build Its Storethe pr y line Developer Tract O (other than attachment in the immediate proximit o�the Tract line), any additional cost incurred by such Major by react so extending its Store shall be reimbursed to that Major by DevelT% unless otherwise agreed to by Developer and the Major involved. Developer shall have the right to attach the Enclosed Mall to the Majors' buildings without any obligation by Developer to pay the Majors any amount for such right to attach the Enclosed Mall and without any obligation by any Major to contribute to the payment of the cost of constructing and equipping the -32- 604LGL • • 9011883 Enclosed Mall. Developer shall furnish, install and maintain the flashing and seal at said attachment and shall repair, at its sole cost and expense, any damage to the Majors' buildings caused by Developer making or maintaining said attachment. I. CONSTRUCTION COMPATIBILITY. The locations, number of levels, height and exterior configuration of all buildings and structures to be constructed by each of the Parties on its respective Store Site shall, if not indicated thereon or different from Exhibit B, or if greater than the limitations imposed by Exhibit C, be subject to the prior written approval of each of the other Parties. In order to produce an architecturally compatible unified Shopping Center pursuant to the common general plan contemplated by this REA, each Party agrees to consult with all other Parties concerning the design, color treatment and exterior materials to be used in the con �C ion and reconstruction of all buildings and structures on its respective ct and to consider the views of 0 all the other Parties with respect the prior to selecting the specific 0 materials and colors for its improv s. The design standards for the on- site improvements, including sche c parkin ayout, ,1a.clscaped areas and driveways, shall be architectuy harmoand c ble for all Parties' (((((����� VV o � n Tracts so far as the same �` o be co ucted at oObove ground leve(�) l J. PLANS FOR THE S Targ� all ca � be d ivered to �V � O Developer, Project A ect and?ttr ach oth -"arty at a t nine yys before commencemeconstri�ion of s ajor'sr�, one c of their �j � '����Ooc� respective pr plan�anil.specifi Ions as rets the,¢ici erior e° !U design, inc g color materia their�/�\\ dive�S�s or improve The Project Arche or suo�,(Zt er Parttq�S-hall, within twenty (20) days after the r t there( 0 'hotify e'dbl»such Party of any exterior design features, color or materiail whic! r the Project Architect's or such other Parties' opinion are not compat�� n relation to the design concept of the Shopping Center. In the ev� f any such notice by the Project Architect of any proposed plans the Party, such Party agrees to cause its architect thereafter to work in good faith with the Project Architect and the other Parties so that the buildings to be erected and constructed will be in harmony with the approved general architectural concept of the Shopping Center. The question of architectural compatibility shall -33- 604LGL • 0 9011883 not, however, be subject to arbitration under Article XXIII. K. EXERCISE OF APPROVAL RIGHTS. No Party shall, in exercising its right of review and/or approval over the plans and specifications of any other Party, or over the Common Area improvement plans and specifications, make any unreasonable request, or any request whatever which would unreasonably Increase the charges or cost of the work to be performed or which would otherwise be inconsistent with the applicable standards contained In this REA. The reasonableness of any such request (but excluding any claims for damages) shall, if disputed by any Party, be determined by arbitration as provided in Article XXIII. L. ENTRY INTO ENCLOSED MALL. The Store of each Major shall have an entry for customers into the Enclosed Mall in the area designated for such on Exhibit B. Such entry of each Major shall be open d44such hours that the Store of the Major and the Enclosed Mall and at lea&�yeventy percent (70X) of the Developer Mall Stores and the Sears A. COMMENCEMENT OF reasonably possible after�rbval construction of the DeY&er Imm open to the public for business. 0 DeWoper agyee>- on a date as soon as ens and eclfications, to comm nts`an reafterigently �ceed t0 completion. De Ver shal�beideemed ve com en(p0 the co uctlon po��- referred to in t#eceding tence u 4��`he dat Ith Develp a�shall have let a firm co for onstruc suceloper mp ements and ��2JJ o shall have enced the constru of the �ndations ch Developer j0� Im rove s. G`' 40 ��//����vv)�� p B. MANNER OF CONSTRUCTIi All workbf� onstl4 oonn of the Developer Improvements shall be made In accordance with*., nal Developer improvement plans approved by the Majors pursuant to Art i�,. Developer shall cause to be delivered to Target at least ninety<�yQ7�yys before commencement of construction of Sears' and each other depaPtment store, one copy of their respective proposed plans and specifications as respects their exterior design, including color and material of their respective stores. Target shall, within twenty (20) days after the receipt thereof, notify Developer and -34- 604LGL • • 5011883 each Party of any exterior design features, color or material which in its opinion are not compatible in relation to the design concept of the Shopping Center. In the event of any such notice by Target of any proposed plans of Sears or any other department store, Developer shall cause Sears or such other department store, as the case may be, to cause its architect to work in good faith with the Project Architect and Target so that the buildings to be erected and constructed will be in harmony with the approved general architectural concept of the Shopping Center. C. TIME FOR COMPLETION OF DEVELOPER MALL STORES AND ENCLOSED MALL. On or before the Developer's Scheduled Opening Date, Developer shall, with respect to the Phase I Development, complete construction of the (i) Developer Mall Stores, including the Sears Store and any temporary closures which may be required for any Developer Mall Stores whichcaran(hot open for business, and (11) Enclosed Mall. D. TIME FOR LEASING AND OPENING O�ELOPER MALL STORES, SEARS STORE, AND ENCLOSED MALL. If at least oneof the Majors has previously opened or will simultaneously open, Develop fJ hall, o e Devel er's Scheduled 0 Opening Date, (I) open and Ope the End Mall„o� a general public and ''o v have the Enclosed Mall con ly funct 1 andccd O e Ing In accordance with the applicable requir e of this inclu��eing �,it conditioryE heated, ventilated, l4ed, ded and ���tfi(J:ytape d a�rj>�Xr'ee fro obstructions, and have t111' r! St cy erid at 1_ s�-t>,ffIfty p t (50%) of the aggreg 6Q itial P d Floor�Ar of the�naining eloper Mall o/ O Stores leas der lea w�requirin ch Occ to be �---t open for busines �r before the Dev el0' ScVlOpeninpuDeveloper shall use Its st efforts to hav Oof thelaloor Area of O Developer Mall Stores open for business on or behDrr said date both Majors are open for business. lnl<��v. E. PHASE II DEVELOPMENT. 1. The Phase II Development is designated on Exhibit 8 as "Department Store C", "Department Store D", and "Department Store E". The areas comprising the Phase II Development constitute a part of the Developer Tract. If developed, Developer agrees to develop "Department Store C", and/or Department Store D", and/or "Department Store E" as and for the operation of -35- 604LGL • • 9011883 single -user retail department stores. Prior to beginning construction of all or a portion of Phase II Development, Developer shall give written notice to Target of the number and location of the Department Stores and other improvements it intends to build and the scheduled completion date for each of Department Stores C and/or D and/or E, as the case may be. Developer shall repeat this notice procedure each time Phase II Development construction is undertaken. 2. The Store Sites of Department Store C, Department Store D, and Department Store E shall be improved in the Phase I Development by Developer as Automobile Parking Area in conformity with the common improvement plans provided in Article IV, and such Common Area shall be completed by the Developer on or before the date provided in Sectiioon C of Article VI and shall remain Common Area until construction of the ��Rhh�e� II Development thereon is commenced. After construction of any portiF f the Phase II Development is commenced, the portion of any Phase II Tgopment improvements as are 0 actually constructed shall, if such movements constitute Floor Area, no longer be part of the Common Area U O 3. Developer, at its xpense,constr,Vch�or cause to be o constructed) the Departmen�hre C wlt he Stor4�Rte shown on Exhibit B and designated "Departmeore C" 7i�lt ng not�than the Initial P anned Floor Area nor less �£�iaj he miinn,T,n(ufq? Floor gct'a�;speclfig�'I�a'$QS.SJ9ITA Article VIII. n„ �0 4.F er, at wn expe�seVv,may con�ct (or to be /',constructedDepartdQ Store DDS in thee//\��\ a Site ei+n on Exhibit B and dest,�r�rgd "Department Stor `e:�.'",haaving noto re tha vInitial Planned Floor Ar nor less than the�ACib um Flo a spe in Section A of v° /0Article VIII. 5. Developer, at its own expense, maruct (or cause to be constructed) the Department Store E within Store Slte shown on ExhibitB and designated "Department Store E" havinn'(J�Ot more than the Initial Planned Floor Area nor less than the minimum Floor Area specified in Section A of Article VIII. 6. In the event Developer elects to construct or cause the construction of the Department Store C, and/or Department Store D, and/or -36- 604LGL • 9011883 Department Store E, Developer shall maintain the parking ratio required on the Shopping Center Site pursuant to Section C of Article X, taking into account both the additional Floor Area created by the addition of such Department Store(s) and the Automobile Parking Area lost through the construction of such expansion. The required parking facilities, when constructed, shall be a part of the Automobile Parking Area for all purposes of this REA. Any such Automobile Parking Area shall be completed on or before the date that the Department Store D and/or Department Store E open for business. 7. Said Automobile Parking Area provided for in subparagraph 6 of this Section E shall be constructed in accordance with all requirements of this REA applying to Construction of Automobile Parking Area, and shall include convenient pedestrian and vehicular access ways. Schematic, O preliminary and final plans for the Automobil king Area and shall be submitted to and approved in writing by th&ties prior to construction in the same manner as is provided for provisions of Articles IV and Ili s erection and construction of the d Parking Area, when constructed,`C for all purposes of this ISE ie ovement plans in Article IV. The \�� applicable with respect to the 2eobil e P*ing Are The Automobile 1 be Pof thomobile Parking Area 8. The DepartZR tore C. (artment W D, arld. Departmen' tore E AMM�MM """""" F�h��� O <Vv/ shall be constructe�ccordan��th "�'-°�-` and a pllcabl,� requirements of h EA appl to con faion of Store for f_\u�jor and in accordance plans th,' or prepe d -in acco4ce with SyS, 41 .0_J. of �o Article IV. �. Developer may at a e cony f� title ase the Store Sites of the Department Stor� and/or fB tment D, and/or Department Store E and in each case a contiguous portion of:X0mmon Area located on the Developer Tract sufficient to satisfy the&"ing ratio requirements for the Store Site pursuant to Section C of Ar�3_X to a Person for the Construction and Operation of such Depart Stores in the Shopping Center, but subject to the following conditions: (a) Such conveyance or lease shall be subject to all of the terms. covenants and conditions of this REA. -37- 604LGL • 9011883 (b) Such Store Site and the remainder of the Developer Tract shall each, separate and independent of the other, comply with all of the terms, covenants and conditions of this REA. Without limiting the generality of the foregoing, such conveyance or lease shall not result in the Automobile Parking Area on Developer Tract or in the Center being reduced below parking ratio required by Section C of Article X and after any conveyance, such Store Site and remainder of the Developer Tract shall each have sufficient parking, separate and independent of the other, to maintain the parking ratio required by Section C of Article X. (c) In no event shall Target be required to bear any of the costs of constructing additional Common Area, Automobile Parking Area or other facilities made necessary by such conveyance or lease. o� 10. Except for those assess1 shown of record at the date of this REA, Developer agrees to keep thget Tra ree of y and all future 0 assessments of any kind for I, ements r red by;r de in connection 0 with the Phase II Developer any p hereof.1V VI consist of th)'ck`W owing ItM, of works aoorovedW the <v) v 1. iminary Develoom minartwe lopment of the O v Center Site, Inc but n�li mi ted �ollowing: (a) Preliminar 0ning. '60(� (b) Preparation of environmental ireports or studies as may be required by applicable Federal, S�, .nnd local law. (c) Design, planning and con y`rt�s.J\\�_ion of off-site and/or on-site storm drains, flood control fact Yl�es, and planning of appropriate off-site and on-site improvements for development by Developer or public bodies. (d) Design, planning and construction of off-site and on-site improvements for the general benefit of the Shopping Center Site, -38- 604LGL • 9011889 including, but not limited to, perimeter streets and access roads (whether or not dedicated to public use) and planning and erection of traffic signals, median breaks, directional signs, street lighting, and other facilities, all as reasonably required to provide proper Ingress and egress for the Center. (e) Demolition, clearing, rough grading, fill and compaction of portions of the Shopping Center Site pursuant to the recommendations of a licensed soils engineer selected by the Parties, which shall Include the building pads and any building excavations, excluding, however, any backfill adjacent to any Store that may be required as a result of the excavation of the building pad of such Store, which backfill work shall be done by and at the sole cost and expense of the Party constructing such Store. 2. Imorovement of Common Area. T�iesign, construction and 0 Improvement of the Common Area (ex ng the Enclosed Mall), including but not limited to the foll (a) Fill and compac� requires, if to develop the ^ o �V same, pursuant to the *mmendai� of the oved soils engineer. tstripi - o d (b> Finish g.(c) All pdn"qq_� ligh4��inclu�d 0 panelbo -lll: ""nn �v0 switches and o-elec �i time cl!W ontrol 0 (d) sties f urface ubsurf141 drainage. ((����V O ( ails (ex Ing thec osed Ma1V:L-'J sidewa>and curbs, o O excite a of Pero ter Side®ks, wh1 4rimeter pewalks shall be fi23Ygned and constructefl��provt O Sectl f Article VI. (f) Landscapin q! ktept forsca01k hin Perimeter Sidewalks, which shall be designed and ytructed as provided in Section D of Article VI, and except k �JJrelated to construction of the Enclosed Mali. O\\v (g) Common sanitary sewers` rm drains, gas, electrical, transformer and vault, water, telephone and other utility facilities beyond five feet (5') from the building face of the respective Stores of the Parties, and in locations designated or approved by the Majors, but In no event closer than five feet (5') to said Store face. -39- 604LGL • • 9011883 (h) All amenities such as benches, trash baskets, public telephones, newspaper stands, drinking fountains, bicycle racks, bus shelter, decorative features and similar facilities for the comfort or benefit of the Permittees, together with institutional signs, symbols, directories and similar notices for and to the Center, including signs during construction, which construction signs shall be of such a size, form and content as the Parties shall approve. (i) All fire protective systems as provided In Section F-7 of Article IV. (j) All architectural and engineering costs and construction bonds and premium costs for builder's risk insurance relating to the preceding items. (k) All Automobile Parking Area �O B. CONSTRUCTION OF COMMON IMPROVEMENT*K. Upon approval of the improve- ment plans provided for in Section A o icle IV, Developer shall enter into 0 a written contract(s) for the const4k�4on of the common improvement work which work shall be at the sole and ex ense of Developer. Developer shall provide adequate and co4ous supe sion ofl�,. construction of the common improvement work 0�m�he contras for the Baleffit of the Partie It is expressly recognize) Par V hat th9A;0 Sep¢rate Agree \�L� between the Develope 0 each whichrovide tam -��the pay p�e nt y each wMajofNI'MPRO%tT r of a porta the co the clmpro�work. C. SCHED AND CI ON OF MWORK o Dev 1 shall . s�duleperformaa@ of De the/o n impr(:�e_nntt work by v\`\etation with the 0 Majors to coordinate su mon imp;ent w nui wa th the work of construction of the Stores of the Majors anW he Developer Improvements. 2. Completion. The common improvemfiOrk by Developer in the Phase I Development shall be completecj�t�,east thirty (30) days before the Developer's Scheduled Opening Da it provided, however, prior to commencement of construction of the common improvement work, Developer and each Major shall mutually approve an area in the vicinity of each respective Major's store which shall be completed by a date not later than six (6) weeks before Target's Scheduled Opening Date. -40- 604LGL 9011883 D. DESIGN AND CONSTRUCTION OF PERIMETER SIDEWALKS. The Perimeter Side- walks shall be designed and constructed and the cost and expense of such design and construction shall be borne as follows: 1. Design. The Project Architect shall furnish to each Party general design standards for the Perimeter Sidewalks, which general design stan- dards shall be subject to the approval of each Party. Developer and each Major shall, after receipt of such general design standards from the Project Architect, cause its respective architect on the basis of the approved general design standards for the Perimeter Sidewalks to prepare and submit to the Project Architect and each of the other Parties, proposed plans and specifications as respects the Perimeter Sidewalks adjacent to its Store, showing sidewalks, landscaping, r taining walls, earthfill, O color and material, which plans and spec tions shall be in conformance to the approved general design 2. Construction. Developer Perimeter Sidewalks as part of the Perimeter Sidewalks. all curbs within the improvement work. Developer and each Major shall construct o�rll caug e const,"(1tion of that part of the remainder of the P"eri�m Sidewa#Which 1�Ke�.wTthin Its Tract, which construction shall be rmed at construcetic, fGi9 Party's sole cos nd expense in accordagGXth the ,pl14 s andcatio with respt�,�O�thereto, and in dance the con sc� s for he C', "�^� V Z% applicable p �ns of cc lmpro work tfx hi area o e various �J O VVV DO Perimeter alks. p n_ E. SEP ON OF WOZ For a �rposes cable t�d e provisions of statuto/p� Oa o �of the State of Or O , the vorructioikoe Common Area, the Enclosed Mall, and each of ores, r� tivelly\\ tc may be inte- grated, shall nevertheless each be deemed to be rate and distinct work of improvement. F. CONSTRUCTION COMMUNICATION. Each 4 shall appoint a Person or Persons who shall coordinate on each Par�y behalf all communications between each Party under Articles IV, V and VI, the name of which Person or Persons shall be given in writing to each other Party. -41- 604LGL 9011883 ARTICLE VII A. CONSTRUCTION. Subject to the provisions of this Article VII, each Major agrees to cause construction of its Store to be commenced and further agrees thereafter diligently to prosecute same to completion so that each such Store shall be constructed within the respective Store Site, with at least the Initial Planned Floor Area specified in Section A of Article VIII and shall be open to the general public for business on or before its Scheduled Opening Date. All work to be performed shall be in accordance with the requirements of this REA, and in accordance with the requirements of the final approved Store plans B. OPENING DATES OF MAJORS. Target shat open for business on its respective Scheduled Opening Date, if Develr has completed its 0 responsibilities pursuant to Sections .O and C of Article V and Section C of VI. �� Anything herein to the contr"Zotwitchhssianding, Ing co event shall Target be required to open between November 5 of .axi. calendygar and March 1 of the succeeding calendar year, �dsring th riod from \Vcch 10 to June 30 August 1 to September � v 4&R ARTICLE V �Q> T O� A. FLOORfi'. The Q al P1 a/n�Floor Ae a� d the f�um Floor Area of each ofOP'arties a� as fol"U �o �p O O O tial P1 Minimum �o F1oor Floor Area op O Developer Mall Stores (exclu g the Sears Store) t1�' 2pw„7 235,638 Sears Store 1lF.577 85,183 Department Store C (Phase II Development) OO 63,000 50,400 Department Store D (Phase II Development) 49,035 39,228 Department Store E (Phase II Development) 93,423 74,738 Target Store 113,613 80,000 Developer Non -Mall Building Area 1 6,650 5,320 -42- 604LGL • 9011883 Developer Non -Mall Building Area 2 Developer Non -Mall Building Area 3 Developer Non -Mall Building Area 4 Developer Non -Mall Building Area 5 0 2,375 1,900 2,375 1,900 6,650 5,320 47,500 38,000 Developer, as to the Developer Mall Stores, the Sears Store and each Major as to its respective Store shall each initially construct or cause to be constructed its Initial Planned Floor Area as set forth above; provided, however, Developer shall not be obligated to construct Department Store C, Department Store D, Department Store E, nor the Developer Non -Mall Stores. Subject to the provisions of Articles XIII and XVI hereof, following the opening date of each respective Store, there shall be, during the term of this REA, on each Party's Tract not less than the respective Minimum Floor Area set forth above. The Initial Planned Floor Area of DeP&ent Store C, Department Store D, and Department Store E shall be deeme4 tt of Developer's Initial Planned Floor Area upon the first to occurhe (1) completion of construction O thereof, or (ii) date for opentthereof isiness as agreed to by the Parties. The Allocable Shag o the Par shall„b�hen recomputed to reflect the addition of����stl'SJ�itial Red F1 r �4rvea, as specified in respective Separate Aata 1nts. .�?O M��V �p Q Notwithstanding foreg in v�othing�ky`�i'his Artl41s rote 6 to � (o�p lel o limit the maxim d)q�`7he of any rty's St��e. In tp7ev ewient that��Party constructs 0*nstrucgts more than �percen in exce f its Initial ,I� ((O�� ^ (� Planned F1, JArea, all such cons Ion sha�'l\c mply w�1.1;I fie following vv �\\��''// condii:4 1. It shall be located within su� Party's` Store Site as shown on Exhibit B. �v� 2. It shall be constructed in accorINIn de with the provisions of Articles IV and IX, and to the extent ®1 cable, Article VII. 3. It shall not exceed the maxim height for such Store as shown on Exhibit C. 4. Such Party shall provide, at its sole cost and expense, additional Automobile Parking Area, either by adding land to its Tract in a location -43- 604LGL 0 • 9011883 approved by the Parties, or by construction of a parking structure on Its Tract in a location and of a design and configuration approved by the Parties and containing sufficient automobile parking spaces so that there shall be the same ratio of automobile parking spaces for the excess Floor Area as is provided for in Section C of Article X for the Shopping Center. The Automobile Parking Area for such excess Floor Area shall be designed and constructed In accordance with improvement plans approved by the Parties in like manner as provided in Articles IV, VI and IX for the original construction of the Automobile Parking Area. Such Party shall maintain such additional Automobile Parking Area at its sole cost and expense, or such maintenance shall be performed by Developer pursuant to a Separate Agreement with Developer providing or Its maintenance by O Developer at such Party's expense. Such tional Automobile Parking Area shall automatically, upon comple become a part of the Common 0 Area, and it shall be maintained o same standards as set forth in Article X. In no event, howev((e4s11 1 any costs of Operation, OO� maintenance and reconstructi Q) such .t iona�Ts mobile Parking Area including insurance, real 4te taroassesbe included in Common Area Maintena�� t, �nott���V*�tanding th�i such additional Automobile Parking�,HTep is ince 1n Com ��ea unt this REA/, B. HEIGHTS AND IONS. (Y heightsi(�t�ui ldin�do the Ce e_r shall o ^ V v1% not exceed thos �ified i ibit C hed hez4� end by tQs reference made a part �. Ror echanic, 0equipmegt 11 be s�ned from public view*m adjaceic s is and l(ji^fays and �omobi le Parking Area wi the Ring Road, excep, 0r vi s1 'ity from is higher than the roof of the buildings on wh*such mecl@cal equis located. No building or buildings or imprrovvements, other th�troved common Improvement work, shall be erected or expanded on the reA\fie o ve Tracts of the Parties, except within their respective Store Sitecue 9J gnated on Exhibit B. C. USES. Neither the Center nor Ar cart thereof shall be used, and no building or other improvement shall be constructed, maintained or used except for retail, office and commercial service establishments common to first-class regional shopping centers In Oregon containing enclosed air conditioned malls and such other uses as are from time to time approved by the Parties. Except -44- 604LGL • • 9011883 for the Developer Non -Mall Stores, office use shall not include a building used primarily for general office purposes. Commercial service uses may include financial institutions, brokerage offices, restaurants, medical clinics, dental clinics and similar out-patient health care services, a theatre complex in the location shown on Exhibit B, travel and other agencies and similar service establishments. D. PROHIBITIONS. No use or operation will be made, conducted or permitted on or with respect to all or any part of the Center, which use or operation is obnoxious to or out of harmony with the development or operation of a first- class regional shopping center containing an enclosed air conditioned mall, including but not limited to, the following: 1. Any public or private nuisance. nn 2. Any noise or sound that Is objectNale due to intermittence, beat, frequency, shrillness or loudnes 3. Any obnoxious odor. 4. Any noxious, toxic, causto�)or corrosive fuel or gas. 5. Any dust, dirt or fly in excesn4ve quan ties. 0 6. Any fire, explosioA other Ing or a rous hazard, Including the storage, �lay or shy of explo�s or fireworks. 7. Any warehous tvany ar%3fo-r th/tt>��c�ge of goods inter edtoo be sold at any ref Vesta bein t�dre,"tenter s>^fiot beLQ�e�e be a warehouse p ssembly �nufacture� `gsstillak; nQ` refini daw„S'melting, agricultur O�jnining ions, ow 8. bile h� or trail ®10urt, camp, 1?1 yard, stock yard nimal raising. No i tandin(,9o�nit regtshall ''-ppeet shops will be perm within the Cen tEc4rrovlde 4't such be so O conducted that there shall be no violation of tttfl other prohibitions of this Section by reason of the operation of(hrlel( shops. 9. Any drilling for and/or remova �tOsubsurface substances. 10. Any dumping of garbage or re 11e. 11. Any veterinary hospital, bowling alley, mortuary or similar service establishment. 12. Except if located in the Developer Non -Mall Store, any commercial laundry, laundromat, or dry-cleaning plant. 13. Any automobile body and fender repair work. -45- 604LGL 6 90118!43 E. NON-INTERFERENCE WITH COMMON AREA a No selling or retail activity shall be conducted and no merchandise or services shall be displayed, sold, leased, stored or offered for sale or lease outside the physical limits of Floor Area, either from temporary or permanent installations (including pushcarts) other than (a) from kiosks, if any, as provided in Section F of this Article, and (b) in connection with special center -wide events sponsored by the Center's Marketing Fund approved by the Majors, which events shall not be held within a radius of seventy-five feet (75') from any Enclosed Mall entrance of a Major. All such special events shall be conducted (i) in good taste, adhering to the standards of a first-class regional shopping center, (it) so as not to inter- fere with the use of, access to, or the visibility of the entrances to the Store of each Major, and (iii) so as not to materlally impede or interfere with circulation of pedestrians within the End Mali, the use by Permit- tees of the Enclosed Mall, or ingress and4s to store entrances located � within the Developer Mall Stores. Outdoor selling will not be permitted in the Center unless consented to by each Major and the Developer. dv � ^ O CC F. KIOSKS. No kiosk nor gform of#ructiorCe ycept Enclosed Mall VVVVVV o ��\// amenities that are shown obN44 approv'nprovementyYl ans) shall be loc d in the Common Area, except 40peciflc�� shown o fbit BAny kiostblKi' ted inthe Enclosed Mal l be wi it the arei gnate Permi iosk Area" on Exhibit B 7 e loos erein p 'Ft ted by �i�ion cr hibit B /j,-� 'n�O 2i shall be subj �a maxi i eight of.g ht feet�Z`@�J) and stg#p of be v o _v larger 1n Fnn1.6e� Area than hown on Ait B.Jxcept ood sal �or consumption on-premyyt�'hall be permitted vvf"�ny ki the Food Court Area as designated on ExhibiAro�i3hd (ii)�he sa!k�l dry food or nuts and packaged food. G. FENCES AND OTHER OBSTRUCTIONS. No feR\\tructu re or other obstruc- tion of any kind (except as indicated on iEE B, or except for decorative features and customer conveniences as shownion the final plans for the Developer Improvements or the final improvement plans for the Common Area) shall be placed, kept, permitted or maintained upon the Common Areas without the prior written consent of the Parties. -46- 604LGL • • 9011883 H. COMMON AREA CHANGES. Except as otherwise provided in this REA, no changes shall be made In the Common Area or in the location or design of the common improvement work on a Tract prior to the Termination Date as to such Tract without the prior approval of the Parties, except for minor changes to amenities and landscaping adjacent to each Party's Store or within the Enclosed Mall. F:1:1111]4a071 GENERAL CONSTRUCTION REQUIREMENTS A. INTERFERENCE BY CONSTRUCTION. Each Party severally agrees to use its reasonable efforts to perform and construct work performed by it (i) so as not to cause any increase In the cost of constructing the remainder of the Shopping Center Site or any part thereof, (11) so as not to unreasonably interfere with O any construction work being performed on the finder of the Shopping Center Site, or any part thereof, or (iii) so as &Ito unreasonably interfere with 0 and minimize disruptions of the use, o ncy or enjoyment of the remainder 0 of the Shopping Center Site or any aQ thereof by any other Party, and any other Occupant of the Shopping C� Site,,,&�Jthe Perottees of any other Party and such other Occupants. �- vv ��w� Each Party severally to def iindemnify�fnd hold each othe�r(`g�rty harmless from and agai81 1 claim O ncludin Orney'yj f�I es, resu� /��'O from any accident, i loss amage wlever ocamygoned to natural (((oiiinnn ^ OVV Person or to the „ptk p rty of Person all oc WTR!Jy reason s*the s _V O� performance o?�Q��O such <RJiy such P,Ar�ty. 0o VUO B. CON ifiCTION BARRpkADES. �v((�ojjParty 114 ng, res�ng or construct- ing anying not yet encl os Oth extp,�t�o®Ubulldi ertals or other o �J improvements after the Open to shat �ect and, truct a solid fence at least eight feet (B') in height, surrounding thR(k_t Ing or buildings or improvements so being constructed. Such con21, on fence shall be kept in place, in good condition and repair, until(tlding or improvements so being constructed are safe and otherwise 1� re from unauthorized intrusion. Any solid fence shall be painted in colors approved by the Project Architect and shall be architecturally compatible with the balance of the Shopping Center. The same requirements shall apply during any work of repair or restoration under Article XIII if other Floor Area is being Operated during such time period. -47- 604LGL • 0 3011883 C. CONSTRUCTION STAGING AREAS AND SCHEDULE. Prior to the commencement of any work performed by any Party, each Party shall submit to the Project Archi- tect and to each other Party for approval: (i) a plot plan of the Center showing the buildings or other improvements to be constructed, utility connec- tions, material and equipment storage sites, construction shacks, staging areas and other temporary improvements, including access and construction roads and temporary utilities, and workmen's parking area; and (Ii) a time schedule, in reasonable detail as to each component of such work indicating the approximate date or dates when such construction, Including on-site work and pad prepara- tion for each Major, shall commence and be completed, including the date or dates upon which each portion of the Center used for the purposes referred to In the preceding subdivision (I) shall cease to he so used by such Party. Within twenty (20) days after the receipt of #plot plan and such time schedule, each Party shall notify the Projje,,,, Architect and the Party submit- ting the same whether the same are appy wor disapproved, specifying the O reason therefor If disapproved, provio that, if the submission complies with the requirements of Section F of Acle XXIX a failure to give such notice O shall constitute approval ther-5Ay the t Arc hj tbLY. If any Party or the Project Architect shalmtapprove lot pla"a d//or the time schedule (specifying the reasonssuch dis val), rty submitting t<h3Q�J shall promptly revise ��_*same I y those _ ee``c'ts t e disa2p�pprrD+Diinng Party or the Proje fchttec t<Yhall real y requ req ui s�`��%e_p its approval pursu n. o the st ds conta 0 d i n gqth_�9��A. `/�nO1O D. WC IP. Ea Party agr�hat ani"ei all cVructlon performed ''UU o hereunder such Party shall be# in a goo nd worki Ike manner, with ��(O�O first—c materials and in oO 0 dance yy,>7rGa 11 appeis a laws, rules, vo ordinances and regulations. ject to Section FF0001 Article, each Party shall pay all costs, expenses, liabilities and arising Varising out of or in any way connected with such construction. Dev6Ar shall, upon demand, deliver to the other Party or Parties demanding y1 amme, evidence of completion of its work in compliance with all applicable laws, ordinances, regulations and rules in accordance with the final improvement plans, approved pursuant to Article IV, and that all such costs, expenses, liabilities and liens arising out of or in any way connected with such construction have been fully paid and -48- 604LGL 9011883 discharged of record, or contested and bonded, in which event any judgment or other process issued in such contest shall be paid and discharged before execution thereof. Nothing herein shall be deemed to prohibit a lien granted pursuant to a Mortgage. E. COORDINATION. Each Party, as respects the construction it is to perform, shall use all reasonable efforts to cause Its architects and contractors to cooperate and coordinate its construction with the architects, contractors and construction work of the other Parties to the extent reason- ably practicable, to achieve the objectives set forth In Section C of this Article. F. MECHANIC'S LIENS. In the event any mechanics' liens are filed against the Tract of any Party, the Party permitting orAausing such lien to be filed hereby covenants either to pay the same and H 1t discharged of record, promptly, or to take such action as may bq.,�uired to reasonably and legally C', object to such lien, or to have the li emoved from such Tract, and in all events agrees to have such lien disr1ed prior to the entry of judgment for foreclosure of such lien. Upon �}e€st o ,Vther P the Party permit- ting or causing such lien to b led aga anoth�e � ty's Tract agrees to furnish such security or � ity coning to thii�REA as may be requ i't�d, to and for the benefitoo ouch othe � rty, oreendor itle rance cot���lV NNNNLLLLo�_ 0 designated by such o Party, a�l ermit�a�jsement to s Party's title policy ?oe(0�6�'sued rel I to sty's Atwithout 5*,Ing \�VV0thereon the aof su , n.ofG. CONN IND ITIES. {,Par tie severa4 covenant and agree t mnify, defend, and harmleach of�A'ther Parties and 0 their respective Tracts fro against claim mall costs, expenses, damages, losses and liabilities (including reasor(Yj� attorneys' fees) incurred U in connection with all claims, including any n or proceedings brought thereon, arising from or as a result of an ru'3�eanic's or materialmen's liens, stop notices, or other claims regardingrlals supplied or work performed, or the death of, or any accident, injury, loss or damage whatsoever caused to any natural person, or to the property of any Person, as shall occur by reason of the performance of any construction by or at the request of the Indemnitor, except for claims caused by the negligence or willful act or omission of the -49- 604LGL • • 9011889 Indemnitee, its licensees, concessionaires, agents, servants or employees, or any agents, servants or employees of such licensees or concessionaires where the same may occur. The indemnitee shall give the indemnitor notice of any suit or proceeding entitling the indemnitee to indemnification pursuant to this Section and the indemnitor shall defend the indemnitee in such suit or proceeding with counsel approved by the indemnitee. ARTICLE X Y __ i1sm 1 14Wel A. ENCLOSED MALL - STANDARDS. From and after the date upon which the Enclosed Mall is required to he open and to be 0 erating pursuant to the O provisions of Section D of Article V, Develo all Operate and maintain, or cause to be Operated and maintained the En A ed Mall in good order, condition c�� 0 and repair, without expense to any Maigrn,� xcept as set forth to the Separate Agreements between Developer and eaa �`r jJJo'r. Without limiting the generaly„df the Jp�je oing, DR.roeloper shall observe the following standards in the �ntenanc#1 Operat rof the Enclosed Mall, which standards shall, at n um, be istent wi f ihhe practices prev ing in the operation of siaOC)�Oone-lev�t cl�giona opping crs in �� ^�vvo the State of Oregon, 1. Main he sur thereof th and gnQy cover47th the (�VV ver type of s ng at origin insta/l�led ereon, @ri5Ouch substit�hereof a hall haven appy V4 by the ties. `%Remove all papers, s, file refusewash or thoroughly 0 sweep the surface of th 00 'sed Me 3. Clean lighting fixtures, maintain an9Mp as needed. 4. Maintain the landscaping in a firNass, thriving condition. 5. Maintain all signs (excluding n of the Occupants) in a clean and orderly condition, including rel�Rng and repairing as may be required. 6. Employ courteous and professional security personnel to patrol the Enclosed Mall, in adequate numbers and during store hours, and such other hours, as may be prudent for the safe and orderly Operation of the Enclosed Mall. -50- 604LGL 6 • 9011883 7. Maintain and keep In a.. sanitary condition any public restrooms and other common use facilities therein. 8. Clean, repair and maintain all utility systems that are a part thereof. 9. Clean and maintain the structure of the Enclosed Mall, the roof, skylights, wall surfaces, doors, automatic door openers and other appurtenances thereto. 10. Maintain the fire protection, heating, ventilating and cooling system and the mechanical and electrical systems thereof in good order, condition and repair, so that at all times the same shall operate within the standards prescribed in this REA. B. COMMON AREA EXCLUDING ENCLOSED MALL - STANDARDS. Prior to the later of (i) the date of the completion of constructs o4the Common Area (exclusive of the Enclosed Mall), or (11) the date w4;0 contractor is no longer required to perform the maintenance thereof, but event later than the beginning of the first Accounting Period, Deve,)r shall Operate and maintain or cause to be Operated and maintained the on Are all TraSts, in good order, condition and repair. Without limiting the l,lity of�foregoing�.Developer shall ob ve the following standard' �e main &ce and ion ofy the Commo ��-VVV (vO (exclusive of the En d Mall) ch sta shall /r minimu b tten VVconsistent with th actices�vailinga operart� pof simif7 r one -level Vfirst class r 1 shopg_i�centers ttate Oregon: (�r �C°JljYn�' O 1. tain the face of AutomW2( Parking (Fpa and sidewalks (ex g Perimeter Sidewal evel, �yth and Tj covered with the 0 type of surfacing materi� glnall9stalled 6F; on, or such substitute therefor as shall be in all respe 1�ual thereto In quality, appearance and durability. 2. Remove all papers, debris, filirpy�re fuse from the Center and wash or thoroughly sweep paved areas was JJequired. 3. Maintain, repair and replace such appropriate Automobile Parking Area entrance, exit and directional signs, markers and lights in the Center as shall be reasonably required. -51- 604LGL 9011.$$$ 4. Clean Common Area lighting fixtures of the Center (but not those belonging to premises of Occupants) and relamp and reballast as needed, and illuminate or cause to be illuminated the Common Area as required In this REA. 5. Maintain and repaint striping, markers, directional signs, etc., and repair and replace same as necessary to maintain in first-class condition. 6. Maintain landscaping as necessary to keep in a first-class, thriving condition. 7. Clean signs of the Center (but not those of Occupants), including relamping and repairs as needed. B. Employ courteous and professional security personnel for Common Area patrol, in adequate numbers, and durtog=5tore hours and such other hours as are prudent for a safe and or A4y Operation of the Common Areas. 9. Clean, repair and maintain y`1,Y�4tility systems that are part of the Common Area to the extent thANOe same are not cleaned, repaired and maintained by public utill;IV O10. Maintain or cause aintathe park*requirements in accordance with the st�ds se;�Sertf'r=05 in Sect'Ae of this Article. 11. Remove all ppw�ice OC urfac��of the Auto e Parking Area and iXaiks (,Y,nC Oding Pe }Tif�ter S7dgftAt�cS) as n ces ary. C. AUTOMOBIL ING RA AND STAtJB4�. Su�1;1O Art 0 Developer and ajor 5 0 ave av I le with he Autol'Pe Parking o "l Area on thel pectiveacts, aat�t���� times Nh7y�fter cor�di�etion of construc ®thereof, not less t�ah"R .0 aut mo$\h `e park vaces for each ��d o O 1,000 sq�e feet of Initialed Flo a on t respective Tracts, O all in conformance with the pa king layout as shoo��}n)Exhibit B. Subject to the applicable requirements of ,#fovernmental agency having jurisdiction over the Center, each parking aregardless of angles of parking, shall have a width of nine feet on center, except for compact car spaces which may be eight feet (8'0") on center, measured at right angles to the side line of the parking space. All compact car spaces shall be in the locations shown therefor on Exhibit B and shall not exceed in number ten percent (10%) of the total parking spaces within Automobile Parking Area. -52- 604LGL • • 9011889 Parking lanes or bays (which include two [23 rows of parking spaces and incidental driveway) shall have the following widths, at the angles of parking designated below: Degrees Widths 60° 55' (one-way drive aisles) 90' 60' (two-way drive aisles) Each Party severally agrees with the others to take no action which would reduce the parking ratios below those specified herein. From and after the required date of completion of each portion of the Automobile Parking Area pursuant to Article VI and during any period when any Major's Store is open for business and for not less than one hour after the Majors shall close, Developer will Operate and keep or cause to be kept the Automobile Parking Area lighted and opened tot'ZZp,t_ ublic. Subject to its Separate Agreement, any Party Operating aftK :30 P.M. shall pay for the cost of lighting the Common Area after 11 K,d'Q-P. M. in the ratio that the Initial Planned Floor Area of the Parr�o( OOperating bears to the Initial Planned Floor Area of all Parties O,p`erating after 11:30 P.M.; provided, however, that nothing '',,rr?? v contained in sha� M bit�D oper from collecting such cost from any pant n�e, th@'/requires, til l all or any portion of the Common Area be lig ter ]I<O.M. oOo D. INDEMNITY. Drerg2er agrg� 6 indemn defend,�*d hold harmless all Parties, and the ~espect v acts, f nd again -ss z ny mechanics', O materialmen's an t'�laborer � ens, a�l costsoenses and liabilities in connection ewith,��lY�ding att,4 eys' f parising out of the maintenanceformed by Develop erespectGPd he Comn�� ea, pursuant to the pro ns of this Article ther pe med priUS1L1� or after the executionthis REA). In oQ t thd'F=Y Trac of/�y Party shall become subject to any such lien, Developer shall at thp ��uest of such Party promptly cause such lien to be released and dNccp5rged of record, either by paying the indebtedness which gave rise t ®h lien, or posting such bond or other security as shall be required by IN7 obtain such release and discharge, and, in any event to have the lien discharged prior to the entry of judgment for foreclosure of such lien. -53- 604LGL • • 9011883 The indemnitee shall give the indemnitor notice of any suit or proceeding entitling the indemnitee to indemnification pursuant to this Section and the indemnitor shall defend the indemnitee in said suit or proceeding with counsel approved by the indemnitee. E. PARKING REGULATIONS. No charge of any type shall be made to or collected from any Occupant, or the Permittees of any Occupant, for parking, or the right to park vehicles in the Automobile Parking Area, except such Common Area maintenance charges as may be provided for in any agreement with any Occupant. The Permittees of any Party shall not be prohibited or prevented from parking in the Automobile Parking Area in accordance with the applicable requirements of this REA so long as space is available In the Automobile Parking Area, and so long as they do not violate the reasonable rules and regulations covering the use of the AutomobilM.king Area promulgated from time to time by the Parties. The Parties ��s�l, by mutual agreement, prescribe certain sections within the Automobile $k'Tng Area, or on other land outside the Center within a reasonable distan$rrom the nearest boundary of the Center, for use as parking space e Occups of th Center, and the 0 employees, tenants, agents, con�octors, I�Wsees artd� cessionalres of such Occupants. In the absenceuch mutgreement�ach Party shall re uire Its Occupants and the gees, age contraei�, lice �sees and cop sionalres of such Par £, d of s Occupan trpifr6se only�,�,ci ions p eeessc bed for parking which ai�ocated e than p �`Vhundred'ni;ie (300'd^K MS any lJ req V Store frontin�e Encl all, u es the coie@t of thty whose * ° off Store is loc within d three red fe 0') distie has been obtaine ®ch Party shall regts emp 8 s and O ployees of its O Occupant agents, contractoy �censee �ianconcesopaires to use only such sections as are so prescribed or parking. Each�ia�)k agrees to use reasonable efforts to enforce the provisions hereof with fm3 eNct to its Tract. F. PAYMENT OF COMMON AREA MAINTENANCE# The Separate Agreements between Developer and each Major provide the payment by each Major of its Allocable Share of the Common Area Maintenance Cost. Developer shall maintain complete books, invoices and records in accordance with generally accepted accounting principles and in such a manner as to accurately cover and reflect separately all costs Incurred for the maintenance, repair and Operation of the -54- 604LGL • • 9011883 Common Area hereunder, and all items affecting or entering into determination of the respective Allocable Share of each Party for each Accounting Period, and shall keep the same for a period of three (3) years after the end of such Accounting Period. Within ninety (90) days after the close of each Accounting Period, Developer shall deliver to each Party a complete and itemized state- ment, certified by Developer, of the Common Area Maintenance Cost together with supporting data in sufficient detail, and back-up documentation therefor. G. BUDGET. At least ninety (90) days prior to the commencement of the second Accounting Period and each subsequent Accounting Period, Developer or any New Operator under Section I of this Article shall submit to each of the other Parties which are then open for business or will open for business during the next succeeding Accounting Period, a Droposed annual budget of the Common Area Maintenance Cost for such Accoun t`�} O eriod. Each such Party shall approve or disapprove such Ludget in(efting within thirty (30) days 0 after its receipt. If all of such Part shall approve such budget, it shall 0 go Into effect and be binding upon q4 arties. If any such Party shall disapprove such budget, it shall unicatS riting,-,vuch disapproval to Developer or the New Operator, the cas 7, be, ank� ch other Party specifying the grounds for'A disappr�l. Thereupon,, Developer or th ew Operator shall call a �eO g to atk®�tvto res he di�f�rences, O meeting to be held forty-(Lv (45) d ter re by eagh�Party of the original bud a bmissloq,OIf such erences'eOnot res at the (%�� O meeting, the pQ O ed bud o hall bemed approvL�if <1> amount of the O proposed bunnd does not teed a ercent� increa�ver the budget last apnf�t by all of the Majo th ,:loper }?04 ew Operator is Operatinggtthe Common Area pu. ameto Se � I of t%'Article provided that in such event the Developer may not unreasonably 4, ld or delay such approval), or (ii) the amount of the proposed,\Nupot exceeds by more than ten percent (10%) the current budget and is apf r2 M by one of the parties and at d � least one of the other Majors. If a bushall not be approved or deemed approved as hereinabove provided, Developer (or the New Operator) shall nevertheless continue to Operate and maintain the Common Area for the first ninety (90) days of the next succeeding Accounting Period on the same budgetary basis as though the Parties had readopted the then current budget. -55- 604LGL • • 9011883 During said ninety (90) day period, the Parties shall use their best efforts to agree on a budget. If, with respect to any Accounting Period, no budget has been approved or deemed approved by the end of the aforesaid ninety (90) day period, each Major shall pay to Developer for the remainder of any such Accounting Period on account of its Allocable Share on the same budgetary basis as though each of the Parties had readopted the then current budget. The provisions of this Section pertaining to payments by each Party to Developer on account of its Allocable Share shall be subject to the respective Separate Agreements between each Major and Developer with respect to the payment of their respective Allocable Shares. H. AUDIT Each Party shall have the right, exercisable upon upon at least five (5) days' prior notice to Developer at any time within the three (3) year period (subject to its Separate Agreement) s4s oks and records must be retained, to audit as to each Accounting Ped such books, invoices and records as are relevant to the computatOf Common Area Maintenance Cost as set forth on any such statement or stk`ments. In the event that any audit shall disclose any error in the d �ninationle.� the A1] cable Share of any o �� Party or Parties, appropriate � tment a ayment,Qr _ mbursement, as the '(� ° v case may be, shall prompt]Okmade bet the Pars to correct such error. In addition, if any such t shall close r of wo percent r more in the determine W0 of the/�1P1,'l;Acable SAaf any�T€j4,Develop0 shall promptly reimburse the Par ndertak °cch aud}�tSe cost Itf such audit, which reimburs shall �b'e chargend Common �a Maint yapae Cost. o V �� O Books an cords rely Ing to E ed Mal ration Maintenance Expense be kept separately books and ecordOflect ting to the Common O Area Mai enance Cost, and i manne rately� the allocation O of costs between Common Area M intenance Cost an E l�l as Mall Operation and Maintenance Expense. ln1<v!„/l I. TAKE-OVER OF MAINTENANCE. For pur solely of this Section, the term "Operator" shall mean the Developer*A ny New Operator Operating the Common Area under this Section. In the event that Target shall at any time, or from time to time, be dissatisfied with Operator's performance of Its obligations under Section B of this Article (including the expenses of the maintenance and Operation), Target shall have the right to give Operator -56- 604LGL 6 • OEM written notice of such dissatisfaction, specifying the particulars in respect of which Operator's said performance is deemed by Target to be unsatisfactory. If, during the sixty (60) day period from the date of such notice, Operator's said performance shall continue to be unsatisfactory, Target shall have the right to give Operator a second thirty (30) day notice of such dissatisfaction, specifying the particulars in respect of which Operator's said performance is deemed by Target to be unsatisfactory and, if, during the thirty (30) day period from the date of such second notice, Operator's said performance shall continue to be unsatisfactory, Target shall have the right to cause to be taken over from Operator the maintenance and Operation of the Common Area by appointment and designation to be the substitute Operator ("New Operator") of either one of Target or of an independent firm experienced in the managemerp 0 operation of regional shopping centers, effective on the first d&ff the next succeeding calendar month. Anything herein to the contraryithstanding, such take-over of the maintenance, management and Operation the common Area shall not (i) obligate Target to pay any cost o�3eipense iq/�Gspect o the maintenance, ^ o �V management and Operation of thmmon Ar �xcepts spective Allocable 0 Share (which shall continnk all tim be govei410 by the provisions of Section B of Article 1),(11) rell TargetQ�Qts obl ggation to p is respective Allocable``^y �a e. u1(3 ^ {y��' Each Major covets and es to p mptly ,%� *eleNew Od or, upon v V O_ i demand, any 5 �ch such r shalle bllgate� pay to.�treONew Operator pursuant to Section. the a �q that±!�y intenanmanagement and Operati �® the Common Area sh perf a Newer rator other than O ( Q� Developer, and Developer sha O o e fail t make tra�g ,Aayments herein required to be made to the New Operator, the other Majors cause cause the New Operator to give Developer written notice of delinquenccIr if payment is not made by Developer within ten (10) days after recei4 such written notice from New Operator, then any and all sums payable 11�eveloper by any and all Occupants of the Center In respect of its or their pro rata shares of Common Area Maintenance Cost, as specifically defined herein, exclusive of any taxes collected by Developer from Occupants on the Developer Tract (including the Allocable Shares of each respective Major, as the case may be), together with -57- 604LGL 0 q 9011883 the right to enforce payment of and to collect the same shall be deemed assigned to the New Operator without the necessity of the execution of any further Instrument of assignment thereof by Developer, other than this REA; and the New Operator shall thereafter remain responsible for such maintenance, management and Operation of the Common Area until another Operator shall resume or take over the maintenance, management and Operation of the Common Area, or portions thereof, pursuant to the provisions hereof. Any assignment shall be limited to the payments for the Common Area so maintained by such New Operator. Notwithstanding the foregoing, any notice of default given pursuant to this Section shall be exclusive of that portion of the Common Area within the Enclosed Mall, as 1s covered by the Enclosed Mall Operation and Maintenance Expense. Developer shall continue to maintain and Operate the Enclosed Mall. J. WITHDRAWAL Of TRACT. If one (1) or mto Majors are dissatisfied with Developer's performance bts obligations under Section B 0 of this Article (including the expenses ommon Area Maintenance Cost) and 0 have given the required notices and Operator is not obtained in accor- dance with the provisions of Sect I of tol,�ticle,/)e,ach of such Majors shall have the right to give Doper wr notic fi,such dissatisfaction (with a copy of such noticA\Vach of4 other Par4 s), specifying th particulars in respect,,Aich Deve®er's pert ce Is eemed by Major to be unsatt sf Y. If,u ng the loy (30) d�@ty peri od mom the date of such not c evelo (* !n VV "�J p perform hall (c%o�lrtsgi �ue to Oe�2atls- factory, such shall Oh� the rig to give DekFJ'oVVper a 40d fifteen (15) day not of such sats sfact� (with/�\) y of suootice to each of the oth ties), specifying t rticu so n ress/p���� which Developer's performance is deemed by suc�ybr to bitlsfa r and if, during the fifteen (15) day period from the date of such segOotite, Developer's performance shall continue to be unsatisfactoch Major shall have the right to withdraw the Common Area on Its Tt1rom maintenance and Operation by Developer and to separately maintainft*perate the Common Area on its Tract in lieu of maintenance and Operation thereof by Developer; provided, however, such notice shall be effective only as of the last day of a calendar quarter. Any such withdrawal shall not affect the agreements hereinabove provided or the Separate Agreements with respect to the other Majors not so -58- 604LGL • • 9011883 terminating the arrangements with Developer. The withdrawing Major agrees that effective upon its withdrawal of its Tract it will perform all of the functions of Developer set forth in this Article with respect to the Common Areas on its Tract, and pay all costs and expenses in connection with the Operation and maintenance of the Common Area on its Tract; provided, however, In no event shall any Major so withdrawing have the right to perform the security function of the Developer, which shall at all times be performed by, or on behalf of, Developer. In the event a Major withdraws its Tract as herein provided, it shall have no obligation to reimburse Developer for Common Area Maintenance Cost, other than for services or functions performed by Developer with respect to the Common Area which cannot be separated or divided by the division of responsi- bility for Common Area maintenance and Opera tFoA;/ such as utilities, security patrol or insurance. The withdrawing Major ``oaalll continue to pay its Allo- cable Share of the Common Area Malnten o ost comprised in such joint 0 services or functions, subject to sur4tQsajor's Separate Agreement. The with- drawing Major shall otherwise peri@the mai nance Operation of the �`Y o Common Area on Its Tract with ou hi st or se to a er Majors. C', In the event a Major wltaws its t as herwprovlded, Develope shall continue to malnoatli� effect® Ingle jp> Q, of 11bbbiility in suQ a on all of the Common Are2�i the Shog Cent �'�y�'specif��p�i-h Sectio�nj of Article XI, to the�nt suc ngle p01pay f llaMbkiinsuragf „Ys then available, an �llj wJ�/i thdrajorAs its�ocable ?'re ei/of the cost of such sin g� olicy o¢ surance,ding, ver, anemlums for Insuran ® the Enclosed Mall, L ecifie i8p he pr g paragraph. �jl� (,SO��� Q Developer shall refund t „ O Major thdrawi a full amount of any U payments made by it as its share of the cost of ry��ryI enance and Operation of the Common Area covering a period of time subs to the effective date of such withdrawal of Its Tract and shall alsq�rund to such Major Its Allocable Share of the unamortized value of DommonZ)T,�a maintenance equipment, deducting therefrom such Major's Allocable Share of the (i) cost of functions and/or services which Developer continues to perform or furnish, if any, as above provided, (11) the premiums for the single policy of insurance, if any, as above provided, and (iii) the cost of security patrol and utilities. Payment 53111 604LGL • • 9011883 of such amounts shall be made to such Major within thirty (30) days after the effective date of such withdrawal. K. RIGHT OF MAJOR TO REAPPOINT DEVELOPER. Notwithstanding that a Major has withdrawn its Tract from joint Common Area maintenance and Operation pursuant to Section H of this Article, such Major may cause Developer subsequently to reassume Operation of the Common Area on its Tract, but only upon satisfaction of all of the following conditions: (a) The Major shall have been been Operating the Common Area on its Tract for at least twelve (12) months; (b) Such Major or Majors shall give at least ninety (90) days prior notice to Developer and the other Majors of its intention to cause Developer to Operate such Common Area; (c) Such Major or Majors shall desig4®In the notice described in Paragraph (b) above the date upon which desires Developer to commence or recommence Operating such Como Oo which date: (I) shall be no earlier than ninety (90) days af��receipt of said notice by Developer and such other Parties, and ( ®shallObeO�e begi��g of an Accounting Period quarter; O t� 0 (d) Such Major sh) at its s cost an�ense, cause the Common Area on its Tract torought ,tom t least�*16same standards of O�� " maintenance, repaQ' d cond as thgnn,?,�A Sts fobalance o the Common Area In Center for to cau, ``91�g I)evel rO o Dper e Common Area onO ct; and (e) Major h has with its T,[ayy)and sub "ently elects to havt®Common Area Operat�Develoge(rnO\Vag'rees v1t will not O\f Q with aw (pursuant to Se J of trticle) such maintenance and of Operation for a period of wo (2) years fc,117 � the recommencement of such maintenance and Operation by Develope�a<w'Ul (f) Such Major shall, concurrently �h such resumption, resume performance of Its full obligations aid r Section F of this Article, and shall be released of its obligations contained above in Section J of this Article, except for claims arising from acts, omissions or occurrences which occurred during the period that the Major was Operating the Common Area on its Tract. -60- 604LGL 9011883 L. PERIMETER SIDEWALKS. The Operation, repair and maintenance (including cleaning, sweeping and maintenance of landscaping) of the sidewalk and lighting portions of the Perimeter Sidewalks shall be included in the cost of maintaining the Common Area but no other costs relating to the Perimeter Sidewalks shall be included in such costs. Specifically, the cost of replacing or repairing the landscaping, planter boxes, screening walls and similar amenities, landscape irrigation systems and landscape drainage systems which are within Perimeter Sidewalks shall not be included within the costs of maintaining the Common Areas, and said items within Perimeter Sidewalks shall be installed, constructed, repaired, and replaced at the sole cost and expense of the Party upon whose Tract the same may exist from time to time. ARTICLE XI A. INDEMNITY - COMMON AREA. Deve maintenance, management and Operati Article X, covenants to defend, and 1W any Major that takes over the s Tract as provided in Section K of hereby, indemnify and hold harmless each other Party, respectively, f ✓and ag�l, all clI s and all costs, expenses and liabilities (inclUQg reason attor* fees) incurred in connection with all claim 1 luding 61action or proceedings brought thereon, arising from a result,® the de a or amccident,� ry, o � loss or damage whats caused t�o any nat erson, o/�to the g> erty of any Person, asps occulr�iabout mon Aeing maOtned by such Party. y sha�� be ent1�€ied to such emnific n for damage O �U' �ild�( caused t�u�Party by r son octiv enc �4lful act or se omissio o y reason of its ac ich ar ccur re at is excluded from coverage under the ins u�e referr:o in S "G' C of this Article. The indemnitee shall give the indemnitor not any suit or proceeding entitling the indemnitee to indemniflcation snt to this Section and the indemnitor shall defend the indemnitee In @ uit or proceeding by counsel approved by the indemnitee. B. INDEMNITY - TRACTS. Each Party, severally, covenants to defend, and does hereby, indemnify and hold harmless each of the other Parties from and against all claims and all costs, expenses and liabilities (including reasonable attorneys' fees) incurred in connection with all claims, including -61- 604LGL • 0 9011883 any action or proceedings brought thereon, arising from or as a result of the death of, or any accident, injury, loss or damage whatsoever caused to any natural Person, or to the property of any Person, as shall occur on Its Tract except for claims (1) indemnified against as provided for In Section A of this Article, or (ii) insured against by the Insurance referred to in Section C of this Article (but only to the extent of such insurance), or (iii) caused by the active negligence or willful act or omisslon of each indemnified Person, its licensees, concessionaires, agents, servants or employees or any licensee or concessionaire of the agents, servants or employees wherever the same may occur. The indemnitee shall give the Indemnitor notice of any suit or proceeding entitling the indemnitee to indemnification pursuant to this Section and the indemnitor shall defend the indemnitee In said& or proceeding by counsel approved by the indemnitee. C. COMMON AREA LIABILITY INSU times during the term of this REA, full force and effect, comprehenrrrrs��s��� covering the Common Area within` Qq9� Insurance company or compaapp any accident resulting i"rsonal b'4veloper shall at all applicable n, or cause to be maintained, in 9occurrenp11public 1 ability Insurance 0 e Center" a fl n ly responsible 0 rove� the Part including covera for 1�Yy to 0*' of a����ppy� person an � ��)) O consequential damagesti'jsing th,i;fa om, and&Orehens�roperty da ge insurance, each In(, e amount o�ot les $S,OD�n 00 per in,;� aand contractual li ty insu�in an io t not 1 "@than $h�0°�,%/00 to "VVVV j�° "l Insure the^1 nity se rth in S n A off/��� Articl €lror such other amounts�e Parties may fromto t1 j�Wntly;te upon to writing. UV (� O Developer shall furnish to a�-b�i�er Paron orhe effective date of any such policy, evidence Q?the the Insurance f�red to In this Section is in force and effect and that the premiums the. have been paid. Such Insurance shall (I) name all other Partles,�M\�,ddltional insureds thereunder, (11) provide that the same may not be calif ed, reduced or materially amended without at least thirty (30) days prior written notice being given by the insurer to all other Parties, and (III) contain severability of interest endorsements. Such Insurance shall be primary coverage with respect to the risks insured, and shall expressly insure the Indemnity of any Party contained in Section A of this Article. -62- 604LGL • 9011889 D. PARTIES' LIABILITY INSURANCE - STORE 0 Each Party shall, severally, at all times during the term of this REA maintain in full force and effect under a comprehensive occurrence public liability insurance policy covering its Tract, excluding the Common Area, with a financially responsible insurance company or companies, including coverage for any accident resulting in bodily Injury to or death of any person and consequential damages arising therefrom, and comprehensive property damage insurance, in an amount not less than $5,000,000 per occurrence, and contractual liability insurance in an amount not less than $5,000,000.00 to insure the indemnities set forth in Section 8 of this Article. Such insurance shall provide that the same may not be cancelled, reduced or materially amended without at least thirty (30) days prior written notice being given by the insurer to all other Parties. V# E. BLANKET INSURANCE AND SELF-INSURANCE.insurance described in Sections C and D of this Article may be car �d\d under a policy or policies covering other liabilities and 1 such policy or policies apply to a Party; provided, however, that ties required to be insured by Sections C and D of this Article amount,(�gt less an the amount of o �V insurance required to be carriy such with r s t thereto. The (((��� vv o insurance referred to in S�n D of Article ����AW'be carried under plan of self-insurance offdaO time to � mainta y any Major on cQ t on that the Major so sel&curing ,f�asn�nd mai2�f�a'i.H> a net k- of $100, 0,000 [in 1989 Dollars -more, a `ett currpp sets o 94,000,00 1989 1989 1155����jj�r " v Dollars], or and tha Major ,sQ Vself-insu , shall ish not more o p than once e; alendar 4gr to anyer Par y( luesting((�gp same, evidence of the cy of said net wor4 net 5ufr15 t arse O he annual report of 0 any such ajor that is audi o an Ind �p ent ce ed public accountant shall be sufficient evidence of its net worth anftA current assets. Each Major, who has not elected to self insure as pe�Wted in this Section, shall severally furnish to each other Party evidthat the Insurance referred to In Sections C and D of this Article is 1 71 force and effect and that the premiums therefor have been paid. Any Major electing to self -insure pursuant to the provisions of this Section or thereafter electing to terminate such self-insurance program shall give at least thirty (30) days' prior written notice thereof to each of the other Parties. -63- 604LGL • • 9011883 ARTICLE XII CASUALTY INSURANCE A. DEVELOPER IMPROVEMENTS. Effective upon the commencement of construc- tion of Developer Improvements and thereafter during the term of this REA, Developer, as respects the Developer Improvements, including the Enclosed Mall, will carry or cause to be carried, insurance in an amount at least equal to ninety percent (90X) of the full replacement cost (exclusive of the cost of excavation, foundations and footings) of the buildings and improvements insuring against risks included within the standard form "all risk" casualty insurance, together with endorsements against earthquake and specifically including, but not limited to, the following perils: those included within fire and extended coverage, loss or damage by f�, windstorm, flood, cyclone, tornado, hail, explosion, riot, riot attendln O strike, civil commotion, malicious mischief, vandalism, aircraft,le, smoke damage and sprinkler ity leakage. The earthquake endorsement oo contain a ten percent (10%) deductible) shall only be requiredqenerally available and if customarily carried in other regional shoppi ��&nters�O'q'�'7<Ae State%bf Oregon. Such insurance shall be carried wiA��nancial� esponsiI nsurance companies. Developer shall furnish tther P�es prior tithe effective date any such policy, evi degc vp�fivat-the ®�rraance rex �ed by 1 Sectlon<�g fnO force and effect and the pr oms they have be maid. 0 Developer ag Oe hat su lictes contaj� provi sioOr the same may not or be elled, r,42lUced or at(b(�^{ally ad without at least thirt ) days' p or wriotice p given b@ e insurer to the other W4O UOQore, O 0 B. STORES OF MAJOR. E AQ ajor, as �pects 1 severally covenants with each other Party that each will c�urance, during the period such respective Store is required to QRe pursuant to Section A of Article XXI, for the risks customarily inc I& as covered risks under standard insurance industry practices wi&� the classification of fire and extended coverage, equal to ninety percent (90%) of the full replacement cost (exclusive of the cost of excavation, foundations and footings of such Store). Such insurance shall be carried with financially responsible fire insurance companies. Such policies shall contain a provision that the same -64- 604LGL • • 9011883 may not expire or be cancelled without at least thirty (30) days written notice being given by the Insurer to the other Parties. C. BLANKET INSURANCE AND SELF-INSURANCE. Any Insurance required to be carried pursuant to this Article may be carried under a policy or policies covering other liabilities and locations of a Party; provided, however, that such policy or policies apply to the properties required to be insured by Sections A and B of this Article in an amount not less than the amount of insurance required to be carried by such Party with respect thereto, pursuant to Sections A and B of this Article. The insurance requirements described in Section B of this Article may he satisfied by any plan of self-insurance from time to time maintained by any Major, on condition that the Major so self- insuring has and maintains a net worth of $100,000,000 [In 1989 Dollars], or O more, and net current assets of $50,000,000 LSi,?tn 989 Dollars], or more, and that any Major so self-insuring, shall �,furr%%/)i to any other Party hereto requesting the same, evidence of the ad§ilttaCcy of said net worth and net o ��JJ current assets. The annual report y such Major that is audited by an Independent certified public acc�nt sh l Yea sufficogt evidence of Its net worth and net current asset If any 7, elect3.4o self -insure pursuant to the provisions of this on or t after eleVpto terminate such self-insurance programb 40 all giv� east Py (30)0ays prior ten notice thereof to ea the ot�r�arties��n�� nv%,,1�'✓Jv� f"��� D. RELEASE crA�n� IVER OF,,,RDGATIO a.ch Paarri4�tt(tTSr itsel leases each of the oy� K�artiesOT�»Axf and to tent 1AQ$,iV1 sgvi-1'e �''�V ,t� �O y pos U�for it to do so on beha l^f is insu , hereby '6 ves any,\\ ility f fp ny loss or damage to its Tfty located upon th pping p tai` Site, loss or damage is �%V of the type generally cover the ins e req 1i�to be maintained by it under this Article XII and in effect at the time/61W, ch loss or damages, irrespective of any negligence on the part ofother Parties which may have contributed to or caused such loss. If th4er of subrogation is not effective, each Party covenants that it ivtt obtain for the benefit of each other Party an express waiver of any right of subrogation which the insurer of such Party may acquire against any other Party or Parties by virtue of the payment of any such loss covered by such insurance. -65- 604LOL • • In the event any Party is by law, statute or governmental regulation unable to obtain a waiver of the right of subrogation for the benefit of each other Party, then, during any period of time when such waiver is unobtainable, said Party shall be deemed not to have released any subrogated claim of its insurance carrier against the other Parties, and, during the same period of time, each other Party shall be deemed not to have released the other Party who has been unable to obtain such waiver from any claims they or their insurance carriers may assert which otherwise would have been released pursuant to this Section. In the event that any Party is unable to obtain such waiver of the right of subrogation for the benefit of any other Party or Parties, such Party shall, within thirty (30) days of receiving notice of such inability, give each other Party written notice of such inability. E. INTENTIONALLY OMITTED. F. INSURANCE TRUSTEE. Developer and J]Majors covenant that with respect to all fire and extended coversurance carried by them that each policy shall expressly provide thai:A3ase of any loss which exceeds $250,000, the amount of any claim shall be to sucly' nk or t st company qualified under the laws of the State of�.vxgon as 7,oper o s Major shall VV o designate for the custody �Isposlt as herein A ided. If Develo is Mortgagee is the holder uch ins afundP, uant ;q the terms O ny Mortgage, such funds -41 be deil'osTied in an,gon bai (�O In every case,�n`ioss ortuamce4evuding �\geee to ```"4������eloper/�'m-{�?`ovvement�g a Major's `r " v _ i/Store, all pr of suc t�roceeds Odny rental PO value, or use. d occu a insuran �f Deve shall `u sed with all reasons ligence by Develop such j9 for r O Ing, repairing or O otherwise reconstructing th to thent repq�j �gd to be reconstructed pursuant to the provisions ofArticleXIII, all "thing to the original plan and elevation thereof, or suchmodified plan 610rming to the then laws and regulations as shall first have been apprq {�1,n writing by the Parties. It is expressly understood and agreed that �ortgagee may be a trustee for the purposes of the utilization of such proceeds or funds in the manner provided in this Article and shall not be required to be a bank or trust company qualified under the laws of the State of Oregon. -66- 604LGL • • 901188,3 Payment of the proceeds shall be made by the trustee of the funds to Developer, or such Major, as the case may be, or their contractor or contractors, in the discretion of the trustee, as follows: 1. At the end of each month, or from time to time, as may be agreed upon by Developer or such Major, as appropriate, against such Party's architect's certificate that the work billed for has been performed, an amount which shall be that proportion of the total amount held in trust which ninety percent (90%) of the payments to be made to the contractors or materialmen for work done, material supplied and services rendered during each month or other period bears to the total contract price. 2. At the completion of the work, the balance of such proceeds required to complete the payment of such work shall be paid to Developer or such Major, or their contractor or confrknors as the trustee deems appropriate, provided that at the time such payment (a) there are no liens against the property by rea time of payment of any balance such work, and with respect to the ng to be paid at the completion of the work, the period within V, a lien be fil has expired, and if o requested by a Party, proofs been witted t t 1 costs of work 0 theretofore incurred f�v een pal d (b) ssu*arty's architect s all certify that all roe d work i'4 mpletet, n roper and of a q O and class of th_e`!\w inal w squired is REA join accS(dla a with the approved CRs and �i cationy� �-Ol% � L•L� CCCJJv cv� O In the ev veloper uch Ma not re �ed to r l4d, and (o co elects not^^� oder Ar t� a XIII, � oper aq ✓9 h Majo�all first use such fun¢s'aO raze and clear a,.,. ter O ald of sacte. s shall be paid by the trustee to Developer or ° ajor, e case diaor to the Mort- " gagee of such Tract, as their Interests may app^e ARTICLE XII lI% COVENANTS ASEP I ALTERATIQNS AN f RATI N A. MAINTENANCE. Each Major shall a 1 times during the term of this REA, from and after the opening for business of its respective Store and Developer shall at all times during the term of this REA, from and after the opening for business of its Developer Improvements, keep and maintain, or cause to be kept and maintained in good order, condition and repair, all -67- 604LGL • 0 9011883 completed portions of its respective Store, and as to Developer, the Developer Improvements. S. RESTORATION OF COMMON AREA. In the event of any casualty (which shall Include acts of God, fire, earthquake, flood, explosion or similar occurrences) which results in damage or destruction to the Common Area on any Tract (exclud- ing the Enclosed Mall), whether insured or uninsured, each Party shall, at Its respective sole cost and expense, restore, repair or rebuild such Common Area on its Tract with all due diligence. Such restoration and repair shall be performed in accordance with the applicable requirements of Section E of this Article XIII. C. RESTORATION OF DEVELOPER IMPROVEMENTS. Developer covenants to and with the Mayors, each severally, that In the event __ of any damage or destruc- tion to all or any portion of the Developer Mg'E;,1J5tores, the Sears Store, or the Enclosed Mali, Developer shall: 1. In the event such damage ors)P,4fructlon occurs during the period in which Operation by any Mayor 1Cexequired pursuant to Article XXI, at its own expense, and with all dtligen restor repair or rebuild or cause to be restored, repaZ�# the D er Mall Stores, the Sears Store, and to th�cemum FW Area set forth in Section A of Articoe ana�@Q rebut(�(d�the EncloQ all in its entirety.d provisgraph p �T'apply Zegi dless of the cause o ch dama r destrfsinsu4p and I a-Pdless L•L� o 1 O of whether gs� damage ,(� estructj.pnagains itgninsured. (o p 2.^^�dhe event chch damag�' destrl�u/,,yy�\\ occurs (fuer the period ref to in Paragraph 1 at its,o�M expen��Rd with all due (o O diligence, restore, reparebuile cause t�,g restored, repaired or rebuilt said Developer Mal Stores and the E��d Mall to the extent required under Paragraph 1, unless: (a) Such damage or destructio4 caused by a peril other than those required to be insured agaV under the provisions of Section A of Article XII, and which in fact is not insured against, and the cost of such restoration, repair or rebuilding exceeds the greater of: (I) One Million Dollars ($1,000,000) [in 1989 Dollars], or (ii) an amount which is five percent (5Y) of the total actual replacement cost of the Developer Mall Stores and the Enclosed Mall; or ma 604LGL • • 9011883 (b) Such damage or destruction was caused by a peril required to he insured against under the provisions of Section A of Article XII, or such damage or destruction was caused by a peril not required to be insured against under the provisions of Section A of Article XII but was in fact insured against, and the cost of such restoration, repair or rebuilding exceeds the greater of (1) One Million Dollars ($1,000,000) [in 1989 Dollars] or (Ii) an amount which is five percent (5X) of the total actual replacement cost of the Developer Mall Stores and the Enclosed Mall, and Developer does not receive the covenants hereinafter provided. Promptly following such damage or destruction, Developer shall request in writing of the Majors that they agree to Operate in accordance with Article XXI for a period of ten (10) years commencing on the earlier of (i) the �®of completion of such restoration, repair or rebuilding cbhe Developer Mall Stores and the Enclosed Mall, or (ii) eighteen�C`t months after the date of such O damage or destruction. The p� slons of this subparagraph relieving Developer of Its obligati ®o restor repair o rebuild the 0 Developer Mall Stores he Encl Mall sia not apply if, within c� o v sixty (60) days afm4uch requ s made, of the Majors, jointly or severally, coot with loper New cQcordable form If O�(\V requested) so���WO peratesuch tep.14�)"pear �Igd, in .wh� event Developer yh T restorepair `iuild tly�vDe9eeloper pl4aI Stores and th O'glosed M 0 the exte requir tinder Pa1'rph 1 above. If o "line Maj ^covenants Devel to Oper ��in f accordance I ® rticle XXI for su�� (10),Y�eab erlod, loper's obligation restore, repair o oild th; osed I iy d Developer Mall oft U I Stores shall be limite the Floor Are i� the Developer Mall Stores and portions of the Enclosed Mall whic in "Immediately adjacent" to the Store of the Majo(r�ch has covenanted to Operate for said ten (10) year period.itree erm "immediately adjacent", as used above, shall mean the Developer Mall Stores and the Enclosed Mall, located (i) as to the Target Store, within three hundred feet (300') from the entrance of said Store In the Enclosed Mall. -69- 604LGL • • 9011883 Any covenant by a Major to Operate entered into with Developer as contemplated by this Article XIII -C shall be (1) deemed Operation as required by Article XXI, and (11) subject to release as provided in Article XXI-B upon the occurrence of any event specified therein. D. RESTORATION OF STORES OF MAJORS. Each Major, as respects its Store, severally covenants with each of the other Parties, in the event of any damage or destruction to all or any portion of its respective Store, that It, at its own expense and with all due diligence, will cause the Store for which it has a restoration obligation to be repaired, restored or rebuilt to at least its Minimum Floor Area set forth in Section A of Article VIII during the period such Store Is required to Operate, or cause to be Operated, as provided in Section A of Article XXI. Subject to the foregoing, each Major may make repairs, alterations or improvements to the 4 Area on their Tracts and their respective improvements or Stores (aQ6o the exterior signs thereon, 0 subject to the provisions of Exhibit D y Major razing Its Store pursuant 0, (`, to Section G of this Article shall cajt� the Enclosed Mall to be secured where its Store has been removed so thae same 1 remai enclosed and not � o permit the escaping of air. A�ortion r l of t and floor level of 0 the Store of any Major so �a shall proved ai�S&mmon Area in the spme manner as provided in Se,G,4�dn G o��t� Articte�Q� oyVVVV IcI <O�J Any Major shall_'b\`evve cused f he per ce of G 11gatons et forth in this Sec t�pp�ror and* Ing anyd of tA;gle@1) in w the covenants of per asjZth Inde tons B of th Icle shall �(oOnot have be^^ rformed�1)Owh�p u ch MtAf all be1¢as ed from the performMjOf its obligations d s Secti q[IArti II pursuant to the provisions of Section B ofA.r�f. e XXI. E. STANDARDS OF CONSTRUC ON. All restoratjlm�\repair, rebuilding, maintenance, alterations, additions or improveyig o (hereinafter collectively called "work") performed by any Party purs tato any of the provisions of this REA shall be performed in strict coance with such of the following requirements as are applicable thereto, to wit: 1. No such work shall be commenced unless the Party desiring to perform the same has In each instance complied with the appropriate provisions of Article IV with respect to plan approval. -70- 604LGL • • 3011883 2. If the work is to a structure which is adjacent to the Enclosed Mall, then during the performance of the work, the Enclosed Mall shall be secured and temporarily enclosed so as not to permit the escaping of air, and upon completion shall be physically Integrated with the Enclosed Mall pursuant to the applicable requirement of this REA. 3. All work shall be performed in a good and workmanlike manner and shall strictly conform to and comply with: (a) The plans and specifications therefor approved as aforesaid; (b) All applicable requirements of laws, codes, regulations and rules; and (c) To the extent applicable, the requirements of Articles III, IV, V, VI, VII, VIII and IX. 4. All such work shall be completed 4 due diligence, and at the sole cost and expense (except as hereirovided to the contrary) of the Party performing the same. F. LICENSES FOR RECONSTRUCTION ;`int OF COMMON AREA FOR CONSTRUCTION. Each Party is hereby granted a tary licpj to use portions of the Common Area for the purposes of: 0 1. Performing ma !011ince upo nd maki nairs to, and/or m Ing construction alte o #, addit� and invents,� 9rr))razing a replacing the whe-4 any 6r f the �Deiv"l±Yoper I+n ents d e Stores, respe�piiy, pur ��t to aq`�``Opepermitt%d, b�ll%%this he activi tierred to%I:ns Par rNph bei ng�veinafte�ir�lec ti vely Pa!"'conQction"), (% freferre � �btalning access, is and re��i torarr�y the Developer � O Implements, or Its St�- s the c�May be, on such O v 0maintenance, repair and construction. With respect to all purposes for which a �lra ry license is needed, within a reasonable time prior to the com4ent of any such construction (but in no event less than thirty 1301 dQ ,, the Party desiring to undertake the same shall submit to the Party as to the Tract in question for its approval (which approval shall not be unreasonably withheld) a plot plan of the Center on which such Party shall delineate the use intended and those portions of the Common Area with respect to which such Party reasonably requires a temporary _71_ 604LGL • • 9011883 license in connection with such construction, and such access, ingress and egress, and the nature, extent and length of time for which access is required. The Party upon whose Tract the same is to be performed shall, within fifteen (15) days thereafter, notify such requesting Party whether it approves or disapproves of the use. At all times during any Party's use of the portion of the Common Areas, as aforesaid, such Party shall comply with the applicable requirements of Article IX, and upon cessation of such use shall promptly restore the portions of the Common Area so used to the condition in which the same were prior to the time of commencement of such use, including the clearing of such area of all loose dirt, debris, equipment and construction materials. Such Party shall also restore to the same condition as existed immediately prior to such work, at Its sole cost and expense, any portions of the Center which may have been damaged by such construucc�� ork promptly upon the occur- rence of such damage, and shall at all time^ `g�,uring the period of any such construction keep all portions of the ,x_, except the portions of the Developer Improvements and the Store q�QT�,V�,s(�' the case may be, on which the work Is being performed and except the ®'tions of e Co;in o Area being utilized � O by such Party pursuant to this�(tr`�flcle XIt1,free f d unobstructed by ��S o any barriers, loose dirt, ��s, equip or con t�v 2tion materials rel ted to such construction. 0 O OOQ O o �O�) G. CLEARING OF ES. 4{I�iLe�era P}td cty�/is not ted toreore, repair or rebuild buildin r other@men� td as beeyi�gfifaged or -i7destroyed and 1�s not t so, thenn su vent, sip darty as to o �0 vZf Its building /or imp merit, at/,y'6'sole c s j end expe rt and with all reasonabl,� igence through co �\m>�::on, shall3az'e su b�,?vlding and/or ((rt4 (O� Q improve or such part the s has so dam r destroyed, clear O the premises of all debris, an all areas not r--exNd to their original use shall be leveled, cleared and improved as Com�na, of like standard and design as the Common Area of the balance of p, Shopping Center. Thereafter, said area shall become a portion of the n Area and be maintained as such, until such time as said Party may elect to rebuild thereon. H. COMMON BUILDING COMPONENTS. The following provisions shall apply to the construction, design, installation, maintenance, repair, alteration or restoration of Common Building Components: -72- 604LGL • • 1. Such Party whose improvement in the Center which contains a Common Building Component shall, for so long as another Party owns an improvement which is benefited by the subject Common Building Component, maintain, repair and restore such Common Building Component located on Its Tract at its own cost and expense so that, subject to Paragraph 2 below, It shall continue to have the capacity to be so used to common with such benefited improvement in question. 2. Each Party whose benefited improvement utilizes any Common Build - Ing Component shall not place upon the subject Common Building Component any burden which is in excess of the capacity of the subject Common Building Component, or which will prevent the use of the improvement containing the subject Common Building Component for its Intended purposes. 3. Any Party whose improvement contai�Q Common Building Component or a benefited improvement, as the cass y be, may do any work of repair, alteration, restoration or otherwih respect to such Improvement, notwithstanding that during the se of performing such work a condition otherwise prohibited by the p @sions of�is Sectl9n may result, if: O (a) During the cog of per I of u work the Party by whom or on whose b� such wo s be'''lnnggdlC shall, at its own cost and expense, pro such to ary fa es as ay he necesQ (Q�Oro perf he fun CO.4tl�'perfor the m Bui ldi�`¢omponen questi0 �f such ,i(q�k41s pe rf¢�mwi th r to the o ovement�o wining 4CCommon .t�ai� Ing v (�o ��f onent iestion, 0 �OO (11) To Inc the ca ac fy of, �plement, the o p Common Building ant in /hne ton textent necessary so that the benefited improvement shall ,po� during the course of performance of such work, either on such Common Building Component a burden in excess ofd capacity thereof for such purpose or otherwise prevent; use of the Improvement containing the Common Building Component in question for its intended purposes, if such work Is performed with respect to the benefited improvement in question; and -73- 604LGL • • 9011883 (b) At the conclusion of such work there is compliance with the provisions of whichever of Paragraphs 1 or 2 above is applicable. 4. Notwithstanding the provisions of Paragraphs 1 or 2 above, the Party which owns the improvement on which the work In question was done shall not be liable to the Party which owns the improvement affected by such work for any inconvenience, annoyance, disturbance or loss of busi- ness to such other Party (or his Occupant) arising out of and during the performance of such work (except that the Party performing such work, or its agents, if negligent, shall be liable). The Party performing such work shall make all reasonable efforts to keep any such inconvenience, annoyance, disturbance or loss of business to the minimum reasonably required by the work in question. 5. Anything in this Section to the contrary notwithstanding. It is expressly understood and agreed that maintenance, repair, alteration shall at all times remain its llgations of Developer for tion of the Enclosed Mall Ion, even though the same may be a Common Building Component. (:) � 02n I. LIABILITY OF MORTGAGE1 n) ovided 1 the Mee shall allow insurance proceeds to be �fted for r structlb� required in Sect K01s C and D of this Article, =her pr on in//>��Q),rticlto the conyRf" notwithstanding, it,l-4pressl rstood ifyiagreed )the pr vls ns of Sections C and D q�j�fiis Art1 shall``k�pVVicabl%�o"�nVy MortlQvgk of any l -"l a v U O� i% Tract only 1,011 oilowin tante s: �O /L-�O v o vZf 1. e any sgMortgage e�o uires Oby re" of foreclosure, or Oln lieu of fore clostta"/oVVr by teron ve aseback 1n a sale and `}€aseback transactto "6y!"ch Mort 9a or th haser at a foreclosure O "'�Sll sale shall only be obliga ed for such recons'"%ion or repair of damage which occurs subsequent to such foreclosu e or conveyance, or terml- nation of leaseback; provided, however t where damage or destruction caused by a peril included within t O ks enumerated in Sections A and B of Article XII and which Is required to be insured against under this REA occurs prior to such foreclosure sale or termination of leaseback, any Mortgagee who acquires title by reason of foreclosure or termination of leaseback, or the purchaser at the foreclosure sale, shall be obligated -74- 604LGL 0 9011883 for such reconstruction to the extent of the insurance proceeds which it receives under such insurance. 2. If a Mortgagee which has acquired title in the manner set forth 1n Paragraph 1 above or the purchaser at a foreclosure sale is not required pursuant to the foregoing subparagraph to restore, repair or rebuild any building that has been damaged or destroyed and elects not to do so pursuant to the provisions of Paragraph 1 above then such Mortgagee or purchaser shall raze such building or such part thereof that has been so damaged or destroyed, clear the premises of all debris, and improve said area at its expense as Common Area, of like standard and design as the Common Area of the balance of the Shopping Center. Thereafter said area shall become a portion of the Common Area until such time as said Person may elect to rebuild thereon. Should sue tgagee or purchaser desire to raze only a portion of any such burg the remaining building must contain not less than the Minimum Article VIII. Nothing in this Area for such building pursuant to shall be construed to relieve the Party whose interest has been acquire its ob,l-Jgations under Sections C and D of this Ar�Q le. MVV �n� �� , Nothing contained in t�ection limit ct� ights of the MaeOYi- sions under Section C of Arti I or S@ on B ofO�?'c le X_74 or Develoer Section D of Articf �VVVif the6 such k�4E�i'i fid perf�r y�fce of el of Sectionsof tfV�Article bJ:S(�ch Mo�j�g gQle%or pu er at a foreclosure sR v"(J G> � LE XIgO t OLAJ O v o � If at any time after the Oq'�'fovementbe corOted in the Phase I Development on the Developer Tract by Developer -nt to the Articles IV and V hereof have been substantially completed"aie the Developer Mall Stores, Sears Store, and Enclosed Mall are open ancd- o ating (and with respect to obligations relating to such construction, or an additional period of one (1) year following such completion and opening for business), Developer shall fail to perform any covenant, term or condition of this REA upon Developer's part to be performed and as a consequence of such default a Major shall recover a money judgment against Developer, such judgment shall be satisfied only out of -75- 604LGL • • 9011883 (i) the proceeds of sale received upon execution of such Judgment and levy thereon against the right, title and interest of Developer In the Developer Tract, (I1) the rents or other income from such property receivable by Developer, (111) amounts due and payable by such Major to Developer, (iv) the consideration received by Developer from the sale or other disposition (including a condemnation) of all or any part of Developer's right, title and Interest in the Developer Tract and developer Improvements (which consideration shall be deemed to include any assets at any time held by Developer having a value not exceeding that of the proceeds of such sale or other disposition), and (v) the insurance proceeds received by Developer or Developer's insurance trustee respecting any casualty affecting Developer's Improvements to the extent such proceeds exceed the cost of any restoration required pursuant to Article XIII -C, and Deve# shall not otherwise be personally liable for any deficiency. Any�kw arising as a result of any such Judgment shall only constitute as of the date of the filing of O such Judgment In accordance with lawO a provisions of this Article shall not be deemed to deny to a Major,_n 11 mit thair right to obtain Injunctive relief or specific avail themselves of any liability of Developer 1"(xess of 0 00 this Article) which magCbe accor)hi REA by reason of D, o�oper's %%lure The provisions his Art shall 0 of all or an Ortion of*e Phase 1 velopa)` covens t§,Oder this REA or to 0 or (not lying a personal imlts rsonal liability f y Major .h(�4J w or u he term�s,`,$% this to �'m its 1 tions re�afider. 1$O�} '''''' OOO notply fro date 41Y>construction *Ivelopmidertakgr�,by Developer commence ® he date that all portion di; Phase III.�evelopment O underta by Developer is �ttally o fete. nO °O QR ARTICLE XV EXCUSE FOR - CE Each Party shall be excused from perfo O any obligation or undertaking provided in this REA, except any obligatory"o pay any sums of money under the applicable provisions hereof (unless such payment is conditioned upon perfor- mance of an obligation or undertaking excused by this Article), In the event and so long as the performance of any such obligation Is prevented or delayed, retarded or hindered by act of God, fire, earthquake, floods, explosion, -76- 606LGL • • 9011883 actions of the elements, war, invasion, insurrection, riot, mob violence, sabotage, inability to procure or general shortage of labor, equipment, facilities, materials or supplies in the ordinary course on the open market, failure of normal transportation, strikes, lockouts, action of labor unions, condemnation, requisition, laws, orders of governmental or civil or military or naval authorities, the inability to obtain governmental approvals or permits despite the exercise of due diligence and best efforts by a Party or any other cause, whether similar or dissimilar to the foregoing, not within the reasonable control of such Party, other than the lack of or inability to obtain funds. ARTICLE XVI CONDEMNATION O A. DETERMINATION OF AWARD. Any award f mages (the "Award"), whether the same shall be obtained by agreement prWto or during the time of any court action, or by judgment, verdictoA`�A-fder, or by agreement after any such court action, resulting from a taklllm exercise of right of eminent domain (as used herein, such term shall�i'ude conation, Overse condemnation or any taking by any governmental �horityOgency)� Shopping Center Site or any portion therethority resultk*rom a re((gq� sitioning thereby�@�`�S' military or other publb any purp°6 3'risin t of a t ®adary NNNNzzzz � O emergency or other 7 ary c1r V� antes, be d pbuted athe ^ v 00 Z/ Parties to this aF�n accor* with (7, rms and%Abniitions 4his '�?4,��b VVV Article, notw ndi ng�o rovisioryQf any ju�dg'1O verdir order to the contrarn^Yr R. �J IDUTION OF PROCEED AWARD. 4_1,10a Par ty�Ncises its right to terminate this REA as to it51 t as priFoed in ypt tivpns D and E of this Article, such Party shall (except as may be othes`s'pecifically agreed to under any applicable Separate Agreement) be 0iltled to the entire Award relating to its Interest in and to Its Tra®ether than any portion of the Award payable to the other Parties on acg Mt of severance damages as specified in subparagraph (b)(II) below. If a Party does not have the right to terminate the REA as to its Tract or does not elect to exercise such right, the following provisions shall be applicable. The Award shall be paid promptly by the Persons receiving the -77- 606LGL • • 9011883 same in trust to a bank or trust company approved by the Parties, having an office In Lane County, Oregon, as trustee, to be distributed (along with any interest thereon) among the Parties in accordance with the provisions of this Article. The Award shall be distributed by the trustee among the Parties as follows: (a) If all or any portion of any Tract shall be condemned, the total Award attributable to the interest in and to the Tract so taken, exclusive of any portion of the Award or other compensation paid for any Common Area (or deemed to be paid for any Common Area pursuant to Paragraph (c) below), shall be paid to the Party owning the Tract so taken, except as may otherwise be specifically agreed to by Separate Agreement. (h) If all or any portion of the Common Area shall be condemned, the portion of the Award paid for such Commco4 (or deemed to be paid for such Common Area pursuant to Paragraph below) shall, unless this REA Is terminated pursuant to the prov O� of this Article, be distributed 0 by the trustee in the following of priority. (i) To the Party„® Parties to the 3act containing the � occ���V Common Area so taken the rep i 1 nd res r on of the Common 0 Area under Secti��f this le (afteV I Parties shall h ve approved comp] lans an cif Icat. fora substitut O mmon Area in aceta wit fapplic���7p'Jf�equir O of th s R includi g-;Skition D this Ar A'Y/as to —t 11e Pa Area, and �f ntract o ntracts fo the cAn ction RO kh suuted Co Area), ® rogres3��\ ents dgr�+g the progress of restoration of Com nrea, as Ni ows46h�'by ��JJthe end of each nth, or from time-l`1''ime as-Qfe ogre such Parties, O against each such Party's architect's c�fNIcates, progress payments in an amount which shall be that prok� n held In trust which ninety percent (90%) of the payme Q ,\�ade or to be made to contractors or materialmen for done, material supplied and services rendered during each month or other period bears to the total contract price for the repair and restoration of the Common Area; and (2) at the completion of such work, the balance of the Award, If any, required to be paid to such Party under this Article; 606LGL • 0 9011883 provided that at the time of each such payment (A) there are no liens against the Tract of any Party by reason of such work and that, with respect to the time of payment of any balance remaining to be paid at the completion of such work the period within which a lien may be filed has expired or that the other Parties are satisfied by proof submitted by such Party that all costs of such work theretofore incurred have been paid; (B) such Party's architect shall certify that all work is proper and of a quality and class equal to the original work required by this REA and has been performed in accordance with plans and specifications approved therefor under this REA, and (C) such Party shall furnish to the trustee evidence satisfactory to said trustee that all previous advances have been applied to defray the actual cost ofr9N�Tf work up to the amount of such cost, or that such cost has `&ally been paid by such Party In the amount of all such previo 0 ances. In no event shall the trustee be liable for any a in excess of the net proceeds of the Award. �O 0 (11) Should (I] e cost o Och woru r subparagraph (1) be less than the so hel trust, o�) no substituted mmon Area be providoed',\�e Award®om�/rP��4 (or t e balance Q�Id Award) shal^l4apporti among '(Dkrties �cordan wi`Ch 1 0 their res C've 4<2cept y inter n the ¢join n Area 61� e Tract or Tr �so to as a otherwise speci�td�aQly agreed to (�jo o v1vJ by,I;gq rate Agr en t, it g the �i that sance damages a�vsing from the takini he re ] r8Yal 4e'�interest \ and other rights ((�gOLp��p\\ created by this REA be th�tisp9�e comp arising O ��JJ from the Integration of the various Travfg�n to the Center which shall accrue to Parties who do not ha Is y other property interest to the Tract so taken, except theh0.�j"ests created by this REA. Anything to the contrary 4' s Section notwithstanding, if a Party has a net worth of $100,000,000 [In 1989 Dollars], or more, and net current assets of $50,000,000 [In 1989 Dollars] or more, as disclosed on any such Party's annual report that is audited by an independent certified public accountant, payment of such Party's -79- 606LGL • • 901188'3 portion of any Award shall be made directly to such Party rather than to the bank or trust company as hereinabove provided. Anything to the contrary in this Section notwith- standing, payment of any Award to Developer may be held in trust by the holder of a Mortgage on Developer Tract, if so required by such Mortgagee for use as herein provided. The fees of the trustee (other than Developer's Mortgagee) shall be a first charge on the Award. (c) If both Floor Area and Common Area on any Tract shall be condemned, and the condemning authority does not apportion the amount of the Award attributable to Floor Area and Common Area, the Parties shall agree as to the manner of allocation of the Award as to Floor Area or Common Area. If the Parties are unable to so agree within a reasonable period of time, the manner of allocation 0 e Award shall he submitted to arbitration pursuant to Art l cle XXI ) C. UNRESOLVED ISSUES. Any issue w is not resolved by any judgment in the condemnation proceeding or supplgr>re%-fal determination therein shall be resolved among the Parties under t@ppjrovisiocpc� of Articcllen XXIII. D. TAKING OF AUTOMOBILE PG AREA. a portiok.:pf the Automobile o Parking Area shall be take eminent n so t00fter such taking,, the number of parking spac�she Sh,,op CenterpS�3.t� shall�/�v��be reduced/YaeYess than eighty percent (i of the/,ADldber of paiti(0 g s�-paceil quired toiziisfy the parking ratio ded fon Sectio Ot�°�, Artic�Yp then t A may he terminated by upq� taktnermane tp ossessi(distin- 0 0 0 gulshed from emporar Y qui sld o a per � o less t an one hundred eighty [JB@days) of such area sl- condemSg auth \1�4�es, as hereinafter (�1 (O� provide Any Party desi rintwhin ermina s REA give notice of such desire to all other Parties one hundred eigN (iBO) days after the taking has occurred. n V Any Party objecting to such notice ooi6 ion to terminate shall, within ninety (90) days after notice of such inn, give notice of its objection to the termination of this REA to the other Parties, submitting therewith preliminary plans for additional automobile parking facilities to raise the number of parking spaces to an amount sufficient to have otherwise prevented such termination and a proposal for financing the cost of construction thereof. ME 606LGL • • 9011883 This REA shall not terminate if each of the Parties within sixty (60) days following receipt of such notice of objection have agreed in writing to such proposed additional automobile parking facilities and preliminary plans and financing proposal. This REA shall terminate as to the Tract of any Party who shall not within said sixty (60) day period have agreed in writing to such proposed additional automobile parking facilities and preliminary plans and financing proposal. The determination of whether or not a Party shall reject or approve such additional parking facilities shall be made by each Party, in its sole and absolute discretion. In the event that this REA terminates as to any Tract pursuant to this Paragraph D, the other Parties shall have the right to terminate this REA as to their Tracts by giving written notice to all other Parties within one hundred eighty (180) days thereafter. E. PARTIAL TAKING OF FLOOR AREA OR AUTOM0,& PARKING AREA. If ten percent (101) or more of the Floor Area of �16 Major's Store or twenty percent (201) or more of the Floor Area of the y_eWoper Mall Stores shall be so taken in eminent domain, or If twenty percMN201) or more of the parking spaces located within three hundred feett*O') of Store of any Party shall be so 0 taken in eminent domain, then Party swithi o undred eighty (180) days after the taking have j*'t right teswrit inate tWREA as to its Trac , upon giving not less tha `Vx ttyy (60)///,'7�t ice t�R�o��the other es of Its intention so t�. In t ®t thn^T tleloper(pll�xny Maj Pr e 1- nate(s) the REA a�hetr Tfas, the q/Par tie -h@`1%1 have �ight to terminate thfsg�ehundr�e yI OcdOay�sitg wr r nottc.�i a11 other Parties 'wiitc�h �2dvn 1 J�� (�i��f F. rltHciltiAGEE PARTICIPATION.htng h e�N conta hall be deemed to UU O Q prohibit any Mortgagee from 1patindiha�any emi domain proceedings on O vv behalf of any Party upon whose Tract it has a Mcripga, or in conjunction with any such Party; provided the same does not red , a Award to any Party or the distribution thereof in accordance with - e t��ion B of this Article. G. EXTENT OF RECONSTRUCTION. Each IfjA14-r as respects its Tract, and Developer, as respects the Developer Tract, if the REA has not been terminated as to its Tract pursuant to this Article, shall to the extent practicable reconstruct on its Tract, to the same extent it would be required to reconstruct pursuant to Article XIII. All reconstruction shall he in -81- 606LGL • 9O11883 accordance with the requirements and subject to the provisions of this Article XVI, and in accordance with Articles III, IV, V, VI and IX hereof. H. INVERSE CONDEMNATION. Should any inverse condemnation result by reason of actions of a public authority, Including without limitation any acts or actions of any environmental protection act or regulations, and a final judgment of a court of competent jurisdiction shall so determine, then the rights of the Parties shall be the same as though condemnation had taken place. I. TERMINATION OF BENEFITS. In the event of a taking by condemnation or inverse condemnation of any portion of the Center, all easements appurtenant to the portion so condemned shall, upon the taking of such portion, terminate to the extent they are appurtenant to such portion, but shall continue as to any portion not so condemned. ARTICLE XVI CORRECTION DF PT DESCRIP E1r It is recognized that by reason of 4 qKertent construction errors, the O Developer Improvements and/or the StdkA4 of the Majors may not be precisely constructed within their respectiveoracts ascribedn Exhibit A. As soon as reasonably possible after completion o,4 const c n of the Developer 0 Improvements, as the case may be, Dever shall ca4 an '-as-built" sur ey to be made of the Developer Improver and th�I*non Ar a improvem nd (� O utilities located on each Party' ct show��:Y�,n,-67fract b ries. ,Zhe ost of such survey shall , �O'naid for *Develop Vfn the a d$ such s vys shall disclose that 4uildi g *rquilding,�o�'any Major the Qoper Improve - "(l �lor' O ments, as to se may h�ppropriatO© as no50,f \�\nUepl _yi precis constructed within spec tive Tract, thn req yes tO f anos each Party agrees 0 to grant n easement over th O o tion o{ti,t Tractrequired to allow the location of such building or buildings ssJJas sh vU� the survey. Notwith- standing the foregoing, if as a result of any 4U�gly encroachment, any govern- mental agency requires a lot line adjustme4 other method of subdivision compliance in lieu of an easement, then Q ghat event the encroaching Party shall bear the responsibility and expense of obtaining the lot line adjustment or other method of subdivision compliance and any required permits to allow the location of such encroaching building as shown on the survey. Each Party shall cooperate in any such proceedings and any Party upon whose Tract such -82- 606LGL • • 3011883 encroaching improvements have been constructed shall convey satisfactory title to the encroaching Party, provided the encroaching Party conveys or otherwise transfers to such other Party satisfactory title to an equivalent amount of square footage of its Tract as is reasonably satisfactory to such other Party. Nothing herein contained shall be deemed to relieve or excuse (i) any Party from exercising all due diligence to construct its Floor Area, Common Area and other improvements within its respective Tract as described on Exhibit A and as shown on Exhibit B. and (ii) the encroaching Party from reimbursing another Party for all costs and expenses Incurred by each Party in modifying, changing or altering its improvements as a result of the encroachment. ARTICLE XVIII SIGNS A. SIGN CRITERIA. Attached hereto, and toed Exhibit D, are criteria for all signs to be erected within the Shol�ig Center Site, and no signs shall be erected in the Shopping Cente0 a which do not conform In all 0 respects to said criteria. It is untood said criteria expressly excludes therefrom the building identifica,>j`�e' signs he St of the Majors. B. APPROVALS. If any Occwpay�t shall a���eVVst a ritan,not completely in vv o�j/ �/ accordance with the sign ia, suc n shall Wbe erected witho e written consent of theoP.6sR�es. An mad4"any i tially comp Vv'' O �"< sign which causes the -4_,e to cnolQF 1 wlthi scope a slgrth�c�ri eria is hereby prohibit 6�,"and any \hh chang n shal-eOconside Ua as a new installation e,!tles.r y devfrom th cr teria S4 similaew gequire the approval ofqOp Pne (�C. D pIFICATION SIGNS. !0catio�f�(1)�y \�/identification v O v sign, an electronic message @ o sign,(�o four (4'11 on ument signs are shown on Exhibit B. The pylon identification sign is g'js.(1�gVto be used for the Identification of the Center and for a marque M a theatre complex in the Center and is designated on Exhibit B as "rte Pylon Sign". The location of the electronic message center is identif e�vn Exhibit B as "Message Center Pylon Sign." The location of the monument identification signs are shown on Exhibit B ("Monument Signs"), Subject to its obtaining all required governmental permits, Developer shall install the Center Pylon Sign, the Message Center Pylon Sign, and the Monument Signs in the locations shown -83- 606LGL • 9011683 therefor on Exhibit 8 as part of the common improvement work under Article VI. The Monument Signs shall be used exclusively for identification of the Center. The Center Pylon Sign shall be used exclusively for identification of the Center and for a marquee for any theatre located in the Center. Developer shall cause the Project Architect to prepare and submit to the other Parties for their approval, the plans and specifications for the Center Pylon Sign, Message Center Pylon Sign, and Monument Signs. Such plans shall include all technical information, including (1) lighting for the signs, (11) colors to be used in the signs, and (111) materials. The Center Pylon Sign, Message Center Pylon Sign, and Monument Signs shall be maintained by Developer as part of the Common Area and the costs and expenses of such maintenance shall be a Common Area Maintenance Cost; provided, however, the theatre marquee porti gr� the Center Pylon Sign shall be installed, repaired and replaced at the e cost and expense of Developer or the Occupant of the theatre. "v XIX Each Party severally agree i�o observe compl and shall cause Vv o ���� Its respective Permittees to observe amply wil:p such rules and reg tions related to the CS, 'r as may opted fY1met ime by th Q tten 'll�J �q���O0 agreement of the Par The r s here o t the �n�u ,des and ulations attached hereto �� rked E�t E, ua�ch t m�\asOnew and f%1Y ferent VV nn -'O rules and reg ns shall e adopte as aforesa An ameipOnt of such n 0 /j,�O 'vU rules and ram}, tions shAay not bed to ��br shall require, an amendme®�this REA. O� llnnvv^^��,o O v/�0� � � ARTICLL�7PX� O V COVENANTS OF DEVELO A. STANDARDS. The Parties agree that is� n their mutual best interests, and important to the maximum ut Q tion of their Tracts, that the Shopping Center Site and each respective'49�re Site be developed and main- tained as an integrated and first class shopping center which will contain a combination of Occupants which (i) represent a sound and balanced dlversiflca- tion of merchandise, (ii) are well qualified and willing to direct an intensive and continuous merchandising and promotional program, (iii) will be of strong -84- 606LGL • • 9011883 financial condition and good repute, (Iv) will efficiently utilize and not exceed the capacity of the available Automobile Parking Area, or any portion thereof, and (v) will fixturize, decorate and maintain their respective Store premises In a tasteful and decorous manner, having regard for the general standards of appearance prevailing in the Center. In furtherance of such purpose the Parties have agreed to the provisions of Articles IV, VIII, IX, X, this Article and Article XXI. B. MANAGEMENT CRITERIA. Developer covenants and agrees, subject to the provisions of Articles XIII, XVI and Section M of Article XXIX, and subject to the other provisions of this Article, that, during the Operating period provided for in Section A of Article XXI and so long thereafter as at least one (1) Major is Operating in at least its Minimum Floor Area set forth In Section A of Article VIII, Developer will maRa�nd Operate, or cause to be managed and Operated, the Developer Improv '41ts and the Common Areas, In the following manner: oc�Q) 1. As a complex of retail se;$Tes and commercial enterprises which is a part of a first class, reg 1431 shoppir enter d elopment with an oc ��V Enclosed Mall and other re 0 d Commod�Yw`pa fact t o� 2. Use Its hest 0fs to: �fN� (a) Have o the F1�7Srea ofeve;�e Mall Sto Q nd Sears Store ^o�ied an 0 for b s inntire (b) Fid a all s a divmti led miwti`�-�and balfiiecs"of ep! JJ//// <Ov� " � O_Oi/ OccuO/� �O /li_� �f 3.he na of Gatew gp fall an0� r no ot� name, without the,p�l�l' approval of each M0, in Ito seV'e and to discretion, so l`LJJy (oU\ ton s each, respective s a Par inl„ 4. So as to have Floor Area in the Deve Mall Stores of not less than the Minimum Floor Area provided in Se A of Article VIII. 5. In accordance with the sign cr�' a prescribed in Exhibit D and the rules and regulations prescrihed*txhiblt E. 6. So as not substantially to change, modify or alter in any manner or to any extent whatever the exterior of the Developer Mall Stores and the Enclosed Mall, without the prior approval of each Major, provided, however, that this shall not apply to changes in the interior storefronts -05- 606LGL • • 9011883 of Occupants of the Developer Mall Stores. 7. So as to maintain the layout of the Developer Improvements on the Developer Tract as shown on Exhibit 8 and to Operate the Developer Improvements within the confines of the Shopping Center Site as depicted on Exhibit B. 8. So as to keep the Enclosed Mall open and Operating and to provide heating, cooling and ventilation for the Enclosed Mall and to maintain the air-conditioning system therein at all times when the retail operations on the Developer Tract or the Tract of any Major are open for business, and for not less than thirty (30) minutes before and one (1) hour after the same are so open, and in such manner so that the temperature and humidity throughout the Enclosed Mall is at a reasonably comfortable level and in accordance with the provisions of Section of Article IV. 9. Maintain a quality of managemer�nd Operation not less than that 0 generally adhered to in other simil� e -level first class regional O shopping centers in the State of fzfegon. 10. To open the Enclosed ® and the,/,$Gvel oper all Stores when provided in Section D of A q e V an 7, le n the Initial ((((�������Vv o Planned Floor Area pr for in ion A ofWicle VIII. 11. So as to ca u ears to ® e in th&rs Ste Lease to to the Sears Store a{��rjretail kp*tment s*t ,JJ'in not than a ni mum number of s ueat of i�yr Area ed undg5@ction Aft£,. O__ ii Article Vl �r at 1ea5 en (10)��hon ecutive(4) fro after the date wh^^ems least o�(1) Majo rst ope �r busin�in its Store, undep�ge trade name "Sears' nder h�ther n it is doing �V O Q business in at least sevive pe (75%) s currently existing retail stores which Sears Operates in region #pping centers in Oregon under the trade name specified above as ofdate of this REA; provided that such Operating covenants may be sy�3p�t to the same and only the same conditions as provided in Article XX "> reof. Developer agrees to enforce the Operating covenants of Sears as long as one (1) Major is Operating in at least Its Minimum Floor Area set forth in Article VIII -A. C. BENEFITS TO MAJORS. Each and all of the provisions of this REA on Developer's part to be performed (whether affirmative or negative in nature) Mla 606LGL • • 9011883 are intended to and shall bind each and every Person comprised within the term Developer, at any time, and from time to time, and shall inure to the benefit of each respective Major. D. COVENANTS RUNNING WITH THE LAND. Each and all of the covenants of Developer in this REA shall bind the Developer Tract and are also intended to, and shall bind, each and every Person having any fee, leasehold or other interest in any part of the Developer Tract, at any time and from time to time, derived through any Person now or hereafter comprised within the term Developer to the extent that such part of the Developer Tract is affected or bound by the covenants in question, or that such covenant is to be performed thereon, and shall inure to the benefit of each respective Major and their respective Tracts and shall run with the land. Each such covenant shall constitute an equitable servitude and a cover""( gunning with the land under applicable law. p E. DOMINANT AND SERVIENT ESTATES. respect to the various covenants 0 (whether affirmative or negative) on part of Developer contained in this REA which affect, or bind, or are„®be perfor d on po tons of the Tract of o �V any Party, as the case may be,Tract bated b s covenant shall, � q 0 during the term of this RF the doZ t estate�id the Developer Tr ct (or If the particular ognt afferl binds, to be��pp��gq,p��)e performed O ss than the whole of the4eloper then�wg'ttD'respec�lx-the pard-ar covenant, such por�thereo s is a by, ooand by, ��rticular ��JJ O gyp" covenant, or �ch the o cular c ve nt is t t perforiyQd,N shall during v � o �o the term of REA be Zs ate. F. LITY OF COVENANTS. ever 8t+rson o portion of a Tract ,''Jn' U. o Q is not bdUnd by, or bound t0 f a ant or awn „ or ti on thereof made O herein by a covenantor, such Person or portiono sth Tract, as the case may be, shall during such period, not be entitled a benefits of the reciprocal covenant, or portion thereof, made herein ��0, other covenantor. ARTICLES I COVENANTS OF MAJORS A. OPERATION COVENANTS. 1. Target Covenants. (a) Subject to the provisions of Articles XIII and XVI and Section -87- 606LGL • • 9011883 M of Article XXIX, and to the other provisions of this Article, and subject to Sears providing Developer a covenant to operate under the trade name "Sears" in the Sears Store on the same terms and conditions stated hereinbelow, Target covenants and agrees with Developer that it will open its Store on or before the date set forth for such opening in Article VII and that it will after such opening Operate, or cause the same to be Operated in not less than the minimum number of square feet of Floor Area required under Section A of Article VIII for ten (10) consecutive years from and after its Scheduled Opening Date, under the trade name of "Target" or under such other names as it is doing business In at least seventy-five percent (75X) of its currently existing retail stores which Target Operates in regional shopping centers in Oregon under the trade name specified above as of the date of tfA. (b) In addition, subject to tltnrovlsions of Articles XIII and XVI and Section M of Article XXIO `o the other provisions of this Article, and provided the Sears building is occupied and operated as a retail department store, Tarrr\@ covenan and agrees with Developer that It will, from and after th lration^ he ten ��j year period set forth in subparagraphc�( bove, fo �kk next ' e of five (5) years Operate its Store In.ddkOless th O e mini +umber of square fee Floor Area requilrfpv der Ar,�/i� VIII a�,�o InglePation tall fst�o,,� under an name. Aft e.�`fYivve ex iKatioonn of th hods o Nt rth in o _ v Y 0� P oln ex subparagra sJ a) andoc and conn ng for ext fiy�O;years only,if get shoul•qontiry>,es�peratia sin to retail store o uncle � name, Target shal 0hin thi��rt (30) d((a�����ereafter, notify Deve er pursuant to tho Vesicle X sal ations were discontinued. 2. The hours of business, the number types of departments to be Operated 1n each Major's Store, the par I arr contents, wares and merchan- dise to be offered for sale and the maces to be rendered, the methods and extent of merchandising and storage thereof, and the manner of Operating such Major's Store In every respect whatsoever shall be within the sole and absolute discretion of each respective Major. The Majors may each Operate a department or departments in their respective Stores in SSE 606LGL • • 9011883 whole or in part by licensees, tenants and/or concessionaires. B. RELEASE FROM OBLIGATIONS. 1. Each Major shall be released from the performance of its respective obligations contained in Section A of this Article in the event of any of the following: (a) If the Developer ceases to comply with or has violated any of the provisions of Sections B-1, B-2, B-4, B-6, B-7, B-8 or B-11 of Article XX; provided, however, that Developer shall have sixty (60) days after written notice of such default from any Major to cure any such default, or if such default cannot be cured within sixty (60) days, to diligently commence curing within such time, and diligently cure within a reasonable time thereafter. (b) If less than the stated percentags#dicated below) of the Initial Planned Floor Area of Develope r�pll Stores (excluding the Sears Store) is occupied and open for bu° provided, however, that ""occcc����O Developer shall have twelve (12� hs after written notice from any Major of such failure to remee he same uch condition shall be 0 conclusively deemed to haven reme if, dur n aid twelve (12) month period, Develope0c�ii 11 have red into�irafide leases which require the opening O usines Floor /jkr�®f such Developer a Stores sufficlenti�iniVVVinncreas occup@a 'y0 nd operyl;glyf'or bucsliine of such Developer (,�pv 1 Store more e then {�pvVp911i(VVJccable f4 d ((\JJJ " V percent ag icated o ) of*thttial Pl�d Floor/, which bona fide leshall pde for tual c cement 6#roccupancy and ope or business of Flo a by the cupant �in said twelve (12) � O Q Mont period. The state, p¢Y�'centage e Init�gT anned Floor Area of Developer Mall Stores is: <iJ fifty p�ercent/�,�j)6�) from Developer's Scheduled Opening Date through the next ta(pi't.;') year period; and (11) sixty percent (60X) from the second an+ary of Developer's Scheduled Opening Date though the next one (1)11,�r period; and (111) seventy percent (70%) from the third anniversary of Developer's Scheduled Opening Date through the remainder of a Major's Operating Covenant. (c) If (i) Sears is in default of Its Operating Covenant provided for in Article XX -B(11) for a period in excess of six (6) consecutive months, -89- 606LGL • • 9011883 or (ii) if at any time during the last ten (10) year period of Its covenant to Operate. Sears ceases to occupy and Operate in the Floor Area specified to Article XX -B(11) for a period in excess of twelve (12) consecutive months, or (111) if Sears has been released from its covenant to Operate. Any reduction below seventy-five percent (75%) In the number of Sears' retail stores in existence as of the date of this REA in regional shopping centers in Oregon, at the option of the Major, which option shall be exercised by giving notice to the Developer (with a copy to all of the other Majors and Parties), shall be deemed a ceasing of the Operation of the Store of Sears for the purposes of this paragraph 3. (d) If such Major shall be released from the performance of its obligations under Article XIII -D pursuant to the provisions of this REA. 0 � Nothing contained in the foregoing visions shall in any manner be construed as diminishing, or be de doo constitute a waiver of, any other rights of a Major resultln9� m failure of Developer to perform its covenants set forth In Sectio of Artic XX or elsewhere 1n this REA or from the default of any ot��arty h o er. NNo"standing anything contained herein to the ntrary, t venant tained in Section A of this Article shall n posey uch Ma�a�y greater obligat�ob' 0 0 �� rebuild, reconstn�or res han as .s�fii`orth Ip�1iL�lcle XIII. A Major's C11se unde�t is Sec )3hhh llnnn..�p,,\\Ulll/neffect a less and until (t) 1 p gi rise to tO right t�leeaase c ��to exist /� 0 ��n �j uncured Or the gitwlmg of not f such t�y�lrc and epyrat ion of the v �wV A!! t appl &'4 a cure period and �i LxLsuch Major otifles 4vR loper and the 0th aj ors, if any, of,tf(�ij act th��e notK21ng �for the purpose of ,0 o obtaining a release from s Operating coven the time when the event giving rise to such release is uncur�4pon giving such notice, the Operating Covenant of such Major prod ed in Section A of this Article and its reconstruction covenant to S�Nxfn D of Article XIII shall terminate and such Major shall not be required thereafter to continue Operating its Store or to reinstitute such Operation, notwithstanding the subsequent curing of any default or condition referred to herein. Continued Operation by such Major following said notice shall not diminish -90- 606LGL 9011883 0 the effect of such notice nor the release of such Major. 2. In addition to and not in limitation of its rights under Article XXI 8-1 above (except in the case of paragraph (c) below which imposes conditions in addition to those required under Article XXI-B-1(c) above for the period following completion of two (2) or more of Department Stores C, D and E), Target shall be released from the performance of its respective obligations contained in Section A of this Article in the event of the following: (a) If Developer (or such other person or entity) at any time (or from time to time if less than all of the Phase II Development is commenced) commences construction of all or a portion of Phase II Developement as further described in Developer's written notice to Target required under Section E of Article V, bu Is to complete such construction within twelve (12) months ter the scheduled completion date, but subject to the provisic other person or entity) either d( C discontinuing construction, fa® scheduled completion date gi �he any event, as soon as cti\bY<e of complete, as the casg�� be, cop 0 00l Shopping Center 512�of all improvements t `h Devel(!! 0 as they ex,�O prior tpmencl a( then Tar shall ndi)ie releas" cle XV. If Developer (or such inues construction, or without 3 comp to construction by the aVT9 cmptly 4ldiligently and in `sSSfh disco t, uance or failure to aates thtl Ong and rremoval fro m its oMp� constr.��on so th� (ar�a e sammmmzzze r,§ bbstantl� the same I, Phase ��velopm�j "dn question, fom the rmance/pf, fts obligations �o cont �in Section A of tlticle as result okt a failure to O Ocom a the Phase II De �ent in O Ion. o0 '6 01 If, at any tl me ter completion of<iI one (1) of Department Store C, D or E, but prior to completion of'�hy'Utwo (2) or more of Department Stores C, D or E. any of the e�eTnss or conditions described in Article XXI-B-1(c) occur. £IJV (c) If, at any time after Developers completion of any two (2) or more of Department Stores C, D or E, (I) any of the events or conditions described in Article XXI-B-1(c) occurs, and (ii) at any time thereafter any of the following occurs: (A) any one (1) of the Occupants of -91- 606LGL • • 9011883 Department Store C, D or E is in default of or otherwise released from its Operating Covenant, if any, or (B) any one (1) of the Occupants of Department Stores C, D or E ceases Operating or is Operating in less than the respective minimum number of square feet of Floor Area required under Section A of Article VIII for such Department Store, or (C) any one (1) or more of Department Stores C, D or E completed by Developer has no Occupant. Target's release under this Section shall not be effective unless and until Target notifies Developer of such event and that the notice is for the purpose of obtaining a release from its Operating Covenant, during the time when the event giving rise to such release is uncured. Upon giving such notice, the Operating Covenant of Target provided in Section A of this Article and its reconstruction covenant in Section D of Article XIII shall terminate and Target shall not be reg0red thereafter to continue Operating Its Store or to reinstitute such Operation, notwithstanding the subsequent curing of any default or condition referred to herein. O Continued Operation by Target fo ng said notice shall not diminish the effect of such notice nor the ease of CJ�Arget. n Nothing contained in t regoin��iisions i41) in any manner be construed as diminishin% or a deemoo const tl 'e a waiver of, any other rights of Targ¢��sultingm fail 0c� 0 �J covenants set fol!r���wn Setti0 of Arti� from the defau,lP any other Party �UlIJJ �v O contained 4n to th�trary, th ove 0 this Art Oshall Impose up¢(h�arget rebOreconstrutt or reshan asaOs)se 00 �. C. SU80RDINATION TO LIEN. The covenants Article (but no other provision of this REA) any Mortgage recorded against the Tract wh 4" Developer to perf, S X or are In tAREA or der. 14hstand}r�g�ything nant� tained�6ection A of eatersn.. ig tion to o forth infwl4icle XIII. In Section A of this Inated to the lien of burdened by such covenant (including, but not by way of limitatlong�p Y blanket Mortgage which may cover any other property or properties of such Party, whether owned in fee or as a leasehold, in addition to the property interest or interests previously referred to In this sentence), to the end that a purchaser or purchasers in any foreclosure proceedings, or pursuant to any exercise of power of sale, or —92— 606LGL • • 9011883 any grantee under a deed in lieu of foreclosure, and all successors to or through any such purchaser or purchasers, or to or through any such grantee, shall take free and clear of the covenant. Each Party covenants and agrees to execute and deliver to the others, upon request therefor, such instruments, in recordable form, as shall at any time and from time to time be required (the form of which shall be in the good faith, reasonable judgment of counsel for such Party) in order to confirm or effect any such subordination as referred to in the preceding sentence. Nothing herein contained shall be deemed to relieve a Major of its obligations for the Operating Covenant set forth in Section A of this Article regardless of any foreclosure which may occur under any such Mortgage. No Party shall be obligated to execute any such instrument which in any way alters, diminishes, changes or modifies such Party's rights or obligations under this REA. �O D. BENEFITS TO OTHER PARTIES. Each all of the provisions of this REA 0 on the respective parts of the Majors performed (whether affirmative or 0c� negative in nature) are Intended to shall bind each and every Person which comprises or is a part of each M 'T111 at any time and from time to time, and shall inure to the benefit of V of theer Par�tiensn E. COVENANTS RUNNING \\THE LAV Each and cp�a�X /of the covenants &the Majors relating to thei pectivects arellded toa_and shalleach and every Person hav Ony fee 1 Behold her'iin^n \t in any�par of such Tract, at an o e anPf time t to /t�f,�-e�\@>Ptent than ch part of their respectacts isted o�.pound by th&Yenant trytip uestion, or U° that such c^^o1s to pe rform�thereon� shall i� to the benefit of the p�4via Parties. Each suc41enant p �j consti/����[�j an equitable servi- tude and a convenant runnlnthe ladder arn l¢pble law. f. DOMINANT AND SERVIENT ESTATES. With revto the various covenants (whether affirmative or negative) on the par12ach respective Major con- tained in this REA, which affect or bind, a to be performed on portions of its respective Tract, the Tract benef i by such covenant shall, during the term of this REA, be the dominant estate, and the Tract of the respective Party, as the case may be (or if the particular covenant affects, binds, or is to be performed on less than the whole of such Tract, then with respect to the particular covenant, such portion thereof as is affected by, or bound by the -93- 606LGL 0 • 3011883 particular covenant, or on which the particular covenant is to be performed), shall, during the term of this REA, be the servient estate. G. MUTUALITY OF COVENANTS. Whenever any Person or any portion of a Tract is not bound by, or bound to perform, a covenant or any portion thereof made herein by a covenantor, such Person or portion of such Tract, as the case may be, shall during such period, not be entitled to the benefits of the reciprocal covenant, or portion thereof, made herein by any other covenantor. ARTICLE XXII A. PAYMENT. Developer, as to Developer's Tract, and each Major as to its respective Tract, shall pay, or cause to be paid, prior to delinquency, all taxes and assessments upon such respective Tracand the buildings and O Improvements and personalty owned or leased "uch Party in the Center, provided that If the taxes or assessment In installments, any Party may pay becomes due and payable. Each Par portion thereof, may be paid installment as and when the same 11 upon the request of any other Party provide to such other Party for tWi natiO�f icient Vdence that all taxes and assessments have been paidQ such P pursuan4�t this Article. Developer shall use t effo o cause thV Tract of each Part o be separately assessedO the taxi thorlty c� o o B. CONTEST. If Party deem t xes an 4�assessm�t,5, or any o part thereof f afd by Party, e exce l0 or it � such Party shall have t ht torrt t the^^s,Side, at its��nw1 most and ense, and shall have the further ode.£§Ylpaymen t/��N6i`eof sol j� as the validity or the Mount thereof is conte Chin goo Q�yQh; proVFdtid', however, that any such contested tax or asses shall t"Id by Js eI'ontestinq Party oriorto the time when the affected Tract (or portion tht?� can be subjected to sale under applicable law pursuant to a proceedln wi ch may result in impairment of the rights created hereunder or terminy provision hereof as applied to any such Tract. Any such payment may paid under protest. C. NON-PAYMENT OF TAXES BY A PARTY. In the event any Party shall fail to comply with its covenant as set forth in this Article, any other Party may give a written notice to such failing Party and If such failure is not cured within thirty (30) days after receipt of such notice, the Party giving notice -94- 606LGL • • 9011883 may pay such taxes and penalties and interest thereon, and shall be entitled to prompt reimbursement from the defaulting Party for the sums so expended, with interest thereon as provided in Section K of Article XXIX. D. ASSESSMENT BENEFITING SHOPPING CENTER. Anything in Section A of this Article to the contrary notwithstanding, in the event an assessment is levied against one or more Tracts that is of general benefit to the Center as a whole as opposed to a special benefit to the Tract or Tracts levied against (but excluding any assessment levied In connection with the initial construction and/or installation of the common improvement work, which assessment shall be paid solely by Developer regardless of the Tract on which it 1s assessed and such assessment shall not be included within Common Area Maintenance Cost), such assessment shall be prorated among the Parties in the ratio that the Initial Planned Floor Area of each Party beea�ar the Initial Planned Floor Area of the Center. (O> II A. DISPUTES COVERED. Any dVOe invalIany p slon of this REA which contains specific provlsi4s for rOtion ofrdispute by arbitra- tion shall be resolved by �ration&providedWein; provided, hwMr, that any Party may seek pvOibitory@junctiveOrclarar relief ut ( o �° first submitting a controversy O B. PROCEDUv%�Any Par�y requ meetir De atteOby all Parties for rpose O solving such disp At sheeting, the Parties shattem t Inrod e resole YRt?' matter �is ute. If the P Pmatter rt resolved at suchng, or�Ct e mee#��s not held, any Party may, within thirty (3 rom t date s1 such meeting, make a written request to resolve such dispute by arbit�a-t�n. Within ten (10) days from the date of receipt of such notice, eac y shall select an arbitrator. Such arbitrators shall meet within ten (1 s after selection for the purpose of resolving the dispute. If a Aty, rity of such arbitrators are unable to agree, an additional arbitrator shall be selected by the designated arbitra- tors. If such arbitrators are unable to select an arbitrator, such arbitrator shall be appointed by the Presiding Judge of the District Court of Lane County, State of Oregon, acting in his individual, private capacity, at the -95- 606LGL • • 9011883 request of any such Party, and no other Party shall raise any objection to the authority or jurisdiction of such judge to make such appointment. Within ten (10) days from the appointment of such additional arbitrator, all arbitrators shall meet and determine the matter in dispute and shall resolve the same and all questions pertaining thereto within twenty (20) days from the date of selection of such additional arbitrator. A majority decision shall be final as to the issues submitted at any stage of the proceeding. Arbitrators shall not have authority to award damages. Each Party shall bear its own expenses except those relating to the selection and services of the additional arbitrator which shall be borne equally by the Parties. All arbitrators selected or appointed pursuant to this Section shall have substantial training and professional experience in the subject matter of the arbitration.M@ The decision of the arbitrators may competent jurisdiction. All arbitrat in accordance with the rules of the extent such rules do not conflic the extent permitted by law, precedent to the ance any benn%V,ered as a judgment in a court of (Oducted under this Article shall be O f can Arbitration Association, to the the pr edures hUreein set forth. To wits Aric`13�Is a condition o v of a jud"l proceeding arising out of a dispute which 1�,L) ect to $itratimh�eund^e� 0� ICLE XeL) VO �� A,7 �O nn --O If any Pa all bri n�actioproceedi4, includil;g ,l ithout r O �"l a limitation. cross -co aint, co�erclaim ird par` laim) against any othRv Yty by reason of th4-ach or,a� �'ged vVhe io n � of any covenant, term or obligation hereof, the erment provision hereof, or to interpret, or otherwise arising out of this Iprevailing Party in such action or proceeding shall be entitled to tk�sJcosts and expenses of suit, including but not limited to reasonable attorneys' fees, which shall be payable whether or not such action is prosecuted to judgment. "Prevailing Party" within the meaning of this Article shall include, without limitation, a Party who dismisses an action for recovery hereunder in exchange for payment of the sums allegedly due, performance of covenants allegedly breached or consideration substantially equal to the relief sought in the action. If any -96- 606LGL • • 9011883 Party is required to initiate or defend any action or proceeding with a third party (including, without limitation, any cross-complaint, counterclaim or third party claim) because of any other Party's breach, then the Party so initiating or defending shall, if such Party is the prevailing Party, be entitled to reasonable attorneys' fees from such other Party. ARTICLE XXV A. NOTICES TO PARTIES. Any notice, demand, request, consent, approval, designation, or other communication which any Party is required or desires to give or make or communicate to any other Party shall be in writing and shall be given or made or communicated either by personal delivery or by United States registered or certified mail, return recMpt requested, addressed, in �O the case of Developer to: Gateway Mall Limited Partners 1 c/o General Growth of Cali Inc. 15821 Ventura Boulevard, S525 Encino, California 91 43&O Attention: President �N with a copy to: ` r <� W General Growth Complies n„ 215 Keo, P. 0. 16 \J Cin Des Moines, 030306 Attention: al Coun o O O and addressed, in th o of Ta to: Dayton on Cor ra'flon Tar o ores - Estate 0 Att on: Pro AdminI tion n 00 th Sixeet apolls(@VI nesota �2 n^ vv vo O subjec a right of any Par desi s>a diff #address by notice similarly given. Any noticg1 mand, rest, con �v\\ approval, designation, including any duplicate original, or other comm��Dion so sent shall be deemed to have been given, made or communica&MJl As the case may be, on the date personal delivery was effected (if pers�v�lly delivered) or if the same was delivered by the United States mail \registered or certified matter, with postage thereon fully prepaid, then on the delivery date or attempted delivery date shown on the return receipt. If any such notice requires any action or response by the recipient, such fact shall be clearly stated in the notice in the manner provided for in Section F-2 of Article XXIX. -97- 606LGL • • 9011883 B. MORTGAGEE NOTICE AND RIGHT TO CURE. The Mortgagee under the Mortgage affecting the Tract of a Party, shall be entitled to receive notice of any default by the Party whose Tract is subject to such Mortgage, provided that such Mortgagee shall have delivered a copy of a notice in the form hereinafter contained to all Parties. The form of such notice shall be as follows: The undersigned, whose address is does hereby certify that it is the holder of a first lien upon the land [or, alternatively the holder of a first lien upon the leasehold estate or the fee owner or lessor or sublessorl described on Exhibit A attached hereto which lien encumbers the Tract of (Party) in Gateway Mall, Springfield, Oregon, and is the Mortgagee holding the security interest to said land. In the event that any notice shall be given of the default of the Party upon whose Tract this lien applies, a copy thereof shall be delivered to the undersigned who shall have all rights of such Party to cure such default pursuant to the Construction, Operation and Reciprocal Easement Agreement ("REA"). Failure to deliver a copy of such notice to the undersigned shall in no way affect the validity of the notice of default as it respects such Party, but shall toll any applicabletq period for cure by the Mortgagee or the taking by the Mortgagee y other action required under the REA until such notice Is proper delivered. Any such notice to Mortgagee shall be givp;;fn the same manner as provided in Section A of this Article. In the ehat any notice shall be given of the default of a Party and such defaul}j)Party has failed to cure or commence to O cure such default as provided ds b s REA, and In �tnnat event the Party giving such notice of defaul cO nants 1� ve any,&0?MMortgagee under any Mortgage affecting the T the d ting P�irtyanan additional noti � o �V given in the manner p d in Se�(i(l A of MM Artic�leC,, the d�tut ng Party has failed to e such dent, or fy` aIled to'CWmence opip prose- cute the cure afthin ided in s REA, uch Mo ayee shall O�k'ce pt for a j�Ofailure to cut�"(ane requiip�6 o^f/�,�Jos on B-�2o tide XXI, have thirty-`(yD) days after said Iona] r1l;, to cu�1Ny such default, or, if ((SVdefault cannot be r��dvwi th i((n��(@11�VVVty (30)�s, diligently to commence curing within such 4ty (30) periodn diligently pursue such cure to completion within a reasonable time then r. Giving of any notice of default or the failure to deliver a copyA' Mortgagee shall in no event create any liability on the part of the P.a4�0 declaring a default. ARTICLE XXVI IA31Aib18Dr, 1 A. METHOD OF AMENDMENT. The Parties agree that the provisions of this REA may be modified or amended, in whole or in part, only with the consent of -90- 606LGL • 0 9011883 all of the Parties, by amendment in writing, executed and acknowledged by all of said Parties, duly recorded In the Office of the Recorder in and for the County of Lane, State of Oregon. Any amendments or modifications hereof (including any extensions and renewals hereof), whenever made, shall be superior to any and all liens, to the same extent as this REA as if such amendment or modification had been executed concurrently herewith. In the event a Party has a Mortgage on its Tract and such Mortgagee has given notice of the existence of such Mortgage to all of the other Parties to this REA in accordance with Section B of Article XXV, any amendment or modification of this REA without the written consent of such Mortgagee shall not be enforce- able against or binding upon such Mortgagee. Nothing herein contained shall constitute an agreement by any party that the REA cannot be amended without the prior approval of another Party's Mortgagee. Nothing contained herein precludes any separate agreements between "o or more Parties, provided that the other Parties shall not be bound or�`�`tgected thereby. B. NO THIRD PARTY BENEFICIARY Article XIII and Section B of Mortgagee and the Parties, the benefit of the Parties, the, of any third Person, conferred any rights expressly understo In part, shall i Permittee orson XXV wh sions this ,,((,�_�' i'ess or�ied, , nd agrPent hat no 9 re any or app` 0 othOQban a Par This REA shall terminate, except for the A(4). A(5) and A(6) of Article III on Decemb terminated under the provisions of Articl after twenty-five (25) years from the dai hereinafter set forth: for the provisions of Section I of \fare for he benefit of a 15 RE a for the exclusive assii��i�gn' nd not for the ben fit eeQ const ued to have O tly thir O on. Itond VO whole or al on part ofn�Occcupant or A �O eaa/sl1�ljep�s provided in Sections e.r�3VJVJ JJ 2024. unless sooner or otherwise sooner terminated reof by act of the Parties as 1. At such time as there Is less than fifty percent (50X) of the Initial Planned Floor Area being Operated, in the aggregate, on the Tracts of all Parties, other than the Tract of a Party desiring to terminate, -99- 606LGL • 0 901188-9 such Party may give notice to all other Parties of its desire to terminate this REA as respects such Party's Tract. The notice provided for herein shall be given at least two (2) years prior to the proposed effective date of such termination and shall specify on its face the actual effective date thereof. Such notice may be given at any time subsequent to the twenty-fifth (25th) year of the term hereof when the conditions set forth In this Paragraph shall occur and such notice shall continue to be effec- tive even if the level of Initial Planned Floor Area is Increased above fifty percent (50X) before the effective date of any such termination. Notice herein required to be given shall be prepared in recordable form, and shall be recorded prior to the date on which it Is served on all Parties and the recordation data shall show on the copies so served. Any termination pursuant to this Paragraph shall be effective only as respects the Tract of the Party so terminating, and shall terminate all of such Party's rights and obligations anddc�o this REA, except for accrued liabilities as specified in Secti��QN of Article XXIX. 2. If at any time subseCCgµeoZto the of the twenty-fifth (25th) Cj`„ o �" year of the term of this Rf ess tha�ty per n 40X) of the aggregate Initial Plaloor Ar the Shol�)Og Center Is being Operated, this REA We termi in itp, re y any Party giving notice to VVother s in tnn,�"!i9(fne man provi2Qeedd Paragraph I�l provid however t'ria't the e,. &five dat>g`ot�such IIJJ O " v ""ZZ%% notice ma (> t any t o re they (60)�s subs ori to the date o 00 �o �^ of the g of su�otice. p \c he provisions of tN�regotn Pgr gra ph\ril` 2 shall not apply 0 duri any period when duction,?rr or A due to a casualty or O vv taking which the affected arty or Partiespp m) ly commence to repair and reconstruct and thereafter cnce so as to restore the required level of Floor Area, pursuanthe applicable requirements of O this REA. ARTICLE XXVIII UTILITY INSTALLATIONS The Parties shall each, to the extent necessary and to the extent the same shall not result to the loss of compensation otherwise obtainable from condem- M 606LGL • • 9011889 nation, join in the execution of such instruments as may be required in order to effectuate the installation (subject to the restrictions thereon contained in the REA) for the sole benefit of the Center or the Parties' Tracts of public utilities and similar easements under and across portions of their respective Tracts. ARTICLE XXIX MISCELLANEOUS A. BREACH SHALL NOT DEFEAT MORTGAGE. No breach of any of the terms, conditions, covenants, or restrictions of this REA shall defeat or render invalid the lien of any Mortgage made in good faith and for value, but such term, condition, covenant or restriction shall be binding upon and effective against any Person who acquires title to said prpperty or any portion thereof O by foreclosure, trustee's sale or otherwise. ��i2�, B. BREACH SHALL NOT PERMIT TERMINAIIIt is expressly agreed that no coo breach of this REA shall entitle any o to cancel, or rescind or otherwise terminate this REA, but such limita�shall not affect, in any manner, any other right or remedies which th� ties OO ve herg4pdger by reason of any breach of this REA. C. CAPTIONS. The TConteen \ni captions the paragraphs and Article of this REA arjOe convent, only A4 1 1 no�:j a conside d or O referred to in resol,v_ a¢ questI f inter tion a�gnstructj�yn. ��' o v t1% D. CONSENT *any ins in wh y Par(t,�`�/'��"�ihis REAOsijll be requested to nt to O rove of 10 matter w O respect which such Party's cont or appro� is re �1 by ane prov((gbns of this REA, such co, e? or approval or d val s1y*cbe give rY7,lii3hriting, and shall not �1.� o �J �J be unreasonably withheld or �agl eyed, unl� the pr �ns of this REA with respect to a particular consent or approval sha�ressly provide otherwise. Requests for consent shall be subject to the,prvisions of Section F of this Article. E. ESTOPPEL CERTIFICATE. Each Part�reby severally covenants that upon written request of any other Party, it will issue to such other Party, or to any prospective Mortgagee, or purchaser of such Party's Tract, an estoppel certificate stating: (i) whether the Party to whom the request has been directed knows of any defauit under the REA, and if there are known defaults, -101- 606LGL • • 9011883 specifying the nature thereof; (Ii) whether, to its knowledge, the REA has been assigned, modified or amended in any way land if it has, then stating the nature thereof); and (lii) whether to the Party's knowledge the REA as of that date is in full force and effect. 1. Wherever in this REA approval of any Party is required, such approval or disapproval shall be given within thirty (30) days following the receipt of the item to be so approved or disapproved unless a different time limit is provided in any Article of this REA, or the same shall be conclusively deemed to have been approved by such Party. Any disapproval shall specify with particularity the reasons therefor; provided, however, that wherever in this REA any Party is given the right to approve or dis- approve in its sole and absolute discretion it may disapprove without specifying a reason therefor. Each request for consent or approval shall contain reasonably sufficient data,or documentation to enable the recipient to make an Informed decision. 2. Any document submitte r the co ent or ap roval of any Party shall contain a cover page Inentl in the placable REA Article o involved, listing theemailed, f applf�1 e, containing a state- ment to the effect t� hedoc or th@)s contained within o /��O document shall b,l!emed ap or copsppg�ed to b recipient mess prc the recipient 's an ob tchnshal hi rt� day spr One, thisme REA period andspesaid I ch notlr pecifh`f /�q o �f and said Ice shalpecify a erent (J. If , time specified in the IS Is incorrectly o set fort the tim nit shall be thirty j� O � (30 ys unless a longe tl( perio�specifl the REA or in such op o (� notice, in which case the onger period of tii e�e11\`shall control. Failure to specify such time shall not invalidate the(��,�'ce but simply shall require the action of such Party within said tlytE (30) day or longer period. 3. Wherever in this REA a Jesse O Iod of time is provided for than the thirty (30) day period hereinabove specified, such time limit shall not be applicable unless the notice to the Party whose approval or disapproval is required contains a correct statement of the period of time within which such Party shall act. Failure to specify such time shall not invalidate -102- 6O6LGL • • 9011883 the notice but simply shall require the action of such party within said thirty (30) day period. 4. Wherever in this REA provision is made for approval "by the Parties" such phrase shall mean the approval of all of the Parties. G. GOVERNING LAWS. This REA shall be construed in accordance with the laws of the State of Oregon. H. INJUNCTIVE AND DECLARATORY RELIEF. In the event of any violation or threatened violation by any Person of any of the terms, restrictions, covenants and conditions of this REA, any of the Parties shall have the right to enjoin such violation or threatened violation or bring an action for specific perform- ance In a court of competent jurisdiction. Prior to the commencement of any such action, at least five (5) days' written notice of such violation shall be given to the other Party or other Person res ple therefor. Any of the Parties shall also have the right to brin& action for Declaratory Relief to 0 prevent any threatened breach or defaut� reunder or to obtain such 0 interpretation or the provisions herq��as such Party shall desire. I. NO PARTNERSHIP. Nothing Parties shall be deemed or con third Person, to create tfl��la ship, or of joint ventur, v 6 r of o -' Parties to this REA. J. NOT A P D construed to�¢��, ift or general pub l�0br for the it be in thi.)intention of the limited to and for the purpo,% ained I is REA r any acts of the 0 r:ed by t rties, r y of them, or by any 0 tionsh pr agent, or of p tner- an mess atton�tween anyce 2vn o a ' No hin zainecl,oj�;nshall be deemed or tion o �portloi4 the CR4 r to the o "1/ I p@ c or f opublic ( (pose whatsoever, h�tE's here t this �\JJhall be strictly �U o Q Yferein e sed. K. PAYMENT ON DEFAULT. rf pursuant to this R��2E), any Party Is compelled or is permitted and elects to pay any sum of mon do any acts which require the payment of money by reason of any othe Q _jtllyy''s (1) failure or inability to perform any of the terms and provisions is REA to be performed by such other Party, or (11) failure to pay any other sum when due to any other Party pursuant to the terms of this REA, the Party electing to pay any such sum shall give a written notice to the failing Party and If such failure is not cured within thirty (30) days after receipt of such notice, the Party giving notice -103- 606LGL ' 0 9011883 may pay such sum of money, and the defaulting party shall promptly upon demand, reimburse the paying Party for such sums, and all such sums shall bear simple Interest at the rate of one percent (1X) per annum over the then existing rate of interest per annum announced from time to time by Wells Fargo, N.A. as its "prime rate" (but in no event exceeding the maximum rate permitted by applicable usury law), from the date of expenditure until the date of such reimbursement. Any other sums payable by any Party to any other Party pursuant to the terms and provisions of this REA that shall not be paid when due and after written notice in the manner provided in the preceding sentence shall bear simple interest at the rate of one percent 0%) per annum over the then existing rate of interest per annum announced from time to time by Wells Fargo, N.A. as its "prime rate" (but in no event exceeding the maximum rate permitted by applicable usury law) from the date of exo4ture in the case of (i) above or the due date to the date of payment thf in the case of (11) above until the date of such reimbursement. If repayment shall not be made n thirty (30) days after such notice is given In the manner provided in Gh>s�Vbrecedin,ragrap the Party having so paid shall have the right to qct the t there cgether with Interest VV o � n as aforesaid, without lia@.%y or for ure, fro�y sums then due or there- after becoming due from /,fS.�othe d® ting IP Qereun r. V O Any deduction mfrayable any Pd�tr�'pursuanM2i�the pr ns of ,lihi� ecti on from an sums due (` it here shall Ebnstitu default in the payment unlesOs/.,tuu Party al s to pai4 e amoun such deduction 19, to the Par whom th"um Is owl V®(wo�1'thin�ly (30) after final adJu- dicatlgry®t such amount is o Th�,ptvel4gis Section 1s for the sole protection of the Q n so pay d its `'`{fence shall not release the defaulting Party from the obligation to perff 1,7nhe terms, provisions, covenants and conditions herein provided to b�^dea formed or deprive the Party so paying of any legal rights which it may-,� by reason of any such default. L. I il_TFLITIONALLY OMITTED. 1 v M. RELEASE. Subject to the provisions of this Section and Section FF of Article I, if a Party shall sell, transfer or assign its entire Tract or its Interest therein, or terminate this REA as to Its Tract pursuant to any provi- sion of this REA, it shall, except as provided in this REA, be released from -104- 606LGL • • 9011883 Its unaccrued obligations hereunder from and after the date of such sale, transfer or assignment. It shall be a condition precedent to the release and discharge of any grantor or assignor Party that the following conditions are satisfied: (i) such grantor or assignor shall give notice to the other Parties to this REA of any such sale, transfer, conveyance or assignment concurrently with the filing for record of the instrument effecting the same, and (ii) the transferee shall execute and deliver to the other Parties a written statement in which: (1) the name and address of the transferee shall be disclosed; and (2) the transferee shall acknowledge its obligation and agree to be bound by this REA (where appropriate, under Its Separate Agreement) and perform all obligations hereunder in accordance with the provisions of this REA (and such Separate Agreement). Failure to deliver any such written statement shall not affect the running of any covenants herein wipe land, nor shall such failure negate, modify or otherwise affect liability of any transferee pursuant to the provisions of this REA�,W such failure shall constitute a default by the transferee hereunder In the event of any terminat l,4.(i�br expir n of th Interest of the lessee o or any surrender thereof to th4essor ornomine o he lessor which shall 0 hold said interest for th�!> fit of lessor, W lessor and its successors and assign (notwi ndtng nguag in the lea`"(�any other instrument, or '��VVVny"y insYFumTlit of seder, prJ{tIng thpy�m�eii�'§�er of title in said les �nd Rot!tandin Ofact thd�-A�lc%h Burr `F may be made to such nee ofsor) able foe perfoe of the Othereafter ing obind®and peryrf�,hg to tl�ai,rms of this REA, except 01(gaid lessor shall he rig (•ZnY\ll have t \tenant of the Major U _ o� Q as to i��ct contained it on A of(rA�i icle Xordinated to its O �J ill%%% interest as provided in Section L of Article Xxizw,� respect to a Mortgage. Anything in this Section to the contrary �dDjl{'thstanding, it is expressly understood and agreed that In the event ofQ gvIsale, transfer or assignment no Party to this REA shall be released fromt,�t5obligations to construct Improve- ments pursuant to the requirements of Articles V, VI or VII and to open Floor Area as provided in Article VII and to lease Floor Area as provided in Section D of Article V. nor shall any Major be released from its covenant to Operate pursuant to Article XXI, except as otherwise set forth herein, and in all -105- 606LGL • • 9011883 events no such sale, transfer or assignment shall effectuate a release pursuant to this Section until such successor in Interest to the transferor Party has expressly undertaken to be fully bound under the provisions of the REA and any Separate Agreement between such Party and any other Party in the place and stead of the transferor Party. N. SEVERABILITY. If any term, provision or condition contained in this REA shall, to any extent, be invalid or unenforceable, the remainder of this REA (or the application of such term, provision or condition to Persons or circumstances other than those in respect of which it is invalid or unenforce- able) except those terms, provisions or conditions which are made subject to or conditioned upon such invalid or unenforceable term, provision or condition, shall not be affected thereby, and each term, provision and condition of this REA shall be valid and enforceable to the fulv#extent permitted by law, unless enforcement of this REA as so inval 60 ed would be unreasonable or grossly inequitable under all the circ OO of this REA. I 0. COVENANTS RUN 1 LA 04A except as otherwise prod here, respect to the benefits an�ldens cr and shall be binding ugos5�d inure` @ he assigns of the respeeci-44 P""artiq 6 -his R conditions herein �FainedAt l be en,`f� constitute co s runni the ,l.pnd '(moo P. T M .�ime is o�fe e performpp6. 6f each of the cove6k!kfe and s or would frustrate the purposes SjQ�j. The ((ppj��jovisions of this REA n with _ Tand, both with herein affecting the Tras, bene�f t4u"rms, ccessors (� AYi"AWd all t cQy�eennants and (€"able a gu0table sEAv tYudes and �Vj O_ i under a�cable kg;�O �np U senn th resp to the s eWnts con in this REA. Q. NAIVER OF DEEAULI• ver oi`QdTfdefaul e/bkiany Party to this REA shall be implied from any omi��s s ion by any oorthe/^r��4 VVto take any action in respect of such default If such default contIrWi or is repeated. No express written waiver of any default shall affect(#default or cover any period of time other than the default and period okome specified in such express waiver. One or more written waivers of any default in the performance of any term, provision or covenant contained In this REA shall not be deemed to be a waiver of any subsequent default in the performance of the same term, provision or covenant or any other term, provision or covenant contained in this REA. -106- 606LGL • • 9011883 The consent or approval by any Party to or of any act or request by any other Party requiring consent or approval shall not be deemed to waive or render unnecessary the consent to or approval of any subsequent similar acts or requests. The rights and remedies given to any Party by this REA shall be deemed to be cumulative and no one of such rights and remedies shall be exclusive of any of the others, or of any other right or remedy at law or in equity which any such Party might otherwise have by virtue of a default under this REA, and the exercise of one such right or remedy by any such Party shall not impair such Party's standing to exercise any other right or remedy. R. ENTIRE AGREEMENT. This REA and the Exhibits hereto contain all the representations and the entire agreement between the Parties with respect to the subject matter hereof, other than the Separate Agreements. Any prior correspondence, memoranda or agreements are`seded In total by this REA and Exhibits hereto. The provisions of this RNe) hall be construed as a whole 0 according to their common meaning and trlctly for or against any Party. S. INDEX ADJUSTMENT. As used L"Is REA, the term "[in 1989 Dollars]" shall mean and refer to the amou the prpportionate increase or decrease 0 for each year during the term this REA Qhe Impldc�kt�Price Deflator of the Gross National Product ofQ nited S s, Issueow�d published by the O ted States Department of Cote (1972 (the o "), o any succes ndex o VV �J��O) thereto, appropriate justed the ev���v�� hat th@'r-j`[yZjd) is c ve ed to a different standar p erence or of i9le revl{�„ qhe dete r�ni.n tion of " vV ��O_oZ/ the adjustmen Ae madee refere Yo the Ino shall be�,.made with the v T�9O p..� v! use of such ersi on or, form® or tab�}�\\ conve Rvktn7 the Index as may be publ ,4 by the Department b��mmerce r O`Sf sai 41ttment shall not publish a same, then with se of sFj onvers actor, formula or table as may be published by Prentice Hall, Inc., or o�nationally recognized publisher of similar statistical information y be agreed upon by the Parties. If the Index ceases to be publis,Fjg{. and there is no successor thereto, then a reasonable substitute in�selected by Developer and approved by the Majors shall be utilized; or, if such a substitute index is not available or may not lawfully be used for the purposes stated herein, then based upon a reliable governmental or other nonpartisan publication, selected by Developer, and approved by the Majors, evaluating changes in the cost of -107- 606LGL • • 9011883 living or purchasing power of the consumer dollar, if such a publication is available and may be lawfully used for the purposes stated herein. For the purposes of calculating fluctuations in the Index, the calendar year of the date of this REA shall be considered to be the base year (the "Base Year"). With respect to any amount referred to in this REA to which the Index Adjustment is to be made, such amount shall for the purpose of calculating such adjustment be referred to in this Section as the "Base Amount" and the Base Amount, as adjusted by the application of this Section, shall be referred to herein as the "Adjusted Amount". The Adjusted Amount shall be determined as follows: With respect to each time at which the Index Adjustment is to be made, the Base Amount shall be increased or decreased to equal the product obtained by multiplying the Base Amount by a fraction, tmerator of which is the average annual Index for the most recent cete calendar year, and the 0 denominator of which is the average an Index for the Base Year. For purposes of this Section calculation made hereunder shall each subsequent application T. COUNTERPARTS which shall be deemed one and the same 4ins,, be removed and at attached the ur iv may final. 911 se Amount utilized for any initial iinue toutilized, as the Base Amount for provi �n o c� nom/ be fined in sevpal counterparts, eeKhh of 11 suc terpaos shall cop ute py*nt. TF(F s,'VgnaturecV Party .4 y coun erpatt may d t11 Ooher coy# art. Airo% E3unte which is s of Par tie h 11 const�te an o ��'al of this REA. (go 601 4� ooh �O -108- 606LGL . 0 9011883 THIS REA has been executed by the Parties as of the day and year first above written and shall be effective upon recording in Official Records of Lane County, Oregon. "DEVELOPER" GATEWAY MALL LIMITED PARTNERSHIP, a South Dakota limited partnership By: General Growth Partners, Inc., ATTEST: General Partner i Xs..-L%ll�J By: a,4 �✓�✓_1Yy� As'istant Secretary John Jou cksbaum, Vice President "TARGET" DAYTON HUDSON CORPORATION, a Minnesota corporation ATTEST: By: 0 Assistant Secretary O 1N116em P.Nue Nq\ , Vica Pro�idm} Nicbnl Secrobq ^v Targar scare+ ce -109- 606LGL 0 4 9011883 NOTARIES: "DEVELOPER° STATE OF CALIFORNIA ) ) s.s. COUNTY OF LOS ANGELES ) On this 194,day of 19%0, before me, a Notary Public, in and for the jurisdiction personally appeared John Bucksbaum and Alan Winner on behalf of General Growth Partners, Inc., to me personally known to be the Vice President and Assistant Secretary, respectively, of General Growth Partners, Inc., the corporation that executed the within Instrument on behalf of GATEWAY MALL LIMITED PARTNERSHIP, a South Dakota limited partnership, the partnership that executed the within instrument, and acknowledged to me that such corporation executed the same as such partner and that such partnership execute Ie same. WITNESS my hand and official seal. - h_ mm�wru9uc.Guwwxw OO`J Notary Public m LOS INGEIFS CGOIpY "y Garvn. Goh, feh.:3, t99a (Notarial Seal) S -I My coOsi on expires O o �n "TARGET" STATE OF A'W d �So{��) COUNTY OF I-� n ) s�0 O O v On this day o�19�, the undersii�ggGn"�edd�, a Notary Public, in and f d County and Stat sonally appeared �JSiKli--at%.� and m se pe ally known to me o theAbasis of satisfactory evidence to beV '7�0,d¢t .T •fSk aI "f-ISSr4 ��a.� respectively, of DAYTON HUDSON CORPORATION, theration that executed the within Instrument, known to me to be the persPamoed, executed the within Instrument on behalf of the corporation therm and acknowledged to me that such corporation executed the within t ument pursuant to its by-laws or a resolution of its board of director WITNESS my hand and official seal. LAR. MILLER xmui'waw-wxxmn XENXENNE PIN COIx11V NI C9om. E.Aa R 13. 1WL -...:�• Notary Public (Notarial Seal) My Commission expires—L- 606LGL 9011883 EXHIBIT A PART I DEVELOPER TRACT Beginning at a Point being Worth o- 04, 00- West 1 25,69 fast from the Southwest Corner of the W. . Stdv6n:N0on&tionL..d Claim No. 46, In Section 2i. Town ip L7 earth, Range 3 West of the Wilk,l.ritte Meridians th..C. South 60- 401 00- kiwat 369.59 t 4 at '. the Westerly margin of Beverly street; t he... of .", said ""C". so. th 20- 00. Cast 211.02 feet to the Northerly 9 chance leaving aid Wwat!n '.ad: cly r'In rng said Northerly ..'sit., Along the arc of a 2aI9.79 loot radius curve to the eight (ch. thsard C hfch Curve bear. South 73- 171 16- West 296.53 fast) . dl.t..C. of 296.67 feet; thence continuing along said margin South 76- 25- 34- We., 73.40 fe.tj th..C. continuing -1--y *aid margin South 89- 22- 51' West 576.60 (.at to the Eaes ..C91. of !.t,i.,:t* 5; thence leaving aid R.rth.,I, I Long the Easterly margin North V 406 00' Cast 2647.76 Cast; thence leaving said easterly margin North 89- 454 20- East 1249.03 feet to the Westerly margin of Gateway Street; thence along the W..t.ri, margin the following c ... 3m. and distances; along the arc of 3.00 foot radius lure. to t I which carve bears Souti ;� et 20.14 feet) a distance of 20.27 fast, along the act of a 127.00 Cost Calif.. Curve to the left Ith. hold of Which cucvo bases South is' 13* 16- &lost 4a.27 feet) a d,,t.n.. of 48 56 E ts, �/,Sfaffh a- 561 00- West 148.74 to 2- 04- West 32.12 fear: %outh a- 56, no- 5.15 feet, South 27- 41 36' Cast 46.37 seat oth a- 56- 00' West 800.14 test. &long the of . 2904.93 foot radio. Care. to the let a Chord of which curve bears South 2- 44- 20 at 222 4 feet) a distance of 222.53 fast I - h h 0 at 53 1. " lu: Care. to th it rd , ury A - f bear. Sfut eat I I S Coati a distance LA I at. the fs� red, . , I t th a dfI27.0h0 cu L 1 6� h,C -ve 6 We3t�49.75 feet) a 50.07 t. I the arc I s 7. N 19 of adi r"w . to it (the Chord curve , , '�Q .1 be South 2- 26' Eas 7 .4 e a I dist. 41 179.46 a t' Sets 28 - :t :t 45' 08' 87.27 1 'Z41,�fea 3`1 . f t. Seat I E 6.13 feet long South 3 29 3 radio Qv to the dIC [the w Iv. I uth 9 49- (S�T 2 2 43 oil Is,& .50 " t" t,h;nEast 1. 9 n out,, 00- cece ng a ce ng a 2 4 to nt of ning. In C Oregon, C g the r Is �r- beginning at am, north 5 .0 f t at ..3.78 fear Jr.. the he d-tia. L..J Close In Secti T.- I L) k Eh, None. I N -t C the ...Lt. "or than I th as- 70- do - East 192.50 toots tss.ac. South 40, 0 ... t 146.92 (.at; rh.nf. South as' IC- GO- East I?@. i these* North 4* do- ro' Cast 4.aS feet: finance 5 20- 00' Cast 35,?@ fears 11-.C. 01.1111 )a- 39- 03- tj(�, .16 Coal, th.... I..lN IS- 201 00- Cost 429.71 C.otn��Co South A- 21' Is' Cast .1 . 220.00 fast radio. Curve to the right (the 'h �K..lch �.-. be.,. 32' 09, 15- ..at j . Iran., 1 190.50 (.at: !a,ith oA* 40* 00- West 166.75 test: Chance Soqth 21- 20' 00 - "at 54.00 (.at: South Go- a0' 00' West 60.00 (got: thence North 21- 20, Or' ..at $4.00 feet: thoAce 9-th 65' -n' Go- West 217.49 (..1: th..c. ..It 3515-1111 (.at, th..�. -lorth 4' 40- 00- E&rC 19a,GS Coot to the Point of Ise.inni., in Lane Count,, Greg.-. 606LGL 9011SS3 EXHIBIT A PART II TARGET TRACT Beginning at a point being North 559.08 feet and Mast 883.78 feet from the Southvest corner of the W. M. Stevens Donation Lana Claim No. 46, In Section 2\tpvnshlp 17 South, Range 3 Meat of the Willamette. Meridi thence South 85• 20' 00' East 192.SO feet; thence Sou 4. 40' 00' Meat 146.92 fast; thence South 85• 20' 00' E 178.76 feet; thence North 4- 401 00' East 4.85 feet; ° Ce South 85. 20. 00• East 35.78 feet; thence North es• 20' 00' east 4 65.26 fret; thence curve to the righ 09' 15' West 271; C South 68. 40' C East 54.00 f,}; thanes NOc o l• 40' 00• 217 Northqq ' 00 O 7� In La Ounty. 34• 03' East 84.36 feat; thence South 29^. *at; °, Co 5 40 21' 290 East 5FD0ng th p c o[8.00 foot radius the Cho f vhi VCV0 bears South 32• [sw�at)^ lata sof 290.59 fwt<:�yb nce theage /�5outh fee �" hence0 eat �4221&��&•``,ii90 feet; 200\0% Wes 4.00 f,4�tQ then¢�s�outh 68• feat; ice W\�\i. 65.8,' et; thence t 598foot i Point f Beginning, egon. ^O �^ n�0 BOO_ V _v� 606LGL 9011883 EXHIBIT A PART III SHOPPING CENTER SITE Beginning at a Point being North 0. 04' 00' West 125.69 feet from the Southwest corner of the W. N. Stevens Donation Land Claim No. 46, in Section 22, Township 17 South, Range 3 West of the Willamette Meridian; thence South 680 40' 00• West 369.59 feet to the Westerly margin of Beverly Street; thence along said margin South 216 20' 00' Cast 291.02 feet to the Northerly margin of Harlow Road; thence leaving said Westerly margin along said Northerly margin, along the arc of a 2819.79 foot radius curve to the right (the chord of which curve bears South 736 17' 16' West 296.53 feet) a distance of 296.67 feet; thence continuing along said margin South 76• 25' 34' West 73.40 feet; thence continuing along said ma in South 890 22' 51" West 576.60 feet to Easterly margin of Interstate 5: thence aving said Northerly margin along the East y margin North 4. 40' 00' East 2647.76 feet; ca leaving said Easterly margin North 89. 4 East 1249.03 feet to the Westerly margin o p ateway Street; thence along the Westerly ma the following courses and distances: alo he acc of a 53.00 foot radius curve to the ght (the chord of which curve bears South 53' 16" West. 20.14 feet) a distance of 27 fe along the�acc of a 127.00 foot radius cva t e lett QL�e chord of which curve be outh 53' 1 eat 48.27 feet) a di an 49.5' eat, Sou 40 56' 00• W t 148.74 t, So 20• 5��V West 32.12 f South 56' 0 ® Wa9t BQ fee[, South 27- 36' 46.3 eve. So 4. 56• West �QL.14 fe alon t acc a 29 too ra los 9 c to the ft (ch ocd o v ch curbeara h 2• 44� 20' W 22.48 ��) a d�nce of .53 feet, along arc o 53.00 fp radius cve to the ri t (the Ud of ich curve bears South 11-440 0' 07qnv,�_ ,Q,de st 9. 1set) a ��C dlstanaz of 19. eet, ' O9 the of a 127.00 foot radius rr��wY'��ii,�,to theft (t ocd of which c."�/ curve bears 'Ja�fh 10. 2 VVll 56' }'1� 49.75 feet) a distance of 50.07 Ye aloes) the arc ch a 2917.92 Eool radium ve to (�p��(' left (the chord of which c, a've bears outh ' 26' East 179.44 feet) a distance of 179 t' South 17• 28' 14" West 31.92 feet, Sout 45' 08' East 87.27 feet, South 39. 48' 13' Eist 46.13 feet and along the acc of a 2904.93 .foot radius curve to the left (the chord of which curve bears South 9. 49- 02" East 248.43 feet) a distance of 248.50 feet; thence leaving said margin South 68. 40' 006 West 267.40 feet to the Point of Beginning, in Lane County, Oregon. CONTAINING 71.50 acres 606LGL 40 46 9011883 EXHIBIT C MAXIMUM BUILDING HEIGHTS The maximum heights of the buildings in the Center shall not exceed the following dimensions. The dimensions as indicated for each building represent the exterior wall height including the parapet walls, mechanical equipment penthouses, screens to hide the mechanical equipment and entrance structure cupolas and canopies above the finished floor elevation of each such building. ENCLOSED MALL TARGET STORE SEARS DEVELOPER NON -MALL BUILpIflG AflEAS: NON -MALL BUILDING AREA 1 NON -MALL BUILDING AREA 2 MG NON -MALL BUILDING AREA 3 1" NON -MALL BUILDING AREA 4 U NON -MALL BUILDING AREA 5 QOM °Q Q n� 4Q feet 22 feet 3fl feet 24 feet 2q feet 24 feet 24 feet 24 feet b(�P b C7 a 606LGL • 0 9011883 EXHIBIT D These criteria have been established for the purpose of assuring an outstanding shopping center, and for the mutual benefit of all Occupants. Conformance will be strictly enforced; and any installed nonconforming or unapproved signs must be brought into conformance at the expense of Occupant. The Project Architect is to administer and interpret the criteria, but is not empowered to authorize any departure without written consent of the Parties. MCI q �. .i ..o 1. Each Occupant shall submit or cause to be submitted to the Project Architect for approval before fabrication at least three copies of detailed drawings covering the location, size, layoutO ign and color of the proposed sign, including all lettering and/or 2. Except as shown on Exhibit B,?signs shall be permitted on the exterior of the Enclosed Mall or DeAr*er Mall Stores unless approved by the Project Architect and the Part�K:J o 3. All permits for sign d their allati 11 be obtained by the Occupant or his represen� 1V 4. Occupant sha olO��re s"pons��for theolimengpf all rents �O and specifications. B. D O 1. Sig 11 be O� ed onIV hin the Un areas<x dgned by the Projec nett aan shown ®the appX@ Improv�t plans. 2.� horizontal dimensl o O sign ysllv�lUI not 41� two thirds (2/3) of the width of store frontad �O �� 3. The total sign area (rectangle enclosin group of letters, symbols or logos) shall not exceed ten percej\\DX) of the area of the store front, and shall be located at least thir4'vt inches from each lease line. 4. While it is desired to permit OC'ants to present to the public their typical sign image, signs which do not conform to the dimensions and location described in Section B-2 above must be submitted to the Parties for approval. - D-1 - 606LGL 06 is 9011883 5. No signs perpendicular to the face of the building shall be permitted unless uniformly established by the Project Architect, and as shown on the approved improvement plans. 6. No signs of any sort shall be permitted on canopy roofs or building roofs. 7. Hording of signs shall not include the product sold except as a part of Occupant's trade name or insignia. 8. No sign, or any portion thereof, may project above the parapet or top of wall upon which it is mounted. P CigaAMM M 2M1014Mto] M 1. Painted lettering will not be permitted, except as specified under Article D-2. 2. Flashing, moving or audible signs whet be permitted. 3. All electrical signs shall bear t"L label, and their installation must comply with all applicable bui ldia,� electrical codes. 4. No exposed conduit, tubing Qk4aceways will be permitted. No exposed neon lighting shall be used on sf, symbols or decors ive elements unless approved by the Parties; provi�, howeveposed o igns when held (e together by a clear glass framing em expossvn a window, insid of a light box and covered �wi� coloremirror� �dd)) plexlgla O r mounted directly on t horefr y be p@o}NQwWted. 0��an is sh 11 fully responsible for tl�ntenan and reps � neon s,Y,�p-�Jand sha mptly ll�J/ O " v ""���jjj repair any bb�iO r nonfu o ning neU/q�n� gns. A�roken 4fZra6hfunctioning neon sign w is not a'A.TirN �O g ptly rep l:'J shall emoved.�y temporary replace Fign shall conform t� Sign Crl�ri a. O� Q 5. I conductors, traers an,Qie-tCfer equ shall be concealed. 6. Electrical service to all signs shall b$��$�� koccupant's meter and not be part of Common Area construction or operatf(pgi,SYists. 7. All metal signs, bolts, fastening K� clips shall be of hot dipped galvanized iron, stainless steel, aluml n(ow, rass or bronze, and no black Iron materials of any type will be permitted.' 8. All exterior letters or signs exposed to the weather shall be mounted with at least 3/4" clearance from the building wall to permit proper dirt and water drainage. -D-2- 606LGL • • 9011883 9. Location of all openings for conduit and sleeves in sign panels of building walls shall be indicated by the sign contractor on drawings submitted to the Project Architect. Sign contractor shall install same in accordance with the approved drawings. 10. No signmakers's labels or other identification will be permitted on the exposed surface of signs, except those required by local ordinance which latter shall be in an Inconspicuous location. 11. Except within the Enclosed Mall, all penetrations of the building structure required for sign installation shall be neatly sealed in a watertight condition. 12. Occupants shall repair any damage to any work caused by their sign contractors work. 13. Occupant shall be fully responsible fog the operations of Occupant's sign contractors. 14. Except as provided in Articleg(gV pylon or pole signs will not be permitted. D. MISCELLANEOUS R MO O 1. Each Occupant will be� muted 44 ce up�n each entrance of its 0 demised premises not more ot� 144 squ nches oPV d leaf or decal application lettering, o excee lncheg��eight� dicating�urs of O 0 ��//jj business, emergency t hone n etc.M of O 2. Each Occ who h0kk non-cus �i door f, Oceiving ee handise lI��JJI 0000OO- 2/ may have unlf44`QQJ��JO4applied�a i d door locatic p s dire Cby the Project Artgtyet t, in tnches hilL0.lock 1�5�t\e s� the Q�Rupant's name and address.,*ire more than one O nt uses t1�AJ same d each name and address4thall be applied. of let ill be lected by the Project °O OArchitect. 3. Occupant may Install on the Enclosed yr front, If required by the U. S. Post Office, the numbers only for thsleet address in exact location stipulated by the Project Architect. Sif e. De and color of numbers shall be as stipulated by the Project Architect. i/ 4. Floor signs, such as inserts into terrazzo, etc., shall be permitted within Occupant's lease line in their store fronts, if approved by the Project Architect. -D-3- 6O6LGL • 0 9011883 1. The provisions of this Exhibit D shall not be applicable to the identification signs or logos of the Majors and Sears, it being understood and agreed that the Majors and Sears may install and maintain their customary and usual identification signs and/or logos on their Store buildings (and any and all changes or replacements thereof), as the same exist on similar buildings operated from time to time by them in Oregon, provided, however, there shall be no roof -top signs, or signs which are flashing, moving or audible. 2. Nothing herein shall be deemed to prohibit the Majors and Sears from having identification signs attached to the exterior facades of any mechanical penthouse upon its respective Store, provided that such sign(s) shall not extend higher than the top of such penthouse. F. ADMINISTRATION cc��MO� 1. In the event any conflict of intefpl`Y tation between the Occupant and the Project Architect as to the applicaSt&'of these criteria cannot be satisfactorily resolved, the Project Parties; their decision shall be CG tect shall submit the design to the and bi Ing upon the Occupant. 1 �o �0 J' 2,1' o° o �o �0 oho �o - D-4 - 606LGL it is 9011885 EXHIBIT E RULES AND REGULATIONS A. Common Area 1. The surface of the Automobile Parking Area and sidewalks shall be maintained level, smooth and evenly covered with the type of surfacing material originally installed thereon, or such substitute thereof approved by the Parties as shall be in all respects equal thereto in quality, appearance and durability. 2. All papers, debris, filth and refuse shall be removed from the Center, and paved areas shall be washed, steam cleaned and/or thoroughly swept as required. All sweeping shall be at intervals before the Stores shall be open for business to the public, using motor driv41rking lot vacuum cleaning vehicles where feasible. Ob 0 3. All trash and rubbish containe cated in the Common Area for the use of Permittees shall be emptiedand shall be washed at intervals sufficient to maintain the same clean Ocondition . 4. All landscaping shall i properlyrntainedC 1uding removal of dead plants, weeds and foofip matter such rep13dting and replacement as the occasion may requ itcthe r�Og��� �V v O 5. All hard -markt sJ all ber cted ah ogular intervals and ��������J// o ^^ �V% promptly repainte sa all bei nsight!yV'O indisti 4jfrom wear � VV n_OO and tear, or cause`/v�/"(y O 6. Al1,Iato m drain ch basin all be�A\j ed on a(�))edule sufficient to main �f all storm drain I n`Ifi a fre0 jAing c#)n and all mechanical equipment relate `Storm dr��kl)v,�`j5)nd sa `i , sewer facilities shall be regularly inspected and kept in properli ng order. 7. All paving shall be inspected at regi{ ntervals and maintained in a first class condition. O\\v 8. All stairways shall be: (a) sweP"nd washed at intervals sufficient to maintain the same in a clean condition; (b) inspected at regular intervals and (c) promptly repaired upon the occurrence of any irregularities or worn portions thereof. - E-1 - 606LGL ' • 9011893 9. All glass, Including skylights, plate glass and/or glass -enclosed devices shall be cleaned at intervals sufficient to maintain the same in a clean condition. 10. All surface utility facilities servicing the Common Area, including, but not by way of limitation, hose bibbs, standpipes, sprinklers and domestic water lines, shall be inspected at regular intervals and promptly repaired or replaced, as the occasion may require, upon the occurrence of any defect or malfunctioning. 11. All Common Area amenities, benches, and institutional, directional, traffic and other signs shall be inspected at regular intervals, maintained in a clean and attractive surface condition and promptly repaired or replaced upon the occurrence of any defects or irregularities thereto. 12. All lamps shall be inspected at reg lef ntervals and all lamps and ballasts shall be promptly replaced when no\l.pnger properly functioning. 13. The improvements on and to thq,$bfifnon Area shall be repaired or replaced with the materials, apparat�ind facilities of quality at least equal to the quality of the replaced. 14. The Common Area s�hpjt, be 111 shall determine, at lease -half 0 0 darkness as any of tKq ores sW , apparatus and facilities repaired or for a reasonable pe},�Yid there�er (but also be illum1 0 during hours o 0 0 _ed in s6 k�reas as the Parties >before&4uring such hours open „t 7W�ro isine+he publi and 7kss thoape hhour),�nhall f�barknesss_� n suct "��eer as set forth in Ar IV-F-3�0 O� ��O 15. I�ddi tion to Develop bliga(ttiiioonn under a X, Developer shall use�its best efforts to nge wi(t 21 po1O horities to (a) O (� �% patrol the Common Area at reg ar intervals, and (b traffic direction at entrances and exists to the ShopQp,<CeUn ter Site during hours and periods as traffic conditions would reasV�require such supervision. 16. The Parties shall use their bes ;Forts to require their respective Permittees to comply with all regulations with respect to the Common Area, including, but not by way of limitation, posted speed limits, directional markings and parking stall markings. 606LGL • 9011883 17. With respect to all mechanical and electrical facilities and systems serving the Enclosed Mall, including, but not by way of limitation, the lighting facilities, vertical transportation facilities, heating, ventilating and cooling systems, and actuated or manually operated doors, Developer shall (a) inspect the same at regular intervals, (b) promptly repair the same upon the occurrence of any failure, defect or malfunctioning, and (c) as respects the said heating, ventilating and cooling systems, maintain and Operate the same so as to comply with the performance specifications in Articles IV -F-8 and X. 18. The heating, ventilating and cooling systems for the Enclosed Mall shall be operated to accordance with the provisions of the REA and of these Rules and Regulations, at least during the same hours of the same days that the heating, ventilating and cooling system serving any Stores of the Majors shall be operating. 19. All surfaces of the Enclosed Ma9,l which are painted or otherwise finished shall be cleaned at regular e reals, and repainted or otherwise refinished at least once during as five-year period, npd the ceiling of the Enclosed Mall shall be regular �Yeaned, Sn .'paintec�olu'epainted, as necessary, giving particulM0tention}� e areas rounding the diffusers. 20. All of the Com mo a shall ainta �'ee from any obstr ns 70 ������////jjjjjjv //�� O not permitted under the REA, Incg the RcprLDitlon g,Q'GE sale and isplay of merchandise out stle the ext �i or wall ``Vvhe buij�o��lsjjwithiCenter, �/J including thos @nin any ssed ar a, xcept i4@ eas spe O@ally 00 o approved wit he said t nter for purpoZi�Oy the P 1.7 es pursuant to the REA. (o�//nn\\VV �v B. Floor Area 1. All Floor Area, including vestibules, en ances and returns, doors, fixtures, windows and plate glass shall be maims}.ned in a safe, neat and clean condition. �% 2. All trash, refuse and waste materials shall be regularly removed from the premises of each Occupant of the Center, and until removal shall be stored (a) in adequate containers, which such containers shall be located so as not to be visible to the general public shopping in the Center, and (b) so as not to constitute any health or fire hazard or nuisance to any Occupant. - E-3 - 606LGL ` 0 9011883 3. Neither sidewalks nor walkways shall be used to display, store or replace any merchandise, equipment or devices. 4. No advertising medium, device, instrument or apparatus shall be utilized which can be heard or experienced outside of the Floor Area, including, without limiting the generality of the foregoing, flashing lights, searchlights, loud speakers, phonographs, radios or television. 5. No use shall be made of the Center or any portion or portions thereof which would (a) violate any law, ordinance or regulation, (b) constitute a nuisance, (c) constitute an extra -hazardous use, or (d) violate, suspend or void any policy or policies of insurance on the Stores. 6. Developer shall use its best efforts to require Occupants of the Developer Tract to cause all trucks servicing the retail facilities of Developer Tract to load and unload prior to urs of the Center opening for business to the general public. S� 7. All Occupants shall have their �w displays, exterior signs and O exterior advertising displays adequa illuminated continuously during such hours as the Enclosed Mall is re�� to Opeeefate. C. Conduct of Persons QO OQ" The Parties hereto doohiby establ the fol g rules and regulations for the use or roadways,, kways, O Auto Q.� Parking Areas, an er 0 0 ^\ V common facilities pr/Ti�0d for }se of P��tees: / l� �,, 1. No person ,s'tr�,Yl use rvoadway, w�way or lb, excep a�s means of 0 0i egress from (ocr9�Q�ess to oor Are nd Auto Parkl,r eas within the Center, t<r.�jjacent b is stre0 o r such �\dtl/h\f =/uses as pproved by the cam" o Parties. ® use shall be in a�derly ma nn In ac nce with the directs 1 or other signs oo 'des. ys shaay�`nZ3t` be used at a speed in excess of twenty (20) mitpe hour and shal�Vbbe used for parking or stopping, except for the immediate loading or T65ddiing of passengers. No walkway or Mall shall be used for other th ne estrian travel or such other uses as approved by the Parties pursuant"�he REA. 2. No person shall use any Automobile Parking Areas except for the parking of motor vehicles during the period of time such person or the occupants of such vehicles are customers or business invitees of the Occupants within the Center. All motor vehicles shall be parked in an orderly manner - E-4 - 606LGL 9011883 within the painted lines defining the individual parking spaces. During peak periods of business activity, limitations may be imposed as to the length of time for parking use. Such limitations may be made in specified areas. Any such limitations shall be subject to the approval of all of the Parties. 3. No person shall use any utility area, truck court or other area reserved for use in connection with the conduct of business, except for the specific purpose for which permission to use such area is given. 4. No employee of any business in the Center shall use any area for motor vehicle parking, except the area or areas specifically designated by the Parties for employee parking for the particular period of time such use is to be made. No employer shall designate any area for employee parking, except such area or areas as are designated in writing by the Parties. 5. No person, without the written consee the Parties, shall in or on any part of the Common Area: I (a) Vend, peddle or solicit merchandise, device, service, whatsoever. for sale or distribution of any cal, book, pamphlet or other matter (b) Exhibit any sign, ard, b8x�', notice a� other written material. c�� `. (c) Distribute air�b� it c u l ar� l et,� ill, placard or other M0 0 material. 0 �� (d) Sol�,i`gYembers hd�in any _Zr assQc tatl on or contra butl O r any pur e. (� �I� �O �O (e) ade, rally, patrol, Pot, demppsiR ate or 0gage In any v a o cond�&t at might tend to ere with impede � use of any of the Com Area by any Permi�f create 14sturbar)f.�,,� ttract attention or harass, annoy, disparage bt be detrimental tq r interest of any of the retail establishments within the Center. pn`�G'1,/ UU (f) Use any Common Area for any p��y�QQiLL����i ewhen none of the retail establishments within the Center is p„Rex'for business or employment. �s2 y9 _ Cq a W 6 N O 00 yy ` N LL o� ° cc °e` v u V v 39 m TYPICAL PARKING AISLE STRIPING 60 PARKING 90 PARKING BOp' 55 0" ,w •..' r ...;. I (.% 10-C" IS'.)" 19'-0" 18� 18'-0' 18' 0' 18'_0' 24 0' 18'-0' 18'_0' 3 fl U0 pp •I r _J111 7 ka rax VH I a _ �= J�� I t _y .. 60P I1111 4 a I — I T it a rE�re I A ..moi r, - If A • !Hl"H �GAI_Jl p - rkANDBCAPED ISLAND PAINTED NO PARKING ISLAND LANDSCAPEDISLAND 015ASLED PAR WNO SPACE WHERE OCCURS PAINTED NO PARKINGRKING ISLAND 71 1 L /?✓' - ��i •I� L it 'I% 1 L IA P R DEVELOPMENT DATA PIIASF 1 PHASE.I G ozs 1'IBtg Flor Ned R_ I 1 S a '"Oa" St 'n 119,5551f 111,617,f 2 i ',tmn't store '0 116,750.1' i13,613,f l OoP .ont Stare 4. II ..r`went Snore "p S. Departatent Stare I" --- 11""t, --11u"t, N" 3719541! 30,05651' sue -total S74,259sf 261,24EY ❑' / oe el p r Pall Shops 7- 35,SO6sf 3411581" 8 Do,alonerAt Shops "G- 76,1474f 73,IM,If 9. 0 ... laaer '411 Shot's -R" 23,Z66sf 22.539,£ 10. 3eve3o" Rail Shape 'I- 15,MsAf 15,389.. il. ) —Loper rail Shop. 'Jr 67.115xf 60,281.£ 12. 0evelope Wil Sh p, "5' 47.011 44,205,f Q. Oere/opx WI1 ShoRt, 'L' 7,373.f 5,735.f 10_ KfoAn, (75 a 227 'flea) 3405,f 3,405sf 5No-total Z)615obxf 258.8321. N 11( Non Wil BoilCIR9 Area i 1:0000 6.65001' Nan Nasi Builtli49 Aree 2 2.500sf 2,315x£ .. Non 1411 Buil4irN Area S 2,5000 2,375,( Ron -Nall Soil d1a9 Area 4 J.waaf GORE,( Ron Nan Builning nr"a 5 50,0000 41�50em s E-t."I 69.000" 55,5605( Taut 619,765.sl 58762861 at 0 IV t tat C klnf. Pra.1 a"n 3924 camp t (,a ,aaaa 101 total) 3.663: 266 Y. Parking Ratio per 1000 sf/floor Brea 6.E INTERSTATE 5 hi 4o 2847J6 TRENON SRAINAOE EAREMENT IT 20 YNI 329 I 1 .I got ABY � n LSC ONE LEVEL ( 780 218 �77� ® I—g�RK AC EL. 489.0' COMPACT _ \ _ Y 60 219'-9• a _ . to _.. a.>✓e,�. �. _..-. m t AREA NO. 8 TQLii�� R N NOTTO EAEG AND 99, aultablw® I ] (' FLOOR AREA FOR PARKING RATIO - t1d813 S? a PARKING RATIO - 5 0 \I g STORES IT STORES P cc I \�,1 $ TSO' Z t SOS" -f- T QST ak ---� BIKE RACKS 147 ALA STORES K �� P 1 L QAOM .a. ' TARGET TRACT \ pM\N�0\ I ST� \ S �OtiE t� HELTE I) 0`4y0,4 \OAA t069t6� i/ ; SI ACKS(2)-- F s�o 5o E S�EE4 `'�.. �pV� 470 198 ��� /\ \ T ' \ \NAP - F. 2®, de be RP, ._.. - 1 QPMA UQ �920 \.� \NOS P oT TO Exam" Q ENVELOPE ASR WAS* OF ommummoo -M NOT I EN46LOPE AND 1.900 \, CENYYN Pam 7101.{1 { -•---"-p. UUUUO 1.2 (i0i -MClaw NYTSIGN PROPOS _ ANIEOFL S' ,02/.Ei 1 1 /'- 1 1I ) I i I I 1 ( i (I n LOADING ri y ce rl V a, 2 ®� e® O rx Pi Read 03N 4S' 9 S -A BEARING TABLE (1) LOADING 20.14 R-53' �i I, 1j ir 1OOlEfl 5.15 63'16'SV. AREA KE RACK n LOADING AREA STORES 0 TFORM Ix I ( 1 STORES J T I a IPfE 40' GGMC M _ RM OR / SR POOR COY11Y IV AKAME M ACKS(31 n STORES G STORES G . STORES N ISO _______--___ 176' —. _ eY _ MAIN T. } i. AREA STORES I ^I —.BIKE RACK DINS -----iii------ A ti SIKE ,L..- I -i i ---^j --I_ I-_..... 1-- F26 W. 222.48 R-2004.03' -_--- u_i_uRE GATEWAY STREET TRAFFIC SIGNAL (I I — I 1 tQQq F� J{ S O 0 w J NE N 20 1 SONE LEVEL 72 EL 493.9' o IN o I t w I 32' L� i a 484 t 0 Q N ' MONUMENT SIGN UArOV/AY LOOP .. 1 w � y ce rl V a, 2 ®� e® O rx Pi Read 03N I 9 S -A BEARING TABLE (1) S.15'53 16'W. 20.14 R-53' ir I, 1j ir (21 5.15 63'16'SV. 48.27' R -52T CL m (3) (4) S.26'62 04'W S.1'58'00'W. 32.12' 85.15' (5) S.2 7'4136 -E. 46.37 -� I(6) 5.11°10'07-W. 19.54' 8-53' (7) 5.10 29'S6'W. 49.75' R-127 (8) S_17'28"14'W_ 31.92' (9) 5.5'45.08-E. 87.27 110) S.39'413 '13'e 46.13' NL�d-MALL 8Ok6.dd01G Phi,{ ENVELOPES AND 7,090 Q�FTP 121 r � y ce rl 2 ®� O rx Pi Read 03N 9 S -A QQQ� w00 ir 1j ir CL m I REVISIONS V an5las V 11/71!89 2! 21 ISSI F DAH GATEWAY MALL PRI].Ibl SPRINGFIELD, OREGON 1t li CFI:aVGFS TARGET EXHIBIT "Be SHHF PHASE 1 50 0 50 100 150 200 250 scale feet - OF SHF.F'PS ce .�o 2 ®� O Read 03N 9 S -A QQQ� w00 ir 1j ir CL m I REVISIONS V an5las V 11/71!89 2! 21 ISSI F DAH GATEWAY MALL PRI].Ibl SPRINGFIELD, OREGON 1t li CFI:aVGFS TARGET EXHIBIT "Be SHHF PHASE 1 50 0 50 100 150 200 250 scale feet - OF SHF.F'PS PARKING ) 90 PARKING !I = 1 me 4 — JL�d — — H I'I �I fmltl j1 S -ay wf� V O J \ ^' 600 O auil ' l\ /l ,' ,a k N r I7® LANDSCAPED ISLAND PAINTED NOPARKINO ISLAND -- - —�D ISaa LEO PARIGNG SPACE WHA OCCURS 16' 0' 18'-0' 24'-0' 18 -0' 13-0" R LANDSCAPED ISLAND PAINTED NO PARKING ISLAND DEVELOPMENT L r DATA i 1 INTERSTATE 5 '--- __ - 1,x all enE 2647.76' L - epm TIEKOM DNAINAQ EASEMENT -- -_ -- - -- __ __ _ _-_- - - - -- _--_ -.-.-. - -_- -_ - -_- - - - - - 720 - -_ - ✓6 4— i 1294wum IN 329 a !_ 4 -} L —� 1 L 1 1 � 1 I I i { I f �e• �� �! �� �� ��ly��y�� �L&Orli ! I 2266 /t8' 0004 me PIS, 7 A TRWOK I p ; �68 N 1°0 µ 278 ONE VEL t17T ® IKE A K 1 AGl B WE LEVEL COMPACT i \ N pp z;'6 T .-.. jA e d]/aA4F'AA:T q ;b I 210 8' ® O EL. 4aE.0° LOAD NG _. _... ( _.. _. me m II 1II'IEA pG. TARGET .� ® rimam -' ` .._eye -... TEA' COMPACTA ®_ 6E ... is_ 72'ANE NOT 70 E31cEED POMR lLDx4a -- --- ----- •"•••®__a'•^_• < m - FLOOR AREA FOR PARKING RATIO = 113,613 SRb w `F`j 2®/ C ENVELOPE{ AND EE.009 Sle Z'ADIN -- w 5 PARKING RATIO m 5 t '. lOfti7i gREA KE RACK 10ADiN6 AREA DME LEVEL c ��' py STORES F BTORES F1 EL 4a3. 6' o 653 i isw T "iRET (TOTES ® STORE, D S10RE5 ® 1 1 PLATFORM STORES H 2. __ _ r BINE RACKS UT' 1 STORES • \-a __� ."lf 288._8• I' 92'7.3 0Td1Ei J STTMn J \_ _ rtPERMIMRISIS KIOSK AREA 1 r rt� ® ...._ .- 1 •SI i �8► � _ MAINT. � 8TORE8 1 & T AREA 1 � .h m 1 I r (466 ' t I E q' GGMC COMM.�_ FILL OR s z,KE RACK FACTOR 1 l a \ DINS N AREA MOD COYIIT Fa ,DNAM M — —�'8"P, RAC "' TARGET TRACT - MAOMY ST �j t ' B E � HELTE ! SIKER � 'r Piv o to �O �� ; al ACK, (ze--i,_1 l.__r i1RC'RacKs lel " > -aP k40GI. a29` OZ , N GNU/�^ � - � I J, zM200�B , S��L,S S ' BJ¢a,)l - 474 ' 198 504 492 ( �8 I I 484 (476 A 4R+cr w 1 9e V&*mMftA SAI ANA VI �1120 20 NOT TO EXOLOPE # "MOF _5NON-MALL \� a ENVELOPE ADO OF p®4 � �\ E AND III &IF CEMTM M1Ym SIGN . i9) _ R-2997 5.2 44'20' 2-2 110) `-_. MONUVW SIGN .- - - mtopw 2-e It 1 l t i 1 11 1i w m`` NAME PHASE 1 Gross xufldin9 A a PHASE 1 fio PHASE 11 Gross B Hain, _. Area PHASE It floor Area I — 1 Sears/Dept. Store V - 119 5 5sf __A-,._ 113 91st 69,55551 II II $26'6204"W, 2 Target/Dot. Ste 'B" 116,7600 113,61311' 116,1505( 113,6131f 3 0epar tment Store 'c S,27'4135 E. 46.37' 75,000 Sf 11x250 sf 51110'07, W. a 0eparb t S[ n• R-53' a 51,241sf 50,097e - S. Department Store 'E' - - 98 3 0 f 93,4230 S.5 4608'E. 6. (haat-' W. 97,9545f 36- ,056sf 37,9541f 36,M60 Sub -total 274, 2595 IF 263,246sf 496,84681 478,0168f li. 7, Oce. o,err WI1 SBapt 'F" 35,5065£ 34,1565f 35,3065( 34,1565£ � a3 to rn 8. Jereloper Mail Shops "G- 76-1475£ 73 IID.- 76,55.1E 73nlf 9 Developer MI Sbops 'N' 23,1665f ??.53qsf 23, 77C,f 2Z.5391f 10. Deveipper Kell Shop' -f- '5,945,£ 15 895 fi Si f 15,3119'r 11 Develop `Nil Sb _s 67 7 5,F D 31 : A 7635£ G 615` 12. 0e+e'ope Ma 11 Shop k 4] 0995( 14.20Ssf 47,C31) a ,0551 13 Oerelo - full SbaM 73'f 35. 7,:73,£ 5 `35sf 14, Kiosks NS B 227sfAai 3 055f 3 d 5 f 3.405: 3,44055£ Sud -total 275S05sf 25A,,9011 118,99 11 253.330ef 3 If 4o Wil Buillun, Area I 7,000'f 6,6505( 7,000sf 6,6505f 400-Wll Duties, Area 2 2,30x( 2,375( 2.500x! 2,37551 Bo -Wll 04i141n, Area 3 2,5005; 2,Y5f 2, 500sf 2,375sf lot -Wil fimildi , A a 4 7,0005£ 6,650x1 7,0005£ 6,650if Non Na11 Duildln, Arca 5 50y-0000£ 47.500'! 50,000sf 47,5005£ bub-Cn tel 69.WUSf 65,551)sf 0,000sf b5, 5w,f T.Ul 619,76 ,if i 876.?SS` 84(1 802,3983f IV. Pa,if, 9 Id,d 31929 4,012 _ Total m.4 3s s3 3,6n Compact (maximum Iia to Gsi) 266 401 V. Parking Ratio per 1000 sf/floor area 6.1 5 0 INTERSTATE 5 '--- __ - 1,x all enE 2647.76' L - epm TIEKOM DNAINAQ EASEMENT -- -_ -- - -- __ __ _ _-_- - - - -- _--_ -.-.-. - -_- -_ - -_- - - - - - 720 - -_ - ✓6 4— i 1294wum IN 329 a !_ 4 -} L —� 1 L 1 1 � 1 I I i { I f �e• �� �! �� �� ��ly��y�� �L&Orli ! I 2266 /t8' 0004 me PIS, 7 A TRWOK I p ; �68 N 1°0 µ 278 ONE VEL t17T ® IKE A K 1 AGl B WE LEVEL COMPACT i \ N pp z;'6 T .-.. jA e d]/aA4F'AA:T q ;b I 210 8' ® O EL. 4aE.0° LOAD NG _. _... ( _.. _. me m II 1II'IEA pG. TARGET .� ® rimam -' ` .._eye -... TEA' COMPACTA ®_ 6E ... is_ 72'ANE NOT 70 E31cEED POMR lLDx4a -- --- ----- •"•••®__a'•^_• < m - FLOOR AREA FOR PARKING RATIO = 113,613 SRb w `F`j 2®/ C ENVELOPE{ AND EE.009 Sle Z'ADIN -- w 5 PARKING RATIO m 5 t '. lOfti7i gREA KE RACK 10ADiN6 AREA DME LEVEL c ��' py STORES F BTORES F1 EL 4a3. 6' o 653 i isw T "iRET (TOTES ® STORE, D S10RE5 ® 1 1 PLATFORM STORES H 2. __ _ r BINE RACKS UT' 1 STORES • \-a __� ."lf 288._8• I' 92'7.3 0Td1Ei J STTMn J \_ _ rtPERMIMRISIS KIOSK AREA 1 r rt� ® ...._ .- 1 •SI i �8► � _ MAINT. � 8TORE8 1 & T AREA 1 � .h m 1 I r (466 ' t I E q' GGMC COMM.�_ FILL OR s z,KE RACK FACTOR 1 l a \ DINS N AREA MOD COYIIT Fa ,DNAM M — —�'8"P, RAC "' TARGET TRACT - MAOMY ST �j t ' B E � HELTE ! SIKER � 'r Piv o to �O �� ; al ACK, (ze--i,_1 l.__r i1RC'RacKs lel " > -aP k40GI. a29` OZ , N GNU/�^ � - � I J, zM200�B , S��L,S S ' BJ¢a,)l - 474 ' 198 504 492 ( �8 I I 484 (476 A 4R+cr w 1 9e V&*mMftA SAI ANA VI �1120 20 NOT TO EXOLOPE # "MOF _5NON-MALL \� a ENVELOPE ADO OF p®4 � �\ E AND III &IF CEMTM M1Ym SIGN . i9) _ R-2997 5.2 44'20' 2-2 110) `-_. MONUVW SIGN .- - - mtopw 2-e It 1 l t i 1 11 1i w m`` GATEWAY STREET 56'00' W. 3 a MONUMENT SIGN GATEWAY LOOP I lo 800.14' (20 `a AND II SF Z5; NON -MALL R&DD/G4 NOT TO EXCEED TRO RM9 ENVELOPES AND 7;000 SF L3) ( LII 56 SIG 146 74 ONUM I-MENT SIGN 1POSFD- JI INAL BEARING TABLE R 2904.88 $.15 53'ifi'W. TURL R-53' TRAFFII S.15 53'16'W, S GNAL I II II $26'6204"W, r� �3 (4) 8.458'00'0.. wl rD I S,27'4135 E. 46.37' (6) 51110'07, W. Q R-53' a GATEWAY STREET 56'00' W. 3 a MONUMENT SIGN GATEWAY LOOP I lo 800.14' (20 `a AND II SF Z5; NON -MALL R&DD/G4 NOT TO EXCEED TRO RM9 ENVELOPES AND 7;000 SF L3) ( LII 56 SIG 146 74 ONUM I-MENT SIGN 1POSFD- JI INAL REVISIONS 8!151 89 i 11121/ 66 2/2/90 Uhl F U3.t I GATEWAY MALL Kh 111 SPRINGFIELD, OREGON it tll VA(�F.ti TARGET EXHIBIT "B" PHASE I AND PHASE II 50 0 50 loo 150 200_50. - sc21e �� fee4 Uf SHEPTS BEARING TABLE (11 $.15 53'ifi'W. 20.Y4' R-53' (2) S.15 53'16'W, 46.27 R-127' (3) $26'6204"W, 32.12' �3 (4) 8.458'00'0.. 85.15' (5) S,27'4135 E. 46.37' (6) 51110'07, W. 19.54 R-53' (7) 5.10'29 56'W 49,75' R-127' (8) x.17 29'ta'W. 31.92' . (9) S.5 4608'E. 87'27' (10) 3.30'4813'E, 46.13' REVISIONS 8!151 89 i 11121/ 66 2/2/90 Uhl F U3.t I GATEWAY MALL Kh 111 SPRINGFIELD, OREGON it tll VA(�F.ti TARGET EXHIBIT "B" PHASE I AND PHASE II 50 0 50 loo 150 200_50. - sc21e �� fee4 Uf SHEPTS 4�Wcd r- I �3 s r�pT °dna ✓ l a Baa ih A . LeI IeI QD REVISIONS 8!151 89 i 11121/ 66 2/2/90 Uhl F U3.t I GATEWAY MALL Kh 111 SPRINGFIELD, OREGON it tll VA(�F.ti TARGET EXHIBIT "B" PHASE I AND PHASE II 50 0 50 loo 150 200_50. - sc21e �� fee4 Uf SHEPTS 4�Wcd �3 °dna ) n Q � a3 to rn E Im K .J z laaa IM U® M1 w 8 REVISIONS 8!151 89 i 11121/ 66 2/2/90 Uhl F U3.t I GATEWAY MALL Kh 111 SPRINGFIELD, OREGON it tll VA(�F.ti TARGET EXHIBIT "B" PHASE I AND PHASE II 50 0 50 loo 150 200_50. - sc21e �� fee4 Uf SHEPTS