HomeMy WebLinkAboutPacket, Pre PLANNER 4/23/2021Pre -Submittal Meeting
Development and Public Works Department
Reem 61
PRE -SUBMITTAL MEETING DATE:
Friday, April 30, 2021
10:00 a.m. - 11:00 a.m.
DPW /^....L......nee Room 616
Pre -Submittal (Subdivision Tentative) #811 -21 -000081 -PRE 811-21-000085-PRO7 BRFI
Gateway LLC
Assessor's Map: 17-03-22-00 TL: 2109, 2200, 2218, 2219 & 2300
Address: 3000 Gateway St.
Existing Use: Shoppes at Gateway
Applicant has submitted plans to create 22 -lot subdivision based on lease boundaries.
Planner: Andy Limbird
Meeting: Friday, April 30, 202110:00 — 11:00 via MS Teams
SITE
VICINITY MAP
811 -21 -000085 -PRE Pre -Submittal Meeting
17-03-22-00 TL 2109, 2200, 2218, 2219 & 2300
3000 Gateway St.
BRFI Gateway LLC
r
J
f
F
VICINITY MAP
811 -21 -000085 -PRE Pre -Submittal Meeting
17-03-22-00 TL 2109, 2200, 2218, 2219 & 2300
3000 Gateway St.
BRFI Gateway LLC
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
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;
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(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
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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
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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
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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
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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:
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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)
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U8 47n-9356.1
EXHIBIT "A"
LEGAL DESCRIPTION OF DEVELOPER PARCEL
DRAFT
EXHIBIT "A"
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EXHIBIT "B"
LEGAL DESCRIPTION OF OUT PARCEL
DRAFT
EXHIBIT "B"
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EXHIBIT "C"
DEPICTION OF DEVELOPER PARCEL AND OUT PARCEL
DRAFT
EXHIBIT "C"
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EXHIBIT D
ADDITIONAL USE RESTRICTIONS
DRAFT
EXHIBIT D
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