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                                                                         EXHIBIT 10.1                           PURCHASE AND SALE AGREEMENT        THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of  the 14th day of September, 2018, by and between Apex Park at Pima, L.L.C., an Arizona limited liability  company and its assignee under the substitute lease (collectively, "Seller") and Axon Enterprise Holding  Company, LLC, a Delaware limited liability company ("Buyer") (sometimes collectively, the "Parties" and  individually, a "Party").                                         RECITALS        A.    On or about May 30, 2003, Seller entered into that certain business lease (Business Lease B-704) as amended by that certain First Amendment to Business Lease B-704 dated November 7, 2016, as the same may be amended from time to time, with Certain Allotted Landowners of Land within the Salt River Pima-Maricopa Indian Community, as "Lessor" thereunder (the "Landowners") (hereinafter the "Master Lease"), with respect to certain land located on the Salt River Pima-Maricopa Indian Community (the "Community") in Maricopa County, Arizona, commonly known as "Riverwalk" or "Riverwalk Arizona" (the "Development").        B.    Buyer and Seller have agreed to a form of Substitute Lease attached hereto as Exhibit A (the "Substitute Lease"), that Seller will assign to Buyer, and Buyer will assume, all of Seller’s rights, title and  interest under the Substitute Lease, pursuant to the terms of this Agreement.                                       AGREEMENT        IN CONSIDERATION of the respective agreements hereinafter set forth, Seller and Buyer agree as  follows:  1.    Property Included in Sale. Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller the following:              (a)   all of Seller’s interest, as Lessee, under the Substitute Lease.  Buyer acknowledges and agrees that the sale to Buyer of Seller’s interest under the Substitute Lease is and shall remain subject  and subordinate to the easements, restrictions, reservations and all other encumbrances recorded against the  underlying real property consisting of approximately 23.57 acres of land located at approximately 7400 North  Dobson Road, Scottsdale, Arizona 85256 and more particularly described on Exhibit B attached hereto and  made a part hereof (the "Real Property"), including the Declaration of Covenants, Conditions and  Restrictions recorded in the Official Records of Maricopa County, Arizona as Instrument No. 2005-0220102,  as well as that certain Amended and Restated Declaration of Covenants, Conditions, Restrictions and  Easements for Riverwalk recorded on July 15, 2008, as Instrument No. 20080616403 in the Official Records  of the Maricopa County Recorder and that certain that certain First Amendment to Amended and Restated  Declaration of Covenants, Conditions, Restrictions and Easements for Riverwalk recorded on September 17,  2013 as Instrument No. 20130832529 and that certain Second Amendment to Amended and Restated  Declaration of Covenants, Conditions, Restrictions and Easements for Riverwalk recorded on April 19, 2018  as Instrument No. 2018-0295812 in the Official Records of Maricopa County Recorder and that certain  Second Amended and Restated Declaration of Covenants, Conditions, Restrictions and Easements for  Riverwalk (in substantially the form attached hereto as Exhibit C), as amended or hereafter may be further  amended (collectively, the "Declarations").  For purposes of this Agreement, the term "Real Property" shall  





 






be limited to Seller’s leasehold interest in the Real Property pursuant to the Substitute Lease and access and  utility easements located within the original Master Lease necessary for Buyer’s use of the Substitute Lease  premises for the Substitute Lease term.  Buyer understands and acknowledges that Seller has no right, title  or interest in or to the underlying fee interest in the Real Property;             (b)   improvements located on the Real Property (if any exist); and             (c)   any rights and privileges appurtenant to the Real Property, all of which (if any exist) are agreed to be and constitute part of the Real Property. All of the items referred to in subparagraphs (a), (b) and (c) are collectively referred to as the "Property".   2.    Opening of Escrow, Purchase Price and Deposit.        2.1.  Opening of Escrow.  Within 3 days following the execution date, the Parties hereto shall each  deposit two (2) original executed counterparts of this Agreement with Title Company (defined below) and  Title Company shall notify the Parties, in writing, of its receipt of such counterparts (the “Effective Date”).  This Agreement shall serve as escrow instructions to the Title Company, as escrow holder, for consummation  of the purchase and sale contemplated hereby.  Seller and Buyer agree to execute such additional or  supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the  terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this  Agreement and any such additional or supplementary escrow instructions, the terms of this Agreement shall  control.        2.2.  Purchase Price and Prepaid Rent.              (a)   Purchase Price.  The purchase price for the Property ("Purchase Price") shall be Ten Million Two Hundred Sixty-Seven Thousand One Hundred and Fifty and No/100 Dollars ($10,267,150.00).               (b)   Prepaid Rent.  In addition to the Purchase Price, Buyer has agreed to pay a one-time prepaid rent payment to the Landowners, in accordance with the Substitute Lease.  The Prepaid Rental Amount  shall be the greater of (i) the net present value of the Substitute Lease rental stream; or (ii) an appraisal of  the fair market value of the Property performed by Seller and dated June 27, 2018  (the “Appraisal”) ("Prepaid  Rental Amount").  The Prepaid Rental Amount shall be approved by the Buyer, Landowners, the Community  and BIA prior to the expiration of the Approval Period (defined below).  Notwithstanding anything else  herein, Buyer hereby approves the Prepaid Rental Amount in an amount not to exceed Nine Million Dollars  ($9,000,000.00) as set forth in the Appraisal and Buyer may only disapprove the Prepaid Rental Amount  during the Approval Period if the Landowners, Community or BIA require a Prepaid Rental Amount in excess  of Nine Million Dollars ($9,000,000.00).  In reliance on the Buyer’s approval of an amount not to exceed  Nine Million Dollars ($9,000,000.00) as the Prepaid Rental Amount, Seller shall meet with Landowners  during the Approval Period to obtain approval of the Prepaid Rental Amount.        2.3.  Deposit.  The Purchase Price shall be paid as follows:              (a)   Escrow.  Buyer shall deposit in escrow (the "Escrow") with First American Title Insurance Company ("Title Company"), 6263 N. Scottsdale Road, Suite 110, Scottsdale, Arizona 85250  Attention: Fro Ludwig ("Escrow Agent") a deposit in the amount of ONE HUNDRED FIFTY THOUSAND  DOLLARS AND 00/100 ($150,000.00) (the "Initial Deposit") no later than the third (3rd) day following the  Effective Date.  In the event the sale of the Property as contemplated hereunder is consummated, the Deposit  and all interest earned thereon shall be credited against the Purchase Price.  Unless this Agreement is terminated  by Buyer in accordance with Section 3.4, within five days after the Due Diligence Deadline Date, Buyer  shall deposit and additional TWO HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($250,000.00)  





 






(the "Additional Deposit") into Escrow.  The Initial Deposit and Additional Deposit shall be referred to  collectively as the "Deposit."  The Deposit shall become non-refundable after expiration of the Approval  Period (as may be extended).              (b)   The balance of the Purchase Price (i.e., the Purchase Price less (i) the Deposit, and (ii) if applicable, the Closing Extension Fee (defined below) and any pro rations payable by Buyer hereunder,  shall be paid to Seller on the Closing Date (defined below).              (c)   Title Company is instructed to deposit the Deposit and the Closing Extension Fee in a federally insured money market or other similar account, subject to immediate withdrawal, at a bank or  savings and loan institution located in Phoenix, Arizona.              (d)   Interest earned on the Deposit (and the Extension Fees) shall be retained in the escrow until the Closing, at which time such interest shall be paid to Buyer; provided, however, that if this Agreement  is cancelled or terminated, the interest shall be paid to the Party entitled to receive the Deposit. Notwithstanding  the foregoing, the Closing Extension Fee and any interest earned shall be paid to Seller.              (e)   The Deposit and the Closing Extension Fee shall be paid as follows:                    (1)   If the Escrow closes, the Deposit, the Closing Extension Fee and all interest earned thereon, shall be credited against the Purchase Price.                    (2)   If this Agreement is cancelled, and pursuant to the terms of this Agreement Seller becomes entitled to receive and retain the Deposit, Title Company shall immediately pay to Seller the  Deposit and Closing Extension Fee and all interest earned thereon.                     (3)   If this Agreement is cancelled, and pursuant to the terms of this Agreement, Buyer become entitled to a return of the Deposit, Title Company shall immediately refund to Buyer the  Deposit and all interest earned thereon.   3.    Due Diligence.        3.1.  Due Diligence Period.  The "Due Diligence Period" shall commence on the Effective Date  and expire on the date that is 45 days after the Effective Date (the "Due Diligence Deadline Date").         3.2.  Right of Entry.  During the Due Diligence Period, Buyer may perform, in its discretion, site  investigations and feasibility studies and analyses with respect to the Property as deemed necessary by Buyer  pursuant to the terms of that certain Site Access and Indemnification Agreement to be entered into by the  Parties by no later than the Effective Date ("Access Agreement"), which is attached hereto as Exhibit D.  Buyer shall not access the Property until an executed Access Agreement is provided to Seller with the required  insurance certificates.  The terms of the Access Agreement shall be incorporated herein as though fully set  forth herein.  This indemnity and covenants contained in the Access Agreement shall survive the termination  of this Agreement and the Closing, as applicable, and remain in full force and effect.          3.3.  Due Diligence Activities.              (a)   During the Due Diligence Period, the following shall occur: 





 






                  (1)   Review and Approval of Material Documents and Title. Seller delivered to Buyer a complete package of Due Diligence Materials, including without limitation, those listed on the  Exhibit E attached.  Within five (5) business days after the Effective Date, Title Company will deliver to  Buyer a preliminary title report relative to the Property.   Buyer will conduct all on site investigations and  studies necessary to deem the Property acceptable.                    (2)   Submittal of Pre-App Plans.  In accordance with Section 5.3, within 21 days after the Effective Date, Buyer and Buyer’s consultants will provide Seller with preliminary plans of the  proposed development.                    (3)   Survey.  Buyer shall, at its sole cost and expense, cause the Real Property to be surveyed and an ALTA/ACSM Land Title Survey prepared in accordance with the 2016 Minimum Standard  Detail (the "ALTA Survey"), which ALTA Survey shall, among other things, include as a part thereof, a  determination of the gross acreage and the gross square footage of the entire Real Property, the identification  of each allotment and any and all other requirements of the Community.  The ALTA Survey shall be prepared  by Survey Innovations Group and shall be certified to Seller as well as Buyer.  Subject to Seller’s written  approval of the ALTA Survey (and at Seller’s option, further subject to the approval of the Community), the  gross square footage of the Real Property as indicated on the ALTA Survey shall then be used for purposes  of determining and calculating the final Purchase Price for the Real Property.                    (4)   Communication.   In accordance with Section 5.1, all submittals, correspondence, scheduling of meetings and other Community activities shall be coordinated exclusively by  Mr. Kent Moe, Seller’s representative.                    (5)   Environmental Reports.  In accordance with the terms of the Site Access Agreement, Buyer shall, at Buyer’s sole cost and expense, cause a Phase 1 environmental survey and report  to be completed on the Real Property by a duly certified and licensed professional.  In the event that the Phase  1 Report recommends completion of a Phase 2 Environmental Report, Buyer shall notify Seller and Seller  may terminate this Agreement and refund the Deposit to Buyer or Seller may cause a Phase 2 to be conducted  at Seller’s sole cost and expense.                    (6)   Financial Resources. To demonstrate that Buyer has sufficient financial resources to purchase the Property, Buyer will deliver to Seller the Buyer’s parent company’s  most recent  financial statements unless Buyer or any entity into which Buyer is consolidated for accounting purposes is  a reporting company, i.e. a company that is required to file periodic reports with the Securities and Exchange  Commission, or consolidated with such a reporting company, then Buyer shall have no obligation to deliver  financial statements hereunder as Seller may obtain same via resources available to the general public.                     (7)   Location of Access Roadway. The Parties agree that (i) the Real Property will have access as generally shown in the vicinity and roughly depicted on Exhibit F-1 attached hereto and made  a part hereof and labeled "Buyer’s Dedicated Roadway Access", "Buyer’s 1⁄2 Width Roadway Access" and  "Seller’s Dedicated Roadway Access" (the "Access Roadway"); (ii) the roadways shown as "Seller’s  Dedicated Roadway Access" shall be accepted by Buyer in its existing "as-is" and "where is" condition with  all faults; (iii) the costs and expenses associated with Buyer’s Dedicated Roadway Access and Buyer’s 1⁄2  Width Roadway Access shall be paid by Buyer (and Buyer shall include such roadways as necessary on the  submittals for approval of the CUP & DRC Package); and (iv) the Parties shall, during the Due Diligence  Period, negotiate an agreement related to the construction of the Buyer’s Dedicated Roadway Access, Buyer’s  1⁄2 Width Roadway Access and Seller’s Dedicated Roadway Access to govern timing and construction rights. 





 






            (b)   Expiration of the Due Diligence Period.  Unless otherwise stated herein, Buyer shall have the right to terminate this Agreement by written notice to the Title Company and Seller at any time prior  to the expiration of the Due Diligence Period and upon such termination, Seller and Buyer shall have no  further obligations under this Agreement, except for Buyer’s obligations that survive termination of this  Agreement, and the Deposit, less all escrow cancellation charges and costs, will be returned to Buyer.  If  Buyer does not terminate the Agreement prior to the expiration of the Due Diligence Period, Buyer shall be  deemed to have waived its right to terminate during the Due Diligence Period and the Deposit shall be non- refundable to Buyer unless otherwise provided for in this Agreement.  4.    Approval Period.        4.1.  Timeframe for Required Approvals.  Unless extended pursuant to Section 4.2, Buyer and  Seller shall have 150 days after the Due Diligence Deadline Date (the "Approval Period") to obtain the  approvals listed below (the "Required Approvals"):              (a)   Community Approvals (defined below in Section 5); and              (b)   To the extent required to finalize the Prepaid Rent Amount, approvals of the Appraisal submitted by Seller to BIA and SRPMIC;              (c)   the Substitute Lease (including the Prepaid Rental Amount and timing thereof) and the Assignment by the Landowner, and Secretary and the Community ("Substitute Lease Approval"). Seller or Buyer (as the case may be) shall deliver written notice to the other Party hereto of its receipt of any  of the Required Approvals promptly after obtaining the same (regardless of whether or not such Approvals  are received prior to, on or after the Approval Deadline).        4.2.  Extension Periods.   In the event Buyer has not obtained the Community Approvals prior to  the expiration of the Approval Period and provided that Buyer is not in default of this Agreement, Buyer  may, at its option, extend the Approval Period for 30 days by providing written notice to Seller (the "First  Extension Period").  If Buyer has not obtained the Community Approvals prior to the expiration of the First  Extension Period and provided that Buyer is not in default of this Agreement, Buyer may extend the Approval  Period for an additional 30 days by providing written notice to Seller.        4.3.  Expiration of Approval Period.              (a)   If the Required Approvals are not obtained prior to the expiration of the Approval Period, as the same may be extended, Buyer may terminate this Agreement and the Deposit will be fully  refundable and immediately returned to Buyer.  Upon termination, Buyer shall be refunded the Deposit and  neither Buyer nor Seller shall have any liability hereunder except for those obligations which expressly  survive the termination of this Agreement.               (b)   If the Required Approvals are obtained prior to the expiration of the Approval Period, as the same may be extended, Buyer shall be deemed to have waived its right to terminate this Agreement  in accordance with this Section 4 and the Deposit shall be non-refundable.  5.    Community Approvals.  For purposes of this Agreement, the term "Community Approvals" shall mean the Conditional Use approvals from the Land Management Board and/or any Tribal Council approvals (if required); and Design Review Committee Approval and/or any necessary zoning approvals from the Community Development Department. 





 






      5.1.  Development Consultant.  During the Due Diligence Period and Approval Period, Buyer shall  engage Seller to serve as its consultant to deal exclusively with the Community on all necessary Community  Approvals described in this Section 5 and the Required Approvals.  All coordination of meetings with the  Community shall be handled exclusively through Seller’s representative pursuant to a separate consulting  agreement that shall be effective prior to Buyer conducting any due diligence on the Real Property and  executed by both Parties prior to the Effective Date (the "Pre-Development Agreement") attached hereto  as Exhibit G.        5.2.  Design.  Buyer shall submit the Master Plan; Site Plan; and Colored Elevations (the  "Conceptual Plans") to Seller within 5 days of the Effective Date.  Seller shall then have 10 days to review  the Conceptual Plans and provide any comments to Buyer.  Buyer shall incorporate Seller’s comments (if  any) and after obtaining Seller’s approval to the revised Conceptual Plans, the Parties agree that such approved  Conceptual Plans shall form the basis for moving forward with the Pre-App Plans (defined below).  Seller’s  approval shall constitute approval by the Architectural Review Committee of the Association.  Buyer and  Buyer’s Consultants shall continue to design the Real Property improvements consisting of an approximate  325,000 square foot AXON corporate headquarters building, containing corporate office space, light assembly  manufacturing, warehouse space, public space, and other first class related amenities, driveways, sidewalks,  parking structures, lots and areas, parking lot lighting, landscaping, off-site improvements (including  extensions of existing utilities, if required), as generally shown on Exhibit F-1 (Access), Exhibit F-2 (Water/ Sewer), and Exhibit F-3 (Electric/Gas/Telephone) attached hereto, provided that, Buyer shall not be required  to design and obtain permits for the sewer line improvements that are to be constructed by Seller pursuant  to Section 6.2 (collectively, the "Buyer Improvements").  Buyer shall be responsible for all costs associated  with the Buyer Improvements including the off-site improvements shown on Exhibit F-1, Exhibit F-2 and  Exhibit F-3, except for the sewer line improvements on Exhibit F-2 described in Section 7.2 and the existing  access roads labeled Seller’s Dedicated Access on Exhibit F-1 and described in Section 3.3(a)(7).         5.3.  Pre-Application Plans.  At a minimum, Buyer’s plans shall include: Master Plan; Site Plan;  Colored Elevations; Conceptual Grading & Drainage Plans; Conceptual Utility Plans; and Conceptual  Landscape Plans (the "Pre-App Plans").  Buyer shall provide the Pre-App Plans to Seller no later than 21  days after the Effective Date.  Seller shall then have 10 days to review the Pre-App Plans and provide any  comments to Buyer.  Buyer shall incorporate Seller’s comments (if any) and after obtaining Seller’s approval  to the revised Pre-App Plans, the Parties agree that such approved Pre-App Plans shall form the basis for  moving forward and Buyer shall formally submit the Pre-App Plans for approvals by the Community and  any other governmental or quasi-governmental unit, no later than the day following the Due Diligence  Deadline Date.  Seller shall be responsible for obtaining approval of the Pre-App Plans from the Architectural  Review Committee of the Association and shall provide Buyer with a letter of approval.  To ensure consistency  in the overall design integrity of the land located on the Community in Maricopa County, Arizona, commonly  known as "Riverwalk" or "Riverwalk Arizona," during the design and construction process, Buyer covenants  that it will, at its sole cost and expense, hire and utilize Civil Engineering Consultants for civil engineering  work associated with the Real Property.        5.4.  CUP  & DRC  Plans.  Following the Pre-Application meeting and comments from the  Community Development Department, Buyer and Buyer’s Consultants shall prepare, for review and approval  by Seller, the application materials for a request for Conditional Use Permit and Design Review Committee  (the "CUP & DRC Package").  Buyer shall provide the CUP & DRC Plans to Seller no later than 75 days  after the Pre-App meeting.  Seller shall then have 14 days to review the CUP & DRC Plans and provide any  comments to Buyer.  Buyer shall incorporate Seller’s comments (if any) and after obtaining Seller’s approval  to the revised CUP & DRC Plans, the Parties agree that such approved CUP & DRC Plans shall form the  basis for moving forward and Buyer, with Seller’s approval, shall formally submit the CUP & DRC Plans  





 






for approvals by the Community in substantial conformance with the Pre-App Plans.  The CUP & DRC  Packages shall be submitted to the Community and Buyer shall take all necessary action to obtain Community  Approvals and all other Required Approvals during the Approval Period as set forth in Section 4.  Seller shall  be responsible for obtaining approval of the CUP & DRC Package from the Architectural Review Committee  of the Association and shall provide Buyer with a letter of approval.        5.5.  Signage.  As part of the CUP and DRC submittal, Buyer shall submit any Buyer signage  requirements and obtain (a) Seller’s written approval of its proposed signage (which shall also constitute  approval by the Architectural Review Committee of the Association); and (b) approval of the Community.  All signage in the Development shall comply with the Comprehensive Sign Criteria for Riverwalk (per  approved CUP and DRC Packages), as determined by Seller from time to time, and the applicable provisions  in the Master Lease.  Buyer shall have the right, to the extent permitted by applicable governmental laws,  regulations and ordinances, to erect its own signage on the Property.  All costs associated with Buyer’s signage,  including installation and maintenance costs, shall be paid by Buyer.  In the event that an update to the  Comprehensive Sign Criteria for Riverwalk is required for Buyer’s signage within the Development, Buyer  may, at its sole cost and expense, obtain such update; provided Buyer obtains Seller’s prior written approval  of the amendment and utilizes JRC Design as its sign consultant.  6.    Closing and Escrow.        6.1.  Closing Date.  Closing of the transaction will occur on the date on which Seller conveys to  Buyer title to the Real Property (the "Closing"), subject to obtaining the Required Approvals.  Subject to an  extension pursuant to Section 6.2, the Closing shall occur on the business day that is 30 days after all the  Required Approvals are obtained for the transaction (the "Closing Date").        6.2.  Closing Extension Fee.  After all Required Approvals are obtained and prior to the Closing  Date, Buyer may, in its sole discretion, extend the Closing Date by up to 120 days by (i) providing written  notice to Seller of its intent to extend the Closing Date; and (ii) depositing into Escrow a non-refundable  payment in the amount of ONE MILLION ONE  HUNDRED    THOUSAND    DOLLARS AND    00/100  ($1,100,000.00) ("Closing Extension Fee").  The Closing Extension Fee will be applied to the Purchase  Price on the Closing Date, as extended.  In the event that Buyer fails to close by the Closing Date (as extended),  this Agreement shall terminate and the Closing Extension Fee and the Deposit shall be released to Seller and  neither party shall have any further rights or obligations under this Agreement except for those that survive  termination.        6.3.  Title to the Property.  At the Closing, Seller shall convey to Buyer title to the Real Property  by duly executed and acknowledged Assignment of Amended and Restated Substitute Lease substantially in  the form attached as Exhibit H (the "Assignment"), will be recorded at Closing.  Prior to the expiration of  the Approval Period and at the Closing, Seller at no cost to Buyer, shall obtain from the Title Company for  Buyer an American Land Title Association Standard Leasehold Owner’s Policy (2006) (without revision,  modification or amendment) in the amount of not less than the sum of the Purchase Price and Prepaid Rent  Amount, insuring title to the Real Property (including acceptable endorsements insuring access and utilities)  (the "Title Policy").  Buyer, at its sole cost and expense, shall also be entitled to obtain extended owner’s  leasehold estate coverage insuring the leasehold interest of Buyer for an amount equal to the value of the  leasehold and Buyer’s Improvements.  Buyer shall also pay any additional premium(s) for any endorsements,  lenders’ policy or any other title insurance requirements of Buyer or Buyer’s title insurer.  Seller will use  reasonable efforts, at no out-of-pocket expense to Seller, to comply with any reasonable requirements of the  title insurer regarding the issuance of an extended owner’s leasehold title insurance policy to Buyer.  After  expiration of the Approval Period, Buyer’s ability to obtain extended coverage title insurance, lender’s title  





 






insurance or any particular title insurance endorsements, however, shall not be a condition to the effectiveness  of this Agreement.        6.4.  Delivery to Escrow by Seller.  At or before the Closing, Seller shall deposit with Title Company,  in escrow, the following:              (a)   three (3) originals of the duly executed and acknowledged Assignment of Substitute Lease, with Lessor, Community and BIA approvals attached;              (b)   three (3) originals of a duly executed affidavit pursuant to Section 1445(b)(2) of the Federal Code, and on which Buyer is entitled to rely, that Seller is not a "foreign person" within the meaning  of Section 1445(f)(3) of the Federal Code;              (c)   two (2) originals of a duly executed Roadway Agreement (to the extent necessary, with Lessor, Community and BIA approvals attached) pursuant to Section 3.3 (a)(7);              (d)   one (1) original of the Substitute Lease signed by (i) the Spokespersons, (ii) to the extent required by the Title Company, Community or BIA, by the applicable percentage of the Landowners  required under 25 USC 2218(b), (iii) to the extent required, any Landowners that own more than 50% of any  one allotment, (iv) the Community, (v) BIA and (vi) Seller (including any documents required thereunder);              (e)   a bill of sale conveying to Buyer, free and clear of all liens and encumbrances, all of Seller’s personal property located on the Real Property;              (f)   an original, duly executed Subordination and Non-Disturbance Agreement, in recordable form, with the Community, the Landowners and any lender thereof guaranteeing access to the  Property in the event that Seller’s leasehold is foreclosed;              (g)   an original, duly executed estoppel from the Community and the Landowners certifying to Buyer and any lender of Buyer that there are no defaults under the Master Lease, Substitute  Lease and any/all access (ingress, egress, utilities) leasehold easements;              (h)   an original, duly executed estoppel from any lender of Seller or the Landowners certifying that there are no defaults under any financing that may encumber the Seller’s or Landowners’  respective interests in the property;               (i)   a closing statement prepared by the Title Company duly executed by Seller in form and content reasonably satisfactory to Buyer and Seller; and              (j)   any other instruments, records or correspondence in Seller’s possession called for hereunder which have not previously been delivered to Buyer.        6.5.  Delivery to Escrow by Buyer.  At or before the Closing, Buyer shall deposit with Title  Company, in escrow, the following:              (a)   a duly executed and acknowledged Assignment of Substitute Lease;              (b)   a closing statement duly executed by Buyer in form and content satisfactory to Buyer and Seller; 





 






            (c)   resolutions, authorizations and organizational documents relating to Buyer and its members, partners, principals or shareholders, as applicable, as shall be reasonably required by Title Company;  and              (d)   the balance of the Purchase Price.  Seller and Buyer shall each deposit such other instruments as are reasonably required by the Title Company  or otherwise required to close the escrow and consummate the transaction contemplated hereby in accordance  with the terms hereof.        6.6.  Apportionments.  The following are to be apportioned as of the Closing Date, as follows:              (a)   Rent. Rent under the Substitute Lease shall be apportioned as of the Closing Date, regardless of whether or not such rent has been paid.               (b)   Other Apportionments. Buyer shall pay for the ALTA Survey, the Phase 1 Environmental Report and any update to the ALTA Survey or the Phase 1 of the Property.  Seller will pay  for the cost of a title policy as required under Section 6.2.  Buyer shall be responsible for payment of any  premiums or charges in excess of the cost of title policy required to be paid by Buyer under Section 6.2.  Escrow fees and recording fees, if any, shall be paid in equal shares by Buyer and Seller. Seller shall pay the  cost of the documentary transfer taxes applicable to the sale.  All other costs and charges of the escrow for  the sale not otherwise provided for in this Section 6.6 or elsewhere in this Agreement shall be allocated in  accordance with the closing customs for Maricopa County, Arizona.              (c)   Possessory Interest Taxes and Special Assessments. Non-delinquent general real estate taxes for the tax year of the Closing and any assessments against the Property, including interest in connection  payable therewith, for the tax year of the Closing shall be prorated by Seller and Buyer as of the Closing  Date.              (d)   Post-Closing Reconciliation. If any of the aforesaid prorations cannot be calculated accurately on the Closing Date, then they shall be calculated as soon after the Closing Date as feasible, but  in any event, not later than thirty (30) days after the last of the calendar year in which the Closing shall occur  and either Party owing the other Party a sum of money based on such subsequent proration(s) shall promptly  pay said sum to the other Party.              (e)   Survival.  The provisions of this Section 6.6 shall survive the Closing.        6.7.  Closing Instructions.  At the Closing, Title Company shall:              (a)   at such time as Title Company is irrevocably obligated to issue the Title Policy to Buyer, record a Memorandum of Substitute Lease and the Assignment in the (1) Official Records of Maricopa  County, Arizona (2) Community’s Title Office, and (3) Bureau of Indian Affairs Title Office.              (b)   deliver to Seller the Purchase Price (as adjusted for the prorations hereunder) by wire transfer of immediately available federal funds to a bank account designated by Seller in writing to Title  Company. 





 






            (c)   deliver to Seller and Buyer the closing statements approved by Seller and Buyer, as applicable.              (d)   deliver the Title Policy to Buyer.  7.    Post-Closing Development Covenants.  Buyer and Seller agree to the following process and schedule for the post-closing development of the Property, which covenants, conditions and agreements shall survive Closing:        7.1.  Permit Plans.  Buyer shall prepare all application materials as necessary to obtain a building  permit and sign permit(s) from the Community, including but not limited to, a complete set of construction  documents and specifications for the off-site, site, shell building and other improvements and amenities on  the Real Property suitable for bidding, permitting and construction processes (the "Permit Plans").  The  Permit Plans shall be prepared in accordance with the approved DRC Package and as required for this  Agreement, the Substitute Lease, the Declarations, Community Approvals and applicable zoning and  Community codes and regulations (as amended).  Further, Buyer shall also be responsible for compliance  with any Community requirements, approvals or zoning regulations in the event Buyer seeks to expand the  improvements shown on the Conceptual Plans.  Buyer shall diligently pursue and obtain approval of the  Permit Plans.  Buyer shall not make any material changes to the Permit Plans unless such revised Permit  Plans ("Revised Permit Plans") have been submitted to Seller and the Revised Permit Plans have been  approved by Seller in advance of submission to the Community.  In such event, Buyer shall also provide a  copy of the Community approval of the Revised Permit Plans to Seller.  For the sake of clarity, Buyer is not  required to obtain Seller approval of the initial Permit Plans provided such plans are prepared in accordance  with the approved DRC Package.  Buyer is only required to obtain Seller approval on any Revised Permit  Plans.        7.2.  Sewer Line Improvements.   Sewer line improvements for the Property shall be located  at either Option 1 or Option 2 as shown on Exhibit F-2.  Buyer shall provide sewer capacity requirements  during the Due Dilgence Period to allow Seller to determine whether the sewer line improvements at  Option 1 have adequate capacity to meet Buyer’s requirements and if so, Buyer shall use the existing  sewer line located at Option 1.  If Option 1 cannot adequately meet Buyer’s sewer capacity needs, Seller  shall commence construction of the 8 inch sewer line at the location shown as Option 2 on Exhibit F-2 by  not later than 4 months after the Permit Approval Date ("Seller Sewer Line Improvements").  Seller shall  cause its Seller Sewer Line Improvements to be substantially completed materially in accordance with those  Permit Plans as shall have been approved in writing by Buyer, the Community and all applicable approving  authorities, and Seller shall use its commercially reasonable efforts to cause the Seller Sewer Line  Improvements to be finally completed and fully operational no later than 7 months following the Permit  Approval Date.  Notwithstanding the above, Seller must complete the sewer line on a lien free basis with all  costs of labor and materials for such work fully and completely paid and satisfied by Seller.  Buyer grants  Seller the right to use the Real Property for construction purposes associated with the Seller Sewer Line  Improvements and any other improvements to be constructed by Seller.  Seller shall ensure that the Seller  Sewer Line Improvements include a warranty against defects for one (1) year following completion.        7.3.  Reservation of Rights.  Seller (and after Closing, the Governing Body in accordance with the  CC&RS ) hereby reserves the right and option, and reserves unto itself, its tenants, sublessees, subtenants,  users, employees, agents, servants, contractors, invitees, successors, assigns and other parties and their  respective vehicles, equipment, fixtures and improvements to grant, have and hold one or more easements  and rights-of-way upon, across, over and through the Real Property for purposes of a cross-access easement,  driveway, access drive, roadway, signage and utilities easement and right-of-way, right of ingress, egress and  





 






access, right to install, construct, maintain, repair and replace roadways, bridges, utilities and improvements  and common area access; provided that such easements and right of ways shall not interfere with Buyer's  Improvements or materially reduce the value of the Real Property.        7.4.  General Guidelines.  Buyer shall construct the Buyer Improvements at its sole cost and expense,  in a good and workmanlike manner, in material conformance with the approved Permit Plans and in  compliance with applicable laws, regulations, building codes and applicable CC&R and other land use  restrictions of record.  The general contractor for the construction of the Buyer Improvements shall be licensed  and bonded in Arizona and shall be subject to Seller’s reasonable prior written approval (provided that Oakland  Construction is hereby deemed to be approved by Seller).        7.5.  Alterations.  Removal or demolition of any improvements, alterations, additions or repairs to  any exterior improvements that require Design Review Committee (or similar department of the Community)  approval shall not be made without the prior consent of the Governing Body in accordance with the CC&Rs,  Master Lessor and the Community and the approval of the Secretary, which consent and approval shall not  be unreasonably withheld or delayed.  Buyer shall prepare and submit its plans for removal or demolition of  improvements or exterior alterations, additions or repairs to any improvements requiring Design Review  Committee approval to the Master Lessor, the Community and the Secretary in writing, and to the Governing  Party in accordance with the CC&Rs.  Unless earlier approved, or rejected in writing, such plans shall be  deemed approved 30 days following submission.  Alterations or repairs to the interior of buildings do not  require approval of Seller, Governing Body, Master Lessor, Community, or Secretary.  Notwithstanding the  foregoing, any improvements, alterations, additions or repairs to any improvement to (i) the exterior of the  Real Property (regardless of cost) that require Community permits shall first be submitted and approved by  the Seller and (ii) the interior of any building does not require approval of Seller, Governing Body, Master  Lessor, Community or Secretary (however, Buyer acknowledges that building permits may be required).  8.    Representations and Warranties of Seller.  Seller hereby represents and warrants to and covenants with Buyer as follows:              (a)   Seller is an Arizona limited liability company duly organized and validly existing and in good standing under the laws of the State of Arizona; this Agreement and all documents executed by Seller  which are to be delivered to Buyer at the Closing are and at the time of the Closing will be duly authorized,  executed and delivered by Seller, are and at the time of the Closing will be legal, valid and binding obligations  of Seller enforceable against Seller in accordance with their respective terms, are and at the time of the Closing  will be sufficient to convey title (if they purport to do so), and do not and at the time of the Closing will not  violate any provision of any agreement or judicial order to which Seller or the Property is subject.              (b)   Seller is not a party to any pending or, to its actual present knowledge with no duty of investigation or inquiry threatened action, suit, proceeding or investigation, at law or in equity or otherwise,  in, for or by any court or governmental board, commission, agency, department or officer arising from or  relating to this transaction, the Property or to the past or present operations and activities of Seller upon or  relating to the Property. No litigation, administrative or other proceeding (including any condemnation  proceeding), or order or judgment is pending, outstanding, or to Seller’s actual, present knowledge threatened  against or relating to any portion of the Property or which could affect the performance by Seller of any of  its obligations under this Agreement.              (c)   Seller holds the leasehold interest in the Property and no other party has any interest in the Property other than Seller’s leasehold interest and Landowners’ fee interest. 





 






            (d)   The Master Lease is in full force and effect, has not been altered, amended or modified except pursuant to any amendments disclosed by Seller. Neither the landlord named in the Master Lease or  Substitute Lease nor Seller is in default under the Master Lease or Substitute Lease, nor has any event or  circumstance occurred, to the knowledge of Seller that would with the passage of time or giving of notice,  or both, result in an event of default under the Master Lease or Substitute Lease by such landlord and/or  tenant. Seller as tenant has not given written notice of any offsets, defenses or claims available against Rent  or other  charges  or amounts payable by it or other performance or obligations otherwise due from it under  the Master Lease or Substitute Lease.              (e)   Neither Seller nor any of its managers or members are the subject debtor(s) under any federal, state or local bankruptcy or insolvency proceeding, or any other proceeding for dissolution, liquidation  or winding up of its assets, and, to the best of Seller’s knowledge, no such actions have been threatened  against Seller or its managers and members.              (f)   Seller has not received any written notice and has no knowledge of any pending or threatened condemnation action or proceeding affecting any portion of the Property.              (g)   Seller has delivered to Buyer with the Material Documents all documents within the possession or control of Seller that are related to the Property in any way.              (h)   Seller has not received written notice from any governmental or regulatory agency of any violation of any environmental law related to the Property or the presence or release of any hazardous  materials on or from the Property.              (i)   Seller has received no written notice nor, to the best of Seller’s knowledge, is any such notice pending or threatened in writing, from any governmental authority having jurisdiction over the Property,  or from any other person or entity, to the effect that the Property is not currently in compliance with applicable  laws and ordinances, including, without limitation, environmental, zoning, ADA compliance, subdivision,  building or similar laws, ordinances, codes, orders or regulations, and Seller has no actual knowledge that  the Property is not currently in compliance with all applicable laws and ordinances.               (j)   On the Closing Date there will  be no outstanding contracts made by Seller for any improvements to the Property which have not been fully paid for, and Seller shall cause to be discharged all  mechanics or materialmen’s liens arising from any labor or materials furnished to the Property prior to the  Closing Date.              (k)   Seller is not a "foreign person" within the meaning of Section 1445(0(3) of the Federal Code.              (l)   To Seller’s actual knowledge, Seller: (i) are not under investigation by any governmental authority for, or have been charged with, or convicted of, money laundering, drug trafficking,  terrorist-related activities, any crimes which in the United States would be predicate crimes to money  laundering, or any violation of any Anti Money Laundering Laws (as hereinafter defined in this Article); (ii)  have not been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (iii) have not  had any of its funds seized or forfeited in any action under any Anti Money Laundering Laws. The term  "Anti•MoneyLaundering  Laws" shall mean all applicable laws, regulations and sanctions, state and federal,  criminal and civil, that: (w) limit the use of and/or seek the forfeiture of proceeds from illegal transactions;  (x) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (y) require identification 





 






and documentation of the parties with whom a financial institution conducts business; or (z) are designed to  disrupt the flow of funds to terrorist organizations.              (m)   That the copies of the Master Lease, Substitute Lease and applicable Declarations provided to Buyer by Seller are true and complete copies of the then-current Master Lease, Substitute Lease  and Declarations, that the Master Lease and Substitute Lease are in full force and effect and that Seller is not  in default under either the Master Lease or Substitute Lease.              (n)   To Seller’s actual knowledge, that Exhibit F-3 hereof accurately depict the location of electric, gas, telephone, and Exhibit F-2 depicts the location of the water utilities on, or near the Real Property.              (o)   To the extent Seller has authority to do so (and without any inquiry or knoweldge), the use by Buyer of the Buyer Improvements, as approved by Seller pursuant to this Agreement, does not  violate the Declarations (specifically Section 5.2(c)(vii) and (c)(viii).  The representations and warranties set forth in this Section 8 are true and correct on the Effective Date, shall  be true and correct on the Closing Date, and shall survive the Closing for a period of one (1) year. Buyer’s  obligation to complete Closing is subject to the foregoing representations and warranties being true and  correct on the Closing Date. If such representations and warranties are not true and correct at Closing, Buyer  shall have the right to terminate this Agreement and, notwithstanding any provision of this Agreement to the  contrary, to receive a refund of the Deposit. If prior to the Closing, Seller becomes aware that any representation  or warranty set forth in this Agreement that was true and correct on the date of this Agreement has become  incorrect due to changes in conditions or the discovery by Seller of information of which Seller were unaware  on the date of this Agreement, then Seller shall immediately notify Buyer thereof and the representations and  warranties set forth herein which are to be remade and reaffirmed by Seller at the Closing shall be supplemented  by such new information. If such notification occurs after expiration of the Approval Period, and if in Buyer’s  reasonable judgment such change in condition or new information has a material adverse impact on the  Property or transactions contemplated hereunder, Buyer may elect within five (5) business days after receipt  of such notice to provide written notice to Seller of Buyer’s intent to terminate this Agreement.  9.    Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows:              (a)   Buyer is a corporation duly organized and validly existing and in good standing under the laws of the Delaware.  This Agreement and all documents executed by Buyer which are to be delivered  to Seller at the Closing are and at the time of the Closing will be duly authorized, executed and delivered by  Buyer, are and at the time of the Closing will be legal, valid and binding obligations of Buyer enforceable  against Buyer in accordance with their respective terms, and do not and at the time of the Closing will not  violate any provision of any agreement or judicial order to which Buyer is subject.  Buyer shall have obtained  final approval of this Agreement by its Board of Directors.               (b)   Buyer represents and warrants that (a) Buyer and each person or entity owning an interest in Buyer is (i) not currently identified on the Specially Designated Nationals and Blocked Persons  List maintained by the OFAC and/or on any other similar List, (ii) not a person or entity with whom a citizen  of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other  prohibition of United States law, regulation, or Executive Order of the President of the United States, and  (iii) not an "Embargoed Person" (b) to Buyer’s actual knowledge, none of the funds or other assets of Buyer constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person (as 





 






hereinafter defined), and (c) to Buyer’s actual knowledge, no Embargoed Person has any interest of any  nature whatsoever in Buyer (whether directly or indirectly).              (c)   Buyer covenants that during the entire course of the design and construction process for the Real Property it shall, at its sole cost and expense, hire and utilize consultants selected by Seller for  civil engineering design (Civil Engineering Consultants).              (d)   EXCEPT   AS  EXPRESSLY   SET  FORTH   IN  THIS  AGREEMENT,    IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE  ANY  WARRANTIES    OR REPRESENTATIONS    OF  ANY  KIND  OR CHARACTER,    EXPRESS  OR  IMPLIED, WITH MASTER LEASE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR  REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR  PURPOSE,  TITLE,  ZONING,  TAX  CONSEQUENCES,     LATENT   OR  PATENT  PHYSICAL   OR  ENVIRONMENTAL      CONDITION,   UTILITIES,  OPERATING    HISTORY   OR   PROJECTIONS,  VALUATION,  GOVERNMENTAL APPROVALS,       THE  COMPLIANCE    OF THE  PROPERTY   WITH  GOVERNMENTAL     LAWS,  THE TRUTH ACCURACY     OR  COMPLETENESS    OF  THE PROPERTY  RELATED  DOCUMENTS     OR ANY  OTHER  INFORMATION    PROVIDED   BY OR  ON BEHALF   OF  SELLER TO  BUYER,  OR ANY  OTHER   MATTER   OR THING  REGARDING THE    SAME.   BUYER  ACKNOWLEDGES AND AGREES        THAT  UPON  THE  CLOSING  SELLER  SHALL ACCEPT    THIS  PROPERTY AND ALL OF SELLER’S INTEREST IN THE SUBSTITUTE LEASE IN "AS IS, WHERE  IS CONDITION  WITH  ALL  FAULTS  AND  DEFECTS,"  EXCEPT  TO  THE  EXTENT  EXPRESSLY  PROVIDED OTHERWISE IN THIS AGREEMENT.              (e)   BUYER AGREES    THAT, EXCEPT AS   SPECIFICALLY  SET  FORTH  IN THIS AGREEMENT, BUYER IS NOT RELYING ON ANY WARRANTY OR REPRESENTATION OF SELLER  OR ANY AGENT,   EMPLOYEE,   REPRESENTATIVE,   MEMBER   OR MANAGER    OF  SELLER, AND  THAT  BUYER   IS ACQUIRING   THE  PROPERTY,  AND  ALL  IMPROVEMENTS     THEREON   OR  THEREUNDER,    BASED   UPON   BUYER’S   EXAMINATION    AND   INVESTIGATION   OF  THE  PROPERTY AND THE EXERCISE OF BUYER’S JUDGMENT, "AS IS," "WHERE IS" SUBJECT TO  ALL  FAULTS  AND  DEFECTS   AND  WITHOUT   ANY  EXPRESSED,   IMPLIED  OR  STATUTORY  WARRANTIES   OR  REPRESENTATIONS    OF ANY   KIND, INCLUDING,  BUT  NOT  LIMITED  TO,  MATERIALS,   WORKMANSHIP,     GOOD   AND   WORKMANLIKE      CONSTRUCTION,    DESIGN,  CONDITION,   HABITABILITY,  TENANTABILITY,    FITNESS  FOR  A PARTICULAR    PURPOSE,  MERCHANTABILITY, ACCESS TO PUBLIC ROADS, INCOME POTENTIAL, FUTURE VALUE, THE  ENVIRONMENTAL CONDITION OF THE PROPERTY OR THE CONDITION OR SUITABILITY OF  ALL ONSITE AND   OFFSITE  IMPROVEMENTS,    INCLUDING   COMMON AREAS, AND      SELLER  HEREBY DISCLAIMS ANY SUCH WARRANTY.  BY THE EXPIRATION OF THE DUE DILIGENCE  PERIOD,  BUYER  AGREES   THAT  BUYER   SHALL   HAVE  DETERMINED    (1) THE  PHYSICAL  CONDITION OF THE PROPERTY AND ALL ONSITE AND OFFSITE IMPROVEMENTS, INCLUDING  COMMON AREAS, AND THAT THERE IS NO DEFECT OF CONDITION WHICH IS UNACCEPTABLE  TO BUYER, (2) WHETHER ANY PORTION OF THE PROPERTY LIES IN ANY FLOOD PLAIN, FLOOD  WAY  OR  SPECIAL  FLOOD   HAZARD   AREA,  (3) WHETHER   ANY  GEOLOGICAL    FAULT  OR  UNSATISFACTORY SOIL CONDITION EXISTS ON ANY PORTION OF THE PROPERTY, INCLUDING  COMMON AREAS, (4) THAT ALL ENVIRONMENTAL CONDITIONS RELATING TO THE PROPERTY  AND  COMMON    AREAS   ARE ACCEPTABLE    TO  BUYER,  AND  (5) THAT ALL  FEES,  COSTS,  PERMITS AND OTHER EXPENSES AND OBLIGATIONS ASSOCIATED WITH THE DEVELOPMENT  OF THE PROPERTY, WHETHER KNOWN OR UNKNOWN, ARE ACCEPTABLE TO BUYER. 





 






            (f)   HAVING  BEEN  GIVEN THE  OPPORTUNITY TO    INSPECT   THE PROPERTY AND  ALL  ONSITE AND   OFFSITE IMPROVEMENTS,     INCLUDING   COMMON    AREAS, BUYER  ACKNOWLEDGES THAT AS OF THE EXPIRATION OF THE DUE DILIGENCE PERIOD BUYER (1)  SHALL BE THOROUGHLY ACQUAINTED WITH THE PHYSICAL CONDITION OF THE PROPERTY  AND ALL ONSITE AND OFFSITE IMPROVEMENTS, INCLUDING COMMON AREAS, AND (2) IS  RELYING SOLELY ON ITS OWN INVESTIGATION AND INSPECTION OF THE PROPERTY AND  ALL ONSITE AND OFFSITE IMPROVEMENTS, INCLUDING COMMON AREAS, AND NOT ON ANY  INFORMATION PROVIDED OR TO BE PROVIDED BY OR ON BEHALF OF SELLER OR ANY AGENT  OF SELLER.  BUYER FURTHER ACKNOWLEDGES THAT NO INDEPENDENT INVESTIGATION  OR VERIFICATION   HAS  BEEN   OR WILL  BE  MADE   BY  SELLER  WITH  RESPECT   TO ANY  INFORMATION SUPPLIED BY OR ON BEHALF OF SELLER CONCERNING THE PROPERTY, ALL  ONSITE AND OFFSITE IMPROVEMENTS, INCLUDING COMMON AREAS, OR THE MATERIAL  DOCUMENTS, AND    SELLER   HAS MADE   NO  REPRESENTATION AS    TO THE ACCURACY    OR  COMPLETENESS OF SUCH INFORMATION ITSELF.              (g)   BUYER ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT BUYER’S ACCEPTANCE    OF  THE   PROVISIONS   OF  THIS  SECTION    CONSTITUTES   A  MATERIAL  INDUCEMENT FOR SELLER TO ENTER INTO THE TRANSACTION CONTEMPLATED BY THIS  AGREEMENT AND THAT ABSENT SUCH ACCEPTANCE, SELLER WOULD NOT ENTER INTO THIS  AGREEMENT.  ANY ATTEMPT BY BUYER TO PURSUE A CLAIM BASED UPON ANY CLAIMED  REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES  NOT EXPRESSLY EMBODIED IN THIS AGREEMENT SHALL CONSTITUTE A DEFAULT BY BUYER  UNDER   THIS AGREEMENT.     BUYER   ON  ITS BEHALF   AND  ON  BEHALF   OF  ITS HEIRS,  SUCCESSORS   AND  ASSIGNS,  HEREBY   UNCONDITIONALLY     AND   FOREVER   WAIVES  ANY  CLAIM AGAINST   SELLER  OR ANY AFFILIATE   OF  SELLER  BASED  (1) UPON ANY  CLAIMED  REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENT OR GUARANTIES  NOT EXPRESSLY EMBODIED IN THIS AGREEMENT, (2) ON THE CONDITION OF THE PROPERTY,  OR (3) ON THE  CONDITION   OF ALL  ONSITE AND   OFFSITE  IMPROVEMENTS,    INCLUDING,  WITHOUT LIMITATION, COMMON AREAS.              (h)   BUYER, AS A SOPHISTICATED BUYER, HEREBY ACKNOWLEDGES THAT THE COST OF THE WAIVERS CONTAINED IN SECTION 8 WERE NEGOTIATED BETWEEN THE  PARTIES AND INCLUDING IN THE PURCHASE PRICE.  THE PROVISIONS OF SECTION 7 SHALL  SURVIVE THE CLOSING AND SHALL BIND ANY SUCCESSOR OR ASSIGN OF BUYER TO ANY  PORTION OF THE PROPERTY.   10.   Buyer and Seller Indemnification. Each Party hereby agrees to indemnify the other Party and defend and hold it harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, attorneys’ fees, resulting from (i) any misrepresentation or breach of warranty made by such party in Section 8 or Section 9 of this Agreement, as applicable, or in any document, certificate, or exhibit given or delivered to the other pursuant to or in connection with this Agreement, or (ii) post-Closing or post-termination breach of a covenant which, by the terms hereof, survives the Closing or earlier termination of this Agreement.  11.   Possession. Possession of the Property shall be delivered to Buyer on the Closing Date, subject to the permitted exceptions on title. 





 






12.   Notices. Any notices which Seller or Buyer are required or desire to give the other hereunder shall in writing and delivered personally (with written confirmation thereof), by a reputable overnight delivery company (with written confirmation thereof) or sent through the U.S. Mail by certified mail, postage prepaid, to the following addresses:                    (a)   If to Seller:                                c/o The Alter Group, Ltd.,                               3201 Old Glenview Road, Suite 302                               Wilmette, IL 60091                               Attn: Ronald F. Siegel                               Fax:  847.676.4318                    With a copy to:                                Lawrence M. Freedman                               Ash, Anos, Freedman & Logan, L.L.C.,                               77 West Washington Street, Suite 1211                               Chicago, IL 60602                               Fax:  312.346.7487                                Samuel F. Gould                               Alter Asset Management, L.L.C.,                               1980 Springer Drive                               Lombard, IL  60148                               Fax:  630.620.3606                                Kerry K. Patterson                               Procopio, Cory, Hargreaves & Savitch LLP                               8355 E Hartford Dr #202                               Scottsdale, AZ 85255                               Fax: 619.788.5505                    (b)   If to Buyer:                                Axon Enterprise Holding Company, LLC                               17800 North 85th Street                               Scottsdale, Arizona 85255                               Fax: 480.991.0791                               Attn:  Doug Klint                    With a copy to:                                Snell & Wilmer LLP                               One Arizona Center                               Phoenix, Arizona  85004                               Fax:  602.382.6070                               Attn:  Mark Ohre 





 






      Any notice delivered personally shall be deemed delivered when received.  Any properly addressed  notice given herein by certified mail, return receipt requested, or by recognized overnight courier shall be  deemed delivered on the date on which the notice is deposited with the U.S. Postal Service or with the  recognized overnight courier.  Seller and Buyer agree that any and all notices given by either Party shall be  provided simultaneously to any assignee of Buyer or any lender to Buyer when such assignee or lender has  been previously identified in writing to the Parties along with the appropriate address for such notices.  Either  Party may, at any time, change its address for the above purposes by sending a notice to the other Party stating  the change and setting forth the new address.  13.   Miscellaneous.        13.1. Captions.  Captions or headings of Sections are for convenience only and shall not be considered in construing the meaning of the contents of such Section.        13.2. Partial Invalidity.  If any term, covenant, or condition of this Agreement or the application  thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this  Agreement, or the application of such term, covenant or condition to persons or circumstances other than  those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant,  or condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law.  It is the  intention of the parties hereto that the covenants of this Agreement are independent of each other.        13.3. No Prior Agreements.  This Agreement supersedes and cancels all prior negotiations between  the Parties.        13.4. Amendments and Modifications.  All amendments or modifications to this Agreement must  be in writing signed by the Parties.        13.5. Interpretation.  The singular shall include the plural, and the masculine or neuter shall include  the other.        13.6. Real Estate Brokers.  Except for Cushman & Wakefield, NOVO Development and The Alter  Group, Ltd., all licensed real estate brokers in the State of Arizona, each of whose commission shall be paid  by Seller, each Party covenants, warrants and represents to the other that no conversation or negotiations  were had by either with any broker, agent, subagent, salesperson or finder concerning the acquisition of the  Property.  Each Party agrees to protect, indemnify, save and keep harmless the other, against and from all  liabilities, claims, losses, costs, damages and expenses, including attorneys’ fees, arising out of, resulting  from or in connection with a breach of the foregoing covenant, warranty and representation.        13.7. Governing Law.  This Agreement shall be governed by and construed in accordance with the  laws of the State of Arizona.        13.8. Counterparts, Facsimile or Electronic Execution.  This Agreement may be executed in one or  more counterparts by the Parties and all counterparts taken together shall constitute one and the same  document.  The Parties hereto agree that: (a) counterparts may be executed by one or more Parties via use  of facsimile signatures or electronic (e-mail) signatures and the sending by one or more Parties of signatures  via Facsimile or via e-mail correspondence shall also constitute execution and delivery of this Agreement;  and (b) signature pages from one or more counterparts may be removed from such counterparts and such  signature pages may be attached to a single instrument so that signatures of all Parties may be physically  attached to a single counterpart hereof. 





 






      13.9. Attorney’s Fees.  Should either Party institute any legal proceedings against the other for  breach of any provisions herein contained or any matter in connection with this Agreement or any matter in  connection with this Agreement, the prevailing party in such action shall in addition be entitled to recover  its reasonable costs and expenses from the losing party including court costs and its reasonable attorney fees  and expert witness fees (and costs and reasonable attorney fees on appeal).                                   [Signature pages follow] 





 






      IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement effective as of the Effective  Date.                                            "SELLER":                                            APEX Park at Pima, LLC,                                           an Arizona limited liability company                                            By:   Alter Park at Pima, L.L.C., a Delaware                                            limited liability company                                            By:   18-Chai Corp., an Illinois corporation                                           Its:    Manager                                            By:__________________________                                             Name:________________________                                             Title:_________________________                                             Date: _________________________                                             "BUYER":                                            AXON ENTERPRISE HOLDING COMPANY, LLC,                                            a Delaware limited liability company                                            By:__________________________                                             Name:________________________                                             Title:_________________________                                             Date: _________________________ 





 






                                   EXHIBIT INDEX  Exhibit           Title  A                 Substitute Lease  B                 Legal Description  C                 Second Amended and Restated Declaration of Covenants, Conditions and Restrictions                    for Riverwalk  D                 Site Access and Indemnification Agreement  E                 Material Documents  F-1               Access Improvements  F-2               Water/Sewer Improvements  F-3               Electric/Telephone Improvements  G                 Pre-Development Agreement  H                 Assignment of Substitute Lease 





 






                              EXHIBIT A                             SUBSTITUTE LEASE    Form of Substitute Lease to be approved and finalizedduring  the Due Diligence Period and                      placed into Escrow by Seller and Buyer  





 






                                            EXHIBIT B                                       LEGAL DESCRIPTION    AXON  AT RIVERWALK                                                                        May 10, 2018  SALT RIVER - PIMA -       IIA.RICOPA                                            Job No. 2003-127  'INDlAN COMMUNITY                                                                     Page 1  of 1    A PARCEL OF LANO !LOCATED IN THE SOUTHEAST QUARTER OF SECTION 6,               TOWNSHIP 2 NORTH,                                                                        1  RANGE 5 EAST OF THE GILAAND        SALT RIVER BASE AND     MERIDIAN,   MARICOPA    COUNTY,   ARIZONA,   AND A PORTION OF S.R.P,MI C.     TRIBAL  ALLOTMENT    NUMBE.RS281    ,282, 712 AND 465, BEING MORE   i;>ARTICULARLYDESCRIBED       AS FOLLOWS:    COMMENCING AT A FOUND ALUMINUM CAP IN A HANDHOLE AT THE SOUTHEASTCORNER                        OF SAID   SECTIONI 6, FROM WHICH A FOUND BRASS CAP IN A HAND HOLE AT THE SOUTH QUARTER CORNER  OF SAID SECTION 6,   BEARS SOUTH 89 DEGREES 43 MINUTES 37 SECONDS WEST, A DISTANCE OF   2637.87 FEET;    THENCE NORTH 00 DEGREES 01 MINUTES 59 SECONDS EAST, ALONG THE EAST tlNE OF THE   SOUTHEAST QUARTER OF SAID SECTION 6. A :DISTANCE OF            1.28�.56 FEET:    THE_NCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST,              DEPARTING SAID EAST UNE,      A   DISTANCE OF 792.96 FEET TO 1itilE POINT OF     BEGINNING:    THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST. A DiSTANCE OF 156 24                  FEET;    THENCE SOUTH 72.    DEGREES 56'MINUTES48 SECONDS WEST, A DISTANCE OF 111,55 FEET TOA   POINT OF  CURVE TO THE l:EFT;   THENCE SOUTHWESTERLY ALONG SAID CURVE, HAVING A RArnusOF                  200.00FEET,   THROUGH A   CENTRAL ANGLE OF 33 DEGREES 15 MINUTES 39 SECONDS. A. DISTANCE OF 116.10 FEET TO THE   POINT OF A NON!-TANGENli CURVE CONCAVE TO THE SOUTHEAST. WITH A CHORD BEARING OF   S01.JTH 13 DEGREES 26- MINUTES 56 SECONDS WEST, A CHORD DISTANCE OF 485.96               FEET;    THENCE SOUTHWESTERLYAtONG            SAID NON.TANGENT      CURVE,  HAVING A RAOIIJS OF 657.37 FEET.   THROUGH A CENTRAL ANGLE OF 43 DEGREES 23MINUTES 0� SECONDS, A DISTANCE OF 497.76 FEET;    THENCE SOUTH 90 DEGREES OOMINUTES 00 SECONDS WEST, A•DISTANCE OF 592.86 FEET TO THE   EASTER.lY   RIGHT OF WAY LINE OF LOOP      101. PIMA FREEWAY;    THENCE NORTH 1'5 DEGREES 27 MINUTES 34 SECONDS '.EAST, A DISTANCE OF 639.84 FEET,   THENCE NORTH      18 DEGREES    19 MINUTES 28 SECONDS EAST, A DISTANCE OF 500.11         FEET TO THE   POINT OF A NON�TANGENT CURVE CONCAVE TO THE WEST.WITH                 A CHORD BEARING OF      NORTH 14   DEGRE,ES 53 MINUTES 12 SECONDS EAST, A CHORD DISTANCE OF 418.42 FEET;    THENCE NORTHERLY ALONG SAID NON-TANGENT CURVE, HAVINGA                   RADIUS OF 4,�3 66 FEET.   THROUGH A CENTRAL ANGLE OF 05 DEGREES 13 MINUTES 55 SECONDS, A DISTANCE OF 418.56 FEET;    THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, DEPARTING $AID EASTERLY RIGHT OF   WAY LINE, A OJS'iANCE OF 628 75    FEET;    THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, A DlSTANCE OF 928 99 FEET TO THE   POINT OF BEGINNING.   SAID PARCEL CONTAINS1,026,715        SQUARE FEET OR 23.570 ACRES, MORE OR LESS.    dl,,k.OIMENT A.REA   BREAKDOWN   282-A                  10.853                   283·A                 4.729   712                     1. 768                  710                   6.22D  





 






       Cl) ;.,"'               LINE TABLE                                                                  SE:             ,ri                                                                             SEC.6.,  T.2N., R.             co         LINE    DIRECTION    LENGTH                                                     /            .      0       ..,. :.:                                                            1/2" DIAMETER  REBAR,   3583.J          3      �      3           L1    N90-00'00"W   156.24'                   N90"00'00"E 628. 75'    ,I       .IO  .N       (J     ,0          L2              W    111.55'         Cl)     ;;;           S72'56'48"                                                            E.1/4 COR.1             !'I             ..,                                                                                                     I          (/) vi z                                                                            "'                                                                                             "'                Q g                 ;.,      i!: 0  co,.__  t.,J <.!)            .�LLOTMENT                                                             "'                �Pi  ID  z      r..: cxi  182-A.          /Q.8j3                                                 w                 It�  <   t.,J '° "'  t-  _,         �     183-A            4.729                                                 0      3          ::l!=W             ...                                                                              0                       712              1.768                                                 0      g          Ob-ii  �                    710              6.220                                                 p                 (l),!O  a:  (/) b  ;... "'                                                                          0                 IQ-     :::l 0 I') IO                                                                                  8�  a   B          ")                                                        AXON               U)     bc-,i      0P      <      �   a:,                                                                                 zr---"'"'  08      a:  N8 <D                                                        1,026,715  SQ.FT.                           z                                                                        23.570 ACRE'S         b,  .      �      0   :0         in  ;,, ;,,                                                                -----:--:-t----\_ __,.._J __     t.,J r !'I r      0   I')    in          I') ..,..,,                                                                                                 BASS  OF  O<AmNG  �      �                                                                                                      W     -     0::    N   .,,                                                                               S89'43'37"        0   (J  (J                                                                                  2637.87"                                                                               s.1/4 rALKINGSnCKWAY                   \                                                                             s1�            POINT  OF COMMENCEMENTj                                       N.T.5.                                        t::                                                                              R.5£.     S.E. COR., SEC.6., T.2N., R.5£.                                                                                         AXON                                                SIIIG                                AT RIVERWALK                                         SURVEY INNOVATION                                               GROUP, INC              SALTRIVER•             INDIANPIIIA RESERVATION                                   Ph(-'80)11220780 I.Jntd�Settfb, F1<(4B0)92207ll1 J08f  03-127 OWG: 03127AXON-COM80 DATE:  S/10/18                                                                           SCALE: N.T.S.  DRAWN: ELS CHECK: JAS SHE£T:  1  Of 1 





 






                                EXHIBIT C   SECOND AMENDEDAND      RESTATED DECLARATION OF COVENANTS CONDITIONS                       AND EASEMENTS FOR RIVERWALK       





 






When recorded, returnto:    JeffreyA.  Ekbom, Esq.  Buchalter  16435 North Scottsdale Road  Suite 440  Scottsdale, Arizona 85254-1754                                                  '                       SECOND AMENDED AND RESTATED                   DECLARATION OF COVENANTS, CONDITIONS,                         RESTRICTIONS AND EASEMENTS                                      FOR                                  RIVERWALK    BN 32866176v I 2  





 






                           TABLE OF CONTENTS   ARTICLE I DEFINITIONS, PURPOSES, EASEMENTS, DECLARANT'S        OBLIGATIONS AND DEDICATIONS ............................................................................. 3         Section 1.1 Definitions............................................................. ....................................... 3        Section 1.2 Purpose............... .......................................................................................... 8        Section 1.3 Compliance With Master Ground Lease................. ..................................... 9        Section 1.4 Establishment and Reservation of Easements........................ ......................9         Section 1.5 Access Improvements ................................................................................ 10        Section 1.6 Private Roads ............................................................................................. 10        Section 1.7 Dedications ................................................................................................ 11   ARTICLE 2 MAINTENANCE OF EASEMENT AREAS, COMMON AREAS AND        COMMON ELEMENTS; ASSESSMENTS .................................................................... .11         Section 2.1 Maintenance of Easement Areas, Common Areas and Common              Elements........................ ......................................................................................... 11        Section 2.2 Covenants for Assessments.... .................................................................... 11        Section 2.3 Purpose of Assessments.......................................... ................................... 12        Section 2.4 Annual Assessments .................................................................................. 12        Section 2.5 Special Assessments .................................................................................. 12        Section 2.6 Outdoor Water Features Assessments ....................................................... 12        Section 2. 7 Ground Lessee Subtenant Assessment Obligations ...................................12         Section 2.8 Notice of Assessments ............................................................................... 13        Section 2.9 Due Date of Assessments............................................ ...............................13         Section 2.10 Apportionment of Annual or Special Assessments ................................... 13        Section 2.11 Ground Lessee's Personal Obligation forPayment  of Assessments ......... 14        Section 2.12 Assessment Lien and Foreclosure........................... ................................... 14        Section 2.13 Suspension of Rights.................................................... .............................. 16        Section 2.14 Common Areas andCommon  Elements Exempt ......................................16    ARTICLE 3 LOT MAlNTENANCE..................................................... ........................................ 16         Section 3.1 Duty of Maintenance................................................. ................................. 16        Section 3.2 Landscape and Irrigation Maintenance Standards ..................................... 17        Section 3.3 Maintenance During Construction........................................... .................. 1 7        Section 3.4 Enforcement of Maintenance Duties ......................................................... 19        Section 3.5 Approvals, Waivers and Variances ............................................................ 19   ARTICLE 4 ARCHITECTURAL CONTROL .............................................................................20          Section 4.1 Architectural Design Review Committee ..................................................20         Section 4.2 Function of the Committee ........................................................................ 20        Section 4.3 Use of Approved Civil Engineer and Landscape Architect.. .....................21         Section 4.4 Submission of CommunityPre-Application  Materials to Committee.......  21     BN 32866l76v12  





 






      Section 4.5 Initial Committee Approval .......................................................................22         Section 4.6 Final Community and Final Committee Approvals ...................................22         Section 4.7 Form of Committee Approvals ..................................................................23         Section 4.8 Limitation of Liability............................................... ................................. 23        Section 4.9 Enforcement by Committee ....................................................................... 23        Section 4.10 Approvals, Waivers and Variances ............................................................ 24        Section 4.11 Exemption of Certain Improvements .........................................................24   ARTICLE 5 REGULATION OF USE AND IMPROVEMENTS WITHIN THE        PROPERTY ....................................................................................................................... 24         Section 5.1 Permitted Uses ...........................................................................................24         Section 5.2 Prohibited Uses .......................................................................................... 25        Section 5.3 Prohibited Conduct ....................................................................................26         Section 5.4 Lot Coverage ..............................................................................................27         Section 5.5 Parking .......................................................................................................27         Section 5.6 Loading and Receiving Areas ..........................................:  .........................28         Section 5.7 Outside Storage .......................................................................................... 28        Section 5.8 Solid Waste Containers .............................................................................. 28        Section 5.9 Landscaping ...............................................................................................29         Section 5 .10 Signs ........................................................................................................... 29        Section 5.11  Utility Connections................................................... ................................ .30        Section 5 .12 Height Restrictions ..................................................................................... 30        Section 5.13 Partition Restrictions ..................................................................................30         Section 5.14 On-Site Drainage ....................................................................................... 30        Section 5.15 Building Exteriors ...................................................................................... 30        Section 5.16 Exterior Lighting ........................................................................................ 30        Section 5.17 Approvals, Waivers and Variances ............................................................31         Section 5.18 Sub-Declarations ....................................................................................... .31   ARTICLE 6 RIGHTS OF FIRST MORTGAGEES ...................................................................... 32         Section 6.1 Rights of First Mortgagees............................................ ............................. 32   ARTICLE 7 INSURANCE; DAMAGE AND DESTRUCTION ..................................................32          Section 7 .1 Partial Destruction of Lot.. ......................................................................... 32        Section 7 .2 Total Destruction of Lot............................................... ..............................32         Section 7.3 Partial Destruction of Easement Areas, Common Areas and Common              Elements ................................................................................................................. 33        Section 7.4 Total Destruction of Easement Areas, Common Areas and Common              Elements ................................................................................................................ .33        Section 7.5 Insurance .................................................................................................... 33        Section 7.6 Additional Association Insurance .............................................................. 34        Section 7.7 Ground Lessees' lnsurance ........................................................................ 34        Section 7.8 Adjustment of Coverage; Premiums .......................................................... 35        Section 7.9 Adjustment of Loss; Collection of Proceeds................ ............................. 35                                        ii  BN 32866176v12  





 






      Section 7 .10 Exculpation of Association ........................................................................ 35        Section 7 .11 Ground Lessees' Cross-Indemnification ....................................................3  5        Section 7.12 Damage Caused by Ground Lessee ...........................................................36   ARTICLE 8 CONDEMNATION ..................................................................................................36          Section 8.1 Condemnation of Common Elements and/or Easement Areas and/or             Common Areas ......................................................................................................36         Section 8.2 Condemnation of Lots ................................................................................37    ARTICLE 9 ENFORCEMENT OF COVENANTS AND ASSIGNMENT OF        DECLARANT'S RIGHTS AND DUTIES ....................................................................... 37         Section 9.1 Abatement and Suit .................................................................................... 37        Section 9.2 Deemed to Constitute Nuisance..... ............................................................ 38        Section 9.3 Attorneys' Fees .......................................................................................... 38        Section 9.4 Remedies Cumulative ................................................................................ 38        Section 9.5 Certificateof  Compliance ..........................................................................3  8        Section 9.6 Assignment of Declarant's Rights and Duties ...... : ....................................38    ARTICLE 10 ARBITRATION  .................................................... ..................................................39          Section 10.1 Arbitrable Matters ......................................................................................39         Section 10.2 GoverningRules  ........................................................................................39         Section 10.3 Notice of Arbitration ..................................................................................40         Section 10.4 Qualifications of Arbitrator(s) ................................................................... 40        Section 10.5 Evidentiary Considerations ........................................................................40    ARTICLE 11 ASSOCIATION REQUIREMENTS AND MEMBERSHIP,TRANSFER         OF        COMMON AREAS AND COMMON ELEMENTS; MEMBERSHIP AND        VOTING RIGHTS ............................................................................................................. 41         Section 11.1 Association Requirements and Membership, and Transferof  Common              Areas and Common Elements ................................................................................41         Section 11.2 Association Membership ..................................................... : .................... .41        Section 11.3 Transferred Membership ............................................................................42         Section 11.4 Classes of Membership ..............................................................................42         Section 11.5 Voting Rights........................................... .................................................. 43        Section 11.6 Membership Meetings .............................................................................. .43        Section 11.7 Board of Directors ...................................................................................... 43        Section 11.8 Project Manager ......................................................................................... 43        Section 11.9 Special Meetings; Quorum ........................................................................44    ARTICLE 12 MISCELLANEOUS PROVISIONS .......................................................................44          Section 12.1 Term............................................. ..............................................................44         Section 12.2 Amendments to Declaration ......................................................................44         Section 12.3 Notices ....................................................................................................... 45                                        iii  BN 32866176vl2  





 






     Section 12.4 Parties Bound ............................................................................................. 46       Section 12.5 Severability of Provisions ..........................................................................46        Section 12.6 Counterparts ............................................................................................... 46       Section 12.7 Number and Gender ...................................................................................46        Section 12.8 Titles .......................................................................................................... 46       Section 12.9 Applicable Law and Venue ........................................................................ 46       Section 12.10 Interest Limitation ......................................................................................46        Section 12.11 Recitals............. .......................................................................................... 47                                      lV  BN 32866176vl2  





 






                     SECOND AMENDED AND RESTATED                  DECLARATION OF COVENANTS, CONDITIONS,                        RESTRICTIONS AND EASEMENTS                                     FOR                                 RIVERWALK         THIS SECOND  AMENDED    AND  RESTATED DECLARATION    OF COVENANTS,  CONDITIONS, RESTRICTIONS AND EASEMENTS FOR RIVERWALK, made as of the_  day of June, 2018, by APEX PARK AT PIMA, L.L.C., an Arizona limited liability company  ("Declarant"), amends and restates in its entirety that certain Amended and Restated Declaration  of Covenants, Conditions, Restrictions and Easements forRiverwalk  executed by Declarant and  APEX  7350 NORTH DOBSON, L.L.C., an Arizona limited liability company ("Apex  7350")  and dated June 9, 2008, recorded on July 15, 2008 as instrument no. 20080616403 in the Official  Records of the Maricopa County Recorder, and  which was duly amended by that certain First  Amendment to Amended and Restated Declaration of Covenants, Conditions, Restrictions and  Easements for Riverwalkon  August 25, 2013, recordedon  September 17, 2013 as instrument no.  20130832529 in the Official Records of the Maricopa County Recorder, and was further  amended  by that certain Second Amendment to Amended and Restated Declaration of  Covenants, Conditions, Restrictions and Easements for Riverwalk on October 13, 2017, which  was recorded on April 19, 2018 as instrument no. 20180295812 in the Official Records of the   Maricopa County  Recorder, (collectively this "Declaration") and is made with reference to the   following facts:         A.    Declarant is the ground lessee of that certain real property in the Salt River Pima-  Maricopa Indian Community, in Marico_pa County, Arizona, described in Exhibit "A" attached   hereto and incorporated herein by this reference (the "Master Ground Lease Property"), pursuant   to that certain Business Lease B-704 between certain Allotted Landowners of Land Within the   Salt River Pima-Maricopa Indian Community (named therein) as lessor and Declarant as lessee   (referred to herein as the "Master Ground Lease") dated January 15, 2003, as amended by the   Multi-Lease Amendment of 2016.         B.    Article 8 of the Master Ground Lease allows Declarant, in connection with  development of the Master Ground Lease Property, to cause the Community to enter into a   Substitute Lease, as defined in the Master Ground Lease, wherein a party other than Declarant   becomes the groundlessee  of a Lot included in the Master Ground Lease Property, causing such   Lot to be removed as property governed by the  Master Ground Lease and to instead to be   governed by such Substitute Lease. As of the date of this Declaration, the Community and   Allotted Landowners have entered into the following Substitute Leases:               (i) Substitute Lease  (the  "7350  Dobson Substitute Lease")  between certain       Allotted Landowners of Land Within the Salt River Pima-Maricopa Indian Community        (named therein) as lessors, and Apex 7350  North Dobson, L.L.C., as lessee (dated        November, 2005), as amended by: (i) that certain  First Amendment to 7350 Substitute        Lease (Design Center) executed on June 13, 2013; (ii) that certain Second Amendment to        7350 Substitute Lease (DesignCenter)  executed on March 25, 2016; and (iii) the Multi­       Lease Amendment of 2016, of the Lot legally described on Exhibit "B" hereto (the "7350        Dobson Lot");                                        1   BN 32866176v12  





 






            (ii) Substitute Lease (the "7720 Dobson Substitute Lease") between certain       Allotted Landowners of Land Within the Salt River Pima-Maricopa Indian Community        (named therein) as lessors, and Apex 7720 North Dobson, L.L.C., as lessee (dated        December, 2006), as amended by: (i) the Multi-Lease Amendment of 2016;  and (ii) the        First Amendment to 7720 Substitute Lease  dated August 31, 2017, of the Lot legally        described on Exhibit "C" hereto (the "7720 Dobson Lot");               (iii) Substitute Lease (the "7500/7580 Dobson Parcel M Substitute Lease")       between  certain Allotted Landowners of Land Within the Salt River Pima-Maricopa        Indian Community (named therein) as lessors, and Apex 7500/7580 Dobson Road,        L.L.C., as lessee (dated November, 2006), as amended by the Multi-Lease Amendment of       2016, and by that certain Second Amendment to Substitute Lease dated July 25, 2016, of       the Lot legally described on Exhibit "D" hereto (the "7580 Dobson Lot");              (iv)  Substitute Lease (the "7500/7580 Dobson Parcel N Substitute Lease")       between certain Allotted Landowners of Land Within the Salt River  Pima-Maricopa        Indian Community (named  therein) as lessors, and Apex 7500/7580 Dobson Road,        L.L.C., as lessee (dated October, 2006), as amended by the Multi-Lease Amendment of        2016, and by that certain Second Amendment to Substitute Lease dated July 25, 2016, of       the Lot legally described on Exhibit "E" hereto (the "7500 Dobson Lot");              (v)  Substitute Lease (the "9550 Talking Stick Substitute Lease) between       certain Allotted Landowners of Land Within the  Salt  River Pima-Maricopa Indian        Community (named therein) as lessors, and  Apex 9550 East Indian Bend, L.L.C., as        lessee (dated August 10, 2011), as amended by the Multi-Lease Amendment of 2016, of        the Lot legally described on Exhibit "F" hereto (the "9550 Talking Stick Lot"); and               (vi)  Substitute Lease (the  "9500 Talking Stick Substitute Lease") between       certain Allotted Landowners of Land  Within the Salt River Pima-Maricopa Indian        Community (named therein) as lessors,  and  Apex 9500 East Indian Bend L.L.C., as        lessee (dated June, 2013), as amended by the Multi-Lease Amendment of 2016 and by        that certain First Amendment to Substitute Lease of the Lot legally described on        Exhibit "G" hereto (the "9500 Talking Stick Lot").    Declarant intends to develop the Master Ground Lease Property as a first class mixed  use  development of the PermittedUses,  subject to the provisions hereof.         C.    Declarant has so divided some of the Master Ground Lease Property into lots, and  intends to continue to divide the Master Ground  Lease Property into lots (the "Lots"), as more   particularly provided and described in Section 1.1(  w) hereof.         D.    Declarant intends by this Declaration, and as permitted by Article 48 of the  Master Ground Lease,  to  impose upon the Master Ground Lease Property mutually beneficial   restrictions for the benefit of all of the Lots in the Master Ground Lease Property and the Ground   Lessees thereof.         E.    Declarant intends by this Declaration to create a property owner's association in  accordance with the terms hereof. The Association has been incorporated for such purpose and                                        2   BN 32866176vl2  





 






Joms in this Declaration to accept the duties and responsibilities imposed upon it by the  protective covenants and restrictions contained in this Declaration.        NOW THEREFORE,    subject to all of the provisions of this Declaration, Declarant and  hereby declares that the Master Ground Lease Property shall be held, conveyed, mortgaged,  encumbered, leased, rented, used, occupied, sold and improved subject to the following  covenants, conditions, restrictions and easements.                                   ARTICLE  1                     DEFINITIONS, PURPOSES, EASEMENTS,                 DECLARANT'S OBLIGATIONS AND DEDICATIONS         Section 1.1 Definitions. Inaddition  to other terms which are definedelsewhere  in this  Declaration, the following words used herein shall have the meanings set forth in this Article 1  unless the context otherwise requires:              (a)   "Affiliate" shall mean and refer to (i) any Person which, whether directly or indirectly, controls, is controlled by, or is under common control with, any other Person,  (ii) any  spouse,  parent, grandparent, child, grandchild, sibling or first degree collateral of any Person, and (iii) if such  Person is a partner, director, officer or shareholder of another Person, any third Person for which such Person acts as a partner, director, officer or shareholder. For the purposes of this definition,  control  shall  mean  the  power (whether through direct or indirect ownership of fifty-one percent (51 %) or more of the voting equity interests of such Person, or otherwise) to direct the management and policies of such Person.             (b)   "Articles" shall mean and refer to the Articles of Incorporation, as amended fromtime  to time, of the Association.              (c)   "Assessment" shall mean and refer to that portion of the Common Expenses, including but not limited to the cost of maintaining, improving, repairing, replacing,  operating and managing the Common Areas, the Common Elements, the Easement  Areas  (including an Outdoor Water Feature or an Outdoor Water Features Area), the cost of performing  the obligations and responsibilities imposed by this Declaration upon the Association (or  another  Ground Lessee ), and the cost of otherwise operating the Association and performing its  responsibilities hereunder, which portion is to be paid by one or more of the Ground Lessees as  provided herein.              (d)   "Association" shall mean and refer to the Riverwalk Property Owners Association, Inc., a non-profit corporation formedpursuant  to the Articles of Incorporation filed  with the Arizona Corporation Commission attached hereto as Exhibit "H".              (e)   "Board" or "Board of Directors" shall mean and refer to the board  of directors of the Association appointed or elected in accordance with the provisions of this  Declaration, the Articles and the Bylaws and with the requirements of applicable law.              (f)   "Bylaws" shall mean and refer to the Bylaws, as amended from time to time, of the Association.                                        3  BN 32866176v12  





 






           (g)   "Committee" shall mean and refer to the Architectural Design Review Committee, as hereinafteres tablished.              {h)  "Common Area(s)" shall mean and refer to those tracts of land within the  Master Ground Lease Property, the dedication of which forpublic  use has not been accepted by  any governmentalentity,  which are at any time hereafterheld  by the Association forthe  common  use and benefit of the Ground Lessees and their respective tenants, occupants, employees,  agents, customers, licensees, and invitees, which include the Common Elements associated with  such Common Area(s).              (i)   "Common  Elements" shall mean and refer to all structures, fixtures and facilities owned by the Association, or in which the Association has been granted an easement,  for the  common use and benefit of the Ground Lessees, and  located on, over or under the  Common Areas or Easement Areas, including, without limitation, all landscaping, as well as that  portion of any landscape irrigation system that: (i) is not located on, over, under or across a Lot;  or, (ii) with respect to any Lot now or hereafter adjacent to a public roadway, is not located on,  over, under or across that portion of the Master Ground Lease Property between the Lot line and  the back of the curb for  such  public roadway; and shall include (a) drains, sidewalks, street  lights, gutters, curbs, culverts, swales and private paved streets, roadways and driveways; (b) the  following types of signs and monuments as set forth in the "Riverwalk, Arizona Comprehensive  Sign Program" revised May 16, 2016, (as the same may be revised by the Association after the  date of this Declaration and approved by the Community): Retail Freeway Identification  Pylon(s), Office/Commercial Freeway Identification Pylon(s), Boundary Marker(s),  Office/Commercial Entry Monument(s), Office/Commercial Multi-Tenant Monument(s), Retail  Multi-Tenant Monument(s); Multi-Family Residential and Vehicular Directional Signs; {c) all  electrical, water, sewer, telephone and gas (the latter only if available) wires, pipes, junction  boxes, pumps, transmitters and other conduits and facilitiesnot  owned by public or private utility  entities or by the Ground Lessees or by any of them (other than Declarant, while Declarant is in  control of the Association); and (d) all other similar installations and improvements. In no event  shall any such structures, fixtures or facilities owned by Declarant be deemed to be "Common  Elements" unless Declarant shall have expressly so provided in writing. Common Elements do  not include water features, including, but not limited to, waterfalls, fountains or streams, located  inside buildings or constructed as entryway features forbuildings.              (j)   "Common Expense" or "Common Expenses" shall mean and refer to the  actual and estimated expenses of operating, repairing, replacing and maintaining the Common  Areas, the Easement Areas and the Common Elements and of performing the obligation� and  responsibilities imposed by this Declaration upon the Association, and the costs of otheiwise  operating the Association. Common Expenses shall also include any reasonable reserve for such  purpose as foundand  determined by the Association.              (k)   "Common  Signage Areas" shall mean that area, which may include parts of Lots, designated as a Placement Zone on the Freestanding SignLocation  Plan.              (I)   "Community" shall mean and refer to the Salt River Pima-Maricopa Indian Community, a federally recognized Indian tribe.                                        4  BN 32866176vl2  





 






           (m)   "Community Master Plan" shall mean the master development plan adopted by the Community with respect to the development of the Community property known  as "Talking Stick", including the Master Ground Lease Property, the Talking Stick Resort &  Casino, Salt River Fields at Talking Stick, Talking Stick Golf Club and other developments now  or hereaftercompleted,  as such plan may be revised from time to time by the Community.              (n)   "Community Planning and Zoning Ordinances" shall mean planning and zoning ordinances applicable to the Master Ground Lease Property adopted and revised by the  Community from time to time.              (o)   "Community Standards" shall mean health, fire and safety rules and regulations, and law enforcement rules and regulations applicable to the Master Ground Lease  Property adopted by the Community from time to time.              (p)   "Conditional Use Permit" shall mean a permit issued by the Community for elements of the plan of construction and/or development of a Lot that are not otherwise in  conformance with the Community Master  Plan and/or the Community Planning and Zoning  Ordinances.               (q)  "Declarant" shall mean and refer to Apex Park at Pima, L.L.C., an Arizona limited liability company, and any Person or Persons to whom all of the Declarant's  rights and obligations hereunder (other than those solely as Ground Lessee of one or more Lots)  are hereafter expressly assigned and transferred by a written Recorded instrument. The mere  conveyance by Declarant to another Person of a leasehold interest to or creation of a Substitute  Lease of ( or other interest in) one or more Lots shall not, by itself, make such other Person a  Declarant hereunder.               (r)  "Declaration" shall mean and refer to this Declaration, as the same may be amended from time to time pursuant to the provisions hereof.               (s)  "Easement Area(s)" shall mean and refer to those tracts of land within the Master Ground Lease Property, the dedication of which for public use has not been accepted by  any governmentalentity,  over which an easement is granted if such Easement Area is designated  as part of a Lot, including: (i) each easement established under Section 1.4 of this Declaration  (including Common Signage Areas, Outdoor Water Features and Outdoor Water Feature Areas);  (ii) each easement established under Section 1.6 of this Declaration for a Private Road which the Association has agreed to administer and maintain; and (iii) the previously recorded easements described in Exhibit "L" hereto, each of which is forthe  common use and benefit of two or more Ground Lessees and their respective tenants, occupants, employees, agents, customers, licensees, and invitees, which include all Common Elements associated with such Easement Area(s).              (t)  "First Mortgage" shall mean and refer to any leasehold mortgage or deed of trust created or assumed which is a firstpriority  lien on any Lot. "First Mortgagee" shall mean  the holder or beneficiaryof  a First Mortgage.              (u)  "Freestanding Sign Location Plan" shall mean the Comprehensive Sign Plan attached hereto as Exhibit "I" and specificallyincorporated  by reference herein, as may be                                        5  BN 32866176v12  





 






amended fromtime  to time by the Association with the approval of the Community, and placed  of Record by an instrument executed by the Association and duly recordedand/or  filed.              (v)   "Ground Lease" means the Master Ground Lease or a Substitute Lease.             (w)   "Ground Lease Subtenants(s)" shall mean and refer to a tenant of all or a portion of a Lot under a Sublease, the leasehold interest in which Lot is held by a Ground Lessee  as such tenant's landlord or lessor.               (x)  "Ground Lessee" shall mean and refer to the person or persons whose estates or interests aggregate the leasehold interest in a Ground Lease. No Person having any  interest in a Lot merely as security forthe  performance of any obligation shall be deemed to be a  Ground Lessee. In the event the Ground Lessee of any Lot consists of more than one Person,  such Persons shall execute and  deliver to the Association a written instrument appointing and  authorizing one individual or entity as their agent to receive all notices and demands required or  permitted to be given under the terms and provisions of this Declaration, to execute any and  all  documents, consents and instruments requiredunder  the terms and provisions of this Declaration  and to cast all votes and  to take any  and all actions required or permitted to be taken by them  under the terms and conditions of this Declaration. A Ground Lessee may change its designated  agent by written notice to  the Association, but  such change shall be effective only after actual  receipt of the notice by the Association.               (y)  "Improvements" shall mean and include all land preparation or  excavation, all landscaping, buildings, structures, parking areas, fences, walls, hedges, plantings,  poles, streets, roadways, driveways,  drainage ponds, lakes, Outdoor Water Features, recreational  facilities of any type or nature, signs, glazing or reglazing of exterior windows and all other  construction which affects the exterior color or appearance of any building or structure.The  term  "Improvements" specifically includes both original Improvements and all later changes or  alterations. It does not, however, include any original Improvements, or any replacement or  repair of any part thereof, which do not affectexterior  structure, colors or appearances.               (z)  "Landscape irrigation system" shall mean an irrigation and/or sprinkler system forthe  watering of landscaping and/or lawns, including all pipes and related equipment.               (aa) "Lot" shall mean  and refer to each parcel of land into which the Master  GroundLease  Property is hereafter divided by Declarant, the exact size and dimensions of which  shall be established either by the legal description contained in the original Recorded instrument  of conveyance from Declarant to the first Ground Lessee of said Lot other than Declarant or in a  plan prepared by Declarant specifically designating  a portion of the Master Ground Lease  Property as a "Lot" (the "Lot Plan"). The initial Lot Plan is set forth as Exhibit "E" to the  Amended  and Restated Declaration of Covenants, Con�itions, Restrictions and Easements for  Riverwalk executed by Declarant and Apex 7350 and dated June 9, 2008, recorded on July 15,  2008 as instrument no. 20080616403 in the Official Records of the Maricopa County Recorder,  as such  Lot  Plan  may  be amended by the Declarant by the amendment of this Declaration,  pursuant to the provisions of Section 12.2 of this Declaration. Master  Ground Lease Property  (other than Common Areas) with respect to which Declarant holds leasehold title shall be  deemed hereunder to collectively constitute a "Lot'' of which Declarant is the Ground Lessee.                                        6  BN 32866176vl2  





 






Notwithstanding the foregoing, Declarant hereby reserves the right, so long as it is a Ground  Lessee of one or more Lots, to create additional Lots by dividing any Lot thenheld  by Declarant  into one or more parts, said division to be accomplished by Declarant amending the Lot Plan.  The transfer by the Declarant to the Association of the Common Areas and Common Elements  (or  any part thereof), and the granting by Declarant to the Association of an easement to any  Easement Area shall not be  deemed to make such  Common Areas, Common Elements or  Easement Areas (or any part thereof) a "Lot" or "Lots." No Lot, or portion thereof, shall be  deemed to be a part of the  Common Areas, nor shall any part of the Common  Areas be deemed  to be a Lot or portion thereof, until specificallydesignated as  such.              (bb) "Lot Plan" shall mean and referto  the term as definedin  Section 1.1 (w).              (cc) "Member" shall mean and refer to a Person entitled to membership in the Associationas  provided herein.              (dd)  "Multi-Lease Amendment of 2016" means that certain First Amendment to Business Lease B-704, 7350 Dobson Substitute Lease,  7500/7580  Dobson Substitute Lease  (Parcel M), 7500/7580 Dobson Substitute Lease (Parcel N), 7720 Dobson Substitute Lease,  9550 Talking Stick Substitute Lease and 9500 Talking Stick Substitute Lease dated November 7,  2016.              (ee)  "Person" shall mean and refer to a natural person, a corporation, a  partnership,a  trust or any other legal entity.              (ff)  "Permitted Uses" shall have the meaning set forth in Section 5.1 of this  Declaration.              (gg)  "Private Roads" shall have the meaning set forth in Section 1.6 of this  Declaration.              (hh)  "Master Ground Lease Property" shall mean and refer to the leasehold  interest pursuant to the Ground Lease in the real property  more particularly described in  Exhibit "A" attached hereto and incorporated herein by this reference and covered by this  Declaration.              (ii)  "Outdoor Water Features or Outdoor Water Features Area" shall mean and refer to wet stream beds or ponds, and including all landscaping, lawn area, landscape irrigation  systems, pathways, lighting, signage, bridges, benches, tables and related items within, in  addition to pipes, pumps, motors, filters and related equipment serving the Outdoor Water  Features or Outdoor Water Features Area but located outside such area as such existing Outdoor  Water Features or Outdoor Water Features Area are legally described and platted on Exhibit "J"  attached to this Declaration, and any additional Outdoor Water Features or Outdoor Water  Feature Areas established, with the  prior  approval of the Committee, by an instrument duly  executed by the applicable Ground Lessee and duly placed of Record.              (jj)  "Outdoor Water Features Assessment" shall mean an Outdoor Water  Features Assessment as provided in Section 2.6.                                       7  BN 32866176vl2  





 






           (kk)  "Record"  shall mean and refer to and include record, file, lodge or any  other term signifying the placing of a document or instrument of public record with the Recorder.              (11)  "Recorder" shall mean and refer to the United States Department of the Interior Bureau of Indian Affairs Title Plant in Albuquerque, New Mexico, and the Maricopa  County, Arizona Recorder or any successor governmental entity with which documents  and  instruments affecting title to or the legal condition of real property in and around the location of  the Master Ground Lease Property are required to be recorded, filed, lodged or otherwise placed  of public record.              (mm)  "Special Assessment" shall mean a Special Assessment as provided in Section 2.5.              (nn)  "Sub-Declaration" shall mean and refer to a declaration of easements,  covenants, conditions, and  restrictions,  subordinate to this Declaration, with respect to one or  more Lots, created and recorded with the Recorder by the Ground Lessee or Ground Lessees of  such Lots, with the approval of the Association and the Community, as provided in Section 5.17.              (oo)  "Sublease" shall mean and refer to a sublease under a Ground  Lease,  meeting the requirements of Article 15(A) with  respect to the Master Ground Lease, or the  applicable sublease Article with respect to a sublease under a Substitute Lease.               (pp) "Subtenant" shall mean and referto  a Ground Lease Subtenant.               (qq) "Substitute Lease" shall mean and refer to a separate lease with respect to  part of the Master Ground Lease Property, replacing the Master Ground Lease as to such part of  the Master Ground Lease Property, as furtherdefined in  Article 8 of the Master Ground Lease.               (rr)  "Transfer  Date" shall mean and refer to the date that Declarant no longer  holds any interest in the Master Ground Lease Property or agrees in writing to the Transfer Date  notwithstanding that it holds an interest in the Master Ground Lease Property.         Section 1.2 Purpose. The Master Ground Lease Property is hereby made subject to the  covenants, conditions, restrictions and easements herein contained, all of which shall be deemed  to run with the Master Ground Lease Property and each and every Lot thereof, to insure proper  use and appropriate development and improvement of said Master Ground Lease Property so as  to do the following: (a) protect the Ground Lessees (and their tenants) against the improper  development and use of acreage within the Master Ground Lease Property; (b) prevent the  erection within the Master Ground Lease Property of Improvements constructed of improper or  unsuitable  materials or with improper quality and methods of construction; (c) insure adequate  and reasonably consistent development of the Master Ground Lease Property; (d) encourage and  insure the  erection of attractively designed  permanent Improvements appropriately located  within the Master Ground Lease Property to achieve harmonious appearance and function;  (e) provide adequate off-street parking and loading facilities; (f)encourage  and promote cross access to all improvements of the Master Ground Lease  Property by vehicular and pedestrian traffic (except for fenced, gated and secured areas as approved by the Committee); (g) generally promote the welfare and safety of the Ground Lessees (and their tenants); and (h) otherwise encourage, promote and assure development of the Master Ground Lease Property as a first                                       8  BN 32866176vl2  





 






class, high quality mixed  commercial, office, multi-family residential, hospitality and light  manufacturingproject.          Section 1.3 Compliance With  Master  Ground  Lease.  All  Ground Lessees and all  Ground Lease Subtenants and Persons claiming through  them and their licensees, invitees and  employees, shall at all times comply with and be subject to the terms of the Master Ground Lease  with respect to use and occupancy of the Master Ground Lease Property.         Section 1.4 Establishment and Reservation of Easements. By the recordation of this  Declaration, the followingeasements  are hereby established or reservedon,  over, under or across  the below-designated areas of the Master Ground Lease Property:              (a)   Declarant's  Easements.  Declarant (or its predecessors as owners of the Master  Ground Lease Property) heretofore has dedicated for use and granted and will in the  futurededicate  and grant certain easements for utilities or other purposes under, on, over and/or  across certain portions of the Master Ground Lease Property;              (b)   Grant of Easement Areas to Association. Declarant hereby grants to the Association an easement over and across any designated Easement Areas located on any of the  Master Ground Lease Property in which Declarant is the lessee, including such Easement Areas  described in this Declaration and any additional Easement Areas established by an instrument  duly executed by Declarant and duly placed of Record;               (c)  Ground Lessees' Access and Use and Enjoyment Easement. There is hereby established, in favor of each Ground Lessee and its agents, contractors, employees,  customers, tenants,  licensees and invitees, both (i) a pedestrian and vehicular  access easement  over and across any Private Road, street  and driveway portion of the Easement Areas or  Common Areas, and (ii) a use and enjoyment easement over and in respect of all of the Easement  Areas, Common Areas and the Common Elements, including Easement Areas or Common Areas  designated as such on a Lot, such as the Outdoor Water Features Area, and Common Elements  on, over or under such Easement Areas and Common Areas ( excluding, however, such fenced,  gated and secured areas as approved by the Committee);               (d)  Association Management, Service and Repair Easements. There is hereby established on, over, under and/or across the portions of any Lot adjacent to any portion of the  Easement Areas and Common Areas, in favor of the Association and its agents, contractors and  employees, a management, access, service, repair and replacement easement for the purposes of  operating, maintaining, repairing and/or replacing the Common Elements, Easement Areas and  Common Areas. With respect to the easements created or reserved under Section l.4(c) and this  Section 1.4(d), the same shall be established and used in a manner so as not to unreasonably  interfere with other Ground Lessees' use and enjoyment of their Lots;               (e)  Common Signage Easements. There is hereby established on, over, under, and across the Common  Signage  Areas, in favor of the Association, an easement to install,  construct, maintain, repair, and replace signs identifyingRiverwalk  and/or the Ground Lessee(s)  or Sub Lessee(s) of more than a single Lot; and                                         9  BN 32866l76v12  





 






            (f)  Drainage and Detention Easements. There is hereby established for the benefit of any Master Ground Lease Property a non-exclusive perpetual and appurtenant  easement, right and authority forstorm  water drainage and detention over and upon any adjacent  detention area established by Declarant, or established by a Ground Lessee as approved by the  Committee in connection with approval of plans and specifications for the development of such  Ground Lessee's Lot, and forstorm  water drainage over, upon, under and through those portions  of the Master Ground Lease Property approved by  the Community for the transmission of stonn  water to detention areas, whether or not said drainage is transmitted in storm sewer lines or over  land. Each Ground Lessee of any portion of the Master Ground Lease Property shall maintain  such drainage and detention property  (including any detention area located thereon) in good  condition, repair and replacement; provided, however, that the cost thereof, including but not  iimited to landscaping within the detention areas, shall be equally shared by all Ground Lessees  of portions of the  Master  Ground Lease Property that are served by such detention areas.  Nothing herein shall prevent the Association or any other Ground  Lessee from contractually  obligating any Ground Lease Subtenant to pay to such Ground Lessee such Subtenant's share of  such cost as determined by the Ground Lessee.         With respect to the easements created or reserved under Section l.4(c), the same shall be  appurtenant to and shall pass with title to the Lots benefited thereby. With respect to all of the  easements created or reserved under this Section 1.4, except for those created or reserved under  Sections l.4(c), leasehold title to any Lot shall be transferred subject to such easements as, at the  time of transfer,are  valid and subsisting.         Section 1.5 Access Improvements. Any Ground Lessee of any portion of the Master  Ground Lease Property upon which any driveways, drive aisles, roadways, streets and pathways  ("Access Improvements") are constructed primarily for use by such Ground Lessee and such  Ground Lessee's Subtenant(s) shall maintain the Access Improvements located on the portion of  such property leased by such Ground Lessee, at such Ground Lessee's sole cost and expense, in  good  condition,  repair and replacement, including electrical costs relating to the Access  Improvements, payment of liability insurance premiums therefor, and payment of real estate  taxes therefor ("collectively referred to as Access Improvement Obligations"). Access  Improvements may be relocated by any Ground Lessee with the approval of the Association, the  Committee and the Community, provided that no such Ground Lessee shall unreasonably restrict  or prohibit access to and from any other portion of the Master Ground Lease Property to or from  Dobson Road, Talking Stick Way, Via de Ventura, or Private Roads, without prior approval of  the Committee. Nothing herein shall prevent the Association or any other Ground Lessee from  contractually obligating any Ground Lease Subtenant to pay to such Ground Lessee such  Subtenant's share of such cost as determinedby  the Ground Lessee.        Section 1.6 Private Roads. In connection with development and improvement of a Lot  or other Master Ground Lease Property, Declarant or the Ground Lessee as applicable may be  required to build and/or grant to the Association an easement in a private road or roads intended  to facilitate the free flow of vehicular traffic:  (i) to and from public roads adjacent to the Master  Ground Lease Property; and (ii) to, from and between Lots, which may include in the legal  description thereof curbs, landscaping or other areas adjacent to street and driveway portion  thereof(  collectively, "Private Roads"). The location of all Private Roads shall be detennined by  the Committee in connection with project development as provided in Article 4. All Private                                        10  BN 32866l76vl2  





 






Roads which the Association has agreed to administer and maintain shall be Easement Areas.  The locations and dimensions of all Private Roads approved by the Committee as of the date of  this Declaration are set for the on Exhibit "J" hereto. Modifications to such Private Roads and  additional Private Roads may be made or established by an instrument duly executed by  Declarant or such Lot owner, as applicable, and duly placed of Record.         Section 1. 7 Dedications. There is hereby reserved to the Association, acting alone but  following the written approval (a) prior to the Transfer Date, of Declarant, or (b) after the  Transfer Date, of fifty-one percent (51 %) of the total voting power of each of the Class A  Members and the Class B Members of the Association, the rightto  dedicate, release, alienate or  otherwise transfer to the Community, but only if accepted in writing by the Community, all or  any portion of the Master Ground Lease interest in (i) any Private Road, street or driveway,  utility easement or services and/or related rights-of-way from time to time comprising a part of  the Common Areas and connecting with any public thoroughfare or Community-wide system,  and (ii) any portion of any other part of the Common Areas on which Improvements may not  legally be constructed, in each case for such purposes and upon such terms as the Association, in  its reasonable discretion (subject to the terms, if any, of the written approval described above),  shall deem appropriate. Immediately upon the Recording by the Community with the Recorder  of a written instrument evidencing its acceptance of such dedication, the portion of the Common  Areas so dedicated and accepted shall be deleted from the Master Ground Lease Property and the  effect of this Declaration.                                    ARTICLE2            MAINTENANCE OF EASEMENT AREAS, COMMON AREAS AND                       COMMON ELEMENTS; ASSESSMENTS         Section2.1  Maintenance of Easement Areas, Common Areas and Common Elements.  The cost of maintaining, operating, repairing and/or replacing the Easement Areas, Common  Areas, including but not limited to the Common Signage Areas, and the Common Elements,  except forthe  costs related to such portions of the Easement Areas or Common Area which are  the responsibility hereunder of the Ground Lessee, shall be a Common Expense to be borne by  the Ground Lessees through payment of Assessments to the Association, as more particularly  provided elsewhere in this Declaration. All maintenance, operation, repair and/or replacement  work shall be done at the direction of the Association in accordance with the plans and standards  approved by the Architectural Design Review Committee established pursuant to Section 4.1 of  this Declaration.         Section 2.2 Covenants for Assessments. The Declarant, with respect to any portion of  the Master Ground Lease Property (exclusive of Common Areas or Common Elements) which it  leases under the Master Ground Lease, agrees and each Ground Lessee of any Lot (including any  lessee under a Substitute Lease, and any purchaser at any non-judicial or judicial sale), by  acceptance of a lease or other instrument of leasehold transfer for such Lot (whether or not it  shall be so expressed therein), shall be deemed to agree, as a covenant running with the land, to  pay to the Association, as and when the same shall become due and payable and without demand  therefor, any and all Annual Assessments, any and all Special Assessments, and any and all  Outdoor Water Features assessed, fixed or levied against such portion of the Master Ground  Lease Property as is leased by said Person or against such Person by virtue of its interest in any                                        11  BN 32866176vl2  





 






portion of the Master Ground Lease Property, in accordance with the remaining provisions of  this Article 2. Nothing herein shall prevent the Association or any other Ground Lessee from  contractually obligating any Ground Lessee Subtenant to pay to such Ground Lessee such  Subtenant's share of Assessments forthe  applicable Lot as is determined by the Ground Lessee.        Section 2.3 Purpose of Assessments. The Annual, Special Assessments and Outdoor  Water Features Assessments (as such Outdoor Water Features Assessments are limited as set  forth in Section 2.6) provided forherein  shall be fixed, levied, collected and administered by the  Association and shall be used exclusively for the operation, repair, maintenance, replacement  and/or improvement of the Common Elements, the Common Areas and the Easement Areas,  including, but not limited to, the cost of taxes (if any), insurance (if any), labor, equipment,  materials, management and maintenance, the establishment of appropriate reserves, and the cost  of performing the obligations and responsibilities imposed by this Declaration upon the  Association (but not those expressly and specifically imposed hereby upon Declarant and not  imposed upon the Association) and the cost of otherwise operating the Association. The  Association shall maintain appropriate records at its office located at the address specified in ( or  in accordance with) Section 12.3 below of all expenditures of funds and all Assessments, which  records shall be open for inspection by any Ground Lessee during normal business hours upon  reasonable notice and at said Ground Lessee's cost and expense.        Section 2.4 Annual Assessments. The Association shall determine the amount of each  calendar year's Annual Assessment, commencing with the calendar year beginning in 2007,  based on the projected Common Expenses for that calendar year, and shall notify the Ground  Lessees in writing as to the amount of such Annual Assessment so determined no later than  November 1st of the prior calendar year, with the firstsuch  latest notification date being January  1, 2007. Said determination shall be finaland  binding on all Ground Lessees.       Section 2.5 Special Assessments. In addition to any Annual Assessments, the  Association may, at any time or from time to time, levy a Special Assessment in a specific  amount and for a particularly identified purpose or purposes, in order to purchase necessary  equipment, facilities or fixtures for the Easement Areas, Common Areas and/or the Common  Elements and/or in order to defray, in whole or in part, the cost of any construction of any new,  or the cost of any alteration, reconstruction, unexpected repair or replacement of any existing,  capital improvements upon or within the Easement Areas or Common Areas, including  necessary fixturesor  personal property related thereto, or pertaining to the Common Elements.        Section 2.6 Outdoor Water Features Assessments. Only Ground Lessees of Lots  abutting Outdoor Water Features Areas ("Outdoor Water Features Lots") and Ground Lessees of  Lots adjacent to such Outdoor Water Features Lots will be assessed for their proportionate share  of expenses attributable to the Outdoor Water Features Area with respect to Outdoor Water  Features Assessments. The Committee shall determine what Lots are Outdoor Water Features  Lots and what Lots are adjacent to such Lots and the proportion of Outdoor Water Features  Assessments to be assessed against each such Lot based on the Committee's determination of the  enhanced value to each such Lot because of the Outdoor Water Features.        Section 2.7 Ground Lessee Subtenant Assessment Obligations. Nothing herein shall  prevent the Association or any other Ground Lessee from contractually obligating any Ground                                       12  BN 32866176vl2  





 






Lessee Subtenant to pay to such Ground Lessee such Subtenant's share of Assessments for the  applicable Lot as is determined by the Ground Lessee.        Section 2.8 Notice of Assessments. The Association shall give written notice to each  of the Ground Lessees of its determination of the  amount of Annual Assessments and any  Special Assessment or Outdoor Water Features Assessment: (a) in the case of Annual  Assessments, no later than November 1st of any calendar year, and (b) in the case of Special  Assessments or Outdoor  Water Features Assessments, no later than fifteen (15) days after its  determination. Promptly after the amount of any Annual, Special Assessment or Outdoor Water  Features Assessment is adopted, the Association shall give written  notice to each of the  applicable Ground Lessees setting forththe  amount of the Assessment as finally adopted and, in  the case of Special Assessments or Outdoor Water Features Assessments, of the date when the  same become due and payable.        Section 2.9 Due Date of Assessments.              (a)   The Annual Assessment under Sections 2.4 and 2.7 hereof shall be due and payable in two (2) installments on January 1 and July 1 of each year and  shall  become  delinquent if not paid within thirty (30) days thereafter.              (b)   The due date of any Special Assessment under Section 2.5 or Outdoor Water Features Assessment under Section 2.6 hereof shall be as fixed by the Association in the  notice  sent to the Ground Lessees pursuant to  the last sentence of Section 2.7 hereof but in no  event shall said due date be less than thirty (30)  days from the effective date of said notice. The  delinquency date fora  Special Assessment or Outdoor Water Features Assessment shall be thirty  (30) days after its due date;             (c)   Notwithstanding anything contained herein to the contrary, no Ground Lessee shall be entitled to reimbursement from the Association of any Assessments paid to the  Association in the event the Ground Lessee sells, transfers or otherwise conveys  its interest in a  Lot prior to the end of the calendar year. In such event, the Association shall credit the successor  in interest of said Ground Lessee with the amount of the Assessments paid for the remaining  months of the calendar year aftersaid  sale, conveyance or transferof  interest; and              ( d)  The Association shall have the right to assess a late charge in the amount of fifteen percent (15%) of the amount due in the event any Ground Lessee fails to make any  payment  due  under this Section 2.8 on or prior to the date on which the same becomes  delinquent, and such  default shall continue uncured for a period of ten (10) days following the  giving of written notice by the Association of the factof  such delinquency.         Section 2.10 Apportionment of Annual or Special Assessments. Any Annual or Special  Assessment shall be allocated pro rata among the Ground Lessees (including Declarant) in  accordance with the amount of applicable Acreage Leased. "Acreage Leased" means the acreage  of leased Lots within the Master Ground Lease Property. A Ground Lessee's share of the  Assessment shall be determined by multiplying the total amount of the Assessment by a fraction  having as its numerator the Acreage Leased (exclusive of Common Areas (except any Outdoor  WaterFeatures  Area designated as Common Area on a Lot) and also exclusive of any portion of                                       13  BN 32866l76v12  





 






the Master Ground Lease Property now or hereafter dedicated for public use and accepted by a  governmental entity) leased by the Ground Lessee within the Master Ground Lease Propertyand   having as its denominator the total Acreage Leased (exclusive of Common Areas (except any  Outdoor Water Features Area designated as Common Area on a Lot) and also exclusive of any  portion of the Master Ground Lease Property now or hereafter dedicated for public use and  accepted by a governmental entity) located within the Master Ground Lease Property. Leased  Acreage shall be determined by the Association in its sole but reasonable discretion; provided,  however, that in the event that any Ground Lessee disagrees with the aforesaiddetermination,  the  dispute shall be submitted to and determined by arbitration in accordance with the provisions of  Article 10 hereof. Notwithstanding the foregoing, in the event the Association determines that a  Ground Lessee's operations cause excessive Easement Area or Common Area Expense that  would not be accounted for in the foregoing methods of apportionment of Assessments, such  Ground Lessee shall be liable for payment of additional Assessments as determined by the  Association.         Section 2.11 Ground Lessee's Personal Obligation for Payment of Assessments. The  Annual, Special and Outdoor Water Features Assessments provided for herein shall be the  personal and individual debt of the Ground Lessee of the Lot covered by such Assessments. No  Ground Lessee may exempt itself from personal liability for such Assessments, whether by  selling, transferring, leasing, abandoning or not using its Lot, by not using or availing itself of the  benefits of the Common Elements, Easement Areas and the Common Areas or the services or  facilities furnished, provided or maintained by the Association hereunder, or otherwise. In the  event that any Assessment remains unpaid as of the date on which the same becomes delinquent,  and such default shall continue uncured for a period of thirty (30) days following the giving of  written notice by the Association of the fact of such delinquency, then the Ground Lessee of the  Lot shall be obligated to pay interest at the rate of eighteen percent {18%) per annum on the sum  of the amount of the late charge provided for in Section 2.9(d) hereof and the amount of the  Assessment from the due date thereof, together with all costs and expenses of collection  (including, without limitation, reasonable attorneys' fees, whether or not legal proceedings are  actually instituted), and the Association shall have the right to bring suit against such Ground  Lessee to recover a money judgment for these amounts without foreclosingor  waiving the liens  securing the same provided for in Section 2.11 hereof.         Section 2.12 Assessment Lien and Foreclosure. All sums assessed in the manner  provided for in this Article which remain unpaid, together with late charges, interest thereon and  on such late charges and the costs of collection (including, without limitation, reasonable  attorneys' fees as provided above), shall become a continuing charge and shall constitute and be  secured by a separate valid and subsisting lien, which is hereby created and fixed, on the Lotto   which they relate, together with all Improvements thereon, forthe  benefit of the Association (and  all Ground Lessees of other Lots), which lien shall bind such property in the hands of the Ground  Lessee and such Ground Lessee's heirs, devisees, personal representatives, successors and  assigns (including, without limitation, the First Mortgagee or any other Person who obtains  leasehold title to a Lot as a result of foreclosure, trustee's sale or deed in lieu thereof, but only, in  the case of a First Mortgagee, where such First Mortgage was Recorded subsequent to the date  when payment of any such Assessment became due and payable). Subject to the condition that  the Association be made a party to any legal proceeding to enforce any lien hereinafterpr ovided  to be superior thereto, the lien hereby created shall be subordinate and inferiorto  (a) all liens for                                        14  BN 32866176vl2  





 






taxes or special assessments levied by any governments with jurisdiction, or any political  subdivision or special district thereof, and (b) all liens securing amounts due or to become due  under any First Mortgage Recorded with the Recorder prior to the date an Assessment lien is  Recorded; and any foreclosure of any such superior lien ( or exercise of any power of sale  contained in any such prior First Mortgage or other security instrument), or through other legal  proceedings in which the Association has been made a party, shall cut offand  extinguish the  liens securing the Annual and Special Assessments which became due and payable prior to the  date upon which such foreclosure or sale has been completed or final judgment shall have been  entered in such other legal proceedings (and all rights of appeal therefrom shall have expired),  but no such foreclosure shall free any portion of the Lot or the Improvements thereon from the  lien securing Assessments thereafter becoming due and payable, nor shall the liability of any  Ground Lessee personally obligated to pay any such Annual or Special Assessments which  become due prior to such foreclosure be extinguished by any such foreclosure. Such unpaid  share of Assessments, to the extent not collected from the delinquent Ground Lessee, shall be  deemed to be Common Expenses collectible from all of the Lots; provided, however, that in the  event such unpaid share of Assessments is collected, as Common Expenses, from the Ground  Lessees of other Lots, but is subsequently recovered by the Association, either through  foreclosure or otherwise, the amounts previously paid by such other Ground Lessees in respect  of such unpaid share shall be refunded to such other Ground Lessees or, at the option of the  Association, shall be retained and credited against future Assessments against the Lots of such  other Ground Lessees.         To the extent consistent with and subject to the foregoing provisions, whenever any  Assessment or other amount due from a Ground Lessee to the Association on behalf of any Lot  or the Improvements thereon is not paid by the date on which the same becomes delinquent, and  such default shall continue uncured for a period of thirty (30) days following the giving of  writtennotice  by the Association of the factof  such delinquency, the Association, as a Common  Expense, may institute and maintain an action at law or in equity against such defaulting Ground  Lessee to enforcecollection  of such amount or any portion thereof and/or for foreclosureof  such  lien. All such actions may be instituted and brought in the name of the Association or any other  Person authorized by this Declaration or by law, and the lien may be foreclosed and the  leasehold interest in the Lot (together with the Improvements thereon) sold in the same manner  as a realty mortgage or in any other manner permittedby  law for the enforcement or foreclosure  of liens against real property. It shall be a condition of any judgments or orders rendered in  connection with enforcement or foreclosure of the lien that a purchaser shall take the interest in  the leasehold interest in the Lot (together with the Improvements thereon) sold subject to this  Declaration. Foreclosure of the lien (and sale of the Ground Lessee's leasehold interest in the Lot  in connection therewith) shall not terminate or otherwise affect the rights of a Ground Lessee  Subtenant under any then existing lease of all or any portion of the Lot (unless such lease shall  otherwise provide to the contrary), and the purchaser of such leasehold interest in the Lot shall  take title thereto subject to any such lease. The Association, acting on behalf of the Ground  Lessees, shall have the power to bid for the leasehold interest in the Lot (together with the  Improvements thereon) at any sale and to acquire and hold, lease, mortgage or convey the same.  In the event the Ground Lessee against whom the defaulted Assessment was made is the  purchaser or redemptioner, then unless all amounts secured by the lien were paid in connection  with such purchase or redemption, the lien shall continue in effect and said lien may be enforced  by the Association, for the unpaid balance of all amounts that were due prior to the final                                        15  BN 32866176vl2  





 






conclusion of any such foreclosure or equivalent proceedings. Further, notwithstanding any  foreclosure of the lien, any Assessments and any other amounts which had accrued as of the time  of foreclosureand  which remain unpaid after application of any sale proceeds as providedby  law  shall continue to exist as personal obligations of the defaulting Ground Lessee of the Lot to the  Association, and the Association may use reasonable efforts to collect the same from said  Ground Lessee even if such Person is no longer a Ground Lessee.         Section 2.13 Suspension of Rights. In addition to all other remedies provided forin  this  Declaration or at law or in equity, the Association may temporarily suspend the approval or  voting rights of a Ground Lessee whose default in  the payment of any Assessment or any  other  amount due to the Association as provided in this Declaration remains uncured for a period of  ten (10) days  following  the  giving of written notice by the Association of the fact of such  delinquency until such time as all such amounts, together  with all applicable late charges in  respectthereof  and interest thereon and on such late charges, shall have been paid in full.         Section 2.14 Common Areas and Common Elements Exempt. All Common Areas and  Common Elements shall be exempt from the Assessments and lien created herein.                                  ARTICLE3                              LOT MAINTENANCE         Section 3.1 Duty of Maintenance. Each Ground Lessee shall, at such Ground Lessee's  sole cost and expense,  keep such Ground  Lessee's Lot (including buildings, Improvements,  Private Roads, streets and driveways constructed primarily for use by such Ground Lessee and  such Ground Lessee's Subtenants, parking areas, easement areas and grounds thereon, but  excluding Easement Areas in which the Association has been granted an easement) in a well­ maintained, clean, neat and attractive condition at all times and shall comply in all respects with  Community Standards and with the standards adopted from time to time by the Association,  including the Riverwalk General Landscape Maintenance General Items dated June 4, 2018, as  set forth  in Exhibit "K" to this Declaration, as  the Association may revise such standards from  time to time. Maintenance requirements shall include, but are not limited to, the following:              (a)  all  rubbish,  trash, garbage, litter, debris, refuse and other waste shall be stored in clean and sanitary waste receptacles and shall be promptly removed from the Lot prior  to its accumulation;               (b)  all exterior lighting and mechanical facilities shall be kept in good working order, and the Easement Areas and Common Areas shall be illuminated as the  Association shall determine;               (c)  all parking areas shall be striped and all parking areas, Private Roads, streets and driveways (other than Private Roads, streets and driveways to be maintained by the  Association as part of the Easement Areas or Common Areas) shall be kept in good repair;              (d)  subject to the provisions of Articles 4, 7 and 8 hereof, all exterior damage to any Improvements shall be promptly repaired and the exterior of all Improvements shall be  repainted as needed to maintain a firstclass  appearance of the Improvements;                                        16  BN 32866176vl2  





 






           (e)   all lawn areas shall be timely mowed as needed to keep an even, well groomed appearance and shall be watered and fertilized at such times and in such quantities as  required to keep the grassalive  and attractive and free of weeds;              (f)   all trees, shrubs, plants and ground covers shall be timely and properly trimmed (including,  without limitation, the removal of dead wood therefrom) according to their  plant culture and landscape designand  shall be watered and fertilized at such times and in such  quantities as required to keep  them  alive  and attractive. Any  dead tree, shrub,  plant or ground  cover shall be removed and replaced immediately. All bed areas shall be kept freeof  weeds and  cultivated periodically as needed; and              (g)   that portionof  any landscape irrigation system that: (i) is located on, over, under or across the Lot; and, (ii) with respect to any Lot adjacent to a public roadway, is located  on, over, under or across that portion of the Master Ground Lease Property between the Lot line  and the back of the curb for such public roadway.         Notwithstanding the foregoing, Ground Lessees of anyLot  adjacent to a public roadway  shall be responsible forthe  maintenance requirements set forth in Section 3.l(e) and 3.I(f) with  respect to that portion of the Master Ground Lease Property located between the Lot line and the  back of the curb for such public roadway. Nothing herein shall prevent any Ground Lessee from  contractually obligating any  Ground Lease Subtenant of such Ground Lessee to perform the  maintenance required  under this Article 3 or to pay to such Ground Lessee such Subtenant's  share of the costs, as determined by the Ground Lessee, if the Ground Lessee performs such  maintenanceor  causes such maintenance to be performedat  Ground Lessee's expense.         Section 3.2 Landscape and Irrigation Maintenance Standards. The Association shall  develop, design and publish to all Ground Lessees and Sublessees  detailed landscape and  irrigation maintenance standards for the Master Ground Lease Property. The Association shall  be responsible for enforcingsuch  standards. The Association may, from time to time, amend and  modifysuch  standards and notify all Ground Lessees and Sublessees of such modified standards.  In no event shall such standards conflict with the Lot maintenance requirements of this Article 3.         Section 3.3 Maintenance During Construction. After grading, drainage, utility  installation, construction of streets, street lights, sidewalks and all other improvements with  respect to the Easement Areas, Common Areas, Common Elements or any Lot have been  completed, any construction on or concerning any Lot by or on behalf of any Ground Lessee  shall be governed by the followingrestrictions  unless a prior written waiver is obtained fromthe   Committee.              (a)   Construction Duration. All construction shall be carried out in an orderly and timely manner. Once commenced, construction shall be carried out continuously except for  delay caused by any force  majeure event. Any construction envisioned to require more than  eighteen (18) months for completion shall require the prior written approval of the Committee  before commencement of construction. Any construction in progress actually requiring more  than eighteen (18) months for completion shall require the written approval of the Committee  before continuation beyond the eighteen(18)  month period is permitted (which approval, in the  case of extensions, shall not be unreasonably withheld or delayed if the Ground Lessee can                                       17  BN 32866176vl2  





 






demonstrate that completion within the eighteen (18) month period (unless otherwise approved  by the Committee) was not accomplished due to causes over which it had no reasonable control  and to which it did not contribute);               (b)  Portable Toilets. All construction sites shall be equipped with portable toilets and all portable toilets shall be located a minimum of twenty-five feet (25') fromproperty   lines, and shall be emptied as often as required to ensure the absence of any noxious odors;               (c)  Damaged  Common Elements, Easement Areas or Common Areas. All broken sidewalks or cracked or potholed streets or other  Common Elements, Easement Areas or  Common Areas which are damaged due to the construction process forthe  development of a Lot,  shall be repaired, to the reasonable satisfaction of the Association, at the sole  expense of the  Ground Lessee of the Lot on which or for whose benefit the construction is being performed.  The damaged Common Elements, Easement Areas or Common Areas shall be repaired within  seven (7) days after the damage occurs. If any damaged Common Elements, Easement Areas or  Common  Areas are not completely restored to their pre-damaged condition or replaced by  substitutes acceptable to the Association within seven (7) days after the damage is detected, the  Association may, at its option, cause the damage to be repaired at the expense of the Ground  Lessee of the Lot on which or for whose benefitthe  construction is being performed;               (d)  Damaged Utilities. All Common Area or Easement Area utilities serving more than one Lot damaged as a result of any construction being undertaken on or for the benefit  of a Lot shall be repaired immediately and without delay, to the reasonable satisfaction of the  Association, at the sole expense of the Ground Lessee of the Lot on which or for whose benefit  the construction is being performed. If anydamaged  utility is not completely repaired or replaced  by substitutes acceptable to the Association within twenty-four (24) hours after the damage is  detected, the Association may, at its option, cause the damage to be repaired at the expense of the  Ground Lessee of the Lot on which or for whose benefit the construction is being perfonned;               (e)  Damaged Landscaping or Sprinkler Systems. Any landscaping materials or sprinkler systems on an adjacent Lot or on adjacent Easement Areas or Common Areas  abutting any particular construction project damaged in the course of such construction shall be  replaced or repaired within five (5) days after damage is detected, to the reasonable satisfaction  of the Association, at the sole  expense of the Ground Lessee of the Lot on which or for whose  benefit the construction is being performed. If any  damaged  landscaping materials or sprinkler  systems are not completely repaired or replaced within two (2) days after the damage is detected,  the Association may, at its option, cause the damage to be repaired at the expense of the Ground  Lessee of the Lot on which or for whose benefit the construction is being performed;               (f)   Parking and Enforcement. No parking will be permitted on private or public roadways or streets. The Association is authorized to tow all vehicles in violation of the  foregoing constructionparking  restriction and enforceall  other applicable Community Standards   in coordination with the Community. Construction, delivery and other vehicles operated or   utilized in connection with construction activities upon a Lot shall be parked only upon such Lot  or, with the priorwritten  consent of the Ground Lessee of another Lot, upon such other Lot; and                                         18   BN 32866176vl2  





 






           (g)   Development Standards. Open space, parking space requirements, driveways, FAR, other development standards are to be calculated for the areas as shown on the  Community Design Review Committee approved site plans.        Section 3.4 Enforcement of Maintenance Duties. If, in the reasonable opinion of the  Association, any Ground Lessee has failed to observe or perform any of the obligations or duties  set forth in Sections 3.1 and 3.2 above, then the Association shall give the Ground Lessee written  notice of such failure, and the Ground  Lessee shall observe or perform the obligation or duty  required within ten (10) days after receiving such notice (or such  fewer  days as stated in such  notice); provided, however, that if such non-performed or non-observed obligation or duty is one  which cannot be performed or observed within ten (10) days (or such fewer days), then so long  as the Ground Lessee commences such performance or observance within said ten (10) day  period  and  thereafter diligently prosecutes such performance or observance until completion to  the satisfaction of the Association, then the Association shall not be entitled to exercise the  remedy provided for in the following  sentence. Should any Ground Lessee fail to fulfill this  obligation or duty within such period, then the Association, through its employees or authorized  agents, shall have the right and power to enter onto the Lot and perform such obligation or duty  without liability to any Person for damages for wrongful entry or trespass. Each Ground Lessee  of any  Lot on which such work is performed shall be liable for the cost of such work and shall  promptly reimburse the Association for such cost. If such Ground Lessee shall fail to reimburse  the Association within ten (10) days after receipt from the Association of a written statement  describing the work performedand  the cost thereof, then said indebtedness shall be a debt of said  Ground Lessee  and  shall constitute a lien against the Lot on which  said  work was performed.  The debt shall bear interest and be subject to the costs as provided forin  Section 2.10 above and  shall be  collectible in the same manner as provided for therein. Similarly, the lien referred to  herein shall have the same attributes as the lien set forth in Section 2.11 above, which provisions  are incorporated herein by reference, and the Association shall have identical powers and rights  with respect to said lien as it has with respect to thelien  described in Section 2.11 hereof.        Section 3.5 Approvals, Waivers and Variances. It is the intent of this Declaration that  the regulation of Lots as set forth in this Article 3 be strictly adhered to. Notwithstanding that  intent, it is recognized that particular circumstances may from time to time and on a case-by-case  basis necessitate the waiving or varying of certain of the requirements set forth in this Article 3.  Therefore, for good cause shown, the Association may, in its reasonable, good faith discretion,  on a case-by-case basis, waive or vary one or more of the requirements and standards of this  Article 3 so long as such waiver or variance does not violate the overall scheme and intent of this  Article 3. Any waiver or variance, when granted, shall be final and binding upon all Ground  Lessees provided that it is granted in accordance with the provisions of this Section 3.4. The  granting of a waiver or variance to one Ground  Lessee shall not automatically entitle another  Ground Lessee to the same waiver or variance, it being understood that each request fora  waiver  or variance shall be treated on its own merits. Further, the granting of a waiver or variance to a  Ground Lessee shall not automatically entitle that Ground Lessee to any subsequent or additional  waiver or variance. All approvals, waivers and variances by the Association shall  be in writing  and granted and signed by the Association  and, if requested  by the applicant, shall be in  recordable form. Any approval, waiver or variance in any form other than as set forth in the  immediately preceding sentence shall not be binding on the Association.                                       19  BN 32866176vl2  





 






                                ARTICLE4                          ARCHITECTURAL CONTROL         Section 4.1 Architectural DesignReview  Committee. There is hereby established an  Architectural Design Review Committee (the "Committee") which shall consist of not less than  three (3) natural persons who may or may not be Ground Lessees, Affiliates of Ground Lessees,  or partners, directors, officers, employees, agents or representatives thereof. In the event any of  such persons is a Ground Lessee, Affiliate of a Ground Lessee or partner, director, officer,  employee, agent or representative of a Ground Lessee or any of its Affiliates, then said natural  person shall serve on the Committee solely forso  long as that natural person is a Ground Lessee  or the Person of which he or she is an Affiliate or a partner, director, officer, employee, agent or  representative is a Ground Lessee or an Affiliate of a Ground Lessee. The members of the  Committee shall be appointed by the Association and shall serve at the pleasure of the  Association. In no event shall the Articles or the Bylaws contain any terms or conditions, or  confer upon the Committee the power to enact any rules, procedures or regulations, which are  materially inconsistent or materially conflict with the provisions of this Declaration. No member  of the Committee shall receive any compensation forhis  or her services; provided, however, that  any member of the Committee may be reimbursed for reasonable expenses and costs incurred by  him or her in carrying out his or her duties. No member of the Committee shall be personally  liable to the Ground Lessees, Declarant or the Association for any mistake of judgment or for  any other acts or omissions of any nature whatsoever (including, without limitation, any mistake  in judgment, negligence or nonfeasance) except for willful or intentional misconduct or fraud.  The Association shall indemnify and hold harmless the members of the Committee, and their  respective heirs and legal representatives, against all contractual and other liabilities to others  arising out of (i) contracts made by the Committee on behalf of the Ground Lessees or the  Association, (ii) acts or omissions of such members of the Committee, or (iii) their status as  members of the Committee; provided, however, that the aforesaid indemnification shall not be  applicable where any such contract, act or omission constitutes willfulor  intentional misconduct  or fraud. The foregoing indemnification shall include indemnification against all costs and  expenses (including, but not limited to, reasonable attorneys' fees and disbursements, amounts of  judgmentspaid  and settlement amounts) actually and reasonably incurredin  connection with the  defense of any claim, action, suit or proceeding, whether civil, criminal, administrative or other,  in which any such member of the Committee may be involved by virtue of being or having been  a member of the Committee; provided, however, that such indemnity shall not be operative with  respect to (a) any matter as to which such member of the Committee shall have finally been  adjudged in such action, suit or proceeding to be liable forwillful  or intentional misconduct or  fraudin  the performanceof  his or her duties as such member of the Committee; or (b) any matter  settled or compromised, unless, in the opinion of independent counsel selected by the  Association, there is no reasonable ground for such member of the Committee being adjudged  liable forwillful  or intentional misconduct or fraud in the performance of his or her duties as  such member of the Committee. If the Board fails to appoint a Committee, the Board shall serve  as the Committee.         Section 4.2 Function of the Committee. The Committee shall have the authority and  responsibility to administer the policies of the Association with respect to construction and to  approve and regulate the designand  construction of all Improvements within the Master Ground  Lease Property so as to assure compliance with the intent and purpose of this Declaration. The    BN 32866l76vl2                      20  





 






Committee shall have the power to create architectural and landscaping design guidelines. All  Improvements shall be designed and constructed strictly in accordance with the plans and  specifications therefor as approved by the Committee and, once approved by the Committee,  approved by the Community (if applicable), in accordance with  the  standards and procedures  hereinafter set forth. Plans and specifications shall first be presented to the Committee (and not  to the Community or simultaneously to  the Community). Approval of plans and specifications  by the Committee shall be based,  among  other  things,  on  the  adequacy of Lot dimensions,  structural design,conformity and  harmony of the externaldesign  with neighboring structures and  Lots,  the relation of finished grades and elevations to neighboring Lots,  conformity to both the  specific and  general intent of this Declaration and  any other relevant Community or Committee  guidelines. The Committee shall have the right to employ, for reasonable compensation, at the  sole cost and expense of the  applying Ground Lessee,  one or more professional consultants to  assist it in discharging its duties. Any decision of the Committee in its areas of responsibility  shall be final, conclusive, and binding upon all Ground Lessees and their tenants provided it is  made in accordance withthe  provisions of this Declaration. Approval of plans and specifications  by Committee shall  also be based upon conformity with the harmony of such plans and  specificationswith  existing or possible free standing signage, either installed or possibility to be  installed in the future, in the Common Signage Area. No plans and specifications shall be  presented to the Community unless they are firstapproved  by the Committee.         Section 4.3 Use of Approved Civil Engineer and Landscape Architect. In the interest  of uniformity and cohesive design, the Committee shall designate an approved civil engineering  firm and a landscape architectural firm, fromtime  to time, which firms shall be used forall  civil  engineering and landscape architectural services  within the Master Ground Lease Property,  unless otherwise agreed by the Committee.         Section 4.4 Submission of Community Pre-Application Materials to Committee. The  following information (which may be included in a final draft purchase and sale agreement or  finaldraft sublease  agreement between a Ground Lessee and an interested party)which  a Ground  Lessee intends to submit  to the Community for review shall first be submitted to the Committee  and shall include:              (a)   a project narrative regarding the proposed use of the Improvements;             (b)   an architectural master plan;             (c)   conceptual building elevations and renderings;             ( d)  preliminary engineering and architectural plans and specifications for all proposed Improvements;             (e)   a grading plan showing existing contour grades (in one-foot contour intervals), finished spot grades, building finished floor elevations, and the location of all  proposed and existing Improvements. Existing and finished gradesshall  be shown at Lot corners  and at  corners of proposed Improvements. Lot drainage provisions, including any storm sewer  locations and drainage retention areas, shall be indicated as well as cut and fill details if any  changes are to occur in the finishedlot  contour at any exterior boundary of the Lot. All grading                                       21  BN 32866176vl2  





 






and drainage retention provisions shall fully comply with applicable Community and other  governmentalordinances  and regulations as may be in effectfrom  time to time;              (f)   a site plan showing the location of all existing and proposed Improvements, including, without limitation, all parking areas with number and size of parking  spaces, trash receptacle locations, required fire lanes, site ingress and egress, and the location of  all delivery or pick�up doors,  personnel doors,  entry doors, exterior glass or windows, and any  other openings in the buildings;              (g)   site lighting plans;             (h)   site photometric plans             (i)   all building materials and colors forproposed  Improvements;             G)    landscaping and utility plans and specifications;            (k)   a detailed list of all waivers or variances requested pursuant to Section 3.4, Section 4.10 or Section 5.17; and              (1)   such other information as may be requested by the Committee. The Committee may, in its reasonable discretion, permit plans and specifications to be submitted  in scheduled phases and may, but shall not be required to, give conditional or partialapprovals  to  plans and specifications; provided, however, that no permitted delay in the submission of plans  or specifications and no conditional or partial approval shall in any  way obligate the Committee  to any subsequent or additional approval, waiver or variance; and provided further that no  Ground Lessee may submit a preliminary plans and specifications package to the Community  until the Ground Lessee has first received Committee approval of those plans and specifications  as provided forin  Sections 4.4 and 4.6 of this Declaration.         Section 4.5 Initial Committee Approval. The Committee shall indicate its approval or  disapproval of the submitted plans and specifications in the manner set forth in Section 4.6.  However, if the Committee fails to either approve or disapprove a Ground Lessee's plans and  specifications (including resubmission of disapproved plans and specifications) within fifteen  (15) days (or as specified by the Committee) after they have been submitted to it (provided that all required information has been submitted), it shall be conclusively deemed that said plans and specifications have  been approved, subject, however, to the conditions, covenants, restrictions and reservations contained herein and subject to Ground Lessee's completion of the requirements of Section 4.5.        Section 4.6 Final Community and Final Committee Approvals. At such time as a  Ground Lessee has received or is deemed to have received Committee approval pursuant to  Section 4.1, the Ground Lessee shall submit the plans  and specifications and other required  materials to the Community for review. In  the event Ground Lessee receives the Community's  approval,  Ground  Lessee  shall be required to submit evidence of the same to the Committee,  together  with the conditions,  limitations, revisions or stipulations, if  any, imposed by the  Community in connection with its approval. The Committee shall have fifteen (15) days (or as    BN 32866176vl2                      22  





 






otherwise stated by the Committee) after its receipt of same to review the Community's  conditions, limitations, revisions or stipulations, if any,  and to impose, in its reasonable  discretion, any additional conditions, limitations, revisions or stipulations which it deems  reasonably necessary because of  the imposition of the Community's conditions, limitations,  revisions or stipulations, if any, to assure compliance with the intent and purpose of this  Declaration. If the Committee fails to notify the Ground Lessee of additional conditions,  limitations, revisions or stipulations within said fifteen (15) days (or the number of days  otherwise stated by the Committee), it shall be conclusively deemed that final approval shall be  conditioned solely upon compliance with the Community's conditions, limitations, revisions or  stipulations. Thereafter, the Ground Lessee shall submit working drawings to the Committee  consistent with the Community's and the Committee's conditions, limitations, revisions  or  stipulations. The Committee shall approve or disapprove the working drawings in the manner set  forth in this Section 4.6 within twenty (20) days after receipt thereof. The Committee shall not  withhold its approval of the working drawings if they are fully consistent with the Community's  and  the Committee's previously imposed conditions, limitations, revisions or stipulations.  Failure of the Committee to approve or disapprove the working drawings within said twenty (20)  day period shall constitute final approval thereof, subject to the terms and conditions of this  Declaration.        Section 4. 7 Form of Committee Approvals. All actions of the Committee, including,  without limitation, approval of plans and specifications and the grantingof  waivers or variances  pursuant to  Section 4.10 hereof, shall be set forth in writing and made and signed by at least two  (2) members of the Committee. Any approval, waiver or variance in any form other than as set forth in the immediately preceding sentence shall not be binding on the Committee or the Association ( except where an approval is deemed to have been given pursuant to the provisions of Sections 4.5 or 4.6 above). The Committee shall promptly notify the Ground Lessee in writing upon receipt of all required  plans and specifications or other required information, but the applicable time periods shall commence on the date of receipt by the Committee rather than the date of notificationof  such receipt.        Section 4.8 Limitation of Liability. Subject to the provisions of Section 4.1 above,  neither the Association, the  Committee nor any of its members shall be liable in damages or  otherwise to anyone submitting plans and specifications for approval or to any Ground Lessee  affectedby  this Declaration by reason of mistake of judgment, negligence or nonfeasancearising   out of or in connection with  the approval or disapproval or failure to approve or to disapprove  any plans and specifications. Further, the design and construction of any Improvement shall be  the sole responsibility of the Ground Lessee and any recommendation with respect to anyplans   or specifications or the means or method of construction made by the Committee or any member  thereof shall not  alter the Ground Lessee's responsibility for the safe  and proper design and  construction of said Improvement; nor shall it give  rise to any claim  by anyone against the  Association or the Committee (or, after  the TransferDate,  the  Board or any member thereof) for  any defect in designor  constructionof  any Improvement.         Section 4.9 Enforcement by Committee. No Improvement shall be constructed,  erected, placed, altered (by addition or deletion), maintained or permitted to remain on any Lot  except in accordance with plans and specifications  approved by the Committee and the  Community. Any Improvement not designed and constructed in accordance with plans and                                       23  BN 32866176vl2  





 






specificationsso  approved shall conclusively be deemed in violation of this Declarationand  shall  be removed or corrected by the Ground Lessee to the reasonable satisfactionof  the Committee.  In addition to any other remedy provided forin  this Declaration, the Association may bring suit  to enjoin the commencement or continuance of construction of any Improvement for which the  Committee has not approved plans and specifications and may  also bring suit  to  enjoin the  continuance of construction of any Improvement that is not being constructed in accordance with  plans and specificationspreviously  approved by the Committee and the Community.         Section 4.10 Approvals. Waivers and Variances. It is the intent of this Declaration that  the regulation of Lots as set  forth  in  this Article 4 be strictly adhered to. Notwithstanding that  intent, it is recognized that particular circumstances may from time to time and on a case-by-case  basis necessitate the waiving or varying of certain of the requirements set forth in this Article 4.  Therefore, for good cause shown, the Committee may, in its reasonable, good faithdiscretion,  on  a case-by-case basis, waive or vary  one or more of the requirements and standards of this  Article 4 so long as such waiver or variance does not violate the overall scheme and intent of this  Article 4. Any waiver or variance, when granted, shall be final and binding upon  all Ground  Lessees provided that it is granted in accordance with the  provisions of this Section  4.10. The  granting of a waiver or variance to one Ground Lessee shall  not automatically entitle another  Ground Lessee to the same waiver or variance, it being understood that each request for a waiver  or variance shall be treated on its own merits. Further, the granting of a waiver or variance to a  Ground Lessee shall not automatically entitle that Ground Lessee to any subsequent or additional  waiver or variance. All approvals, waivers and variances by  the  Committee shall be in writing  and made by a majority of the members of the  Committee  and, if requested by the applicant,  shall be in recordable form. Any approval, waiver or variance in any form other than as set forth  in the immediately preceding sentence shall not be binding on the Committee or the Association  ( except  where an approval is deemed to have been given pursuant to the provisions of  Sections 4.5 or 4.6 above).        Section 4.11 Exemption of Certain Improvements. Notwithstanding any other provision  of this Declaration  to the contrary, a Ground Lessee shall not be required to comply with the  provisions of Sections 4.2, 4.3, 4.4, 4.5, 4.6 or 4.8 of this Declaration as to the initial  construction of any Improvements which are approved in advance by Declarant or are  constructed by Declarant or any of its members or their affiliates; and are commenced prior to  the recording of this Declaration and are thereafter completed (i) by Declarant, or  (ii) substantially in accordance with the plans and specifications therefor previously approved by Declarant; any and all subsequent alterations, repairs, replacements or reconstruction of all or any part of such Improvements shall, however, be fully subject to the provisions of said Sections (and all other provisions of this Declaration).                                   ARTICLES                    REGULATION OF USE AND IMPROVEMENTS                             WITHIN THE PROPERTY         Section 5.1 Permitted Uses. Subject to the provisions of Sections 5.2 and 5.3 below,  and subject  further to such additional restrictions or limitations as may be validly imposed in a  Sub-Declaration or other Recorded instrument affecting one or more Lots, the Lots, Easement                                         24  BN 32866176v12  





 






Areas and Common Areas may be used for any use pennitted by law and applicable Master  Ground Lease and Substitute Lease(s) (the "PennittedUses")  which include the following:               (a)   commercial, including service, retail and entertainmentuses;               (b)  office,including  business and medical uses;              (c)   hospitality, including restaurant, hotel and ancillary uses;              (d)   multi-family residential for use  by individuals and family tenants for periods of less  than thirty (30) consecutive days of occupancy (except for multi-family  residential developments approved for stays exceeding such time limit as may be approved by   the Association and also by the Community under a Conditional Use Permit); and               (e)   light manufacturing and/or assembly as may be approved by the  Association and alsoby  theCo mmunity under a Conditional Use Pennit.         Section 5.2 Prohibited Uses. Unless otherwise approved by the Association prior to   such use, the following uses of Lots are prohibited:               (a)   any use which is offensive by reason of odor, fumes, dust, smoke, noise,  glare, heat, sound, vibration, radiation (other  than in connection with medical diagnosis and   treatment) or pollution, or which constitutes a nuisance or is hazardous by reason of risk of fire   or explosion, or injurious to the reputation of any Lot or Ground Lessee;               (b)   any use which is in violation of the laws (after taking into account the  application of any validly granted or adopted variance, exception or special use ordinance or   regulation) of the United States, the Community or any other governmental entity having  jurisdiction over  the Master Ground Lease Property, or in violation of any Conditional Use   Permit or Community Planning and Zoning Ordinances (unless approved under a Conditional   Use Permit);               (c)   Any of the following uses:                    (i)   Any stand-alone body or fender repair operation that is not part of   an automobile dealership;                    (ii)  Any fleamarket  and/or swap meet;                    (iii) Any massage  parlor (other than licensed therapeutic massage),  adult book shop, adult novelty shop, movie house or other establishment selling or exhibiting   sexually explicit or  pornographic materials or other sexually explicit or pornographic use;   provided, however, that such restrictions shall not preclude the (A) showing of films in any "first   rate" motion picture theater, so long as such motion picture theater does not show any picture   that has received an "X-rating" fromthe  Motion Picture Association of America or any successor   to the Motion Picture Association of America which rates motion pictures, or any other pictures   that are considered pornographic, and (B) sale or rental of adult books, magazines or videos a's an                                        25   BN 32866176vl2  





 






incidental part of the business of a  general purpose bookstore normally found in a first class  shopping center;                    (iv)  Any tattoo parlor, "head shop" or any establishment selling drug relatedparaphernalia;                     (v)   Any "sidewalk sales" or sales outside a building, unless approved by the Association;                    (vi)  As to any motion picture theater, any use other than a motion picture theater use,  sales of concessions, related movie  items,  video  arcade, and related uses,  without the prior written consent of the Association;                    (vii) Unless approved by the Association and by the Community under a Conditional Use Pennit,  any warehouse (provided that: (i) a warehouse occupying less than  50% of a building in which other approved activities are housed, or (ii) a retailer which generally  sells  to ultimate consumer purchasers but operating a "warehouse-type" operation such as a  "Costco" or consumer product warehouse retailer, shall not be deemed to be a warehouse);                    (viii) Any  heavy manufacturing, factory,  distilling, refining, smelting, agricultural or mining  operation or facility or drilling for and/or removal of subsurface  substances;                    (ix)  Any central or commercial laundry or dry cleaning plant, coin operated laundry or laundromat; provided, however, that  the foregoing prohibition shall not be  applicable to on-site service-oriented dry cleaners and launderers with pickup and delivery by the  ultimate consumer, or nominal supporting facilities, as the same may be found in retail shopping  districts, multi-family residential properties and hotels and in the Greater Metropolitan Phoenix  Area; and                    (x)   Any church or funeralparlor.              (d)  Any  use as a bar, nightclub, cocktail lounge, or similar use whereby alcohol is served for on-premises consumption, unless located in a hotel or multi-family  residential property and approved by the Association and licensed by the Community, and, in  addition, a bona fide restaurant approved by the Association and licensed by  the Community  which serves alcohol as an ancillary portion of its business (i.e., less than thirty (30%) percent of  total revenues) shall not be prohibited.               (e)  any use not permitted by the Master Ground Lease.        Section 5.3 Prohibited Conduct. Unless otherwise permitted by Applicable Law, no  Person shall, in or on any part of the Master Ground Lease Property:               (a)  Vend, peddle or solicit orders for sale or distribution of any merchandise, device, service, periodical, book, pamphlet or other matter whatsoever, except as approved in  writing by the Association;    BN 32866176vl2                       26  





 






            (b)  Exhibit any sign,placard,  banner, notice or other written material;              (c)  Distribute any circular, booklet, handbill, placard or other material;              (d)  Solicit membership in any organization, group or association or any contributionfor  any purpose;               (e)  Parade, rally, patrol, picket, demonstrate or engage in any conduct that might tend to interfere with or impede the use of any of the Easement Area or Common Area by  any permittee,create  a disturbance, attract attention or harass, annoy, disparage or be detrimental  to the interest of any of the office  or commercial businesses, light manufacturing facility or  hospitality or residential properties within the Lots;               (f)  Throw, discard or deposit any paper, glass or extraneous matter of any kind, except in designatedreceptacles,  or create litter or hazards of any kind;               (g)  Use any sound-making device of any kind  to create or produce in any manner noise or sound that is annoying, unpleasant, or distasteful; or               (h)  Deface, damage  or demolish any sign, light standard or fixture, landscaping material or other Improvement withinthe  Lots, or the property of permitteessituated   within the Lots.   The listing of specificitems  as being prohibited is not intended to be exclusive, but to indicate in  general  the manner in which the right to use the Easement Area and Common Area solely as a  means of access and convenience in use of the office, commercial and light manufacturing  businesses and hospitality and multi-family residential properties within the Lots is limited and  controlled by the Association.         Section 5.4 Lot Coverage. The percentage of each Lot which may be covered by  buildings shall be subject to the review and approval of the Committee, as part of the  Committee's review of plans for proposed Improvements on the Master Ground Lease Property  pursuant to Article 4 hereof, but shall in no event violate the Community's ordinances and  regulations in effectfrom  time to time.         Section 5.5 Parking. Parking shall be governedas  follows:              (a)   Adequate off-street parking shall be provided by each Ground Lessee. No parking shall be permitted on any private street or roadway constituting an Easement Area or a  Common Area or at any place other than on the on-site paved parking spaces to be provided by  the Ground Lessee of a Lot;               (b)   No parking will be permitted on private or public roadways or streets. No parking will be permittedon  undeveloped areas unless the Association by signage designates any  such area for overflow parking.  The Association is authorized to tow all vehicles in violation of   the foregoing parking restrictions and enforce all other applicable Community Standards in  coordination with the Community;     BN 32866176v12                      27  





 






           (c)   The location, number, size and surfacing of parking spaces shall be subject to the approval of the Committee in accordance with Article 4 hereof and shall conform at a  minimum to applicable Community ordinances and regulations in effectfrom time  to time;              (d)   All parking areas shall conform to the specific geotechnical report completed for the site and shall be paved with  such  materials and to such thicknesses and other  specifications as are recognized as a sound civil engineering practice for this use and approved  by the Committee in accordance with Article 4 hereof;              (e)   All parking areas shall be illuminated with fixtures approvedas  to height, type, location and appearance by the Committee in accordance with Article 4 hereof, which  fixtures and illumination shall be screened from view from the streets to the extent deemed  reasonably desirable by,  and using such means and materials reasonably approved by, the  Committee in accordance with Article 4 hereof, and shall be in compliance with Community  lighting ordinances regarding "dark sky" requirements; and              (f)   Each Ground Lessee and tenant shall be responsible for compliance by its employees and visitors with the applicable provisions of this Section 5.5.         Section 5.6  Loading and Receiving Areas. All loading and receiving areas shall be  screened from view from public or private streets by means and materials approved by the  Committee in its reasonable discretion in accordance with Article 4 hereof. All trucks servicing  commercial establishments shall load and unload such trucks so as not to unreasonably interfere  with the operation of the other commercial establishments within the Lots. All Federal Express,  UPS, Amazon and similarpackage  delivery services shall be made only at the loading areast and  no such deliveries shall be made at tenant or customer doors of any facility.         Section 5.7 Outside Storage. Except during construction, no materials, supplies,  equipment, finished or semi-finished products or articles of any nature shall be permitted to be  stored on any area exterior to the  building without the approval of the Association.  Any  permitted outside storage shall be screened from view of adjoining properties and public and  private streets by a solid visual barrier so as not to be visible to a person six feet (6') tall standing  at ground level on any part of adjacent streets; provided, however, that during construction of  Improvements on any Lot, necessary construction materials and supplies may be stored on the  Lot without the need for a solid visual barrier providing such materials and supplies are kept in  neat order considering the construction activities. Except during the construction process, no  temporary building or structureshall  be erected, installed or maintained on any Lot without the  prior written approval of the Association. All temporary structures used for construction  purposes must receive  prior written approval by the Committee with regard to location and  appearances, and must be removed promptly upon completion of construction, and that portion  of the Lot from which the same are removed promptly shall be placed in such condition as is  otherwise required by this Declaration.         Section 5.8 Solid Waste Containers. Subject to applicable Community ordinances and  regulations in effect from time to time which may impose additional or more stringent container  requirements, each Lot shall have a minimum of one (1) commercial size solid waste container.  Said commercial waste container shall be maintained in good mechanical condition. All waste    BN 32866176v12                      28  





 






containers shall be emptied as often as necessary so as to prevent such container  from  overflowing and at least once every seven (7) days if such container is used for the deposit of  garbage or other putrescible material. All garbage or putrescible material must be bagged or  wrapped so as to be air tight before being deposited in the waste containers. When waste  containers are in use, lids and doors of such waste containers are to be kept in a closed position at  all times except during times when such container is being emptied or filled. Each waste  container shall be screened from view from all adjacent property or streets by means of solid  masonry walls at least the heightof  the waste container.         Section 5.9 Landscaping. Subject to applicable ordinances or regulations of  Community or other applicable governmentalauthority  in effect from time to time, including but  not limited to water conservation and desert landscaping ordinances, each Lot, including portions  thereof located within any setback lines or easement areas,  shall be landscaped in accordance  with landscape plans approved by the Committee in accordance with the provisions of Article 4  hereof. Said plan shall include information regarding the scale, type of sodding, seeding, trees,  shrubs and plants, and their size and locations. The  plan shall provide information regarding  landscape treatment for the entire Lot, including fences,  walls, drainage and screening. All plans  shall also include an underground sprinkler system.  All landscaping required hereunder or  otherwise  to be provided on any Lot shall be completed within thirty (30) days after the  substantial completion of construction of the last building on the Lot in accordance with a plan  approved by the Committee in accordance with  the provisions of Article 4 hereof, which plan  may not be altered, amended or revised without the prior written approvalof  the Committee. It is  the responsibility of the Ground  Lessee of a Lot to maintain all landscaped areas of such Ground  Lessee's property (including those portionslying  within setback lines and easement areas) unless  said area is a designated Easement Area or Common Area in accordance with Article 3 of this  Declaration. If any Ground Lessee fails to undertake and complete the required landscaping, the  Association may enforce suchobligation  in accordance with the provisions of Section 3.4 hereof.         Section 5.10 �-  Signs shall be governed as follows:              (a)  no sign (including,  but  not limited to, a building identification or marketing sign or a tenant identification sign) shall be permitted on any Lot without the prior  written approval of the Committee given in accordance with the provisions of Article 4 hereof as  to size, number, location, design, and color. Normally, such approval will be limited those signs  which:                    (i)   comply with the most current Comprehensive Sign Plan approved by the Community;                    (ii)  identify the name and business of the occupant, or which give directions, or which offer the premises for sale or for lease, and                    (iii) are not of an unusual size or shape when compared to the building or buildings, if any, on the Lot;               (b)  any permitted sign shall conform to all other governmentalordinances and  regulations applicable thereto;    BN 32866176vl2                       29  





 






           (c)   any sign located on a Lot shall be maintained in good condition by the Ground Lessee of such Lot;              (d)   the Association may place and maintain signs in the Easement Areas and Common Areas for the general benefit of the Master Ground Lease Property, such  as, but not  limited to, directories, speed limit  and informationsi gns;               (e)  no flagpole or flag shall be permitted on any  Lot  without  all  aspects of such flagpoleor  flagfirst being  approved by the Association;               (f)  the AssoC.iation may place and maintain signs in the Common Signage Areas as provided in this Declaration.         Section 5.11 Utility Connections. All utility wires, pipes, conduits, facilities,  connections and installations (including, without limitation, electrical and telephone) shall be  underground.No  utility meter or apparatus shall be located on any pole or attached to  the outside  of any building wall which is exposed to view fromany  street.         Section 5.12 Height Restrictions. Unless a height variance is approved by the  Community and the Committee, no building, structure or appurtenance thereto located on the  Master Ground Lease Property shall exceed general height restrictions imposed by the  Community.         Section 5 .13 Partition Restrictions. Subject to the provisions of Section 1.1 (t) above,  the Common Elements, Easement Areas, Common Areas and each Lot  shall remain undivided,  and no Ground Lessee shall bring any action for partition of the same or of its interest therein, it  being agreed that this restriction is necessary to preserve  the  rights of the Ground Lessees with  respect to the operation and management of the Master Ground Lease Property. Notwithstanding  the foregoing, judicial partition of a Lot ground leased by two or more Persons is not prohibited  hereby so long as the same is  affected by means of a sale of the entire Lot with the partition  affectingonly  a division of the proceeds of such sale.        Section 5.14 On-Site Drainage. No water shall be drained or discharged from any Lot  or building  thereon, except in accordance with grading plans approved by the Committee in  accordance with the provisions of Article 4 hereof and the Community. Further, no Ground  Lessee shall interfere  with  the drainage established by the grading plan for the remainder of the  Master Ground Lease Propertyor  any other propertyadjacent  to the Lot,         Section 5.15 Building Exteriors. All colors of materials on the building exteriors and all  exterior wall surfacesof  any building shall be in accordance with plans and designs approvedby   the Committee in accordance with the provisions of Article 4 hereof. All  materials used for the  exterior of the buildings shall be high quality, long-life, low maintenance materials,         Section 5.16 Exterior Lighting. Exterior lighting shall be governed as follows:               (a)  all exterior lighting which are Common Elements owned by the Association shall be maintained by the Association as a Common Expense;                                        30  BN 32866176vl2  





 






           (b)   all exterior building lighting shall be designed, installed, directed, altered and maintained in accordance with  plans  and specifications submitted to and approved by the  Committee in accordance with the provisions of Article 4 hereof, and shall be in compliance with  Community lighting ordinances regarding "dark sky" requirements; and              (c)   All exterior lighting shall be compatible and harmonious throughout the Master Ground Lease Property and shall be in keeping with the specific function and building  type being served.         Section 5.17 Approvals. Waivers and Variances. It is the intent of this Declaration that  the regulation of Lots as set forth in this Article 5 be strictly adhered to. Notwithstanding that  intent, it is recognizedthat  particular circumstances may fromtime  to time and on a case-by-case  basis necessitate the waiving or varying of certain of the requirements set forth in this Article 5.  Therefore, forgood  cause shown, the Committeemay,  in its reasonable, good faith discretion, on  a case-by-case basis, waive or vary one or more of the requirements and standards of this Article  so long as such waiver or variance does not violate the overall scheme and intent of this Article  5; provided, however, that the Committee shall have no power or authority to grant any waivers  or variances of the restrictions and limitations imposed by Section 5.2 and 5.3 above (unless the  same is approved under a Conditional Use Permit). Any waiver or variance, when granted, shall  be finaland  binding upon all Ground Lessees provided that it is granted in accordance with the  provisions of this Section 5 .17. The granting of a waiver or variance to one Ground Lessee shall  not automatically entitle another Ground Lessee to the same waiver or variance, it being  understood that each request for a waiver or variance shall be treated on its own merits. Further,  the granting of a waiver or variance to a Ground  Lessee  shall not automatically entitle that  Ground Lessee to any subsequent or additional waiver or variance. All approvals, waivers and  variances by  the Association shall be in writingand  granted and signed by the Association (by a  majority of the members of the Board) and, if requested by the applicant, shall be in recordable  form. Any approval, waiver or variance in any form other  than as set forth in the immediately  preceding sentence shall not be binding on the Association.         Section 5.18 Sub-Declarations. The Ground Lessee or Ground Lessees of one or more  Lots may subject such Lots, by unanimous agreement of the Ground Lessee or Ground Lessees  of such Lots, to a Sub-Declaration not inconsistent with the provisions hereof and may designate  certain areas of such Lots as common area and common elements pursuant to the provisions of  the Sub-Declaration and may provide for the creation of an association of Ground Lessees of  such Lots to  hold  such common areas  and elements and administer such Sub-Declaration. Any  Sub-Declaration may provide formaintenance,  replacement and operation of such common areas  and elements and for assessment of Lots and the Ground Lessees thereof within the area covered  by such Sub-Declaration to pay for such costs. Any Sub-Declaration must be approved in writing  by the Association in its  sole  and absolute discretion and by the Community. Any Sub­ Declaration shall not replace this Declaration, and all Lots shall remain subject to all provisions  hereof.                                        31  BN 32866176vl2  





 






                                ARTICLE6                         RIGHTS OF FIRST MORTGAGEES         Section 6.1 Rights of First Mortgagees. Upon written request to the Association  identifying the name and address of the First Mortgagee for any Lot and the Lot address, any  such First Mortgagee will be entitled to timely written notice of:              (a)   any condemnation loss or any casualty loss which  affects a material portion of the Easement Areas, Common Areas or Common Elements;              (b)   any delinquency in the payment of Assessments or charges owed or other default in the performance of an obligation under this Declaration by a Ground Lessee of a Lot  subject to a First Mortgage  held, insured or guaranteed by such  First Mortgagee which remains  uncured for a period of thirty (30) days; and               (c)  any lapse, cancellation or material modificationof  any insurance policy or fidelity bond maintained by the Association.   First Mortgageesshall  be entitled to cure any defaultor  delinquency which is monetary in nature  or which is non-monetary  in nature but which  can be cured by the payment of money within  thirty (30) days of a notice of defaultor  delinquency sent to said First Mortgagee pursuant to this  Article 6.                                    ARTICLE 7                                 INSURANCE;                          DAMAGE AND DESTRUCTION         Section 7 .1 Partial Destruction of Lot. Subject to the other provisions of this Article 7,  in the event of any damage to or destruction of any part of the Improvements situated on a Lot  which is non-substantial in nature, the Ground Lessee of the affected Improvements shall  reconstruct the same as soon as reasonably practicable and substantially in accordance with the  provisions of Articles 3 and 4 hereof and the requirements of the Community applicable thereto.  Each Ground  Lessee shall have an easement of reasonable access onto any adjacent Lot for  purposesof  repair or reconstruction of said Improvements .        . Section 7.2 Total Destruction of Lot. In the event of any damage to or destruction of  all or a material portion of the Improvements situated on a Lot which is substantial in nature, the  Ground Lessee of the affected Improvements shall immediately clear the Lot of all rubble and  debris and restore the surface thereof to a neat, clean and attractive condition. Thereafter, the  Ground Lessee shall, within eighteen (18) months after the occurrence of such damage or  destruction, either (a) rebuild the former Improvements or construct new Improvements thereon  (in either case in accordance with the provisions of Articles 3 and 4 hereof and the requirements  of the Community applicable thereto), or (b) sell the Lot to a third Person who shall agree, for  the benefit of the Association, to construct Improvements on said Lot and commence operations  therefrom within  twelve (12) months of vesting of title. In the event the Ground Lessee of the  Lot affected by said  damage or destruction neither sells  nor  rebuilds the same within  the  aforesaid eighteen (18) month period, (a) if prior to the Transfer Date, the Declarant (at its sole  option and discretion and without the consent of any other Ground Lessee), or (b) if on or after                                       32  BN 32866176v12  





 






the Transfer Date, then the Association, shall have the right(but  not the obligation) to purchase  said Lot fromsuch  Ground Lessee at its then fair marlcet value determined,in  the event that such  Ground Lessee and the Declarant or the Association, as applicable, cannot agree upon such fair  market value within thirty (30) days after the Declarant or the Association, as applicable, gives  notice to such Ground Lessee of its exercise of such purchase right, by arbitration conducted in  accordance with the provisions of Article 10 hereof.       Section 7 .3 Partial Destruction of Easement Areas. Common Areas and Common  Elements. Subject to the other provisions of this Article 7, in the event of any damage to or  destruction of any partof  the Common Elements and/or the Easement Areas and/or the Common  Areas which is non-substantial in nature, the Association shall reconstruct or replace the same as  soon as reasonably practicable either substantially in accordance with the original plans and  specificationstherefor or  in accordance with alternativeplans  and specificationsproposed  by the  Association and approved by the Committee. The cost thereof shall be a Common Expense. Any  excess insurance proceeds shall be deposited to the general fundsof  the Association. In the event  the proceeds of the Association's insurance policies maintained by the Association as required  by this Declaration are insufficient to repair or replace the damaged or destroyed Common  Elements and/or Easement Area Improvements and/or Common Area Improvements, and  expenses related thereto, then the Association may use funds from the general account  established by it with respect to the Master Ground Lease Property or, if necessary, levy a  Special Assessment on all Ground Lessees to restore or replace said damaged or destroyed  Common Elements and/or Easement Area Improvements and/or Common Area Improvements.  Such use of fundsfrom the  general account or levy of a Special Assessment shall not constitute a  waiver of the Association's or any Ground Lessee's rights to institute any legal proceeding or  suit against the Person or Persons responsible, purposely or negligently, for the damage or  destruction. The Association shall have an easement of reasonable access onto any adjacent Lot  for the purposes of repairing or reconstructing said damaged or destroyed Easement Areas and/or  Common Areas and/or Common Elements.       Section 7.4 Total Destruction of Easement Areas. Common Areas and Common  Elements. In the event the Common Elements and Easement Areas and/or Common Areas are  totally or substantially damaged or destroyed, the repair, reconstruction or disposition thereof  and the disposition of any insurance proceeds shall be as provided by an agreement approved in  writing by Declarant or, if Declarant does not then lease any Lot, by Ground Lessees who lease  in the aggregate not less than fifty-one percent (51 %) of all acreage within the Master Ground  Lease Property (other than Common Areas).       Section 7.5 Insurance. In addition to the insurance requirements pursuant to the  Master Ground Lease or relevant Substitute Lease, the Association shall obtain and continue in  effect at all times commercial general liability insurance insuring the Association and its agents  and employees and the Ground Lessees and their respective employees, agents and invitees  against any liability for bodily injury, property damage or death arising fromthe  activities of the  insured parties with respect to the Common Elements and/or the Easement Areas and/or the  Common Areas or from the Ground Lessee's interest therein and, if not included in the policy, a  "severability of interest" endorsement precluding the insurer from denying coverage to one  Ground Lessee because of the negligence of any other Ground Lessee or the Association. Such  insurance shall be in amounts deemed appropriate by the Association, but shall in no event                                    33  BN 32866176vl2  





 






provide coverage of less than Five Million Five Hundred Thousand Dollars ($5,500,000)  combined single limit for injury to or death of any number of persons or for damage to property  of others arising out of any one occurrence. This insurance may be obtained in a combination of  primary and umbrella policies and from different insurers. In addition, the Association shall  obtain and continue in effect at all times a policy of special form causes of loss property  insurance in an amount not less than one hundred percent (100%) of the replacement value of the  Common  Elements and the Improvements located in the Easement Areas and/or the Common  Areas, including, without limitation, but only if obtainable, a "replacement cost" endorsement  providing forthe  payment of proceeds without deduction for depreciation. Such insurance shall  be maintained forthe  benefit of the Association, the Ground Lessees and all First Mortgagees, as  their respective interests may appear. To the extent that "waiver of subrogation" and  "severability of interest" endorsements are obtained, the Association and each of the Ground  Lessees hereby waive and release each other from all claims covered by insurance, but only to  the extent of insurance proceeds actually collected.         Section 7 .6 Additional Association Insurance. The Association may purchase such  other insurance, in such amounts it deems appropriate, relating to the use, occupancy,  maintenance, repair and replacement of the Easement Areas, Common Areas and Common  Elements as it may deem necessary, including, without limitation, directors' liability and errors  and omissions insurance, and may purchase fidelity coverage against dishonest acts by any  directors, managers trustees, employees or volunteers of the Association who are responsible for  handling funds belonging to or administered by the Association. Any fidelity insurance shall  name the Association as the insured and shall provide coverage in an amount not less than one  and one-half (1-1/2) times the sum of (a) the total of all Annual Assessments for the year in  question, (b) any and all reserves established by the Association hereunder and (c) the amount of  any Special Assessment approved by the Association.         Section 7.7 Ground Lessees' Insurance. Every Ground Lessee may carry such  insurance as it deems appropriate under the circumstances, but shall, at the very minimum,  obtain and continue in effect (or cause to be obtained and continued in effect) at all times the  following types of coverage: (a) commercial general liability insurance in favor of itself and its  agents and employees providing coverage against any liability for personal injury, property  damage or death arising from the activities of the insured parties or incident to the Ground  Lessee or use of a Lot in an amount not less than $2,000,000.00 (or such greater amount as  required under the applicable Ground Lease) on a "single occurrence" basis; (b) workers'  compensation and employers' liability insurance; and ( c) only if and when applicable,  contractor's liability insurance in builders' risk form, including flood coverage if available. All  policies of insurance carried by a Ground Lessee ( or caused by a Ground Lessee to be carried  hereunder) shall contain, if obtainable: (i) waiver of subrogation endorsements in favor of the  Association, each other Ground Lessee, and all of their respective agents and employees; (ii) a  waiver of co-insurance penalties endorsement based upon an agreed amount of additional  insurance carried by or for the benefit of said Ground Lessee; (iii) an endorsement waiving any  right of set-off, counterclaim, apportionment, proration or contribution by reason of other  insurance not carried by such Ground Lessee; (iv) an endorsement waiving any invalidity, other  adverse effect or defense on account of any breach of warranty or condition caused by the  Association, any Ground Lessee or any tenant of any Ground Lessee, or arising fromany  act,  neglect, or omission of any named insured or the respective agents, contractors and employees of                                       34  BN 32866176v12  





 






any insured; (v) an endorsement providing that no such policy shall be cancelled or terminated  without thirty (30) days prior written notice (or ten (10) days prior written notice for non­ payment of premium) to both such Ground Lessee's First Mortgagee(if  any) and the Association  if the Association and such First Mortgagee theretofore shall have filed written requests withthe   insurer for such notice. To the extent that "waiver of subrogation" endorsements are obtained,  the Association and each of the Ground Lessees hereby waive and release each other from all  claims covered by insurance, but only to the extent of insurance proceeds actually collected.  Prior to vesting of leasehold title, and thereafter no later than ten (10) days prior to expiration,  each Ground Lessee shall furnish to the Association an ACORD25 and ACORD28 or similar  form evidencing renewal coverage. If any loss intended to be covered by insurance carriedby  or  on behalf of the Association shall occur and the proceeds payable thereunder shall be reducedby   reason of insurance carried by any Ground Lessee, such Ground Lessee shall assign the proceeds  of such insurance (or caused by any Ground Lessee to be carried hereunder) to the Association,  to the extent of such reduction, for application by the Association to the same purposes as the  reduced proceeds are to be applied.         Section 7.8 Adjustment of Coverage: Premiums. With respect to all insurance carried  by the Association pursuant to Sections 7.5 and 7.6 hereof, the Association shall review the same  at least annually for the purpose of adjusting the amounts and types of coverage in lightof  past  experience and reasonably anticipated changes in economic conditions. All premiums for  insurance coverage required by this Declaration to be obtained by the Association and for any  other insurance deemed necessary by the Association shall be Common Expenses to be included  in the Annual Assessments levied by the Association and collected from the Ground Lessees.  That portion of the Annual Assessments necessary for the required insurance premiumsshall  be  separately accounted for by the Association in a reserve fund, to be used solely for the payment  of premiums of required insurance as such premiums become due and payable.         Section 7 .9 Adjustment of Loss; Collection of Proceeds. With respect to all insurance  carried by the Association pursuant to Sections 7.5 and 7.6, the Association shall have full power  and authority to make claims, conduct settlement negotiations, receive and give receipts for  proceeds and bring suit to enforce the provisions of such policies or for breach thereof or  otherwise.         Section 7.10 Exculpation of Association. Except as may be specificallyprovided  to the  contrary in any other provision of this Declaration, neither the Association, nor any officer,  director or Committee member thereof, shall be liable to any Ground Lessee or any employee or  agent thereof for any risk not capable of being covered by insurance obtainable in the ordinary  course of business or for any amounts in excess of the insurance actually obtained by the  Association pursuant to this Declaration; provided, however, that theafore said exculpation shall  be of no force and effect unless the Association shall have obtained written statements, dated  within thirty (30) days after the occurrence of the loss or risk, from at least three (3) independent  professional insurance agents attesting, as at the date of such statements, to the unavailability  (and/or reasonableness of amount, as applicable) of such insurance coverage.         Section 7.11 Ground Lessees' Cross-Indemnification. Each Ground Lessee agrees to  indemnify, hold harmless and defend by counsel of its choice each and every other Ground   Lessee fromand  against any and all claims, losses, judgments, liabilities and expense (including,     BN 32866176v12                      35  





 






without limitation, attorneys' fees and disbursements) arising out of or in connection with the  occurrence of any death, personal injury or property damage on its Lot; provided, however, that  the aforesaid indemnification and agreement to defend shall not apply if the death, personal  injury or property damage occurred as the result of, or if such occurrence was contributed to by,  the negligence or other tortious conduct of the Ground Lessee which would otherwise have been  indemnified, or of its partners,directors,  officers, shareholders, employees, agents, contractors or  representatives.         Section 7.12 Damage Caused by Ground Lessee. Each Ground Lessee shall be liable to  the Association for any damage to the Common Elements and/or Easement Areas and/or  Common  Areas not fully reimbursed to the Association by insurance. Moreover, in the event  that premiums for insurance carried by the Association pursuant to Sections 7 .5 or 7 .6 hereof are  increased on account of any such occurrence, the Association reserves the rightto  levy a Special  Assessment against such Ground Lessee alone in an amount equal to one hundred percent  (100%) of the increase in insurance premiums directly attributable to such occurrence for that  year and any subsequent years.                                  ARTICLE 8                               CONDEMNATION.         Section 8.1 Condemnation of Common Elements and/or Easement Areas and/or  Common Areas. Upon receipt of notice of intention or notice of proceedings whereby all or any  part of the Common Elements and/or Easement Areas and/or Common Areas is to be taken by  any governmental entity by exercise of the power of condemnation or eminent domain, all  Ground Lessees (and all First Mortgagees who shall have made written request for such notice  pursuant to Article 6 hereof) shall be immediately notified by the Association thereof. The  Association shall represent the Ground Lessees in any condemnation or eminent domain  proceedings or in negotiations, settlements and agreements with the condemning authority for  acquisition of all or any part of the Common Elements and/or Easement Areas and/or Common  Areas of the Master Ground Lease Property, and every Ground Lessee appoints the Association  as its attorney-in-fact, coupled with an interest, for this purpose. The entire award made as  compensation for such taking of Common Elements and/or Easement Areas and/or Common  Areas, including, but not limited to, any amount awarded as severance damages, or the entire  amount received in settlement in lieu of such taking, after deducting therefrom, in each case,  reasonable and necessary costs and expenses, including, but not limited to, attorneys' fees,  appraisers' fees and court costs (which net amount shall hereinafter be referred to as the  "Award"), shall be paid to the Association as trustee for the use and benefit of the Ground  Lessees and their First Mortgagees as their interests may appear. The Association shall, in the  case where not all of the Common Elements and/or Easement Areas and/or Common Areas are  taken, cause the Awardto  be utilized for the purpose of repairing and/or restoring the remaining  portions of the Common Elements and/or Easement Areas and/or Common Areas but not  necessarily to the same condition or in the same fashion as existed prior to the taking. In the  event of a total taking of the Common Elements and/or Easement Areas and/or Common Areas,  the Declaration shall be amended to reflect such taking. In the event that any excess Award is  received in respect of a taking, the Association shall propose the method of division thereof  among the Ground Lessees. In the event any Ground Lessee disagrees with the proposed                                       36  BN 32866176vl2  





 






allocation, such Ground Lessee may have the matter submitted to and determined by arbitration  in accordance with the provisions of Article 10 hereof.        Section 8.2 Condemnation of Lots. Any Ground Lessee who receives a notice of  intention or notice of proceedings whereby all or any portion of its Lot is to be taken by any  governmental entity by exercise of the power of condemnation or eminent domain shall  immediately advise both its First Mortgagee (if any) and the Association thereof. The entire  award made as compensation for such taking, including, but not limited to, any amount awarded  as severance damages, or the entire amount received in settlement in lieu of such taking, after  deducting therefrom, in each case, all costs and expenses incurred in connection therewith (said  net amount hereinafter being referred to as the "Ground Lessee's Award"), shall be paid to the  Ground Lessee, its First Mortgagee, and/or its lessee(s) (if any), and/or any other Person(s)  holding an interest in such Ground Lessee's Lot as mortgagee under a mortgage or beneficiary  under a deed of trust, all as their respective interests may appear. The Ground Lessee shall, in the  case of a partial taking of its Lot, promptly repair and/or restore the remaining portion of its Lot,  but not necessarily to the same condition or in the same fashionas  existed prior to the taking.        In the event of a total taking of a Lot (i.e., a taking either of all or so substantial a portion  thereof that the Ground Lessee can no longer use the remainder for the conduct of its business  therefrom), the provisions of Section 7 .2 shall be applicable. In the event of a total taking of  more than one Lot, the aforesaid provisions shall be applicable to the total taking of each Lot;  provided, however, that if more than fifty percent (50%) of the acreage of the Master Ground  Lease Property (exclusive  of Common Areas and areas previously dedicated for public use and  accepted by a governmental entity) is totally taken, then the Declaration shall be amended to  reflect such taking.                                   ARTICLE9                ENFORCEMENT OF COVENANTS AND ASSIGNMENT                     OF DECLARANT'S RIGHTS AND DUTIES        Section 9.1 Abatement and Suit. The conditions, covenants and restrictions contained  in this Declaration shall run with the land and be binding upon and inure to the benefit of the  Association, the Declarant and each of the Ground Lessees. Violation of any condition, covenant  or restriction herein contained shall give the Association, through its authorized agent or agents,  the right, following the expiration of the applicable periods of notice and cure provided for  elsewhere in this Declaration ( except in the case of emergencies, in which event no notice or  cure period need be afforded), to enter upon the portion of the Master Ground Lease Property  wherein said violation or breach exists and to summarily abate and remove at the expense of the  Ground Lessee any structure, thing or condition that may be or exist thereon contrary to the  intent and meaning of the provisions of this Declaration, or to institute a proceeding at law or in  equity against the Person or Persons who have violated or are attempting to violate any of these  conditions, covenants and restrictions, to enjoin or prevent them from doing so, to cause said  violation to be remedied or to recover damages forsaid  violation. Notwithstanding the foregoing,  the conditions, covenants and restrictions of this Declaration may be enforced, except as  otherwise specifically provided for in this Declaration, (a) prior to the Transfer Date, only by the  Declarant, and (b) after the Transfer Date, only by either Declarant (and then only for so long as  the Class B Membership exists or by the Association (at all times); provided, however, that if a                                       37  BN 32866176v12  





 






 Ground Lessee notifies each  party so empowered to enforce this Declaration of a claimed   violation of these conditions, covenants and restrictions by  another Ground Lessee (including,   without limitation, Declarant or any of its Affiliates) and each such party fails to act within sixty   (60) days after receipt of such notification, then, and in that event only, a Ground Lessee may  separately, at his own sole cost and expense (subject to any right or ability such Ground Lessee may have to recover any  or  all of such costs and expenses from the violating Ground Lessee),  enforcethe  conditions, covenants and restrictionsherein  contained.        Section 9.2 Deemed to Constitute Nuisance. Every violation of this Declaration or any   part thereof is hereby declared to be and shall constitute a nuisance, and every public or private   remedy allowed therefor by law or in equity against a Ground Lessee, Ground Lease Subtenant   or occupant shall be applicable against every such violation and  may be exercised by the same   Persons and under the same conditions as is provided forthe  exercise of the remedies set forth in   Section 9.1 above.         Section 9.3 Attorneys'  Fees. In any legal or equitable proceeding for the enforcement   or to restrain the violation of this Declaration or any provision thereof, the losing party or parties   shall pay the reasonable costs and attorneys' fees of the prevailing party or parties in the amount   as may be fixed by the court in such proceedings.         Section 9.4 Remedies Cumulative. All remedies provided for herein, or at law or in   equity, shall be cumulative and not exclusive. The failure of any party empowered by Section 9.1   to enforce  the conditions, covenants and restrictions hereof to enforce any of the conditions,   covenants and restrictions herein contained shall in no event be deemed to be a waiver of the   right to do so for subsequent violations or of the right to enforce any other conditions, covenants   and restrictions and none of such parties shall be liable forsuch  failureto  enforce.         Section 9.5 Certificate of Compliance. Upon payment of a reasonable fee not to   exceed Fifty Dollars ($50.00) and upon written request of any Ground Lessee, Ground Lease   Subtenant, mortgagee, prospective Ground Lessee, prospective Ground  Lease Subtenant or   prospective mortgagee of a Lot, the Association shall execute, acknowledge and deliver a   certificate in recordable form setting forth the amounts of unpaid Assessments, if any, against   that Lot and generally whether or not  said Ground Lessee is in violation of any of the termsand    conditions of this Declaration. Said written statement shall be conclusive upon the Association in   favor of the Persons who rely thereon in good faith. Such statement shall be furnished by the   Association within a reasonable  time, but not to exceed fifteen (15) business days, from the   receipt of a written request for such certificate. In the event the Association fails to furnish such   certificate within said fifteen  (15)  business  day period, it shall be conclusively presumed that   there are no unpaid Assessments relating to the  Lot as to which the request was made and that   said Lot and Ground Lessee are  in conformance with all of the terms and  conditions  of this   Declaration.          Section 9.6 Assignment of Declarant's Rightsand  Duties. Any or all of the rightsand    obligations of Declarant herein contained may  be  assigned by Declarant to any Person which   agrees to assume any or all of the duties of Declarant hereunder which are being assigned. To be   effective, any permitted assignment must be in writing and specifically  refer to the rights and   obligations of the Declarant hereunder which are being assigned. Upon acceptance of such                                        38   BN 32866176vl2  





 






assignment by any such Person, said assignee shall assume the assigned duties and obligations  hereunder and shall have the assigned rights and powers hereunder. Upon any such assignment,  Declarant shall be relieved of the assigned rights and powers and shall be released from the  assignedliabilities,  obligations and duties hereunder thereafteraccruing.  Anything else contained  in this Declaration to the contrary notwithstanding, the mere transfer of any interest in a Lot  within the Master Ground Lease Property by Declarant to any third party, whether by deed or  other instrument of conveyance, shall in no way convey any right or obligation of Declarant  hereunder except as otherwise expressly provided in such deed or other instrument of  conveyance or transfer.                                   ARTICLE 10                                 ARBITRATION         Section I 0.1 Arbitrable Matters. Whenever it is expressly provided for in this  Declaration, but only in such event, that any question, disagreement, difference or controversy  (individually or collectively, a "Dispute") between or among the Association and a Ground  Lessee or between or among several Ground Lessees arising out of or relating to this Declaration  or to a breach thereof shall be submitted to and/or determined by arbitration, such arbitration  shall be conducted in accordance with the remaining provisions of this Article 10.         Section 10.2 Governing Rules. Except as specifically may be provided to the contrary  in this Section 10.2 or in any other provision of this Article 10, all arbitrationshall  be conducted  in Maricopa County, Arizona, in accordance with the rules of the American Arbitration  Association (or  any organization successor thereto) then in full force and effect; provided,  however, that in the event of any conflict or inconsistency between the provisions of this  Declaration and the then current rules of the American Arbitration Association (or  any  organization successor thereto), the provisions of this Declaration shall govern and be  controlling. The arbitrators ( or the sole arbitrator as below provided) shall render their decision  and/or award, upon the concurrence of at least two (2) of their number (except  as otherwise  provided in Section 10.3 hereof), within thirty (30) days after the appointment of the third  arbitrator. In rendering any award and/or decision, the arbitrators ( or the sole arbitrator as below  provided) shall not have any power to and shall not add to, subtract from, deviate from or  otherwise modify any of the provisions of this Declaration. The decision and/or award rendered  by the arbitrator(s) shall be conclusive upon the parties and final and non-appealable judgment  thereupon may be entered in accordance with applicable law in any court having jurisdiction  thereof. Reasonable costs, expenses and fees (including, without limitation, attorneys' fees) of  the prevailing party in such arbitration shall be assessed against the non-prevailing party by the  arbitrators ( or the sole arbitrator as below provided) as part of the decision and/or award. The  arbitrators or arbitrator, as the case may be, shall be required to give written notice to the parties  stating their, his or her determination, and shall furnish to each party a signed copy of such  determination. Pending resolution of anyDispute  between the Association and a Ground Lessee,  the Ground Lessee shall make all payments to the Association alleged to be due and payable  based upon the Association's billings and determinations and otherwise shall comply with the  Association's other reasonable requirements; provided, however, that in the event that it is  determined that said Ground Lessee shall have overpaid, any such overpayment shall be  promptly refunded by the Association, together with interest thereon at the prime rate of interest  per annum as published by the Wall Street Journal from time to time. Pursuant to 25 U.S.C.                                        39  BN 32866!76v!2  





 






416(c ),  any enforcementof an  arbitrationdecision  shall be solely in the jurisdiction ofthe  United  States District Court ofArizona.          Section 10.3 Notice of Arbitration. If a Dispute is permitted to be submitted to and  determined by arbitration in accordance with the provisions ofSection  I 0.1 hereof, then the party  desiring to initiate the arbitration process shall give written notice ("Notice") to that effect to the  other party and shall, in such Notice, appoint a disinterested Person as arbitrator on its behalf.  Within ten (I 0) days after the giving ofsaid  Notice, the other party (by Notice to the initiating  party) shall appoint a second disinterested Person as arbitrator on its behalf. Within ten (10) days  after the giving of Notice appointing the second arbitrator, the two arbitrators thus appointed  shall appoint a third disinterested Person, and such three arbitrators shall as promptly as possible  collectively determine such matter; provided, however, that: (a) ifthe  second arbitrator shall not  have been appointed as aforesaid, the first arbitrator alone shall proceed to determine the matter;  and (b) if the two arbitrators appointed by the parties shall be unable to agree, within ten (10)  days after the Notice of appointment of the second arbitrator, upon the appointment of a third  arbitrator, they shall give Notice to the parties of such failure to agree, and, if the parties fail to  agree between themselves upon the selection of such third arbitrator within ten (10) days after  the two arbitrators appointed by the parties give Notice as aforesaid, then, within five (5) days  thereafter, either ofthe  parties, upon Notice to the other party, may request such appointment by  the American Arbitration Association (or any organization successor thereto) or, in such  organization's absence, refusal, failure or inability to act, may apply fora  court appointment of  such arbitrator. The initial Notice of Arbitration shall be made in all cases within a reasonable  time afterthe  Dispute in question has arisen, and in no event shall it be made afterthe  date when  institution of legal or equitable proceedings based upon such Dispute would be barred by the  applicable statute oflimitations.         Section 10.4 Qualifications of Arbitrator(s). Each arbitrator shall be a fit and impartial   natural person who shall (a) be unrelated to any party, any Affiliate of any party, or any oftheir    respective officers, directors, shareholders or partners, (b) have had at least five (5) years'  experience in the Maricopa County, Arizona, area in a calling connected with the matter in  dispute, and (c) be generally knowledgeable in the area of mixed use commercial, office and  multi-family residential real property.         Section 10.5 Evidentiary Considerations. Each party shall be entitled to obtain   discovery from the other party with respect to all matters relevant or potentially relevant to the   Dispute without regard to the discovery rules set forth in the Arizona or Federal Rules of Civil   Procedure. Each party shall be entitled to present evidence to the arbitrators, without regard to   the provisions of the Arizona or Federal Rules of Evidence, and shall be entitled to submit   written (or, if requested by ten (10) days' advance written notice to the other party and to the   arbitrators), make oral) arguments to the arbitrators).                                         40   BN 32866176v12  





 






                                ARTICLE 11          ASSOCIATION REQUIREMENTS AND MEMBERSHIP, TRANSFER OF                   COMMON AREAS AND COMMON ELEMENTS;                       MEMBERSHIP AND VOTING RIGHTS         Section 11.1 Association Requirements and Membership. and Transfer of Common  Areas and Common Elements. Declarant has:               (a)  Caused the Association to be organized and formed in Arizona under the name of Riverwalk Property Owner's Association, Inc. for the purposes of perfonningthe  duties  and obligations imposed upon,  and exercising the rights and benefits granted to, the Association  by this Declaration;               (b)  Caused the Articles and Bylaws of the Association to be drafted,executed  and, filed with the Arizona Corporation Commission. The Articles and Bylaws shall, inter alia,  provide for(i)  two (2) classes of Members and voting rights in respect thereof in accordance with  the provisions of this Article 11 hereof, (ii) management of the affairs of the Association by a  Board of Directors consisting of no fewer than three (3) natural persons, and (iii) such other  matters, including, without limitation, powers of the Board, as the Declarant shall believe  reasonably necessary or desirable;  provided, however, that in no event shall the Articles or  Bylaws contain any terms or conditions, or confer upon the Board the power to enact any rules,  procedures or regulations, which are inconsistent or conflict with the provisions of this  Declaration. The initial members of the Board shall be appointed by the Declarant, shall be  named in the Articles and/or Bylaws and shall hold office until the first annual meeting of the  Members; and               (c)  In addition, Declarant (i) may, at any time and (ii) shall, at such time that Declarant no longer holds a ground leasehold interest in a Lot as a Ground Lessee, or agrees in  writing to the Transfer Date, notwithstanding it  holds an interest in the Master Ground Lease  Property, record with the Recorder a written instrument conveying leasehold title to the Common  Areas and the Common Elements to the Association, free of all  liens,  charges and other  encumbrances, but subject, however, to (i) an emergency vehicular access easement in favor of  the general public, (ii) pedestrian and vehicular ingress and access easements in favor of each  Ground Lessee and its contractors, agents, employees, licensees and invitees, (iii) access, repair  and maintenance easements in favor of the beneficiaries of and public utility easements over,  under or through the Common Areas, and (iv) all of the tenns and provisions of this Declaration.  The Association shall  indemnify  and  hold Declarant hannless from and against any and all  damages, liabilities, costs and expenses which the Declarant thereafter may incur resulting from  or arising out of any failure of the Association to maintain, operate, repair and/or replace the  Common  Elements and/or the Common Areas except if such repair or replacement was due to  the Declarant's failure to properly design, erect or install the same initially.         Section 11.2 Association Membership. Each Ground Lessee shall automatically, upon  and by virtue of being or becoming a Ground Lessee, upon advising the Association (throughthe   Board) of that fact, be a Member of the Association and shall remain a Member thereof until  such time as its leasehold interest in a Lot ceases for any reason (or,  in the case of Declarant,   when it is no longer the Ground Lessee of a Lot or the holder of Class B Membership pursuant to                                        41   BN 32866176v12  





 






Section 11.4 hereof, at which time its Membership in the Association shall automatically cease.  No Person shall become or be a Member unless it is also  the  Ground Lessee of a Lot.  Membership shall be in accordance with the remaining provisions of this Article 11 and those  terms and conditions of the Articles and the Bylaws of the Association not inconsistent herewith.  Each Ground  Lessee's Membership in the  Association  shall be appurtenant to and shall  automatically follow the legal ownership of such  Ground  Lessee's leasehold interest in the  Master Ground Lease Property and may not be separated fromsuch.         Section 11.3 Transferred Membership. Membership in the Association shall  not be  transferred, pledged or alienated in any way, except upon the transferof  the leasehold interest in  the Lot to which it is appurtenant, and then automatically to the new Ground Lessee as provided  in Section 11.2 above,  and except if required by a First Mortgagee in connection with the  creation or assumption of a First Mortgage. Any attempt to make a prohibited transfer is void.  Upon the transfer of a leasehold interest in a Lot, the Association shall, upon being advised of  the same,  record the transfer upon  its books, causing an automatic transfer of Membership as  provided in Section 11.2 above. No separate instrument shall be required to affectthe  transfer of  membership upon the transfer of a leasehold interest in a Lot from one Person to another, by  whatever means, and no certificate of Membership shall, or shall be required to, be issued.         Section 11.4 Classes of  Membership. The Association shall have two (2) classes of  voting membership established according to the followingprovisions:               (a)   Class A Membership.  Class A Membership shall be that held by each Ground Lessee of a Lot, excluding, forso  long as two classes of Membership exist, Declarant ( or  any of its Affiliates)as  Ground Lessee of any Lot. Each Class A Member shall be entitled to one  (1) vote foreach  one (1) acre of land contained in the Lot of which he is a Ground Lessee. The number of votes allocable to a Class A Member shall be determined by dividing the acreage of the Lot of which he is a Ground  Lessee by 1. Fractional votes will be permitted. If a Lot is ground leased by more than one (1) Person, each such Person shall be a Member of the Association but they shall be required to agreeamong  themselves, and to advise the Association in writing, as to which of such Persons is authorized to cast the total number of Class A votes otherwise allocable to the Ground Lessee of such Lot in accordance with the foregoingformula.  So long as Declarant holds an interest in any Lot, Class A Membershave  no votes.             (b)   Class B Membership. Class B Membership shall be that held by Declarant or any of its Affiliates with respect to the ground leasehold interest in any Lot. The Class B  Member shall be entitled to one vote  for each one (1) acre of land contained in any Lot with  respect to which the Class B Member is the Ground Lessee; provided, however, that (i) with  respect to any Lot, the Ground Lesseethereof  shall be a Class A Member from and afterthe  date  on which title thereto is first transferred by Declarant or its Affiliate to a Person other than  Declarant or any of its Affiliates, and (ii) in any event, on the Transfer Date the Class B  Membership shall forever cease to exist and shall be converted into Class A Membership and  voting power. Fractional votes will be permitted.         Neither the Common Areas nor any area contained in any street or roadway dedicated to  any governmental entity shall be included in the determination of area of land for purposes of    BN 32866176vl2                      42  





 






establishing voting rights and no such governmental entity shall have any Membership or voting  rights with respect to such area.         Section 11.5 Voting Rights. Voting rights attributable to all Lots held by Declarant  shall vest immediately by virtue of Declarant's leasehold interest therein. Voting rights in the  Association attributable to all Lots leased by Persons other than Declarant shall vest upon the  Transfer Date, with respect to Ground Lessees leasing Lots on said date, and thereafter  immediately upon the conveyance of leasehold title to said Lot to such Person.         Section 11.6 Membership Meetings. Regular and Special meetings of Members of the  Association shall be held with the frequency, at the time and place and in accordance with the  provisions hereof or of the Articles or the Bylaws.         Section 11. 7 Board of Directors. The affairs of the Association shall be managed by a  Board of Directors which shall be established in accordance with the provisions of hereof and  which shall conduct Regular and Special Meetings according to the provisions of this  Declaration, the Articles, the Bylaws and applicable law. No member of the Board of Directors  shall receive any compensation for his or her services; provided, however, that any director may  be reimbursed for reasonable expenses and costs incurred by him or her in carrying out his or her  duties. No member of the Board of Directors shall be personally liable to the Ground Lessees,  Declarant or the Association for any mistake of judgment or for any other acts or omissions of  any nature whatsoever (including, without limitation, any mistake in judgment, negligence or  nonfeasance) except for willful or intentional misconduct or fraud. The Association shall  indemnify and hold harmless the members of the Board of Directors, and their respective heirs  and legal representatives, against any and all contractual and other liabilities to others arising out  of (i) contracts made by the Board of Directors on behalf of the Ground Lessees or the  Association, (ii) acts or omissions of such members of the Board of Directors, or (iii) their status  as members of the Board of Directors; provided, however, that the aforesaid indemnification  shall not be applicable where any such contract, act or omission constitutes willful or intentional  misconduct or fraud. The foregoing indemnification shall include indemnification against all  costs and expenses (including, but not limited to, reasonable attorneys' fees and disbursements,  amounts of judgments paid and settlement amounts) actually and reasonably incurred in  connection with the defense of any claim, action, suit or proceeding, whether civil, criminal,  administrative or other, in which any such member of the Board of Directors may be involved by  virtue of being or having been a director; provided, however, that such indemnity shall not be  operative with respect to: (a) any matter as to which such director shall have finally been  adjudged in such action, suit or proceeding to be liable for willful or intentional misconduct or  fraud in the performance of his or her duties as such director; or (b) any matter settled or  compromised, unless, in the opinion of independent counsel selected by the Board, there is no  reasonable groundfor  such director being adjudged liable for willfulor  intentional misconduct or  fraudin  the performanceof  his or her duties as such director.         Section 11.8 Project Manager. So long as the Class B Membership is in existence (as  provided in this Article 11), Declarant shall have the right to designate and retain, on behalf of  the Association and as a Common Expense, a Person (who or which may be Declarant or an  Affiliate of Declarant) to serve as Project Manager to manage the day-to-day affairs of the  Association, to keep and maintain the books and records of the Association, to perfonn( or  to                                       43  BN 32866176vl2  





 






cause to be perfonned) the maintenance, repair and other such obligations or duties of the  Association hereunder, to collect Assessments provided for herein and to manage the funds of  the Association. Following tennination of the Class B Membership pursuant to this Article 11,  the Board, acting on behalf of the Association, shall have the right to designate and retain such a  Project Manager. All fees or expenses charged to the Association by the Project Manager in the  perfonnance of its duties hereunder shall be Common Expenses (subject to any right the  Association may have hereunder to recover any such expenses, or any portion thereof, from any  Ground Lessee due to such Ground Lessee's failureto  meet its maintenance or other obligation's  hereunder, or due to any other default hereunder by such Ground Lessee). The amount of any  fees or compensation charged by any such Project Manager shall be reasonable and shall not  significantly exceed the level for such fees generally charged at the time by other Persons  perfonningsimilar  services forsimilar  properties in Maricopa County, Arizona.       Section 11.9 Special Meetings: Quorum. Any meeting of the Members called by the  Board pursuant to this Declaration is referred to in this Declaration as a "Special Meeting." At  the first Special Meeting called by the Board to address a specific issue, the presence of  Members (in person or by proxy) entitled to cast sixty-seven percent (67%) of the total voting  power of each of the Class A and Class B Memberships shall constitute the required quorum;  provided, however, that if the required quorum is not present, another Special Meeting may be  called, subject to the same written notice requirement, and the required quorum at such  subsequent Special Meeting shall be three-fourths (3/4) of the required quorum at the  immediately preceding Special Meeting; and provided furtherthat  if the required quorum is still  not present, a third Special Meeting may be called, subject to the same written notice  requirement, and the required quorum at this third Special Meeting shall be one-half (1/2) of the  required quorum at the second Special Meeting (the required quorum at any Special Meeting,  whether called by the Board to approve Assessments or otherwise, is referred to in this  Declaration as a "Quorum"). Notwithstanding the foregoing, no Special Meeting may be held  more than ninety (90) days after the date on which the Board first gave written notice of the  amount of the proposed Assessment or other specific issue to be addressed.                                ARTICLE 12                        MISCELLANEOUS PROVISIONS       Section 12.1 Term. Subject to the provisions of the Master Ground Lease, this  Declaration, every provision hereof and every covenant, condition and restriction contained  herein, shall continue in full force and effect for a tenn �eginning on July 18, 2007 and  continuing through and including May 29, 2068, as such term may be extended for twenty (20)  years to May 29, 2088, unless earlier terminated as provided in Section 12.2 below.       Section 12.2 Amendments to Declaration. Subject to applicable laws, regulations or  ordinances of the Community, this Declaration may be amended, modified, revoked, rescinded  or otherwise revised upon the written approval of the Community which shall not be  unreasonably withheld or delayed, and (a) prior to the Transfer Date, of Declarant, and (b)on   and after the Transfer Date, of Ground Lessees holding seventy-five percent (75%) or more of  the total voting power of each of the Class A and Class B Members of the Association. Any  amendments, modifications, revocations, resignationsor  revisions (collectively, "Amendments")  shall be submitted to the Community, and the Community shall have ten (10) business days after                                      44  BN 32866l76vl3  





 






receipt to provide written notice of such approval or disapproval of the Amendment. If the  Community does not respond to the request for approval of the Amendment within said ten {l 0)  business day period, the Community shall be deemed to have approved the submitted  Amendment. In the event of disapproval, the Community shall describe with reasonable  particularity the reasons for such disapproval and allow for revision and resubmittal of the  Amendment  within a reasonable timeframe. If, after resubmittal, the Community does not  respond to the request for approval within a ten (10) business day period, the Community shall  be deemed to have approved the resubmitted Amendment.         Section12.3  Notices. All notices, consents, approvals or other communications  required or permitted to be given under this Declaration shall be in writing and shall be  considered properly given or made: (i) seventy-two (72) hours after being mailed fromwithin  the  United States by first class United States mail, certified mail, return receipt requested, postage  prepaid and addressed to the Person forwhom  it is intended at the address of said Person as set   forth below, whether actually received or not; or (ii) when actually received by the Person to  whom  it is intended if given in any other manner. The address for notices to a Ground Lessee  shall be the address given by such Person to the Association. Notices to the Declarant and the  Association shall be mailed or delivered as provided above, to:               APEX Park at Pima, LLC              c/o the Alter Group              Attn: Ronald Siegel              3201 Old Glenview Road, Suite 302              Wilmette, Illinois 60091               with a copy to:               Alter Asset Management, L.L.C.              Attn: Samuel F. Gould              1980 Springer Drive              Lombard, Illinois 60148               with a copy to:               Ash, Anos, Freedman & Logan, L.L.C.              Attn: Lawrence M. Freedman              77 West Washington Street, Suite 1211              Chicago, Illinois 60602    Declarant, the Association and each Ground Lessee may change its respective address for the  receipt of future notices, approvals or other communications by giving notice in the manner   specified in the first sentence of this Section 12.3, (a) to each Ground Lessee (other than   Declarant), in the case of a change in Declarant's address; (b) to the Association, in the case of a   change in address at any time of a Ground Lessee (other than Declarant), and (c) to each Ground   Lessee (including Declarant, if Declarant is then a Ground Lessee), in the case of a change in the   Association's address.                                        45   BN 32866176vl2  





 






      Section 12.4 Parties Bound. Subject to the provisions of Section 9.6 hereof, the tenns  and provisions contained in this Declaration shall be binding upon and inure to the benefit of  Declarant, the Ground Lessees, the Association, and their respective heirs, successors, personal  representatives and assigns. Notwithstanding the foregoing, upon the transfer of a Lot, the  Ground Lessee of said Lot shall not have any further liability for any obligations which shall  accrue against that Lot afterthe  date of the transfer; provided, however, that nothing herein shall  be construed so as to relieve a Ground Lessee of any Lot from any liabilities or obligations  incurred prior to such transfer pursuant to this Declaration.         Section 12.5 Severability of Provisions. If any article, section, paragraph, sentence,  clause or phrase of this Declaration shall be or become illegal, null or void for any reason or  shall be held by any court of competent jurisdiction to be illegal, null or void, the remaining  provisions of this Declaration shall continue in full force and effect and shall not be affected  thereby.         Section 12.6 Counterparts. This Declaration may be executed in any number of  counterparts. Any set of identical counterparts containing the signatures of all parties shall be  deemed to constitute one instrument, and each such set of counterparts shall be deemed an  original. All counterpart signaturepages  may be assembled into a single document containing all  original signatures.         Section 12.7 Number and Gender. Words used herein, regardless of the number and  gender specificallyused,  shall be deemed and construed to include any other number (singular or  plural) and any other gender (masculine, feminine or neuter) as the context requires.         Section 12.8 Titles. The titles, headings, and captions which have been used throughout  this Declaration are forconvenience  only and are not to be used in construing this Declaration or  any part thereof.         Section 12.9 Applicable Law and Venue. This Declaration and the rights and  obligations created hereby shall be governedby  and construed in accordance with the laws of the  Community and Federal laws, and to the extent not in conflict therewith, in accordance with  Arizona common law; provided however, that the foregoing shall in no event subject the Master  Lessor or the Community to the jurisdiction of any state or federal courts. Jurisdiction and venue  forthe  enforcement of the same shall lie exclusively in the federal courts sitting in Arizona and  any Person affectedhereby  expressly waives the right to sue or be sued elsewhere.         Section 12.10 Interest Limitation. Notwithstanding any other provision of this  Declaration, no interest shall at any time accrue or be levied, assessed, charged or imposed at a  rate which is greater than that which parties are permitted by applicable law at the time in  question to agree to by contract. In the event this Declaration provides for interest at a rate in  excess of such permitted rate, the rate specified in this Declaration shall, ipso facto, be deemed  reduced to such permitted rate. To the extent that any Person actually pays interest hereunder at a  rate in excess of such permitted rate, the Person to whom such interest was paid shall promptly  upon demand refundthe  portion of such interest in excess of that permitted by law.    BN 32866176vl2                      46  





 






      Section 12.11 Recitals. The recitals above are incorporated in and are a part of this  Declaration.         IN WITNESS  WHEREOF,  the undersigned have executed this Second Amended and   Restated Declaration of Covenants, Conditions, Restrictions and Easements for Riverwalk as of   the day and year firstset  forthabove.                        SIGNATURES ON FOLLOWING PAGES                                         47   BN 32866176vl2  





 






                                  APEX PARK AT PIMA, L.L.C.,                                    an Arizona limited liability company                                     By:   ALTER PARK AT PIMA, L.L.C.,                                          a Delaware limited liability company                                    Its:  Manager                                           By:   18 CHAI CORP.,                                                an Illinois corporation                                          Its:    n                                               �: •                                                   g�                                                         :£5                                                    Its: Vice Presidenttciib d                                                                     [Declarant]    STATE OF ILLINOIS          )                             ) ss.  County of Cook             )                                                     1       This iruit ent was acknowledged before me this l/5 day o�  , 2018, by      111,ueIF a }btl(d, the Vice President of 18 Chai Corp., an Illinois corporation, in its capacitySu  as the Manager of Alter Park at Pima, L.L.C., a Delaware limited liability company, in  its capacity as the Manager of Apex Park at Pima, L.L.C., an Arizona limited liability company,  on behalf of the company.   (Seal)                                               LAVONNE L KOSMEN                                                Official Seal                                           Notary Public - State of Illinois                                         My Commission Expires Aug 5, 2022                                         48  BN 32866176vl2  





 






               JOINDER OF APEX 7350 NORTH DOBSON, L.L.C.   By its execution below, the undersigned, which is the lessee under a Substitute Lease or Substitute Leases,  hereby: (i) joins in, acknowledges and approves this  Second Amended and Restated Declaration of Covenants, Conditions, Restrictions and Easements for Riverwalk (this "Declaration"), and (ii) grants to the Association an easement over all Easement Areas described in this  Declaration located on those  tracts of land located in the Master Ground Lease Property leased to the undersigned under such Substitute Lease or Substitute Leases, including those areas described in Exhibit "J" and Exhibit "L" to this Declaration.                              APEX 7350 NORTH DOBSON, L.L.C.,                             an Arizona limited liability company                              By:   APEX PARK AT PIMA, L.L.C., an Arizona limited                             liability company, its Member                                    By:   ALTER PARK AT PIMA, L.L.C.,                                          a Delaware limited liability company                                   Its:  Manager                                          By:   18 CHAI CORP.,                                               an Illinois corporation                                         Its: :;•ger   �     {c::::i                                                       s;;.1111,u/ c ahJd..                                                     Its: Vice President  ST A TE OF ILLINOIS     )                         ) ss. County of Cook          )     -  This instf\1,9}-ent was acknowledged before me this,,2/.5/day of�JL-e.-, 2018, by  �J1t JJ..e/ F tanJJ.. ,  the Vice President of 18 Chai Corp., an Illinois corporation, in its capacity as the'Manager of Alter Park at Pima, L.L.C., a Delaware limited liability company, in its capacity as Member of Apex  Park at Pima, L.L.C., an Arizona limited liability company, as Member of APEX 7350 NORTH DOBSON,   L.L.C., an Arizona limited liability company,  on behalf of the company.  (Seal)                                            LAVONNEL  KOSMEN                                               OfficialSeal                                           Notary Public • State or Illinois                                        My Commission Expires Aug 5, 2022  Signatureof  Notary Public                                      49 BN 32866176vl2  





 






                JOINDER OF APEX 7720 NORTH DOBSON, L.L.C.         By its execution below, the undersigned, which is the lessee under a Substitute Lease or   Substitute Leases, hereby: (i) joins in, acknowledges and approves this Second Amended and   Restated Declaration of Covenants, Conditions, Restrictions and Easements for Riverwalk (this   "Declaration"), and (ii) grants to  the Association an easement over  all Easement Areas described   in this Declaration located on those tracts of land located in the Master Ground  Lease Property   leased to the undersigned under such Substitute Lease or Substitute Leases, including those areas   described in Exhibit "J" and Exhibit "L" to this Declaration.                                APEX 7720 NORTH DOBSON, L.L.C.,                               an Arizona limited liability company                                By:   APEX PARK AT PIMA, L.L.C., an Arizona limited                               liability company, its Member                                      By:   ALTER PARK AT PIMA, L.L.C.,                                           a Delaware limited liability company                                     Its:  Manager                                            By:   18 CHAI CORP.,                                                an Illinois corporation                                           Its: Manager                                                 By:  Gv                                                     Its: Viceg President�     STATE  OF ILLINOIS      )                           ) ss.   County of Cook          )          This instrument was acknowledged before me this .t_f{iay of(1;A<- , 2018, by    ,'5tt..1nu.t.lEtJow/4.- , the Vice President of 18 Chai Corp., an Il�oration, in   its capacity as the Manager of Alter  Park at Pima, L.L.C., a Delaware limited liability company,   in its capacity as Member of Apex Park at Pima, L.L.C., an Arizona limited liability company, as   Member of APEX 7720 NORTH DOBSON,   L.L.C., an Arizona limited liability company,  on   behalf of the company.    (Seal)                                              LAVONNE L KOSMEN                                               OfficialSeal                                            Notary Public - State of Illinois                                                        5, 2022                                         My Commission Expires Aug  £vnuu,-/!�Signature of Notary Public                                         50   BN 32866176vl2  





 






               JOINDER OF APEX 7500/7580 DOBSON ROAD, L.L.C.   By its execution below, the undersigned, which is the lessee under a Substitute Lease or  Substitute Leases, hereby: (i) joins  in, acknowledges and approves this Second Amended and  Restated Declaration of Covenants, Conditions, Restrictions and Easements for Riverwalk (this  "Declaration"), and (ii) grants to the Association an easement over all Easement Areas described  in this Declaration located on those tracts of land located in the Master Ground Lease Property  leased to the undersigned under such Substitute Lease or Substitute Leases, including those areas  described in Exhibit "J" and Exhibit "L" to this Declaration.                                APEX 7500/7580 DOBSON ROAD, L.L.C.,                               an Arizona limited liability company                                By:   APEX PARK AT PIMA, L.L.C., an Arizona limited                               liability company, its Member                                      By:  ALTER PARK AT PIMA, L.L.C.,                                           a Delaware limited liability company                                     Its: Manager                                           By:   18 CHAI CORP.,                                                 an Illinois corporation                                          Its:                                                :                                                 :•&•                                                      �                                                               �                                                      Its: Vice President d     STATE  OF ILLINOIS         )                               ) ss.   County of Cook             )         This instrument was acknowledged before me this2L?"°day of<JuAf" 2018, by    c;;;oJ/lllL/  £ aould  , the Vice President of 18 Chai Corp., an !�oration, in   its capacity as the Manager of Alter Park at Pima, L.L.C., a Delaware limited liability company,   in its capacity as Member of Apex Park at Pima, L.L.C., an Arizona limited liability company, as   Member of APEX 7500/7580 DOBSON ROAD, L.L.C., an Arizona limited liability company,   on behalf of the company.    (Seal)                                            Notary Public - State of Illinois                                          My Commission Expires AuQ 5, 2022  iiv�un�Signature of Notary Public                                           51    BN 32866176vl2  





 






               JOINDER OF APEX 9550 EAST INDIAN BEND, L.L.C.    By its execution below, the undersigned,  which is the lessee under a Substitute  Lease or   Substitute Leases, hereby: (i) joins in, acknowledges and approves this Second Amended and   Restated Declaration of Covenants, Conditions, Restrictions and Easements for Riverwalk (this   "Declaration"), and (ii) grants to the Association an easement over all Easement Areas described   in this Declaration located on  those tracts of land located in the Master Ground Lease Property   leased to the undersigned under such Substitute Lease or Substitute Leases, including those areas   described in Exhibit "J" and Exhibit "L" to this Declaration.                                 APEX 9550 EAST INDIAN BEND, L.L.C.,                                an Arizona limited liability company                                 By:  APEX PARK AT PIMA, L.L.C., an Arizona limited                                liability company, its Member                                      By:   ALTER PARK AT PIMA, L.L.C.,                                           a Delaware limited liability company                                     Its:  Manager                                            By:   18 CHAI CORP.,                                                 an Illinois corporation                                           Its:  Manager                                                  By:      �/�                                                       ->��d                                                     Its: Vice President    STATE OF ILLINOIS            )                                ) ss.   County of Cook               )          This instru nt was acknowledged before me this).f1day o()y"' • , 2018, by                 �    <;;an1uel FJ�()Jt..!£     , the Vice President of 18 Chai Corp.:a�orporation,   in 1ts capacity as the Manager of Alter Park at Pima, L.L.C., a Delaware limited liability   company, in its capacity as  Member of Apex Park at Pima, L.L.C., an Arizona limited liability   company, as Member of APEX 9550 EAST INDIAN BEND, L.L.C., an Arizona limited liability   company, on behalf of the company.    (Seal)                                            LAVONNE L KOSMEN                                              Official Seal                                         Notary Public - State of Illinois         l7M.,_ �   /{0,rrw-,,--        My Commission Expires Aui 5, 2022  i-JSignature of  Notary Public     BN 32866176vl2                       52  





 






              JOINDER OF APEX 9500 EAST INDIAN BEND, L.L.C.   By its execution below, the undersigned, which is the lessee under a Substitute Lease or  Substitute Leases, hereby: (i) joins in, acknowledges and approves this Second Amended and  Restated Declaration of Covenants, Conditions, Restrictions and Easements for Riverwalk (this  "Declaration"), and (ii) grants to the Association an easement over all Easement Areas described  in this Declaration located on those tracts of land located in the Master  Ground Lease Property  leased to the undersigned under such Substitute Lease or Substitute Leases, including those areas  described in Exhibit "J" and Exhibit "L" to this Declaration.                                APEX9500 EAST INDIAN BEND, L.L.C.,                               an Arizona limited liability company                                By:  APEX PARK AT PIMA, L.L.C., an Arizona limited                               liability company, its Member                                     By:   ALTER PARK AT PIMA, L.L.C.,                                          a Delaware limited liability company                                     Its: Manager                                           By:   18 CHAI CORP.,                                                an Illinois corporation                                          Its:    nag                                               ::                                                    � :Is                                                      Its: Vice Presidentffi?::u    STATE OF ILLINOIS           )                              ) ss.  County of Cook              )         This inst ent was acknowledged before me this,2/-"�ay or),,,.,,,, 2018, by              nzi   � l11Ut..J (: fJUiJ._, , the Vice President of 18 Chai Corp., an•u�:-�oration, in  its capacity as the Manager of Alter Park at Pima, L.L.C., a Delaware limited liability company,  in its capacity as Member of Apex Park at Pima, L.L.C., an Arizona limited liability company, as  Member of APEX  9500 EAST INDIAN BEND, L.L.C., an Arizona limited liability company,  on behalf of the company.   (Seal)                                            LAVONNE L KOSMEN                                             OfficialSeal                                          Notary Public • State of Illinois        hu,_I<-    K�                  My Commission Expires Aug 5, 2022 Signaturekv  of Notary Public                                        53  BN 32866176v12  





 






                       JOINDER OF THE ASSOCIATION   By its signature below, the Association joins in this Second Amended and Restated Declaration   of Covenants, Conditions, Restrictions and Easements for Riverwalk (this "Declaration") and  accepts and agrees to perform it obligation to administer the use of and maintain the Easement   Areas, as defined in the Declaration, including those areas described in Exhibit "J" and  Exhibit "L" to this Declaration.                                      RIVERWALK PROPERTY OWNER'S                                     ASSOCIATION, INC., an Arizona non-profit                                     corporation     STATE OF ILLINOIS        )                            ) ss.  County of Cook           )         The foregoing instruA1ent was ackno ged before me, a �otary public, this�day of                                   ::d    A./Jt.L-  , 2018 by '>'tLtntu/ F �ll-U      , the J>c���          _ of.  the    verwalk Property Owner's Association, Inc., ap Arizona non-profit corporation, on behalf of   the corporation.                                           1                                     ��U->-]{j.L...L..�--""-L! �-  _ ��-�.......... 10�ij'----"--' 7ll.tJ'-----E--2'.7_ _                                     Notary Public                                                          LAVONNE L KOSMEN                                                            OfficialSeal                                                        Notary Public - State of Illinois   My commission expires:                            My Commission Expires Aug 5, 2022     BN 32866176v12                      54  





 






                                  CONSENT    This  Second Amended and Restated Declaration of Covenants, Conditions, Restrictions and  Easements for Riverwalk by APEX PARK AT PIMA, L.L.C., an Arizona limited liability  company, as Declarant, is hereby approved by the Salt River Pima-Maricopa Indian Community  in accordance with is laws and the Master Ground Lease.                                     SALT RIVER PIMA-MARICOPA INDIAN                                    COMMUNITY                                                    Approved As To Form by the                                                  Office of the Gener I Counsel   STATE OF ARIZONA                                                  '                                � ss.                    )   County of Maricopa            )                 Date:.-::;....,,.,.""""'4'"4.,__ __.. ..___        The foregoing instrument w.as acknowled_g�d beforeme,  a notary public, this �day of S__'   roixv: , 2018 by Mllthn\larVli  r       , authorized representative of the Salt  Ri� er Pima-Maricopa  Indiai;Community, forthe  purposes stated therein.    My commission expires:                                                            OADES                                                   DAVINA E RH                                                          . ARIZONA                                                   TARY PUBLIC                                                NO         uN,:V                                                    MARICOPA co                                          -                Eltp,res                                                    y commission                                                   M         0                                                     MARCH 8, 202    BN 32866176vl2                       55  





 






                                  CONSENT   BANK OF AMERICA,    N.A., a national banking association (as "Lender"), hereby consents to  the forgoing Second Amended and Restated Declaration of Covenants, Conditions, Restrictions  and Easements for Riverwalk ("C,C&Rs") and agrees that such C,C&Rs, as amended, shall be  deemed superior in time and right to any deeds of trust, mortgages, assignment of leases and  other loan or security documents in favor of or held by Lender ("Loan Documents") that would  be otherwise prior in time or right to such C,C&Rs, all such Loan Documents being hereby  subordinated to the C,C&Rs.                                       LENDER:                                       BAN� ?F AMERC  , N.A., a national banking                                      assoc1at1on                                                      )                                                                    �                                      By:     (    _   --/k                                     Name: _A_u_s_ti_n_J_. _Ma_ d_ _e_r __________                                      Title: Assistant Vice President    STATE OF ILLINOIS            )                               )  ss.  County of Cook               )         The foregoinginstrument  was acknowledged before me, a notary public, this � day of     June      , 2018 by    Austin J. Made r         the       AVP            of  Bank of America, N.A., a national banking association (the "Bank"), on behalf of the Bank.         "OFFICIAL SEAL"         Kimberly   Cobbs       NotaryPublic, State or  Dlinois      \I, ,·.,111mlssion faplm Januaey ll, lOJt Notary Public   My commission expires:       January 20, 2019                                          56   BN 32866176vl2  





 






                                  CONSENT   CIBC BANK   USA  (formerly The PrivateBank and Trust Company) (as "Lender"), hereby  consents to the forgoing Second Amended  and Restated Declaration of Covenants,  Conditions, Restrictions and Easements for Riverwalk ("C,C&Rs") and agrees that the  C,C&Rs  shall be deemed superior in time and right to any  deeds  of trust, mortgages,  assignment of leases and other loan or security documents in favor of or held by Lender  ("Loan Documents") that would be otherwise prior in time or right to the C,C&Rs, all such  Loan Documents being hereby subordinated to the C,C&Rs; provided, however,  that the  foregoing consent and subordination by Lender are subject to the condition that by the  recording of the C,C&Rs, the liens and encumbrances granted and created under  the Loan  Documents are hereby spread to encumber, and shall be deemed to encumber, the easements  and other rights granted and created in the C,C&Rs in favor of Apex 7720 North Dobson,  L.L.C. and the property of which it is a lessee under a Substitute Lease.                                       LENDER:                                       CIBC BANK USA                                        �;�e,,e;;�.                                      Title: , i6ctr     STATE OF ILLINOIS           )                              ) ss.  County of Cook              )   T   fo     g instrument    c n \ edged before me, a notary p     i ��� of       �                     k   rt                        ��  ,.� _  (�   , 2018 by ffiJ�JJ\.Ltnt:>\YlkO       , the  12::\::0l�l,,y:�   of C  C BANK USA, on behalfofthe  Lender.                                        Notary PublicJ{\��                        My commission expires:          \\)\,�\d'D    BN 333S I 96Jv2  





 






                        SCHEDULE OF EXHIBITS TO                SECOND AMENDED AND RESTATED DECLARATION   Exhibit A - Legal Description of Master Ground Lease Property   Exhibit B - Legal Descriptionof7350  Dobson Lot   Exhibit C -Legal Description of7720  Dobson Lot   Exhibit D -Legal Description of7580 Dobson Lot   Exhibit E-Legal Description of7500 Dobson Lot   Exhibit F- Legal Description of9550 Talking Stick Lot   Exhibit G- Legal Description of9500 Talking Stick Lot   Exhibit H - Articles of Incorporation of Riverwalk Property Owners Association, Inc.   Exhibit I - Freestanding SignLocation  Plan   Exhibit J - Legal Description of Private Road Areas, Outdoor Water Features or Outdoor Water  Feature Areas, and All Other Easement Areas and Common Areas   Exhibit K- RiverwalkLandscape  & Irrigation Standards dated June 4, 2018   Exhibit L-Recorded Easement Agreementsand  Notices of Utility Locations                                         58  BN 32866176v I 2  





 






PARK PROPERTY                                                      August 19, 2013  RIVERWALK                                                           Job No. 03127  S.R.P.M.I.C.                                                           Page 1 of 2   A PORTION OF LAND LOCATED IN THE EAST HALF OF SECTION 6, TOWNSHIP 2 NORTH,  RANGE 5 EAST OF THE   GILA AND SALT RIVER BASE AND MERIDIAN,   MARICOPA COUNTY,  ARIZONA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:   COMMENCING AT A FOUND ALUMINUM CAP IN A HANDHOLE AT THE SOUTHEAST CORNER OF  SAID SECTION 6, FROM WHICH A FOUND BRASS CAP IN A HAND HOLE AT THE SOUTH  QUARTER CORNER OF SAID SECTION 6, BEARS SOUTH 89 DEGREES 43 MINUTES 37  SECONDS WEST, A DISTANCE OF 2637.87 FEET;   THENCE NORTH 00 DEGREES 01 MINUTES 59 SECONDS EAST, ALONG THE EAST LINE OF THE  SOUTHEAST QUARTER OF SAID SECTION 6, A DISTANCE OF 55.00 FEET;   THENCE SOUTH 89   DEGREES   43 MINUTES 37 SECONDS  WEST, A DISTANCE OF 55.00 FEET TO  THE POINT OF BEGINNING OF THE PARCEL HEREIN DESCRIBED;   THENCE CONTINUING ALONG THE NORTHERN RIGHT OF WAY LINE OF INDIAN BEND ROAD  AS DEPICTED  ON THE "GRANT OF EASEMENT FOR      RIGHT-OF-WAY" IN DOCUMENT 615-009-97,  RECORDED NOVEMBER      6, 1997, LAND TITLES AND RECORDS OF THE BUREAU OF INDIAN  AFFAIRS, SOUTH 89 DEGREES 43 MINUTES 37 SECONDS WEST, A DISTANCE OF 1,265.75  FEET;   THENCE SOUTH 88 DEGREES 09 MINUTES 13 SECONDS WEST.A DISTANCE OF          189.02 FEET;   THENCE NORTH 88 DEGREES 47 MINUTES 03 SECONDS WEST, A DISTANCE OF 469.18 FEET  TO THE EAST A.0.0.T. RIGHT OF WAY LINE OF THE   NORTHEAST OUTER LOOP     (A.D.0.T. LOOP   101) AS SHOWN ON PROJECT 600-1-702 RIGHT-OF-WAY PLANS DATED 6-90;  THE FOLLOWING FOUR CALLS ARE ALONG SAID A.D.0. T. RIGHT-OF-WAY LINE:  THENCE NORTH 00 DEGREES 01 MINUTES 28 SECONDS WEST, A DISTANCE OF 221.07 FEET  TO A COTTON PICKER   SPINDLE IN CONCRETE;   THENCE NORTH 15 DEGREES 27 MINUTES 34 SECONDS EAST, A DISTANCE OF 1,099.56 FEET  TO AN A.D.O.T RIGHT OF WAY ALUMINUM CAP;   THENCE NORTH 18 DEGREES 19 MINUTES 28 SECONDS EAST,        A DISTANCE OF 500.11 FEET  TO AN A.D.O.T. RIGHT OF WAY ALUMINUM CAP MARKING THE POINT OF A NON-TANGENT  CURVE TO THE LEFT, OF WHICH THE RADIUS POINT LIES NORTH 72 DEGREES 29 MINUTES 51  SECONDS WEST, A RADIAL DISTANCE OF      4,583.66 FEET;    THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 10   DEGREES 34 MINUTES 15 SECONDS, A DISTANCE OF 845.67 FEET TO A NON-TANGENT LINE,  BEING THE SOUTH    LINE OF THE NORTHEAST QUARTER OF SAID SECTION 6;    THENCE NORTH 89 DEGREES 50 MINUTES 23 SECONDS EAST, DEPARTING SAID A.D.0.T.   RIGHT OF WAY LINE, ALONG SAID SOUTH LINE, A DISTANCE OF 32.58 FEET TO THE   SOUTHERLY PROLONGATION OF THE EAST LINE OF TRIBAL ALLOTMENT NUMBER 73;   THENCE NORTH 00 DEGREES 01 MINUTES 19 SECONDS WEST ALONG SAID PROLONGATED   ALLOTMENT LINE, A DISTANCE OF 452.98 FEET TO THE EASTERLY LINE OF SAID A.D.O.T.                      Survey Innovation Group, Inc.  7301 East Evans Road, Scottsdale, AZ85260                H:\Jobs\2003\2003-127 101 & INDIAN BEND\DOCS\lEGALS\3127-LEGAL_OVERALL.doc  





 






                                                                            Page 2 of 2    RIGHT OF WAY, BEING THE POINT OF A NON-TANGENT CURVE TO THE LEFT, OF WHICH THE  RADIUS POINT LIES NORTH 88 DEGREES 44 MINUTES 55 SECONDS WEST, A RADIAL  DISTANCE OF 4,583.66 FEET;   THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 02  DEGREES 32 MINUTES 48 SECONDS, A DISTANCE OF 203.74 FEET TO AN A.D.O.T. RIGHT OF  WAY ALUMINUM CAP MARKING THE SOUTHEAST CORNER OF SAID TRIBAL ALLOTMENT  NUMBER 73;   THENCE NORTH 00 DEGREES 01    MINUTES  19 SECONDS WEST ON    A NON-TANGENT LINE,  A  DISTANCE OF 657.40 FEET TO AN A.D.O.T. RIGHT OF WAY ALUMINUM CAP MARKING THE  NORTHEAST CORNER OF SAID TRIBAL ALLOTMENT NUMBER 73;   THENCE NORTH 00 DEGREES 04 MINUTES 54 SECONDS EAST ALONG SAID A.D.0.T.       RIGHT OF  WAY, A DISTANCE OF  1,462.69 FEET TO THE SOUTHERN RIGHT OF WAY LtNE OF VIA DE  VENTURA;   THENCE SOUTH 89 DEGREES 47 MINUTES 06 SECONDS EAST, 55.00 FEET SOUTH OF AND  PARALLEL TO THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 6, BEING  THE SOUTHERN RIGHT OF WAY LINE OF VIA DE VENTURA, A DISTANCE OF      1,266.68 FEET;   THENCE SOUTH 00   DEGREES 05 MINUTES 40 SECONDS WEST, ALONG A LINE 55.00 FEET  WEST OF AND   PARALLEL WITH THE EAST LINE OF SAID NORTHEAST QUARTER, BEING THE  WEST RIGHT OF WAY LINE OF DOBSON ROAD.     A DISTANCE OF 2,768.29 FEET;   THENCE SOUTH 00 DEGREES 01    MINUTES 59 SECONDS WEST, ALONG A LINE 55.00 FEET  WEST OF AND PARALLEL WITH THE EAST LINE OF SAID SOUTHEAST QUARTER,        BEING THE  WEST RIGHT OF WAY LINE OF DOBSON ROAD, A DISTANCE OF 2,582.63 FEET TO THE POINT OF BEGINNING OF THE PARCEL HEREIN DESCRIBED.   SAID PARCEL CONTAINS 7,695,561  SQUARE FEET OR 176.666 ACRES, MORE OR LESS.                      SuNey Innovation Group, Inc. 7301 East Evans Road, Scottsdale, /.2.85260                H:\Jobs\2003\2003-127 101 & INDIAN BEND\DOCS\LEGALS\3127-LEGAL_OVERALL.doc  





 






                      VIA DE VENTURA                       'PK' NAIL WITH STRADDLES                          S89                            .47'06:.S 2643.41' - � N.E.         COR .• SEC.6, T.2N., R.5£.                                   S89'47'06"E 1�                             t                          1                                                                                  N   tJQK;_                                                                     �    ..-  'A' ADOT R/W ALUM. CAP                                                     <.'.> ai 0)                                                                                 co <D      S.E.C. ALLOTMENT No. 73a                                                   ..- v   '8' ADOT R/W ALUM. CAP      N.E.C. ALLOTMENT No. 73a                                                                                � �                                                                              <.'.> r")                                                                              z  ..- n0                                                                            w a:: 0) i---                                                                           z �  p ;<I"                                                                            ::::J en co                                                                                 en  z                                                                               w  ..- N                                                                                ...J ...J                                                              £.1/4. COR.,                                                              SEC.6, T.2N. R.5E.                                          1318.70'            1/2" DIAMETER REBAR                                         2638.94'                                        N89'50'23"E                                       32.58'                                                         I�  0                                                            0                                                         ......                                                           U')                                                         0                                                         0  w                                                                                    N. T.S.                                                             POINT OF COMMENCEMENT                                                             S.E. COR., SEC.6, T.2N. R.5£.                                                              ALUMINUM CAP IN HANDHOLE                                                             $.R.P.M.!. C.                                                          PARK PROPERTY                 s11IG                            EXCEPTING TRIBAL PARCEL          SURVEY INNOVATION:                        GROUP, INC                                  RIVERWALK  Ph (480) 922 0780 LandSurveying Servias Fx (480) 922 0781 JOB  103127 ! DWG:3127-PARK PROPERTY DATE 8/19/13     7301  EAST EVANS ROAD, SCOTTSDALE, AZ 85260 SCALE: N. T.S. DRAWN: ELS CHK: RMH SHEET 1 OF 1  





 






                                         EXHIBIT     "B"                                        LEGAL DESCRIPTlON    PARCEL   DESCRIPTION  ARIZONA DESIGN CENTER  AT RIVERWAL'K                                                                    June 30, 2015  SALT   RIVER -  PIMA -   MARICOPA                                            Job No. 2003-127  IND/AN COMMUNITY                                                                  Page  7 of 11   A PARCEL OF    LAND  LOCATED IN THE   SOUTHEAST QUARTER OF        SECTION 6,  TOWNSHIP 2 NORTH,  RANGE 5 EAST OF THE GILA AND      SALT RIVER   BASE AND MERIDIAN,    MARICOPA COUNTY,      ARIZONA,  AND  A PORTION OF S.R.P.M.1.C. TRIBAL ALLOTMENT NUMBERS 281, 282, 712 AND 465,         BEING MORE  PARTICULARLY DESCRIBED AS FOLLOWS:   COMMENCING AT A FOUND ALUMINUM CAP           IN A HANDHOLE AT THE SOUTHEAST CORNER OF SAID  SECTION 6,  FROM WHICH A FOUND       BRASS CAP IN A HAND HOLE AT     THE SOUTH    QUARTER  CORNER OF    SAID SECTION 6,   BEARS SOUTH 89 DEGREES 43       MINUTES 37  SECONDS WEST, A  DISTANCE OF 2637.87    FEET;   THENCE NORTH 00     DEGREES 01    MINUTES 59 SECONDS EAST, ALONG THE EAST LINE OF          THE  SOUTHEAST QUARTER OF        SAID SECTION 6, A DISTANCE OF 2,230.52    FEET;   THENCE NORTH 89 DEGREES 58 MINUTES 01 SECONDS WEST,             A DISTANCE OF    55.00 FEET TO THE  POINT OF  BEGINNING OF THE PARCEL       HEREIN  DESCRIBED;   TH ENCE SOUTH 00    DEGREES 01    MINUTES 59 SECONDS WEST,ALONG         THE WEST RIGHT OF WAY  LINE OF DOBSON    ROAD, A DISTANCE OF 944.99 FEET;   THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST, A DISTANCE OF 737.96 FEET;   THENCE NORTH 00     DEGREES 00 MINUTES     00 SECONDS EAST, A DISTANCE OF       926.99 FEET;   THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS            EAST, A DISTANCE OF 247.60    FEET;·   THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS             EAST, A DISTANCE   OF 18.00 FEET;   THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS            EAST, A DISTANCE    OF 490.91 FEET TO THE  POINT OF  BEGINNING OF THE PARCEL HEREIN        DESCRIBED.   SAID PARCEL CONTAINS 693,165 SQUARE FEET OR          15.912 ACRES, MORE    OR LESS.    MQl!Mnt   Area  Breakdown  281    550,679 S.F., 12.642 AC.  282    119,205 S.F, 2.737 AC.  465     19,253 S.F., 0.442 AC.  712     4,028 S.F., 0.093 AC.                                                                                                 59)0736_2  





 






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                      NOO"OC"od"t                                16.00'                                            \_ N90"00'0C"E                                               247,60'      QTM_       00                                       ARJZONA                                    "'           DESIGN                                    3:                                                 CENTER                                               693,165s.f.                                                15.912ac                                    z0                                                       ARIZONA DESIGN CENTER                        Sjl,IG                                            AT RIVERWALK               SURVEY INNOVATION                       GROUP, INC                              S.R.P.M. IND/AN COMMUNITY  I Pn(•80)11220780 L;indS-r{ngS.rvi<.cs     FX(4"'>)922078i  JOO#  OJ-127    0WG:  ,OJl27L£GAL-A2DC     DATf:6/l0/2015,       7301EASTEVANSROA0.SCOTTSDA!.E,AZ85260                 ISCALE:  N,T.$.  lll<AWN: ELS  C1!£CK,_RMHIS!i(£�:   l OF I  





 






                                              EXHIBIT  nc"                                               LEGAL DESCRIPTION                                                                         '":                                                                        •,l�                                                             rLi,(�"...   ._,�_ --�-_-� �-,_                PARC&L DESCIUPflON                                       -..                MEDICIS                                                  ._  .                AT RIVl!RWALK                                                             Augusl 8, 2017                                                                                    •.    Job No. 03·127                SALT RIVER-PIMA-MARICOPA                                i\�               INOIAN COMIIIIUNiTY                           ..�--          1� ·            Pege 1 l>f2                A PORTION OF I.AND tOCATEO    IN THE NORTHEAST QUARTEROf      SE.CTION0,  TOWNSHIP 2                NORTH, RANGE 5 !:ASTOF    THE GllA AND SALT RNEA 8AS!lANO    MERIDIAN, MARICOPA COUNTY,                AAt·ZONA, BEING MORE PARTICULARLYDESCRIBED       AS FOLLOWS                COMMENCJNG AT A FOUND l/2' REBAR 'MfH CAP "RLS# 3e833'MARKING        THE EAST QUARTER                CORNER   OF SAID SECTION e. FROM WHICH THE NORTHEAST CORNER OF SAID SECTION�­               BEARS  NORTHOO DEGREES 05 MINUTES •o SECONDS EAST, A DISTANCE OF 2,823.15 FEET;                THENCE NORTH 00 DEGREES 05 MINUTES 40 SECONDS SAST, A�ONG THE EAST LINE OF THE                NORTHEAST QUARTER OF SAID SECTION&, A OISTANCEOF         1,118.43 FEET;                 THENCE NORTH e� DEGREES 6-4 MINUTES ?.OSECOOOS       WEST.A DISTANCE 0� 55.00 FEET TO                THE WESTERN RIGHT-OF-WAY LINE OF D08SON ROAD;                 THENCE SOUTH &O OEGREES00      MINUTES  00 SliCONDSWEST,   A DISTANCE OF 470.12 FEET TO                THE POINT OF A NON-TANGENT CURVE CONCAVETO         THE NORTHEASl, WITH   A CHOAD                BEARING OF NORTH60 DEGREES 38 MINUTES       32 SECONDS WEST, A CHORD DISTANCE OF                183.58 FEET;                 TtiENCE NORTHWESTERlY      ALONG SAIDNON-TANGENT     CURVE, HAVING A !VDIIJSOF   182. t I                FEET, THROUGH A CENTRAL ANGLE OF 60 DEGREES 3Z-MINUTES00         SECONOS. A DISTANCE OF                192.40 FEETTO  THE POINT OF BEGINNING;                 THENCE SOUTH 00   DEGREES 00"1/NUTES     00SE CONDS EAST, A DISTANCE Of'69127   FEET;                 THENCE SOUiH '10DEGREES     00 MINUTES 00 SECONDS WEST. A DISTANCE OF $34.6.2 FEET TO                THE EASTERLY  RIGHT-OF-WAY LINEOF     LOOP 101 -PIMA FREEWAY, 8EINO THE BEGINNINGOf       A                NON-TAN GENT CURVE, COHCAVE TO THE WEST, WITH A CHORD BEARING OF NORTH 00                DEGREES 26 MINUTES 03 SECONDS WEST, A CHORD DISTANCE Of        \37.77 FEET;                 THENCE NORTHERLY AtONG &i'.10 NON-TANGENT CURVED RIGHT-OF-WAY, HAVING A RADIUS               OF 4,683.68 FEET, THROUGH A CENTRAL ANGLE OF 01     DEGREES 43 MINUTES 20 Si!CONDS,A                   DISTANCE Of 137. 77 FEET;                 THENCE NORTH 00 OEGREES 01 MINUTES      19 SECOI-IOSWEST,  ALONGA   NON-TANGENT LINE, A               DISTANCE OF 6�7.◄0 FEET;                THENCE NOIHH 00 DEGREES 04 MINUTES 54 SECONDS EAST,A          DISTANCE OF 285.09 FEET;               THENCE NORTH 90 DEGREES 00 MINUTES 00SECONDS          EAST, DEPARTING SAID WESTERLY               RIGHT-OF-WAY, A DISTANCE OF 597.36 FEE'T;                THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, A 01 STANCE OF 34•3. 1 g FEET TO               THE POINT OF A NON-TANGENT CURVE      CONCAVE TO THE SOUTHWEST, WITH A CHORD               BEARING OF SOUTH39      DEGREES 47 MINUTES 34 ScCONDSEAST.      A CHORD DISTANCE Of 69.59               FEET;    DOCS 125208·000003/301180'!3                         11  





 






                                                                                               Paqe2  of 2                  THENCE 60UlHEASTERLY A      ONG SAIO NON-TANGENT Ci,,,'IWE.tiAVING  A  RAOIV$ OF 182.11                FEET, THROUGH A CENTRAL ANGLE OF 16 DEGREES 50 MINUTES 03 SECONDS. A DISTANCE OF                5g.es FEET TO TH!; POINT OF Bl!OINNING.                SAID PARCH CONTAINS 672,765 SOl/ARE FEET OR 15.445ACRES, MORE OR LESS.                 A/lot111e111 Area Breakdow,,                714-A  603,535 SF    1156AC                716    169,253 SF     3.89AC                                       $1.ft'Vt'/JnnQy&Uon Oro1.1p,  k11:. 7301 E, Evan■ RO. SicobdMI.Al �290                          llc\,Jcb<\200312003-ll7 IOI • INOIAN8ENO\llOCS11.EGAlS\Ml:DICfSIIM!DICIS  EiPANOEOLEC,!  4<><    DOCS  125208-000003/3011809.3                        12  





 






                                                                                             -.a>ICIS                                                                                              :t87Z.7RIS.F.                                                                                             OR15.USN;.                                                                                                                                                 MEDICIS                                                                                                SIIIG                                        AT RIVERWALK                                                                                         SUltVEYINNOVATION                                                                                                                                                S.R.P.lf. /NDIANCOIIIIIIUNITY                                                                                                           GROUP,INC                                                                                ..,_�--      �,..,......,_h.-JID:2-                 �Ir'/                                                                                   i"l01E,,3T£WINIMIIIO.�ltl.tlWI()            Sb1t   N.U    DOCS    l.2!208-000003/301t809.3                                  13  





 






                                 EXHIBIT    "D"   PROPERTY DESCRIPTION                                                     July 31, 2007  BUILDING   'M'                                                          Job No 03127  RIVERWALK                                                                  Page 1 of 1   A PORTION OF LAND LOCATED IN THE      EAST HALF OF SECTION 6,   TOWNSHIP 2 NORTH,  RANGE 5 EAST OF lHE GILA AND SAL1      RIVER BASE AND MERIDIAN,   MARICOPA COUNTY,  ARIZONA,  BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS   COMMENCING AT A FOUND ALUMINUM CAP IN A HAND HOLE AT THE SOUTHEAST CORNER  OF SAID SECTION 6, FROM WHICH A FOUND      BRASS CAP IN A HAND HOLE AT THE SOUTH  QUARTER CORNER OF SAID      SECTION 6, BEARS SOUTH 89    DEGREES 43 MINUTES 37  SECONDS WEST, A DISTANCE OF 2637.87 FEET;   THENCE NORTH 00    DEGREES 01   MINUTES 59 SECONDS EAST,     ALONG THE EAST LINE OF  SAID SECTION 6, A DISTANCE OF 2,230.52 FEET;   THENCE NORTH 89 DEGREES 58 MINUTES 01       SECONDS WEST, LEAVING      SAID EAST SECTION  LINE, A DISTANCE OF 55.00  FEET TO A  POINT ON THE WEST RIGHT OF WAY LINE OF DOBSON  ROAD;   THENCE NORTH 00    DEGREES 01   MINUTES 59 SECONDS EAST,     ALONG SAID WEST RIGHT OF  WAY LINE, A DISTANCE OF 241.50 FEET TO THE POINT OF BEGINNING OF THE PARCEL  HEREIN DESCRIBED;   THENCE WEST,   LEAVING   SAID WEST  RIGHT OF WAY LINE,   A DISTANCE OF  6116  FEET.   THENCE NORTH, A DISTANCE OF 88.50 FEET;   THENCE WEST, A DISTANCE OF 86.50 FEET;   THENCE NORTH, A DISTANCE OF 66.00 FEET;   THENCE WEST, A DISTANCE OF 275.50 FEET;   THENCE NORTH, A DISTANCE OF 170.43 FEET;   THENCE WEST, A DISTANCE OF     191.19 FEET;   THENCE NORTH, A DISTANCE OF 25.57 FEET,   THENCE EAST, A DISTANCE OF 20.00    FEET;   THENCE NORTH,    A DISTANCE OF 150.00 FEET;   THENCE EAST, A DISTANCE    OF 595.00 FEET TO A POINT ON SAID WEST RIGHT OF WAY LINE,   THENCE SOUTH 00    DEGREES 05 MINUTES 40 SECONDS WEST,       ALONG SAID WEST RIGHT OF  WAY LINE, A DISTANCE OF 335.19 FEET;   THENCE SOUTH 00 DEGREES 01      MINUTES 59 SECONDS WEST, A DISTANCE OF       165.31 FEET  TO THE POINT OF BEGINNING OF THE PARCEL HEREIN DESCRIBED.   SAID PARCEL CONTAINS 192,272 SQUARE FEET OR 4.414 ACRES, MORE OR LESS.                   Survey Innovation Group. Inc. 16414 N. 91" Street, Suite 102, Scottsdale, AZ 85260                   H IJOBS\03127 101 & INDIAN BENO\DOCS\LEGALSISUILDING M_?-31•07  .doc  





 






                                          L1 2                                                                                             u         L 1                                                                               w          0                                 BUILDING  M                                     w        °'         LB        .J..___   ...;._       ___ __        RIVERWALK                              I�     oci                                        192,272 SQ.FT., OR 4.414 ACRES                                          AllOTMENT          ACRES                         vz                                                                                           �N                             ,..... '     281-A              0.445                             ..J          713-R              3.963                         wi--:                                          714-A              0.006                         )                                             L6                                                                                  i \                                                            l[J                                                            ..J                                                                 L4         st                  LINE  TABLE                                               .J         LINE     BEARING         LENGTH          Ll     N00'01 '59"E     241.50          L2    S90'00'00"W        61.16                                                                                  ·ro          L3    Noo·oo·oo"E       88.50                                                                                  co.  0 n                N90'00'00"W       86.50                       POINT OF            0,..... ,  .          L4                                                                      st   "          LS    NOO'OO'OO"E       66.00                      BEGINNING        I          L6    N90'00'00"W       275.50          L?    Noo·oo·oo"E       170.43                                    J          LB    N90'00'00"W       191.19                                      I          L9    NOO'OO'OO"E        25.57                                                                                     0         LlO    N9o·oo·oo"E       20.00                                              0                                                                              I       z         L11    NOO'OO'OO"E       150.00                                           I I         L12    N9o·oo·oo"E       595.00                                      L                                                                               L 1 5         L13    soo·os· 40"w      335.19         U4      S00'01'59"W      165.31         us     N89"58'01 "W      55.00                                              POINT  OF  COMMENCEMENT                 B.C.H.H.                                             A.C.H.H. S.E. COR.  SEC.  6                  1 4   o        - 6                   T. 2  N.,  R.  5 E.                       � �  · s��             \?:   { N     _- 5                                       INDIAN    BENO    ROAD               �                        S89'43'37"W    2637.87'                                                               BUILDING M                   S!IIG                                       LEGAL EXHIBIT           SURVEY INNOVATION                      SALTRIVER -     PIMA   INDIAN RESERVATION                  GROUP,     INC  Ph (480) 922 0780 Land surveyingServices  Fx (480) 922 0781 J08  IJ127  DWG; 3127BLDG-M-R(V  16414 N. 91st STREET, STE #102. SCOTTSDALE, A:Z. 85260 SCALE: NTS DRA'M'l: ELS CHK: RMH SHEET  1  Of- 1 





 






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                                     EXHIBIT   "E"   PROPERTY DESCRIPTION                                                     July 31, 2007   BUILDING  'N'                                                          Job No.03127  RIVERWALK                                                                  Page  1 of 1   A PORTION OF LAND LOCATED IN THE EAST HALF OF SECTION 6, TOWNSHIP 2 NORTH,  RANGE 5 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN,        MARICOPA COUNTY,  ARIZONA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:   COMMENCING AT A     FOUND ALUMINUM     CAP IN A HAND HOLE AT THE   SOUTHEAST CORNER  OF SAID SECTION 6, FROM WHICH A FOUND BRASS CAP IN A HAND HOlE AT THE SOUTH   QUARTER CORNER OF SAID SECTION 6,      BEARS SOUTH 89 DEGREES 43 MINUTES 37  SECONDS WEST, A DISTANCE OF 2637.87 FEET;   THENCE NORTH 00 DEGREES 01      MINUTES 59 SECONDS EAST, ALONG THE EAST LINE OF  SAID SECTION 6, A DISTANCE OF 2,230.52 FEET;   THENCE NORTH 89 DEGREES 58 MINUTES 01 SECONDS WEST, LEAVING SAID EAST SECTION  LINE, A DISTANCE OF 55.00 FEET TO A POINT ON THE WEST      RIGHT OF WAY LINE OF DOBSON  ROAD AND THE POINT OF     BEGINNING   OF THE PARCEL HEREIN DESCRIBED:   THENCE WEST. LEAVING     SAID WEST RIGHT OF WAY LINE. A DISTANCE OF 490.91     FEET;   THENCE SOUTH, A DISTANCE OF      18.00 FEET;   THENCE WEST. A DISTANCE OF      168.31 FEET;   THENCE NORTH, A DISTANCE OF 567.00 FEET;   THENCE EAST, A DISTANCE OF 45.00 FEET;   THENCE NORTH, A DISTANCE OF      17.43 FEET;   THENCE EAST, A DISTANCE OF     191.19 FEET:   THENCE SOUTH, A DISTANCE OF 170.43 FEET;   THENCE EAST, A DISTANCE OF 275.50 FEET;   THENCE SOUTH, A DISTANCE OF 66.00 FEET;   THENCE EAST, A DISTANCE OF 86.50 FEET;   THENCE SOUTH. A DISTANCE OF      88.50 FEET;   THENCE EAST, A DISTANCE OF 61.16 FEET TO A POINT ON SAID WEST RIGHT OF WAY LINE,   THENCE SOUTH 00 DEGREES 01      MINUTES 59 SECONDS WEST, ALONG THE WEST RIGHT OF  WAY LINE OF SAID DOBSON ROAD,      A DISTANCE OF 241.50 FEET   TO THE  POINT OF  BEGINNING OF THE PARCEL HEREIN       DESCRIBED.   SAID PARCEL CONTAINS 288,429 SQUARE FEET OR 6.621       ACRES.                    Survey Innovation Group, Inc. 16414 N. 91" Street. Suite 102, Scottsdale, AZ 85260                   H:\JOBS\03127 101 & INDIAN 8ENO\OOCS\LE=GALSI8UJLDING N_?-31-07 doc  





 






                                                           -                                                           --                                               UNE  TABLE                                      LINE      BEARING        LENGTH                                                     i                                      L1     N90'00 OO"W      490.91                                     '  L2     soo·oo·oo"E       18.00                                       L3     N90"00'00"W      168.31   i                                       L4     NOO'OO'OO"E      567.00                                       LS  i  sgo·oo·oo"E       45.00                                       L6     NOO'OO'OO"W       17.43                     '-0                                       L7  I  sgo·oo·oo"E       191.19                                                                                   w      u                                       LB     soo·oo'oo"E      170.4.3            'o      WW                                       L9     N90'00'00"E      275.50        L5  c.o                       L10     soo·oo·oo"E       66.00             :;0  I            __J      L7                                                                   u0�                                        L11    N90'00'00"E       86.50              0a                                                                                   z      ,;-z                                      L12     soo·oo·oo"E       88.50                                                                                          �N                              co      L13     N90'00'00"E       6U6                       w�                                     I L14    s00·01 ·59"w     241.50                                      L15     N89'58'01"W       55.00                                               L9                                                                                    I \                                                             0                                                             :::::;,                                                                  L11                                                                       N                                                                      J                                                                          L1 .3                          BUILDING         N                                                                                   rs-' 0                          RIVERWALK                                                tOI -  I')                     288,429 SQ.FT., OR 6.621 ACRES                                0  rs-                                                                                  ,;- n                   ALLOTMENT              ACRES                               I                                                                             ,;-I                    281-A                   5.234                            J                    282-A                  0.530                    713-B                  0.671                POINT  OF                                                               BEGINNING-            I �0                    714-A                   0.186                          \                       N                            L1              L.3      __JI                                                      L 15                 B.C.H.H.  S. 1 /4,  SEC.  6      POINT OF  COMMENCEMENT                T. 2  N., R.  5  E              A.C.H.H. S.E.  COR., SEC. 6                                                          T. 2  N ,  R.  5 E.                                         INDIAN    BEND    ROAD                                           S89'43' 3 7"W 2637.87'                                                                  BUILDING N                    1SIIIG                                       LEGAL EXHIBIT             SURVEY INNOVATION                       SALT RIVER-PIMA INDIAN RESERVATION                   GROUP, INC   Ph (460) 922 0780 Land Surv�ying Services Fx (4B0) 922 0781 JOB H3127 :oWG: 3127BLDG-N-REV DATE  7 /31/07  , 1641-4 N. 91 st STREET, STE #102, SCOTTSD.AILE, A2. 85260 SCALE:  NTS  DRAWN: £LS CHK: RMH SHEET 1 Of 1  





 






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                                              EXHIBIT          "F"                                      DESCRIPTION OF LEASED PREMISF�'>                                CONTAINING APPROXIMATELY 2.716 ACRES                     OR APPROXIMATELY               118,292 GROSS SQUARE FEET OF AREA      THE ACK.1,;AGF: AND GROSS SQUAIU: FOOTAGE rs SlJBJECTTO                               RE-Mt-:AllUREMl<NT       AND   CU ANGE AS       PROVIDED rN THAT CERTAIN GROUND St.rnLEASE DATED AS OF                                     JANUARY� 2011 BY AND Bf,'TWl:�N        APEX    PARK AT PIMA, L.L.C., AS           "LANDLORD," AND HCW SCOTTSDALE, LLC, AS                                                        "TENANl"'                HA.UPTON INN MD 8UITE8                                                AU9uel 11, 2009               Rlll&RWALK                                                              JobN•. 03n7               SALT RIWR-     PIMA INDIANRHl!RV"        TION                              f'ago 1of 1               A PORTION OF lJ\NDLOCAT!D      IN n,e SOUTtllill&TQUMTfn     or- 6EOTIOH 8, TOWNllMIP2                 NORTH, RANGE5     EASTOF   ma GIi.AANO    S!llTRJV&R   BASSANO  MERIDl-'N,  MARICOPA               COUNTY, AAJZONA, BEING MORI! PARTIClilARlY       OiSCAIBEDAS    FO�,OW$:               COM"lff,l�INQ AT A fOVNDALUMINUM OAP IN A HANOHOLE AT THE SOUTHEAST CORNER O>               $/\JO 3fCTIONa,  FROMWHICH     A FOUNO eRAS�CM'      IN  A 11ANOHOL�  AT THE SOUTH               QUAFI.TEflCOI\NEI\ Of  $NO SECTIONo.     81:AflSSOUTH  89 O�QR��s�3    MINUTe5 37               SECONDS M'ST,A      DISTANC£OF    2837.&7 FEET:               THENCEKORTH      00 OiGREES01    MINUTES59    SECONOSEAST    AlONO   THE EASTLINE    OF SAID               SOUTHEASTQUARTER,       A 0IS TANCeOF   313.50�EET:                THENr.E SOUTH 61 OEOREES43       UINUTES37   SECONDSW&ST,     A DISTANCEo,    55.00FiET  TO               THe POINT Of 8EOtflNINO Of l'Hf:PAkt:t:L   HEREIN   OESCRf&eo;               THENCE CONTINUING SOUTH Sf OEOREES 43 Mt!UTf837           SECONDS'M;ST.    II DISTA>ICf  OF               4<4G.ot>Fl!IT;               THENCE NORTH 00 OEGREes 18 MINUTES 21        SECONDS V/E&T,II   DISTANCE   Of �4.◄) FEET;               TflcNCE!<OATH    BO DECREES O MINUTES 42 SECONDSEAST,        A  DISTANCE,Q;  448.0$  Fl/iE.T;              THaNCE SOUTM 00 oeo�£ES 01 MfNUn�sIJO         SE.CONDI  WSST, A  Dl9TANCEOP'28.f.-t3  ,e,r               TO THEPOINT   Of  IIEGINNINOOF   THfPARCEi.    HEREIN DESCRIIIEO.               S,>JCIPMCeLCONTAINS       119.282 SOUAREFl   !ET OR2.716ACRP.�.MORE     OR LESS                                                               ,.                             -hrtt'jlflnt\ltt,loti GrOU!), a,;,.  lf41�  tt fl Ste"Ott.SIIII• fOZ. 1...:11.dl!t, tV. UU!l                          H,V-1\lCOltlOOJ-tlY 1t, ,.tNQCAHHN"Ov::>OC.ltf:OAtS\lU7,lUM..rON !NN 0.,.1 •  .CO.di:lc    PHXIOMINEll,2)427'0.!11  lil6.0I0                         63  





 






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                             F.XHIBTT  "G11   PARCEL DESCRIPTION  TOP GOLF with Parking Expansion  AT RIVERWALK                                                               April 2, 2018  SALT RIVER -   PIMA - MARICOPA                                        Job No. 2003-127  INDIAN COMMUNITY                                                            Page 1  of 1   A PARCEL OF LAND LOCATED IN THE SOUTHEAST QUARTER OF SECTION 6, TOWNSHIP 2 NORTH, RANGE  5 EAST OF THE GILA  AND SALT RIVER BASE AND MERIDIAN,   MARICOPA COUNTY, ARIZONA, BEING MORE  PARTICULARLY DESCRIBED AS FOLLOWS:   COMMENCING Ai A FOUND ALUMINUM CAP IN A HANDHOLE AT THE SOUTHEAST CORNER OF SAID  SECTION 6, FROM WHICH A FOUND BRASS CAP IN A HAND HOLE AT THE SOUTH QUARTER CORNER OF  SAID SECTION 6, BEARS SOU'TH89   DEGREES 43 MINUTES 37 SECONDS WEST, A DISTANCE OF 2637.87  FEET;   THENCE NORTH 00 DEGREES 01     MINUTES 59 SECONDS EAST. ALONG THE EAST LINE OF THE  SOUTHEAST QUARTER OF SAID SECTION 6 A DISTANCE OF 1,285.53 FEET;   THENCE NORTH 89 DEGREES 58 MINUTES 01     SECONDS WEST, A DISTANCE OF 55.00 FEET TO THE POINT OF BEGINNING OF THE PARCEL HEREIN DESCRIBED;   THENCE SOUTH 00 DEGREES 01     MINUTES 59 SECONDS WEST,    A DISTANCE OF 310.86 FEET;  THENCE SOUTH 70 DEGREES 54 MINUTES 16 SECONDS WEST, A DISTANCE OF 205.72 FEET;  THENCE SOUTH    00 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 330.65 FEET;  THENCE SOUTH 89   DEGREES 43 MINUTES 42 SECONDS WEST, A DISTANCE OF 253.88 FEET;  THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS EAST,, A DISTANCE OF       58.07 FEET;  THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST, A DISTANCE OF 525.11        FEET;  THENCE SOUTH 74 DEGREES 04 MINUTES 36 SECONDS WEST, A DISTANCE OF 113.81        FEET;  THENCE SOUTH 36 DEGREES 39 MINUTES 55 SECONDS WEST, A DISTANCE OF 59.23 FEET;    THENCE NORTH 53 DEGREES 20 MINUTES 05 SECONDS WEST, A DISTANCE OF        10.16 FEET TO A POINT  OF CURVE TO THE RIGHT HAVING A RADIUS OF 200.00 FEET;   THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 40  DEGREES 34 MINUTES 46 SECONDS, A DISTANCE OF 141.65 FEET TO THE POINT OF CURVE OF A NON  TANGENT CURVE TO THE RIGHT, OF WHICH      THE RADIUS POINT LIES NORTH 78 DEGREES 15 MINUTES 36  SECONDS EAST, A RADIAL DISTANCE OF 657.37 FEET;   THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE           OF 46 DEGREES  52 MINUTES 53 SECONDS, A DISTANCE OF 537.88  FEET TO THE POINT OF CURVE OF A NON TANGENT  CURVE TO THE RIGHT, OF WHICH THE RADIUS POINT LIES SOUTH 50 DEGREES 18 MINUTES 51       SECONDS  EAST, A RADIAL DISTANCE OF 200.00 FEET;   THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 33  DEGREES 15 MINUTES 39 SECONDS, A DISTANCE OF 116.10 FEET TO A POINT OF NON-TANGENCY;   THENCE NORTH 72 DEGREES 56     MINUTES 48 SECONDS EAST,   A DISTANCE OF 111.55 FEET;   THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 894.20 FEET TO Tl-IE  POINT OF BEGINNING OF THE PARCEL HEREIN DESCRIBED.   SAID PARCEL CONTAINS 719,480 SQUARE FEET OR 16.517 ACRES, MORE OR LESS.  ALLOTMENT# 465: 8.023 ACRES       ALLOTMENT    #712: 8.494ACRES                                           Survey Innovation Group, Inc.                H:\Jobs\200312003-127 101 & INDIAN BEND\OOCS\LEGALS\TOP GOLF\#03127 TOPGOLF • ADO.doc:  





 






                                                                                                                      •      .      E:.1/4   CVR,                                                                                                                          S{C:o,.  r..2N.,     R£�                                                                                                                                  .1./2· DIAM£7!R R;BAR                  ·                                                                                                                              -•         .      '       . l1                                                                                                                S90"00'00"E       894.20'                                                                                                                                 POINT  OF                                                                                                                                BEGINNING              �     I                                                                                                                           TOP GOLF  ALJ.OI'MAWT'AREA                                              S!IIG  46/S             !J,0.2'S                                                     SURVEY INNOVATION                                        with       Parking Expansion  7'11"/'OT.AL   16.U8:.494 J                                 GROUP,INC                               AT RIVERWALKS.R.P.M.                 INDIAN      COMMUNTTY                                                    Ph(480J9220780     Lllnd�,.,,.,,,ng--         Fx(480J9220781     JOBI    03-127    DWGcf3127    ToPGOI.F-AOD      DAit:: 4/2/'18                                                 22425N.   16thSt.  Ste.#1.PHOENIX,        AZ85260  SCALE:                  N.T.S. DRAWN: ELS CHECK: JAS  SHEET:   1  OF  2  





 






                     Rlverwalk Landscape Maintenance General Items                                         June 4, 2018    11.  Irrigation System:       11.1   LMC  is responsible for the complete operation and maintenance of the irrigation              systems except as noted herein. LMC will inspect the irrigation systems for broken             and  clogged Emitters & Sprinklers, malfunctioning or leaking valves, or any other              condition that hampers the correct operation of the system a minimum of once             weekly. Authorization must be obtained from Owner before proceeding with work             not covered by this contract. Also, LMC shall inspect the water patterns lo avoid             Iha direct or Indirect water spray to Owner's property (i.e., building walls, windows,             etc.) or pr,ivate property located on the Premises (Le., automobiles}.        11.2  LMC   to repair/correct malfunctions of valves, emitters & sprinklers and Irrigation             lines at the Owner's expense, with prior approval, unless due to LMC's operations.   NOTE:  Weed Control            1.  Weed  control should be performed after monsoons (September and Oc tober) &              in spring (March and April) predominately on a bimonthly basis and at other times              as required during the year.           2.  All weeds and undesirable grasses shall be dug out by the roots and disposed of              off the Property in a manner which prevents damage to the surrounding planted              areas.           3.  Weed control shall be regular and continuous in all planted areas. Weed spray              may be used only when there will be no damage to plants, animals or humans              and no discoloration of masonry, or building structures, hardscape or decorative              landscaping. All ground cover areas, shrubs and vines shall be sprayed weekly              or as needed to provide control.      First Aid Facilities            1.   LMC  shall provide on  the site first aid facilities, conveniently located and              adequately equipped  to render  first aid treatment to any injured workman              employed on  work under this scope of work, and in accordance with applicable              laws.       Standard Specifications            1.  Cleaning               a.    Shall include but not be limited to. removal of trash such as paper, cans,              bottles, and dried or dead plants or parts of plants (leaves, fronds, branches.              etc.) and up to twenty-five (25) dead trees per contract year, including all trees              from 0:50 feet and 18" in diameter (standing or fallen due to disease or              windstorms) Owner is to be notified prior to tree removal. Care will be taken  to              remove damaged or fallen trees immediately out of traveled areas. Storm                                              7  





 






            Riverwalk Landscape Maintenance General Items                                June 4, 2018        damage beyond the twenty-five designated trees per contract year will be       addressed on a work order basis. Accumulated in Contracted areas as a result       of littering, wind or rain storms. Gravel areas shall be raked weekly. All material       collected shall be disposed of by the Contractor and In accor�ance with all       Town, County, State and Federal requirements. Debris shall not be disposed of       at temporary storage sites unless approved by Owner.        b.    If temporary storage is approved, debris is to be removed to the point of      final disposal the same day. The Contractor shall be solely responsible for any      disposal fees (dumping charges). All sidewalks, benches and furniture are to be       cleaned as a part of routine maintenance work.       c.    The Contractor shall clean and remove all debris and make all necessary      repairs for stakes and guys on trees within twenly-four (24) hours following a      storm event.       d.   All debris shall be removed from retention/detention basins on a weekly      basis.       e.   All areas around the water features shall be cleaned of debris durimg      routine maintenance of landscape areas.  2. Mowing      a.    All lawns within landscape areas shall be mowed evenly and edged to a      cutting height of one inch +1- one quarter (1/4) inch, and maintained, generally,      to the following      b.     Mowing equipment for summer grass shall be rotary type. Mower blades     shall be sharp, and mowing should be conducted to avoid following the same     pattern for each mowing. Summer grass clippings shall be collected and     removed.      c.    Areas where winter rye grass is seeded shall be mowed and edged not     less than one and one-half inches nor more than three inches in height and shall     be mowed   weekly. Note: If edging is performed using herbicides, it is considered     a management tool and no payment will be made for materials used. Grass     clippings shall be collected and removed  3. Weed Control      a.    Weeds in lawn areas shall be co11trolled in such a manner and at such     intervals that their height does not exceed the height of the grass. Planters,     ground  cover,  gravel cover, and desert landscape areas shall be kept free of     grasses, weeds and other merging vegetation.      b.    Weeds shalt be controlled at least two limes per year Spring (March /     April) and Fall (September/ October) with the use of herbicides which are     effective on the type of noxious weeds being treated. The Contractor shall     submit a schedule ,for herbicide applications, and receive approval for the      schedule, prior to commencing Work. Schedule will include the type of                                      8  





 






                                        Hiverwalk Landscape Maintenance General Items                                                            June 4" 2018                                    herbicide(s) to be used and the proposed date and rate of application. The                                   owner reserves the right to accept, reject, or modify this herbicide schedule. The                                   Contractor will submit a Work Order prior to the Spring and Fall herbicide                                   applications. The Contractor shall furnish all equipment and labor necessary for                                   the herbicide applications the maintenance contractor wm purchase and                                   distribute chemicals as per work order. The Contractor shall furnish all                                   equipment and labor necessary forthe  herbicide applications All other labor or                                   chemical costs associated with weed control will be Considered incidental to this                                   contract and not an extra paid for by the owner.                                    c.    The Contractor shall be responsible for the application of all herbicides                                  and chemicals. The Contractor shall use legally approved chemical herbicides in '                                proportions to the manufacturer's recommendations Plants'  killed or severely f                                damaged by the- use of herbicides shall be replaced at no cost to the owner, with 1                                a comparable size and quality nursery stock. The treated soil of the affected I  I                                plant(s) and planting pit shall be treated with activated charcoal and other soil ;                                amendments required to enhance the potential survival and growth of the                                  existing or replacement plants The treatment and materials shall be furhished at                                  no cost to the owner.                           4.Tree and Shrub Care                          Once every two years, in the spring no earlier than February 151\ shrubs and                          groundcovers should be cut back hard to encourage fresh growth. Plant trimming in thls                          manor should be scheduled to revolve so that all the plants are not trimmed at the same                          time. The timing should be sequential.                                    a.    Maintain trees and shrubs in a healthy, growing conditionby  performing                                  necessary operations, including the following:                                   b.    All tree and shrub wells will be maintained for retention of water. In turf                                  areas, an area of no growth around trunks shall be maintained.                                   c.    Accent plants like red yucca should never be trimmed except to remove                                  dead flower stalks. Accent plants should never be cut back hard.                                   d.    Trimming and Pruning:      The Contractor shall be notified four ( 4)                                  weeks in advance to schedule trimming of all trees in contracted areas, and will                                  receive owner approval prior to commencing Work. Schedule shall include the                                  trees to be trimmed and the proposed dates of the trimming. The owner                                  reserves the right to accept, reject or modify this trimming schedule. Prune and                                 shape only as necessary to maintain natural shaped plant. Pruning of the                                 massing of groundcovers  should create a carpet and intermingling of plants.                                 This is the desired natural look of groundcover. No balling or sheering of shrubs                                 or groundcover to be dona. Trimming and pruning to be done by hand only.                                  e.     Staking and Guying: Staking of trees only to be done if necessary and                                 shall be done for a short of a time as possible. Stakes and guys on trees are to                                 be inspected weekly or immediately following a storm event. Stakes and guys                                  are to be adjusted or removed as necessary. Any new staking or guying needed                                 shall be considered incidental to this contract including the purchase of guy wire                                                                 9  





 






            Riverwalk Landscape  Maintenance General Items                               June 4, 2018        (except in cases of reportedvandalism)  and not an extra paid for by the Owner.       All tree stakes, guys and ties shali be maintained to properly support the tree.       They shall be inspected a minimum of once every 60 days to prevent girding or       chafing of trunks or branches or rubbing which may cause bark wounds.        f.    All plantings shall be trimmed so as not to conflict with pedestrian or       vehicular traffic and to maintain clear,  safe site distances. Sidewalks shall      remain clear at all times, and tree limbs shall have a minimum seven foot     clearance over the traveled way. All trimmings shall be disposed of as debris.       g.   Tree structure with multiple branches is to be maintained to keep natural     multiple branching asthenic.  5. Pest Control      a     Spraying or dusting shall only be required when necessary to prevent a      plant or tree from being damaged by an organism that can normally be      controlled only by spraying or dusting. When spraying or dusting is required,       special care shall be exercised to prevent unnecessary discomfort to the people      in the area.       b.    The Contractor shall establish a continuing program to control pests     includ'ing ants and rodents and submit the program to the owner for approval.      Requests for approval must include the following information: The pest to be      controlled, method of control and product labels. The Contractor shall complete     a Pesticide Spray Log for any pesticides used and submit with monthly payment     invoices. When spraying or dusting, the instructions on the label shall be     followed explicitly and special care shall be exercised In application. The     Contractor is responsible to provide all labor, pesticide chemicals and     equipment  necessary for pest control, preferably this will be done on weekends.    6. Replanting      a.    Whenever a plant. shrub, or tree dies as a result of vandalism, storm     damage, age, or uncontrollable pest or disease, the owner may. at its option,     furnish a replacement, for said plant, shrub, or tree. If the plant, shrub or tree     dies as a result of neglect, inadequate care or inadequate maintenance, the     replacement item and required labor shall be provided by the Contractor at his     expense. The owner At its sole discretion, shall determine whether a plant,     shrub or tree needs to be replaced and the Contractor shall obtain the owner's     approval before replanting.  7. Fertilizing      a.    The Contractor shall submit a schedule for fertilization of contracted areas     and receive owner approval prior lo commencing work. Fertilizer shall be     applied at least three (3) times per contract year for turf areas. This will be done     once in the months of May, June, and again in the month of August. preferably     on the weekends unless otheiwise designated by the owner. All trees, shrubs,     and ground cover will be fertilized in late fall. Schedule shall include the type of     fertilizer to be used and the proposed date and rate of application. The                                     10  





 






       Riverwalk_  landscape Maintenance General Items                           June 4, 2018   maintenance contractor will purchase and supply the lype and quantity of  fertilizer material needed. The owner reserves the right to accept reject or  modify this fertilization schedule.                                 ll  





 






                              Exhibit L           Recorded Easement Agreements and Notices of UtilityLocations    1. Notice of Utility Location (Water Line) (Arizona Design Center) made by Apex 7350    North Dobson, L.L.C., an Arizona limited liability company, on June 21, 2012, and    recorded June 27, 2012 with the Maricopa County, Arizona, Recorder's Officeas     Document No. 2012-0562888.  2. Notice of Utility Location (Water and Sewer Lines) (Buildings M & N) made by Apex    7500/7580 North Dobson Road, L.L.C., an Arizona limited liability company, on June    21, 2012, and recorded June 27, 2012 with the Maricopa County, Arizona, Recorder's    Officeas Document  No. 2012-0562889.  3. Notice of Utility Location (Water Line) (Hampton Inn) made by Apex 9550 East Indian    Bend, L.L.C., an Arizona limited liability company, on June 21, 2012, and recorded June    27, 2012 with the Maricopa County, Arizona, Recorder's Officeas  Document No. 2012-    0562890.  4. Notice of Utility Location (Water and Sewer Lines) (Medicis) made by made by Apex    7720  North Dobson, L.L.C., an Arizona limited liability company, on June 21, 2012, and    recordedJune  27, 2012 with the Maricopa County, Arizona, Recorder's Officeas     Document No. 2012-0562891.  5. Easement Agreement by and among Apex Park at Pima, L.L.C., an A1izona limited   liability company, Apex 9500 East Indian Bend, L.L.C., an Arizona limited liability   company, Riverwalk Property Owners Association, Inc., an Arizona corporation, and 30   West Pershing, L.L.C., a Missouri limited liability company, made on July 16, 2013, and    recorded July 16, 2013 with the Maricopa County, Arizona, Recorder's Officeas     Document No. 20130647899.  6. Amended and Restated Access and Utilities Easement Agreement by and between Apex   Park at Pima, L.L.C., an Arizona limited liability company, and Apex 7720 North   Dobson, L.L.C., an Arizonalimited  liability company, made on or about June, 2018, and   recorded with  the Maricopa County, Arizona, Recorder's Office prior to the recording of   the Second Amended and Restated Declaration of Covenants, Conditions, Restrictions   and Easements forRiverwalk.  





 






                              LINE  TABLE                      LINE      BEARING          LENGTH                       L1     N89.58·01 ·w        55.00                       L2     soo·o1 •59"W        310.86                       L3     s70·54'16"W         205.72                       L4      SOO"OO'OO"E       330.65                       L5     S89"43' 42"W       253.88                       L6     Noo·oo·oo·E         58.07                       L7     S74"04'36"W         113.81                       L8     S36"39'55"W         59.23                       L9     N53"20'05"W          10.16                      L10     N72"56'48"E         111.55                                 CURVE           TABLE  CURVE   I    DELTA      I  RADIUS   I    ARC     I          CHORD    C1    I  40"34'46"    I  200.00   I   141.65   I  S33"02'41"E     138.71    C2    I   33·15'39•   I  200.00   I   116.10   I  S5618'58"W      11448                       SIIIG                                         TOP GOLF             SURVEY INNOVATION                            with Parking Expansion                    GROUP, INC                     AT RNERWALKS.R.P.M.            INDIAN   COMMUNITY          Pll(480)92207BO LandS-ymgs..v#cesFx(480)9220781     JOl3# 03-127  DWG:#3127  TOPGOI.F-ADO  DATE: 4/2/18         22425N.16111St,Ste.#1,PHOENIX,AZ85260         SCALE: N.T.S. DRAWN:  ELS CHECK:  JAS  SHEET:  2  Of" 2 





 






     0�/13/2007 14:53 FAX 6022406�25      AI.CORPO MTION COMMISSION                FILED                                                     11u�m11mrn1i,1tmrn1111��111m11t,1111                                                                                    02152535             SEP O \  2007                                 ·'i         F\1fNO\ 51  1'  to40· I       ARTlCLES OF INCORPORATION                                                     OF                             RJVERWALK PROPERTY OWNERS ASSOCJAT!ON, INC.                                         (Ari..onaNon-Profit  Corporation)                I.   NimJ,  nameThe  of the Corporation is:  Riverwa.lk Property OWner&Auociation,  lnc,               2.   Character of Affairs. The character of affairs of the Corporation will be to own,maintain                    &.'td manage the Common Area and Common Elements within that cortain roal estate                   development loo11ted 11'1Maricopa  County, State of Arizona and commonly rofemd to as                   Riverwalk and to perform all duties and exerci�e all rights imposed upon, or granred or                   pcm1itted to tho Corporation by thesc Articles of Jncorpe>ratlon or by the Deelaration of                   Covenants, Conditions, Restrictions and Euements for Rivcrwalk (the "Declazation")                   recorded ln the office  theof  Maricopa Count)' Recorder, Any capitalized terms not                   otherwise defined herein shall have the meanings  assigned to them by the Declaration,                   This Corporationdoes  11ot contemplate pecuniary gain or profitto  its Members,                    The Corporation shall have  the right  to do and perform  suoh acu and tt1ns11c\ 1uch                   business  in connection with  the foreg-oing objects and purpoaes as may be necessary,                   required or apprQprilte, 11nd to lrr.nsaot any and all lawful business for which flonprotit                   eorpor,.tionsmay  be incorporatedunder  th� laws of the State of Arizona, u they m1y be                   a.mended from time to time; provided, however, that such busineu shMI conformwith  the                   r.ex-exempt orsanlntlon requirements of Section 528 of the Internal Revenue Code of                   1986, 1111 amended.              3.   B2ru:d o{ PirectQrs, The inilial Board of Director� shall consist of three (3) directors.                  The 11amo1 and addre9se� of the _pcraons whoere  to serve as clirectotsuntil  the firstannual                   meeting of the Members, or \Inti: theirsucceisors  areel�cied  and �hall qualify are;                                Samuel Gould                                7500N. Dobson Rd., #ISi                                Scottsdale, AZ  SS2S6                  COMM\SSIOH     Ron�ld Siegel fiZ.e ORPOAATIOti             7500 N, Dobson Rd.,  �151             flLEO              Scot1sdale,AZ  85256           SEP 1 3 2007          LaWTencc M. Freedman                                7500N, Dobson Rd., #151                           ( -  Scottsdale, AZ  85256   i...  f\LENOg;\  1⁄4O  





 






       09/13/2007 14:54  FAX 6022408925                                                   ll] 007/00·B    ,  I·          4.   The number of person• to serve on the Board of Directors thereafter shall be fix:ed by the   I                 Aylaw�.                s.   lndemnJfication: The power of indemnification under the Arizona Revised Statutes shall                     not be denied or limited by the Bylaws.               6.    Known Place of Business. (In Ariiona).  The  ,treet 11ddress of the known place of                     busine9s of the Corpor111lonis:                                  7S00N. Dobson Rd.,  #151                                  Scot15d�le,AZ  8$256                 7.   StatutazyAgent.  The name and address of the st�t>.1toryagent  of theCorpora1ion  is:                           M & H Agent Services, Inc,                            l &50 North Central Avenue, Suite 2100                           Phoenix, Arizona  85004,                8.    Incorporator. The name and address of'the lncorpora1or is:                            L1nvrenc,e C. Petrowski                            Stinson Morrison Hecker LLP                            1850 N. Central Avenue, Suite 2100                           Phoenix, AZ 85004-4584                 9.   Powers, Duties and  Responsibilities of lncorporator. All powers, duties and                    rosponsibilities of the incorporator shall cease at the time of delivery of these Articles of                    Incorporation to the ArizonaCorpor�tion Commission.                10.  Members:  The Corporationwill  h1.ve Membets.               SIGNED AND DATED:  September�. 2007                                                            Lawren�C.  Potrowski                                                           Incorporator                                ACCEPTANCE OF APPOTNTMENTBY        STATUTORY AGBNT                     The undersigned hereby ncknowledges Md accepts the appointment �s statutory agent of               the above-named Corporation effective this1fday  of September, 2007,                                                           M & H Agent Service�, Inc.                                                        -2- 





 






 09/13/2001  14:54 FAX   �022406925                                                              ij 008/�08                                                   NONPROFIT                                        CERTIFICATE OF DISCLOSURE                                        Pursuant to A.RS   § 10-3202  (0)                                                        Riverwalk     .Property    Ownera    Aasoc.iation,    rno,                                                                             EXACT COFIPOAATE NAME   A. Hn •ny penion1er,lng tither  by 1h1etlon ,;,rappokltlTlehl n  o.fflcer,director,  l<U5IH, Qr incorporatorIn  !he cors,c141Jon:      1. Bi!enoonvto� ore  felony Involving • 1t1nnction in 11c,.,rlllea,�11Iumer rr■ud  or ant�1u1t In nny atsta or fe<ltrlll;urhttliction wijhin the  Hven­       yelll'i,enod lmmfCIIJlely prei:4dlng Ille  exoC\lllonol  tM, Co1111'�ale?      2. B4en convict.clof,  folony, IlleHltl\UII erem.11l1 of  which confltted oflraud, m!&reprenntatioo. tt,eftby  ret,e prttenae,. e>rre,tralnl  of ta<ie        or monopoly in any a!al• 01 fedoral Juri,diclion wlillin. the 1ewn,yeer period inYTM1dl.iely precadi� fhetx•��tion  of I/litC.�lliealt?       3. Been or art tui>jcmto  an "11uncllon.joxl11mtnl. 11,�••e 01  porm1nen1 ordtr ol-tny t\llteor  le<!erelcour\ onlered  wH�tn lho save"•yor poriod        i111medl1t•1Vprecedlng  lhe execuOon of !his CertlftClltewharsin 1uc�  injunclion,Jud�tnl,  dt"" or permanent orc,er:        (a) involved Ill& vlo'-lion o/ lr1vd or rag1we11oo p10Yi1ion1 or lht 1ecur111e1 lewe ol thatJurledicllon?;  or        (b) lnvolvodthe  v!olatlon of tlWI eon,umer fr1ue1  l1w1 of th,1 jurl1dlctlan?; 01        (c) tnvolVod the violallonof  !ht1n11tru11  or rHtralnl of trldt le1v, or !ti�[uri,dlctio�?    vn_No-X._     B. IF YES, lb• followinoinlor!)jltjop MUST bf  at!op/led      1. Full "amt and priOr �err1e(1}u1cd.                6. Soei•I Security o\lfflbar.     2. Full bltlh �ema.                                   7. Tht n1tllfilar.d deall<lpaon of  eac>!oonvlolion Of ,fudkllarectron,      �- Pr.sftnthome  1ddre1e,                               dtleand  ioctllon,the  court 1nsipuhlk: •fl'ncy Jn-iolved and  flle     4. Prior 1dl.i1G1ao1(for lmmadl.alt  preceding ?-ysar penoo). or C.\IH nurnb&rof  01ss.     6  Date ind lacetlon of birth.     c. Ha& ,ny per,on ,er11ngae  en officer, director, t'-'6tH or illwporetor ofth■ oorcoratlon. aerved In any eueh capecil)> In any 01ha,­     C4)fPQriij0n in any Jurlsd!cllon en tr.o bonKrvptcy, r&-,,,efverahlp, charterrevocation,  admtnlscrallve dlnolvttonQr  /udicl,1 din0tvlkrnol  lhe      o1h■r corl)<l,atlon?   Yn __      No_lL_   IF YOUA ANSWER TO�E:/'.BOVli QU,iTION  IS 'YES", YOU MU8T ATTACKTHE  FOLLOWINOINF'OPMATION  FO� iAOHCORf'Ol'IATION·      ,. N,m, end addreu of th& corporarlcl\                4. 0.1..  of wfpof•te opera"on.     2. Full narne, 1ncl11<1lri9 aha and addreH or eech perwn �. A dn1.:rlpllgn 01 th9 bankruptcy, 1ee4i'leral'Wp or chirtsr        l1wolved.                                            revocation, nclutlng•�•  4tle, court01  111onoy todthe  Ille or     3. Si.tt(t) Inwhich  ttl4 corpcr111on:                  ceu1e l'umber r;,tlhe  caae.        (1) V>/11 incQrporai.d,        (b} H•• 11a11aac11d �ualnett.     D. The ftacaly.ar  el!(l ,doptQd b� !ha corporation II De cernber 31   Vndtr J)fl'ltltloaof  1,w, tile undorslg�ed lne¢rl)❖rll!OII/OffiWfa,ctere  Iha! w, hlY6 .l(IMl11Edlh/1  Certitkale, lnci\Jdlng any ettachnll!nl�. IM ta  tho bell cf ur knowledge and iltUtfIt  la t1ue, correcl and oompl&IO. •nd heroby d6Clar• H lndlc•l•d Jb<IYII. TH� &IGNATUR11.(S)1111.lllT Ill!.   DATED      IN THIR (30) AYSOf' YHE DELIVERY OATS:.                  �      : BY            (,   .             DATE '{ 1⁄4 c)":t-     9Y __________ DAT£ __��-  TITlE.    Inco;rpor.itor                              TITLE------------------  8Y ___________-,                  DATE _____          BY��--------�DATE _____                               TITLE __________________                              TITLE _____         l)QME:$TIC CORPORATIONS:ALL  INCORPORATORS MUST SIGN THE INITIAL CERTIFICATE OF DISCLOSIJRE.  (U mote then four l�oorpor�lor�, plt■H attachremaining  11;n�tur�1 on a ttptrete 1h11t ol piper.)   II within Ifxty(60)  dry,. any p,rton beccrr,11 en orflcer,dili!Olor,  o,tt11111"  and th•P•rtQri  w•1 not lnclud1d I� 1�1, ll11oto,v1t, u-,ec<1rporati011   rnv11Illa  an AMENOEO �riffic,tB ,lgn«dby  111 tneorporator,, 01 If of!ioers have been eleclad, by• duly1u\h<lrlud off...e1.   FOA!IGN CORl'ORATIONI: MUST BE SIONED BY AT L�-'STONE  OIJLYAUTHORIZl:O OFFICi::R OF  THE COFlPOMTION.  CF: aoo, • Ntn-Ptoa1                                                               Mon.a Ccrpoi'll'<mCommittlon   Rev: 10/2006                                                                       co,�o,,ikl"'OM&loft   





 






                                       EXHIBIT,�  "I"                                            �                                        RIVERWALK        I:REESTANt)JNG     SIGN  LOCATION  PLAN              PLACEMENT       ZONES         0 FREEWAY    IDENTIFICATION   PYLONS            $-··1·:�-�� .  .i ·:;·i�.; :· •::        8    OU NOA_RY_t: . R KERS           �   _        !�  _           ifS>:......  �-- � ....,         0 OFFICE/COMMERCIAL MONUMENTS            A - PROJECT ONLY            8 - MULTI-TENANT            •illiP��-��C - MULTI AND SINGLE TENANT        •   RETAIL/MULTt-TENANT   MONUMENTS            VEHICULAR   DIRECTIONAL   SIGN        e (NOT    SHOWN.  INTERIOR TO  SITE)       0   BUILDING  DIRECTORY   MONUMENTS            (NOT  SHOWN, INTERIOR TO   SITE)         •   REGULATORY SIGNS (NOT SHOWN)           (NOT SHOWN, INTERIOR TO    SITE)              Shown are existinr and proposed rlgn           locations as o( OSI/ 6/2016.Additionol           signs will be added as site is developed.             Site pion and signage locotions ere           conceptual. Refer ta signage quantities in            the Freestondint Sign Matrix.                                              CSP( 8                              Rev. 05/16/2016  





 






                             EXHIBIT "J"                                VIA DE VENTURA                                               � , I                                                 I I                  APEX PARK               AT PIMA, L.L.C.               APEXDOBSON, 7720  NORTH.L.L.C.                                                        APEX  PARK                                                      AT PIMA, L.L.C.                   APEX                        PARK                          APEX 7500/7580               AT PIMA, L.L.C.                 _H--;;.,,,... NORTH DOBSON, L.L.C.                                                        NORTHAPEX  7350DOBSON,  L.L.C.             APEX  PARK                                  APEX 9500 EAST INDIAN        AT PIMA, L.L.C.                                BEND, L.l.C.                                                      APEX  PARK  N. T.S.                                             AT PIMA, L.L.C.                                                                EAST INDIAN                                                      _ APEXBEND,  9550L.L.C.                                 TALKING STICK  WAY                                           DECLARATION OF EASEMENTS                         SIIIG                      RIVERWALK                     SURVEY INNOVATION       SCOTTSDALE, ARIZONA                         GROUP, INC                               DATE 5/14/18                       Land Surv.)fn9Servi«s  JOB #13-127 OWG: DEC.ESMTS-COVER                                        SCALE: NTS DRAWN: ELS CHK: JAS ,SHEET 1 OF' 1  





 






PRIVATE ROADWAY  AT RIVERWALK                                                              May 14, 2018  SALT RIVER-   PIMA -  MARICOPA                                        Job No. 2003-127  INOIAN COMMUNITY                                                            Page 1 of 2   AN EASEMENT LOCATED IN THE EAST HALF OF SECTION 6, TOWNSHIP 2 NORTH, RANGE 5 EAST OF  THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA,      MORE PARTICULARLY  DESCRIBED AS FOLLOWS:   COMMENCING AT A FOUND ALUMINUM CAP IN A HANDHOLE AT THE SOUTHEAST CORNER OF SAID  SECTION 6, FROM WHICH A FOUND    BRASS CAP IN A HAND HOLE AT THE SOUTH QUARTER CORNER  OF SAID SECTION 6, BEARS SOUTH 89 DEGREES 43 MINUTES 37 SECONDS WEST, A DISTANCE OF  2637.87 FEET;   THENCE SOUTH 89   DEGREES 43 MINUTES 37 SECONDS WEST, ALONG THE SOUTH LINE OF SAID EAST  HALF, A DISTANCE OF 856.53 FEET;   THENCE NORTH 00 DEGREES 16 MINUTES 23 SECONDS WEST,       A DISTANCE OF 55.00 FEET TO THE  POINT OF BEGINNING;   THENCE SOUTH 89 DEGREES 43 MINUTES 37 SECONDS WEST, A DISTANCE OF 215.00 FEET;   THENCE NORTH 44 DEGREES 51    MINUTES 49 SECONDS EAST, A DISTANCE OF 77.97 FEET;   THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 152.82 FEET;   THENCE NORTH 07 DEGREES 09 MINUTES 25 SECONDS EAST, A DISTANCE OF 71.17 FEET TO THE  POINT OF A NON-TANGENT CURVE CONCAVE TO THE SOUTHWEST, WITH A CHORD BEARING OF  NORTH 31  DEGREES 26 MINUTES 40 SECONDS     WEST, A CHORD DISTANCE OF 114.42 FEET;   THENCE NORTHWESTERLY ALONG       SAID NON-TANGENT CURVE,    HAVING A RADIUS OF 159.50 FEET,  THROUGH A CENTRAL    ANGLE OF 42 DEGRE_ES 02 MINUTES 13 SECONDS, A DISTANCE OF 117.02    FEET;   THENCE NORTH 53 DEGREES 20 MINUTES 05 SECONDS WEST, A DISTANCE OF        171,25 FEET TO A  POINT OF CURVE TO THE RIGHT;   THENCE NORTHWESTERLY ALONG SAID CURVE,        HAVING A RADIUS OF 240.50 FEET, THROUGH A  CENTRAL ANGLE OF 40 DEGREES 40 MINUTES 04 SECONDS,      A DISTANCE OF 170.70 FEET TO THE  POINT OF A NON-TANGENT CURVE CONCAVE TO THE EAST,       WITH A CHORD BEARING OF NORTH 11  DEGREES 45 MINUTES 00 SECONDS EAST, A CHORD DISTANCE OF 556.97 FEET;   THENCE NORTHERLY ALONG SAID NON-TANGENT CURVE, HAVING A RADIUS OF 697.87 FEET,  THROUGH A CENTRAL ANGLE OF 47 DEGREES 02 MINUTES 16 SECONDS, A DISTANCE OF 572.93 FEET  TO THE POINT OF A NON-TANGENT CURVE CONCAVE TO THE SOUTHEAST, WITH A CHORD BEARING  OF NORTH 56 DEGREES 07 MINUTES 07 SECONDS EAST, A CHORD DISTANCE OF        139_25 FEET;   THENCE NORTHEASTERLY ALONG SAID NON-TANGENT CURVE,         HAVING A RADIUS OF 240.50  FEET,  THROUGH A CENTRAL ANGLE OF 33 DEGREES 39 MINUTES 20 SECONDS, A DISTANCE OF 141.27 FEET;   THENCE NORTH 72 DEGREES 56 MINUTES 48 SECONDS EAST, A DISTANCE OF 60.54 FEET TO THE  POINT OF A NON-TANGENT CLJRVE CONCAVE TO THE WEST, WITH A CHORD BEARING OF SOUTH 17  DEGREES 03 MINUTES 12 SECONDS EAST, A CHORD DISTANCE OF 81.00 FEET;   THENCE SOUTHERLY ALONG SAID NON-TANGENT CURVE, HAVING A RADIUS OF 56.00 FEET,  THROUGH A CENTRAL ANGLE OF 267 DEGREES 21 MINUTES 32 SECONDS, A DISTANCE OF 261.31  FEET;                                       Survey Innovation Group, Inc.        H: \Jobs\200312003-127 1 Of & INDIAN BENO\DOCSILEGAlSIVARIOUS ESMTS\MAINT. ESMTS\#03127PvtROWY I  _doc  





 






                                                                                     Page 2 of2    THENCE SOUTH 72 DEGREES 56     MINUTES 48 SECONDS WEST, A   DISTANCE OF 60.54 FEET TO A POINT  OF CURVE TO THE LEFT;   THENCE SOUTHWESTERLY      ALONG  SAID CURVE, HAVING A RADIUS   OF 159.50 FEET, THROUGH A  CENTRAL ANGLE OF 32   DEGREES 42 MINUTES 25 SECONDS, A DISTANCE OF 91.05 FEET TO THE  POINT OF A NON-TANGENT CURVE CONCAVE TO THE. EAST, WITH A CHORD BEARING OF         SOUTH 11  DEGREES 38 MINUTES 25 SECONDS WEST, A CHORD DISTANCE OF 488.90 FEET;   THENCE SOUTHERLY ALONG SAID NON-TANGENT CURVE, HAVING A RADIUS OF 616.87 FEET,,  THROUGH A CENTRAL ANGLE OF 46 DEGREES 41       MINUTES 29 SECONDS, A DISTANCE OF   502 70 FEET  TO THE POINT OF A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST, WITH A CHORD BEARING  OF SOUTH 33 DEGREES 06 MINUTES 24 SECONDS EAST, A CHORD DISTANCE OF 110.30 FEET;   THENCE   SDUTHEASTERL Y ALONG SAID NON-TANGENT CURVE, HAVING A RADIUS OF        159.50 FEET,  THROUGH A CENTRAL ANGLE OF 40 DEGREES 27 MINUTES 21       SECONDS, A DISTANCE OF 112.62 FEET;   THENCE   SOUTH 53 DEGREES 20 MINUTES    05 SECONDS EAST, A DISTANCE OF 171.81  FEET TO THE  POINT OF A NON-TANGENT CURVE CONCAVE TO THE SOUTHWEST, WITH A CHORD BEARING OF  SOUTH 31 DEGREES 55   MINUTES 45 SECONDS EAST, A CHORD     DISTANCE OF  169.99 FEET;   THENCE SOUTHEASTERLY ALONG SAID NON-TANGENT CURVE, HAVING A RADIUS OF 240.50 FEET,  THROUGH A CENTRAL ANGLE OF      41 DEGREES 23 MINUTES 29 SECONDS, A DISTANCE OF    173.74 FEET;   THENCE SOUTH    13 DEGREES 17 MINUTES 28   SECONDS EAST, A DISTANCE OF   74.41 FEET;   THENCE   SOUTH  00 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 168.50 FEET;   THENCE SOUTH    45 DEGREES  08 MINUTES 11 SECONDS EAST, A DISTANCE OF    77.60  FEET TO THE  POINT OF BEGINNING.                                         Survey lnoovation Group, Inc         H:\Jobs\2003\2003-127 101 & INDIAN BEND\DOCSILEGALSIVARIOUS ESMTS\MAINT. ESMTS\#03127 PvtRDWY1.doc  





 






                                                               Cf.       !                                                            •  ,,____.j.__,, .!                                                         22 1-RDW'f'-1  22t-                                                        r--- EASEMENT�                                                         CROSS-SECTION (TYP)                                                               £.1/4 COR.                                                       S£C.6., T.2N., R.5£.  N.T.S.                                              1 /2"  REBAR, #35833                                  --  - - - � - - - ·•--- - - - - -                                                  856.53'   �            -    BASIS OF  BEARING  S89'43'37"W 2637.87'    \_s.f/4,  SEC.6.,      TALKING STICK WAY        T.2N., R.5£.                                             PRIVATE ROADWAY EASEMENT                            SIIIG                        RIVERWALK                      SURVEY INNOVATION           SCOTTSDALE, ARIZONA                           GROUP, INC       JOB  l1J-127 01'/G: PvtROWY1  DATE 5/14/18                          Lind Surv,ylng Servic�,                                            SCALE:  NTS  DRAWN:  ELS CHK: JAS SHEET 1  Of  2  





 






                                                  LINE TABLE                                          LINE     DIRECTION     LENGTH                                           L1     N0'16'23"W      55.00'  I                                           L2     S89'43'37"W    215.00'                                           L3  I                                               N44'51'49"E     77.97'                                           L4     NO'OO'OO"E     152.82'                                           L5     N7'09'25"E      71.17'                                           L7     N53'20'05"W     171.25'                                           L11    N72'56'48"E     60.54'                                           L13    S72'56' 48"W    60.54'                                           L17    S53'20'05"E     171.81'                                           L19    S13'17'28"E     74.41'                                          L20      so·oo·oo"E    168.50'                                                                                                   I                                           L21    S45'08'11 "E    77.60'                                                  CURVE                                                          TABLE                         CURVE      DELTA      RADIUS      LENGTH           CHORD                           Cl     42'02'13"    159.50'     117.02'   N31'26'40"W  114.42'                           C2     40'40'04"    240.50'     170. 70'  N33"00'03"W  167.14'                           C3     47'02'16"    697.87'     572.92'   N11'45'01"E  556.97'                           C4     33·39•20"    240.50'     141.27'   N56'07'08"E  139.25'                           C5     267'21'32"   56,00'      261.31'    S17'03'12"E 81.00'                           CB                                                                      I                                  32'42'25"    159.50'     91.05'     S56'35'35"W  89.82'                           C7                           I                                  46'41'29"    616.87'     502.70'   S11'38'25"W  488.90'                           CB                                  40'27'21"    159.50'     112.62'   S33'06'24"E  110.30'                           C9     41'23'29"    240,50'     173.74'   s31·5s·44"E  159_99'   T�Ou:;,/)�             : .,      ��1f\CAr��      �    ,,?     4'o  t.:.     , (5ul� v 41894 .  �1)0      I       ERIC L.     J                              PRIVATE ROADWAY EASEMENT          0     cc   :�ST:JJ     JJ          SIIIG                             RIVERWALK         ��  .s�-�.)-':i �-  SURVEY INNOVATION        �-t 7<oNf:u. · · I:)                                 SCOTTSDALE, ARIZONA                    r:i7-         GROUP, INC             j13-127 \DWG:  PvlRDWY1       )DATE  5/14/18          "1AE:s 3/3 ,1i         Land Su,wyings,rvlc.,  !JOB                                                     !scALE:  NTs !DRAVwl-J: ELS jCHK, JAS jSHEET 2  Of  2  





 






PRIVATE ROADWAY  AT RIVERWALK                                                              May 15, 2018  SALT RIVER -   PIMA - MARICOPA                                        Job No. 2003-127  INDIAN COMMUNITY                                                            Page 1 of 1   AN EASEMENT LOCATED IN THE EAST HALF OF SECTION 6,     TOWNSHIP 2 NORTH, RANGE 5 EAST OF  THE GILA AND SALT RIVER BASE AND   MERIDIAN, MARICOPA COUNTY, ARIZONA, MORE PARTICULARLY  DESCRIBED AS FOLLOWS:   COMMENCING AT A FOUND ALUMINUM CAP IN A l-l'ANDHOLE AT THE SOUTHEAST CORNER OF SAfD  SECTION 6, FROM WHICH A FOUND BRASS CAP IN A HAND HOLE AT THE SOUTH QUARTER CORNER  OF SAID SECTION 6, BEARS SOUTH 89 DEGREES 43 MINUTES 37 SECONDS WEST, A DISTANCE OF  2637.87 FEET;   THENCE NORTH 00 DEGREES 01     MINUTES 59 SECONDS EAST, ALONG THE EAST LINE OF THE  SOUTHEAST QUARTER OF SAID     SECTION 6, A DISTANCE OF 255.71 FEET;   THENCE NORTH 89 DEGREES 58 MINUTES 01     SECONDS WEST, A DISTANCE OF 55.00 FEET TO THE  POINT OF BEGINNING;   THENCE NORTH 45 DEGREES 07 MINUTES 12 SECONDS WEST,        A DISTANCE OF 28.21 FEET;   THENCE SOUTH 89 DEGREES 43 MINUTES 37 SECONDS WEST, A DISTANCE OF 836.36 FEET;   THENCE NORTH    13 DEGREES 17 MINUTES 28 SECONDS WEST,     A DISTANCE OF 76.98 FEET;   THENCE NORTH 89 DEGREES 43 MINUTES 37 SECONDS EAST, A DISTANCE OF 854.10 FEET;   THENCE NORTH 44 DEGREES 52 MINUTES 48 SECONDS EAST, A DISTANCE OF 28.36 FEET;   THENCE SOUTH 00 DEGREES 01     MINUTES 59 SECONDS WEST, A DISTANCE OF     115.00 FEET TO THE  POINT OF BEGINNING                                         Survey Innovation Grouf>, Inc.        H.\Jobs\2003\2003--127 101 & INDIAN BENOIOOCSILEGALSIVARIOUS ESMTS\MAINT. ESMT$W03127 PIIIRDVI/Y2.doc  





 






                    LINE  TABLE                                      �           l             LINE     DIRECTION      LENGTH                  I  b--�  --D          i                                                          -1  22'  t-RDWY-1    22' I-             L1     N89'58'01 "W     55.00'                 �EASEMENT--;               L2     N45'07'12"W      28.21'                CROSS-SECTION (TYP)              L3     S89'43' 37"W    836.36'              L4     N13'17'28"W     76.98'                                E.1/4 COR.                                                                 SEC.6., T.2N., R.5£.              LS     N89'43'37"E     854.10'         1/2" DIAMETER    REBAR,  #35833              L6     N44'52' 48"E     28.36'                                               I              L7     S0'01 '59"W     115.00'                                              Qg                                                                                        i .q:0·                                                                                       l   1;(0                                                                                             N                                                                                          (t                                                                                        I �i"                                                                                        IO   0)            - - -- --                                                                   I  Cl)  ,!I)                       - -- ----      -    ---  �                                                           - ---     - - _I_ ---� �I�                                                                             T             I                                                                       50  EAS                                                              PEX           L.. L.C-                                                             A       �END,                                                              INDIANg                                                       I                                 I     N. T.S.                                                                         0'1                                                    l5                                                      L_ __________ _                                                      LJ                         L2                                                                       POINT  OF                                                                      BEGINNING                                                                                        I U1                 6                � � r:i             ·______           ____________________ _j                               �               __        BASIS  OF  BEARING    S89'43'37"W   2637.87'                                 TALKING STICK WAY                                                           PO!N T  OF COMMENCEMENT                                                       S. £. COR., SEC.6.,   T.2N.,  R.5£.                                                       PRIVATE ROADWAY EASEMENT                                 SIIIG                              RIVERWALK                           SURVEY INNOVATION                SCOTTSDALE, ARIZONA                                GROUP, INC          JOB #13-127  DWC, PvtRDWY2          DATE 5/15/18                              !AndSurwylng Servku                                                     SCALE: NTS  DRAWN: ELS  CHK: JAS    SHEET 1 OF 1  





 






PRIVATE ROADWAY  AT RIVERWALK                                                              May  14, 2018  SALT RIVER -   PIMA - MARICOPA                                        Job No. 2003-127  INDIAN COMMUNITY                                                            Page  1  of 1   AN EASEMENT LOCATED IN THE EAST HALF OF SECTION 6,      TOWNSHIP 2 NORTH, RANGE 6 EAST OF  THE GILA AND SALT RIVER BASE AND MERIDIAN,    MARICOPA COUNTY, ARIZONA,    MORE PARTICULARLY  DESCR'IBED AS FOLLOWS   COMMENCING AT A FOUND ALUMINUM CAP IN A HANOHOLE         AT THE SOUTHEAST CORNER OF SAID  SECTION 6,  FROM WHICH A FOUND   BRASS CAP IN A HANO HOLE AT THE SOUTH! QUARTER CORNER  OF SAID SECTION 6,  BEARS SOUTH 89 DEGREES 43 MINUTES 37 SECONDS WEST, A DISTANCE OF  2637.87 FEET:   THENCE NORTH 00   DEGREES 01   MINUTES 59 SECONDS EAST,    ALONG THE EAST LINE OF  THE  SOUTHEAST QUARTER OF SAID SECTION 6, A DISTANCE OF 2, 150,02 FEET;   THENCE NORTH 89 DEGREES 58 MINUTES 01      SECONDS WEST, A DISTANCE OF 55.00 FEET TO THE  POINT OF BEGINNING:  THENCE NORTH 44 DEGREES 59 MINUTES 00 SECONDS WEST, A DISTANCE OF 56.55 FEET;   THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST, A DISTANCE OF 1,291.21        FEET TO THE  POINT OF A  r-lON-TANGENTCURVE   CONCAVE TO THE WEST, WITH A CHORD BEARING OF      NORTH 11  DEGREES 56 MINUTES 07 SECONDS EAST, A CHORD DISTANCE OF 82.79 FEET;   THENCE NORTHERLY ALONG SAID NON-TANGENT CURVE,         HAVING A RADIUS OF 4,62366 FEET,  THROUGH A CENTRAL ANGLE OF 01 DEGREES 01 MINUTES 33 SECONDS, A DISTANCE OF 82 79 FEET;   THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 682.84 FEET;   THENCE SOUTH 00    DEGREES 00 MINUTES 00   SECONDS EAST, A DISTANCE OF 3.00 FEET;   THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 571,00 FEET;   THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS EAST,        A DISTANCE OF  3.00 FEET;   THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 20.29 FEET;   THENCE NORTH 45 DEGREES 01 MINUTES 00 SECONDS EAST, A DISTANCE OF 56.58        FEET;   THENCE SOUTH 00 DEGREES 01 MINUTES 59 SECONDS WEST, A DISTANCE OF         161.00 FEET TO THE  POINT OF BEGINNING.                                         Survey Innovation Group, Inc.         H:\JObs\2003\2003-127 101  & INOIAN BEND\DOCS\LEGALS\VARIOUS ESMTS\MAINT. ESMTS\#03127 PvtRDWY3.doc  





 






                                     ------�---         --            ;           i            ;           :      �                 :         _j 22'   r-RDWY-i     22'  !­          ;.--EASEMENT--;           CROSS--SifCTION{TYf'l       l.=al.:i'�"   =462-::'l.66'  ts=- ".01',:W                LINE  TABLE   LINE      DIRECTION        :..ENGTH     L1      N89.58'01 "W      55.00'     L2      N44'59'QO"W       56.55'     L3      N9o·oo·oo"w      1291.21'     L5      N9o·oo·oo"E       682.84'    L6       so·oo·oo·E        3.00'              s. V4,  SW.ti..         POJMT oP ��r                                                                                  51':C..Q..,      R;�E    L7      N9o·oo·oo·E       571.00'      f;�· K.!iE. S".£. ccn..                         -r:m.,     L8       NO"OO'QO"E        3.00'                BA'SllS         Of    &ARINC. _S89l45'37"W  2557.B?"    L9      N90"00'00"E       20.29'                          TALKING STICK WAY     L10     N4s·o1·oo"E       56.58'    L11      so·o1•59•w       161.00'                              PRliVATE ROADWAY EASEMENT                                      SIIIG,                                      RIVERWALK                                $\IRVcl"' iNNOVATlQN                     SCOTTSDALE                 ARIZONA                                     �OlJ:P, INC                JOB/I 03127   OWG:     PvtROWYS        DA"TE:   5/H/18                                    1.,o;1·��                                                                SCALE: NTS     DRAWN: ELS  CHECK: JAS  SHEET: 1  OF  1  





 






PRIVATE ROADWAY  AT RIVERWALK                                                              May 14, 2018  SALT RIVER-    PIMA-  MARICOPA                                        Job No. 2003-127  INDIAN COMMUNITY                                                            Page 1 of 2                                                        iffifs313,   AN EASEMENT LOCATED IN THE EAST HALF OF SECTION 6, TOWNSHIP 2 NORTH,       RANGE 5 EAST OF  THE GILA AND  SALT RIVER BASE  AND MERIDIAN, MARICOPA COUNTY, ARIZONA, MORE      PARTICULARLY  DESCRIBED AS FOLLOWS:   COMMENCING AT A FOUND ALUMINUM CAP IN A HANDHOLE AT THE SOUTHEAST CORNER OF SAID  SECTION 6, FROM WHICH   A FOUND  BRASS CAP IN A HAND   HOLE AT THE SOUTH QUARTER CORNER  OF SAID SECTION 6, BEARS  SOUTH 89 DEGREES 43   MINUTES 37 SECONDS WEST,    A DISTANCE  OF  2637.87 FEET;   THENCE NORTH 00   DEGREES   01 MINUTES 59 SECONDS EAST,   ALONG THE EAST   LINE OF THE  SOUTHEAST QUARTER OF SAID SECTION 6,     A DISTANCE OF 2,637.30 FEET TO THE EAST QUARTER OF  SAID SECTION 6;   THENCE NORTH 00 DEGREES 05 MINUTES 40 SECONDS EAST, ALONG THE EAST LINE OF THE  NORTHEAST QUARTER OF SAID SECTION 6, A DISTANCE OF      1,025.93 FEET;   THENCE NORTH 89   DEGREES 54 MINUTES 20 SECONDS WEST, A DISTANCE OF       55.00 FEET TO THE  POINT OF  BEGINNING;   THENCE NORTH:   44 DEGREES  57 MINUTES 10 SECONDS   WEST,  A DISTANCE OF  70.65 FEET;  THENCE SOUTH 90   DEGREES   00 MINUTES 00 SECONDS WEST,    A DISTANCE OF 419.75 FEET TO THE  POINT OF A NON-TANGENT CURVE     CONCAVE TO THE NORTHEAST, WITH A CHORD      BEARING OF  NORTH 60 DEGREES 35   MINUTES 56 SECONDS WEST, A CHORD DISTANCE OF 224.11 FEET;   THENCE   NORTHWESTERLY ALONG SAID     NON-TANGENT CURVE,    HAVING A RADIUS OF  222.61 FEET,  THROUGH A CENTRAL ANGLE OF 60 DEGREES 26 MINUTES 47       SECONDS, A DISTANCE OF 234.85 FEET  TO A POINT OF REVERSE CURVE TO THE     LEFT;   THENCE NORTHWESTERLY ALONG SAID CURVE,        HAVING A RADIUS OF  141.61 FEET, THROUGH A  CENTRAL ANGLE OF   41 DEGREES 44 MINUTES 50   SECONDS, A DISTANCE OF 103.18 FEET;   THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF        11.81 FEET;   THENCE SOUTH   90 DEGREES 00 MINUTES 00 SECONDS WEST,      A DISTANCE OF  189.00 FEET;   THENCE SOUTH   00 DEGREES 00 MINUTES 00 SECONDS EAST,     A DISTANCE OF 5.00 FEET;   THENCE SOUTH 90   DEGREES 00 MINUTES 00 SECONDS WEST,      A DISTANCE OF 333.25 FEET TO THE  EASTERLY RIGHT OF   WAY LINE OF LOOP   101 FREEWAY;   THENCE NORTH 00 DEGREES 01 MINUTES      19 SECONDS WEST,   ALONG SAID EASTERLY RIGHT OF WAY  LINE, A DISTANCE OF 54.39 FEET;   THENCE NORTH 00 DEGREES 04 MINUTES 54 SECONDS EAST,       ALONG SAID EASTERLY RIGHT OF WAY  UNE. A DISTANCE OF  26.61 FEET;   THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 475.57 FEET TO THE  POINT OF A NON-TANGENT CURVE CONCAVE TO THE SOUTHWEST, WITH A CHORD BEARING OF  SOUTH 60 DEGREES 35 MINUTES 56 SECONDS EAST, A CHORD DISTANCE OF 224.11 FEET;                                        Survey InnovationGroup,  Inc.        H:\Jobs\200312003-127 101 & INDIAN BENDIDOCSltEGALS\VARIOUS ESMTS\MAINT. ESMTS\#03127 PvtROWY4.doc  





 






                                                                                     Page 2 of2    THENCE SOUTHEASTERLY ALONG SAID NON-TANGENT CURVE, HAVING A RADIUS OF 222.61 .FEET,  THROUGH A CENTRAL ANGLE OF 60 DEGREES 26 MINUTES 47 SECONDS, A DISTANCE OF 234.85 FEET  TO A POINT OF REVERSE CURVE TO THE LEFT;   THENCE SOUTHEASTERLY ALONG SAID CURVE, HAVING A RADIUS OF 141.61        FEET, THROUGH A  CENTRAL ANGLE OF 60 DEGREES 39 MINUTES 19 SECONDS, A DISTANCE OF        149.91 FEET;   THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST. A DISTANCE OF 420.53 FEET;   THENCE NORTH 45 DEGREES 02 MINUTES 50 SECONDS EAST, A DISTANCE OF 70.77 FEET;   THENCE SOUTH 00 DEGREES 05 MINUTES 40 SECONDS WEST, A DISTANCE OF 181.00 FEET TO THE  POINT OF BEGINNING                                          Survey lnnovaLionGrOIIP,  Inc        H:\Jobs\200312003-127 101 & INDIAN BENDIOOCS\LEGALSIVARIOUS ESMTS\MAINT. ESMTS\#03127 PvIRDWY4.do,;  





 






                                                                                                           N.£.  COR.                                                                                                 SEC.6.,   T.2N., R.5£ >-                                                                                                                    +                                 L12                                                                                          I            :;            0  It        ::;  ....                     L9  ....                                                                           l's                    L15  0                                                                                                                           ;'"' c!! 0                                            TH                                                                             �   0                                          NOR                                                                            ..J • I                                X  7720                                                                                  !:::    ti)                                E soN   L.L.C- i,..:                      APoo B                                                               L3                                                                                                                     <,2       g  Q  0                                                                                                                        L1                                                                                                                               z                                                                                                         BEGINNING       !  "'��   �                                                                                                          POINT  OF      I  �,                                                                                                                         '  ..J                            ;                       i                            '  a--+---llt           t                                                      E.1/4   COR-                        --l22'   t--ROWY-,           22'\-                                       S£C.6.,  T.2N., R.5£.1                                   ;---EASEMENT---.;                                                  1/2-   REBAR,   /35833       '°'                           CROSS-SECTION (TYP)                                                                                                                              )                                                            S.1/4,   S£C.6.,            POINT   OF  COMMENCEMENT            :;                                                                   R.5£             .£. COR.,  S£   6.,  T.2N., R.� """"\.                                                                 ---          TALKING�     STICK   � WAY                                                          �         BASIS   OF  BEARING     se9·43•3rw     2637.87'    �                                                                                          PRIVATE ROADWAY EASEMENT                                                             SIIIG                                      RIVERWALK                                                       SURVEY INNOVATION                       SCOTTSDALE, ARIZONA                                                            GROUP,INC                                    N.T.S.                ,._....._.,,,_              JOOf  03127    DWG:     Pv!RDWY4-       OAT£: 5/1◄/18                                                                                      SCALE:  N'!S   DRAWN:  ELS CHECI(: JAS  SHEET:  1  OF 2 





 






                                                                                              LINE  TABLE                                                                                     LINE      DIRECTION       LENGTH                                                                                       L1      Na9•54•2o·w       55.00'                                                                                       L2      N44'57'10"W       70.65'                                                                                       L3      N9o·oo·oo·w       419.75'                                                                                       l6      No·oo·oo"E         11.81'                               CURVE    TABLE                                          L7      N9o·oo·oo·w       189.00'   CURVE       DELTA       RADIUS        LENGTH             CHORD                      LB       so·oo·oo"E        5.00'     C2      50·25•4r       222.61'      234.85'    N60"35'56"W     224.11'            L9      N901>0'00"W      333.25'     C3      41'44'50"      141.61'      103.18'     N5114'57"W     100.91'           L10       No·o1•19•w       54.39'     C4      50·25'47"      222.61'      234.85'     sso·3s•ss"E    224.11'            Lll      No·o4•54"E       26.61'     cs      50·39•19•      141.61'      149.91'     s50·42•11"E   143_01·             L12     N9o·oo·oo·E      475.57'                                                                                      L15     N9o·oo·oo·E      420.53'                                                                                       L16     N45·02•5o"E       70.77'                                                                                     L17      s0·05•4o•w        181.00'                                                                                      L18      No·o1•59"E      2637.30'                                                                                       L19      N0-05'40"E      1025.9.3'                                                                                        PRIVATE ROADWAY EASEMENT                                                          SIIIG                                       RIVERWALK                                                    SURVEY INNOVATION                       SCOTTSDALE, ARIZONA                                                         GROUP,INC                                                       ,.,_,                       JOB#  03127    DWC:     PvtRDWY4        DATE: 5/14/18                                                           __                       SCALE; NTS    DRAWN:  ELS  CHECK: JAS  SHE:IT:     2  OF2 





 






 PRIVATE ROADWAY   AT RIVERWALK                                                             May  14, 20118   SALT RIVER -  PIMA -  MARICOPA                                       Job No. 2003-127   INOl,ANCOMMUNITY         COMMENCING AT A FOUND ALUMINUM CAP IN      A HANDHOLE AT THE SOUTHEAST CORNER OF SAID   SECTION 6, FROM WHICH A FOUND BRASS CAP IN A HAND HOLE AT THE SOUTH QUARTER CORNER   OF SAID SECTION 6, BEARS  SOUTH 89 DEGREES 43   MINUTES 37 SECONDS WEST, A DISTANCE OF   2637.87 FEET;    THENCE NORTH 00 DEGREES 01 MINUTES 59 SECONDS EAST, ALONG THE EAST LINE OF THE   SOUTHEAST QUARTER    OF SAID SECTION 6, A DISTANCE OF 2,254.00 FEET:    THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST, A DISTANCE OF 700.55 FEET TO THE   POINT OF BEGINNING;    THENCE CONTINUING SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST ALONG SAID LINE, A   DISTANCE OF 86 14 FEET;   THENCE NORTH 10 DEGREES 45 MINUTES 09 SECONDS EAST, A DISTANCE OF 124.05 FEET;    THENCE NORTH 06 DEGREES 50 MINUTES 28 SECONDS WEST, A DISTANCE OF 67.07 FEET;    THENCE NORTH 08 DEGREES 56 MINUTES 33 SECONDS EAST, A DISTANCE OF 70.11       FEET TO THE   POINT OF A NON-TANGENT CURVECONCAVE        TO THE EAST, WITH A CHORD BEARING OF NORTH 13  DEGREES 04 MINUTES 24 SECONDS EAST,     A CHORD DISTANCE OF 68.74 FEET;    THENCE NORTHERLY ALONG SAID NON-TANGENT CURVE,        HAVING A RADIUS OF 103.54 FEET,   THROUGH A CENTRAL ANGLE OF 38 DEGREES 46 MINUTES 35 SECONDS, A DISTANCE OF 70.07 FEET  TO A POINT OF REVERSE CURVE TO THE LEFT;   THENCE NORTHERLY ALONG SAID CURVE,       HAVING A RADIUS OF 36.80 FEET, THROUGH A CENTRAL  ANGLE OF 69 DEGREES 30 MINUTES 21    SECONDS, A DISTANCE OF 44.64 FEET TO A POINT OF   REVERSE CURVE TO THE RIGHT;   THENCE NORTHERLY ALONG SAID CURVE, HAVJNG A RADIUS OF 50.28 FEET, THROUGH A CENTRAL  ANGLE OF 54 DEGREES 10 MINUTES 53 SECONDS, A DISTANCE OF. 47.55 FEET;   THENCE NORTH 17    DEGREES 08 MINUTES 12 SECONDS EAST, A DISTANCE OF 32.99 FEET;   THENCE NORTH 38 DEGREES 33 MINUTES 54 SECONDS EAST, A DISTANCE OF 26.38 FEET;   THENCE NORTH 04 DEGREES 08 MINUTES 40 SECONDS EAST, A DISTANCE OF 203.43 FEET TO A  POINT OF CURVE TO THE RIGHT;   THENCE NORTHEASTERLY ALONG SAID CURVE,        HAVING A RADIUS OF 30.00 FEET, THROUGH A  CENTRAL ANGLE OF 99 DEGR.EES 58 MINUTES 52 SECONDS,      A DISTANCE OF 52.35 FEET TO A POINT  OF REVERSE CURVE TO THE LEFT;   THENCE EASTERLY ALONG SAID CURVE,      HAVING A RADIUS OF 37.20 FEET, THROUGH A CENTRAL  ANGLE OF 37  DEGREES ·08 MINUTES 42 SECONDS, A DISTANCE OF 24.12 FEET TO A POINT OF  REVERSE CURVE TO THE RIGHT;                                        SurveyInnovation  Group, Inc,         H:IJobs\2003\2003-127 101 & INDIAN BEND\OOCS\LEGALSWARIOUSESMTSIJ'v1AINT. ESMTS\#03127  Wtr Maint.aoc  





 






                                                                                      Page 2 of 7    THENCE SOUTHEASTERLY ALONG SAID C        RVE, HAVING A RADIUS OF 13.311 FEET, THROUGH A  CENTRAL ANGLE OF    103 DEGREES 25 MINUTES 54 SECONDS, A DlSTANCE OF 24.03 FEET;   Tt-lENCE SOUTH 09 DEGREES 35   MINUTES  16 SECONDS EAST, A Dl,STANCEOF    21.36 FEET TO A POINT  OF CURVE TO THE RIGHT;   THENCE SOUTHERLY ALONG SAID CURVE, HAVING A RADIUS OF 95.34 FEET, THROUGH A CENTRAL  ANGLE OF 09 DEGREES 52 MINUTES 54 SECONDS, A DISTANCE OF 16.44 FEET TO A POINT OF  REVERSE CURVE TO THE LEFT;   THENCE SOUTHERLY ALONG SAID CURVE,       HAVING A RADIUS OF 77.53 FEET, THROUGH A CENTRAL  ANGLE OF 18 DEGREES 06 MINUTES 02 SECONDS, A DISTANCE OF 24.49 FEET TO A POINT OF  REVERSE   CURVE TO THE RIGHT;   THENCE SOUTHERLY ALONG SAID CURVE, HAVING A RADI.US OF 83.15 FEET, THROUGH A CENTRAL  ANGLE OF 22 DEGREES 57 MINUTES 17 SECONDS, A DISTANCE OF 33.31 FEET TO A POINT OF  REVERSE CURVE TO THE LEFT;   THENCE   SOUTHERLY ALONG SAID CURVE, HAVING A RADIUS OF      41.61 FEET, THROUGH A CENTRAL  ANGLE OF 54 DEGREES 46 MINUTES 06 SECONDS,      A DISTANCE OF 39.77 FEET TO A POINT OF  REVERSE   CURVE TO  THE RIGHT;   THENCE SOUTHERLY ALONG SAID CURVE, HAVING A RADIUS OF 2 96 FEET, THROUGH A CENTRAL  ANGLE   OF 106 DEGREES 30 MINUTES   13 SECONDS, A DISTANCE OF 5.50 FEET;   THENCE SOUTH 56 DEGREES 53 MINUTES 01 SECONDS WEST, A DISTANCE OF         17.78 FEET TO A POINT  OF CURVE TO THE RIGHT;   THENCE WESTERLY ALONG SAID CURVE, HAVING A RADIUS OF 28.76       FEET, THROUGH A CENTRAL  ANGLE  OF 28 DEGREES 24 MINUTES 23 SECONDS, A DISTANCE OF 14.26 FEET TO A POINT OF  REVERSE CURVE TO THE LEFT;   THENCE SOUTHWESTERLY ALONG SAID CURVE, HAVING A RADIUS OF          34.92 FEET, THROUGH A  CENTRAL ANGLE OF    99 DEGREES 24  MINUTES 37 SECONDS, A DISTANCE OF 60.59 FEET;   THENCE SOUTH 14 DEGREES 07 MINUTES 13 SECONDS EAST, A DISTANCE OF 30.56 FEET TO A POINT  OF CURVE TO THE RIGHT;   THENCE SOUTHERLY ALONG SAID CURVE, HAVING A RADIUS OF 35.37 FEET,       THROUGH A CENTRAL  ANGLE OF 39 DEGREES 33 MINUTES 23 SECONDS, A DfSTANCE OF 24.42 FEET TO A POINT OF  REVERSE CURVE TO THE LEFT;   THENCE SOUTHERLY Al.ONG SAID CURVE, HAVING A RADIUS OF 81.93 FEET, THROUGH A CENTRAL  ANGLE OF 40 DEGREES 23 MINUTES 22 SECONDS, A DISTANCE OF       57.75 FEET TO THE POINT OF A  NON-TANGENT CURVE CONCAVE TO THE EAST, WITH A CHORD BEARING OF SOUTH 07 DEGREES            21  MINUTES 10 SECONDS EAST,    A CHORD DISTANCE OF 29.73 FEET;   THENCE SOUTHERLY ALONG SAID NON-TANGENT CURVE, HAVING A RADIUS OF 21.48 FEET,  THROUGH A CENTRAL ANGLE OF 87 DEGREES 35 MINUTES 02 SECONDS, A DISTANCE OF 32.83 FEET                                         Survey Innovation Group, Inc         H:IJobs\2003\2003-127 101 & INDIAN BENO\DOCSILEGALS\VARIOUS ESMTS\MAINT. ESMTS\#03127 Wtf Mainl.doc  





 






                                                                                     Page 3 of7                                                                 "ill£s:J,311  TO THE POINT OF A  NON-TANGENT CURVE CONCAVE TO THE EAST, WITH A CHORD BEARING OF  SOUTH 19 DEGREES 52 MINUTES 21    SECONDS WEST, A CHORD DISTANCE OF 40.69 FEET;   THENCE SOUTHERLY ALONG SAID NON-TANGENT CURVE, HAVING A RADIUS OF 79.51 FEET,  THROUGH A CENTRAL ANGLE OF 29 DEGREES 39 MINUTES 02 SECONDS, A DISTANCE OF 41.15 FEET;   THENCE SOUTH 05 DEGREES 02 MINUTES 50 SECONDS WEST, A DISTANCE OF 38.51        FEET TO A POINT  OF CURVE TO THE RIGHT;   THENCE SOUTHWESTERLY ALONG SAID CURVE,        HAVING A RADIUS OF 118.83 FEET, THROUGH A  CENTRAL ANGLE OF 39 DEGREES 01 MINUTES 42 SECONDS, A DISTANCE OF 80.94 FEET TO A POINT  OF REVERSE CURVE TO THE LEFT;   THENCE SOUTHERLY ALONG SAID CURVE, HAVING A RADIUS OF 59.11       FEET, THROUGH A CENTRAL  ANGLE OF 53 DEGREES 29 MINUTES 28 SECONDS, A     DISTANCE OF 55.18 FEET;   THENCE SOUTH 09 DEGREES 24 MINUTES 56 SECONDS EAST, A DISTANCE OF 44.90 FEET;   THENCE SOUTH 13   DEGREES 28 MINUTES 26 SECONDS     EAST, A DISTANCE OF 41.76 FEET;   THENCE SOUTH 01   DEGREES 59 MINUTES 25 SECONDS WEST, A DISTANCE OF 28.84 FEET TO A POINT  OF CURVE TO THE LEFT;   THENCE SOUTHERLY ALONG SAID CURVE, HAVING A RADIUS OF 33.81 FEET, THROUGH A CENTRAL  ANGLE OF 44 DEGREES 36 MINUTES 06 SECONDS, A DtSTANCE OF 26.32 FEET TO A POINT OF  REVERSE CURVE TO THE RIGHT;   THENCE SOUTHERLY ALONG SAID CURVE, HAVING A RADIUS OF 16.01       FEET, THROUGH A CENTRAL  ANGLE OF 42 DEGREES 36 MINUTES 41    SECONDS,  A DISTANCE OF 11.91 FEET;   THENCE SOUTH 00   DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 5. 74 FEET TO THE  POINT OF BEGINNING.  TOGETHER WITH;   COMMENCING AT A FOUND ALUMINUM CAP IN A HANDHOLE AT THE SOUTHEAST CORNER OF SAID  SECTION 6, FROM WHICH A FOUND BRASS CAP IN A HAND HOLE AT THE SOUTH QUARTER CORNER  OF SAID SECTION 6, BEARS SOUTH 89 DEGREES 43 MINUTES 37 SECONDS WEST,       A DISTANCE OF  2637 .87 FEET;   THENCE NORTH 00 DEGREES 01     MINUTES 59 SECONDS EAST, ALONG THE EAST LINE OF THE  SOUTHEAST QUARTER OF SAID SECTION 6, A DISTANCE OF 2,637.30 FEET;   THENCE NORTH 00 DEGREES 05 MINUTES 40 SECONDS EAST, ALONG THE EAST LINE OF THE  NORTHEAST QUARTER OF SAID SECTION 6, A DISTANCE OF      1,125.59 FEET;   THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST, A DISTANCE OF 629 56 FEET TO THE  POINT OF BEGINNING ALSO   TO BE KNOWN AS "POINT A";                                          Survey Innovation Group, Inc         Hc\Jot,s\2003\2003-127 101 & INDIAN BENDIDOCS\LEGALS\VARIOUS ESMTSIMNNT. ESMTSl/103127Wtr  Maint.doc  





 






                                                                                     Page 4 of?    THE  CE SOUTH 35  DEGREES 46 MINUTES 39 SECONDS WEST, A DISTANCE OF 5.52 FEET TO A POINT  OF CURVE TO THE   LEFT;   THENCE SOUTHERLY ALONG SAID CURVE, HAVING A RADIUS OF 32 03 FEET, THROUGH A CENTRAL  ANGLE OF 45 DEGREES 26 MINUTES 10 SECONDS. A DISTANCE OF 25.40 FEET;   THENCE SOUTH 09   DEGREES 39   MINUTES 22 SECONDS EAST, A DISTANCE OF 15.98 FEET TO A POINT  OF CURVE TO THE RIGHT;   THENCE SOUTHERLY ALONG SAID CURVE, HAVING A RADIUS OF 11.43 FEET, THROUGH A CENTRAL  ANGLE OF 28 DEGREES   35 MINUTES 21 SECONDS,   A DISTANCE OF 5.70 FEET TO A POINT OF REVERSE  CURVE TO THE LEFT;   THENCE SOUTHERLY ALONG SAID CURVE, HAVING A RADIUS OF 31.93 FEET, THROI.JGHA        CENTRAL  ANGLE OF 53 DEGREES 05 MINUTES 30 SECONDS,     A DISTANCE OF 29.59 FEET TO A POINT OF  COMPOUND CURVE TO THE LEFT;   THENCE SOUTHEASTERLY ALONG SAID CURVE,       HAVING A RADIUS OF 93.11  FEET, THROUGH A  CENTRAL ANGLE OF   14 DEGREES 27 MINUTES 55 SECONDS, A DISTANCE OF 23 51     FEET TO A POINT  OF REVERSE CURVE TO THE RIGHT;   THENCE SOUTHEASTERLY ALONG SAID CURVE,       HAVING A RADIUS OF 18. 72 FEET, THROUGH A  CENTRAL ANGLE OF 40   DEGREES 46 MINUTES 53 SECONDS,     A DISTANCE OF 13.32 FEET TO A POINT  OF COMPOUND CURVE TO THE RIGHT;   THENCE SOUTHERLY ALONG SAID CURVE, HAVING A RADIUS OF 57.38 FEET, THROUGH A CENTRAL  ANGLE OF 22 DEGREES   36 MINUTES 43 SECONDS,   A DISTANCE  OF 22.65 FEET TO A POINT OF  COMPOUND CURVE TO THE RIGHT;   THENCE SOUTHWESTERLY ALONG SAID CURVE,        HAVING A RADIUS OF 89.69 FEET, THROUGH A  CENTRAL ANGLE OF 30 DEGREES 58 MINUTES 19 SECONDS,       A DISTANCE OF 48.48 FEET TO A POINT  OF REVERSE CURVE TO THE LEFT;   THENCE  SOUTHERLY ALONG SAID CURVE, HAVING A RADIUS OF 32 96 FEET, THROUGH A CENTRAL  ANGLE OF 48 DEGREES 21   MINUTES 47 SECONDS, A DISTANCE OF 27.82 FEET TO A POINT OF  REVERSE CURVE TO THE RIGHT;   THENCE SOUTHERLY ALONG SAID CURVE,      HAVING  A RADIUS OF 24.91 FEET, THROUGH A CENTRAL  ANGLE OF 28  DEGREES  16 MINUTES  18 SECONDS, A DISTANCE OF   12.29 FEET TO A POINT OF  REVERSE CURVE TO THE LEFT;   THENCE  SOUTHERLY   ALONG SAID CURVE,   HAVING A RADIUS OF 40.99 FEET,  THROUGH A CENTRAL  ANGLE OF 31 DEGREES   17 MINUTES 06 SECONDS, A DISTANCE OF 22.38 FEET TO A POINT OF  REVERSE CURVE TO THE RIGHT;   THENCE SOUTHWESTERLY ALONG SAID CURVE,        HAVING A RADIUS OF 8.30 FEET, THROUGH A  CENTRAL ANGLE OF 89 DEGREES 44 MINUTES 39 SECONDS, A DISTANCE OF 13.00 FEET TO       A POINT  OF REVERSE CURVE TO THE LEFT;                                          Suf\'ey Innovation Group, Inc         H:\Jobs\2003\2003-127 101 & INDIAN BEND\OOCSILEGALS\VAR!OUS ESMTSIMAINT. ESMTS\#03I27Wtr  Maint.doc  





 






                                                                                      Page 5 of 7    THENCE SOUTHWESTERLY ALONG SAID CURVE, HAVING A RADIUS OF 21.88 FEET, THROUGH A   CENTRAL ANGLE OF 73 DEGREES 11    MINUTES 54 SECONDS, A DISTANCE OF 27.95 FEET TO A POINT  OF COMPOUND CURVE TO THE LEFT:   THENCE SOUTHERLY ALONG SAID CURVE, HAVING       A RADIUS OF 50.60 FEET, THROUGH A CENTRAL  ANGLE OF 40 DEGREES 09 MINUTES 38 SECONDS, A DISTANCE OF 35.47 FEET TO A POINT OF  REVERSE CURVE TO THE RIGHT:   THENCE SOUTHERLY ALONG SAID CURVE, HAVING A RADIUS OF 31.52 FEET, THROUGH A CENTRAL  ANGLE OF   71 DEGREES 44 MINUTES 43 SECONDS,    A DfSTANCE OF 39.47 FEET TO A POINT OF  REVERSE CURVE TO THE     LEFT:   THENCE SOUTHERLY ALONG SAID CURVE,       HAVING A RADIUS OF 32.23 FEET, THROUGH A CENTRAL  ANGLE OF 50 DEGREES 30 MINUTES 47 SECONDS,      A DtSTANCE OF 28.41 FEET TO A POINT OF  COMPOUND CURVE TO THE LEFT:   THENCE SOUTHERLY ALONG SAID CURVE, HAVING A RADIUS OF 90.32 FEET, THROUGH A CENTRAL  ANGLE  OF 23 DEGREES   28 MINUTES 44 SECONDS,   A DISTANCE OF 37.01 FEET TO A POINT OF  REVERSE CURVE TO THE     RIGHT;   THENCE SOUTHERLY ALONG SAID CURVE, HAVING A RADIUS OF 55 90 FEET, THROUGH A CENTRAL  ANGLE OF 68 DEGREES 08 MINUTES 14 SECONDS,      A DtSTANCE OF 56.72 FEET TO A POINT OF  REVERSE CURVE TO THE LEFT;   THENCE SOUTHERLY ALONG SAID CURVE, HAVING A RADIUS OF 26.62 FEET, THROUGH A CENTRAL  ANGLE OF 67 DEGREES    11 MINUTES 20 SECONDS, A DIST ANGE OF 31.22 FEET TO A POINT OF  REVERSE CURVE TO THE RIGHT:   THENCE SOUTHERLY ALONG SAID CURVE, HAVING A RADIUS OF 41.79 FEET, THROUGH A CENTRAL   ANGLE OF 37 DEGREES 14 MINUTES 35 SECONDS, A DtSTANCE OF 27.16     FEET TO A POINT OF  COMPOUND    CURVE  TO THE RIGHT;   THENCE SOUTHERLY ALONG SAID CURVE, HAVING A RAIDIUSOF         25.91 FEET, THROUGH A CENTRAL  ANGLE OF 41  DEGREES 02 MINUTES 55 SECONDS,     A DISTANCE OF 18.56 FEET TO A POINT OF  REVERSE CURVE TO THE LEFT;   THENCE SOUTHERLY ALONG SAID CURVE, HAVING A RADIUS OF 44.31 FEET, THROUGH A CENTRAL  ANGLE OF  31 DEGREES 00 MINUTES 24 SECONDS, A DfSTANCE OF 23.98 FEET TO THE POINT OF A  NON-TANGENT CURVE CONCAVE TO THE NORTHEAST, WITH A CHORD BEARING OF NORTH 46  DEGREES 12   MINUTES 29 SECONDS WEST, A CHORD DISTANCE OF 65.36 FEET;   THENCE NORTHWESTERtY       ALONG SAID NON-TANGENT CURVE, HAVING A RADIUS OF 39.18 FEET,  THROUGH A CENTRAL ANGLE OF 113 DEGREES 02 MINUTES 35 SECONDS,         A DISTANCE OF 77.30 FEET  TO A POINT  OF REVERSE  CURVE TO THE LEFT;   THENCE NORTHERLY ALONG SAID CURVE,       HAVING  A RADIUS OF 100.00 FEET, THROUGH A CENTRAL  ANGLE OF 10 DEGREES 07    MINUTES 40 SECONDS,   A DISTANCE OF 17.68 FEET;                                          Surveylnn011alion Group,  Inc         H:\Jobs\200312003-127 101 & INDJAN BEND\DOCSILEGALSIVARIOUS ESMTS\MAINT. ESMTSV/0l127 WlrMaint.doe   





 






                                                                                      Page 6 of 7     THENCE NORTH 00   DEGREES 11  MINUTES 09  SECONDS EAST, A DISTANCE OF 72.18-  FEET TO THE   POINT OF A NON-TANGENT CURVE CONCAVE TO THE       EAST, WITH A CHORD BEARING OF NORTH 03   DEGREES   17 MINUTES 11 SECONDS WEST, A CHORD    DISTANCE OF 69.26  FEET;    THENCE NORTHERLY ALONG SAID NON-TANGENT CURVE,        HAVING A RADIUS OF 115.98 FEET,   THROUGH A CENTRAL    ANGLE OF 34 DEGREES 44   MINUTES 44 SECONDS, A DISTANCE OF    70 33 FEET;    THENCE NORTH 14   DEGREES 05 MINUTES 11   SECONDS EAST, A DISTANCE OF 5.00 FEET;    THENCE SOUTH 89 DEGREES 59 MINUTES 36     SECONDS EAST, A DISTANCE OF 25.05 FEET;    THENCE NORTH   18 DEGREES 27 MINUTES 03 SECONDS EAST, A DISTANCE OF      18.59 FEET TO A POINT   OF CURVE TO  THE LEFT:    THENCE NORTHERLY ALONG SAID CURVE,      HAVING A RADIUS OF 25.52 FEET, THROUGH A CENTRAL   ANGLE OF  45 DEGREES  32 MINUTES 53 SECONDS, A DtSTANCE OF 20.29 FEET TO A POINT OF   REVERSE CURVE TO THE    RIGHT;    THENCE NORTHERLY ALONG SAID CURVE,      HAVING A RADIUS OF 69.47 FEET, THROUGH A CENTRAL   ANGLE OF 20 DEGREES 26 MINUTES 34   SECONDS, A DISTANCE OF 24.79 FEET TO A POINT OF   COMPOUND CURVE TO THE RIGHT;    THENCE NORTHERLY ALONG SAID CURVE, HAVING A RADIUS OF 37.66 FEET, THROUGH A CENTRAL   ANGLE  OF 46 DEGREES  56 MINUTES 24 SECONDS, A DISTANCE    OF 30.85 FEET;    THENCE NORTH 89 DEGREES 59 MINUTES 13     SECONDS WEST, A DISTANCE OF 21    97 FEET;    THENCE NORTH 00   DEGREES 02  MINUTES  16 SECONDS EAST, A DISTANCE    OF 150.00 FEET;    THENCE NORTH 34 DEGREES 40 MINUTES 26     SECONDS WEST, A DISTANCE OF 74.57 FEET;    THENCE SOUTH 90   DEGREES 00 MINUTES 00 SECONDS WEST,     A DISTANCE OF 8.07 FEET;   THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 17.81        FEET TO THE   POINT OF A NON-TANGENT CURVE CONCAVE TO THE WEST, WITH A CHORD BEARING OF NORTH 10  DEGREES 29   MINUTES 15  SECONDS EAST, A CHORD DISTANCE OF 27.67 FEET;    THENCE NORTHERLY    ALONG SAID NON-TANGENT CURVE,     HAVING A RADIUS OF 19.97 FEET,  THROUGH A CENTRAL ANGLE      OF 87 DEGREES 43 MINUTES 05 SECONDS, A DISTANCE OF     30.57 FEET;    THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 5.53 FEET TO A POINT  OF CURVE TO   THE LEFT;   THENCE EASTERLY ALONG SAID CURVE, HAVING A RADIUS OF 93.00 FEET, THROUGH A CENTRAL  ANGLE  OF 33 DEGREES 19   MINUTES 53 SECONDS, A DISTANCE OF 54.1 D FEET;   THENCE SOUTH 84    DEGREES 25 MINUTES 14 SECONDS     EAST, A DISTANCE OF 10.05 FEET;                                          Survey Innovation Group, Inc          H:\Jobs\200312003-127 101 & INOIAN BENO\DOCS\LEGALS\VARIOUS ESMTSIMAINT. ESMTS\1103127W(r  Maint.doc  





 






                                                                                      Page 7 of 7    THENCE SOUTHEASTERLY ALONG       SAID NON-TANGENT CURVE,    HAVING A RADtUS OF 200.61 FEET,  THROUGH A CENTRAL ANGLE OF 19 DEGREES 17 MINUTES 01       SECONDS, A DISTANCE OF 67.52 FEET  TO THE POINT OF BEGINNING.   TOGETHER WITH:   COMMENCING AT THE AFOREMENTIONED 'POINT A";   THENCE NORTH 35   DEGREES 46 MINUTES 39 SECONDS EAST,      A DISTANCE OF 37.20 FEET TO THE  POINT OF BEGINNING,   ALSO BEING THE  BEGINNING OF A NON-TANGENT CURVE CONCAVE TO THE  NORTHEAST, OF WHICH THE RADIUS     POINT  BEARS NORTH 29  DEGREES   11 MINUTES 05 SECONDS  EAST;   THENCE NORTHWESTERLY ALONG SAID CURVE, HAVING A RADIUS OF 163.61 FEET, THROUGH A  CENTRAL ANGLE OF 22 DEGREES 23 MINUTES 34 SECONDS, A DISTANCE OF 63.94 FEET;   THENCE NORTH 41   DEGREES 24 MINUTES 52 SECONDS      EAST, A DISTANCE OF 2.00 FEET TO THE  POINT OF A NON-TANGENT CURVE CONCAVE TO       THE EAST, WITH A CHORD BEARING OF NORTH 09  DEGREES 04 MINUTES 12   SECONDS EAST, A CHORD DISTANCE OF 28.15 FEET;   THENCE NORTHERLY ALONG SAID NON-TANGENT CURVE, HAVING A RADIUS OF          24.19 FEET,  THROUGH A CENTRAL ANGLE OF 71     DEGREES 09 MINUTES    14 SECONDS,  A DISTANCE OF 30 04 FEET  TO A POINT OF COMPOUND CURVE TO THE RIGHT;   THENCE NORTHEASTERLY ALONG SAID CURVE, HAVING A RADIUS OF 63.78 FEET, THROUGH A  CENTRAL ANGLE OF 45 DEGREES 14 MINUTES 46 SECONDS, A DISTANCE OF 50.37 FEET TO A POINT  OF COMPOUND    CURVE TO THE RIGHT;   THENCE SOUTHEASTERLY ALONG SAID CURVE,       HAVING A RADIUS OF 55.77 FEET, THROUGH A  CENTRAL ANGLE OF 75 DEGREES 57 MINUTES 34 SECONDS, A DISTANCE OF 73.94 FEET TO       A POINT  OF COMPOUND CURVE TO THE RIGHT;   THENCE SOUTHWESTERLY ALONG SAID CURVE,        HAVING A RADIUS OF 38.04 FEET, THROUGH A  CENTRAL ANGLE OF 130 DEGREES 47 MINUTES 27      SECONDS,  A DISTANCE OF 86.84 FEET;   THENCE SOUTH 36   DEGREES 46 MINUTES 39 SECONDS WEST, A DISTANCE OF 4.91      FEET TO THE  POINT OF BEGINNING.                                          Survey Innovation Group, 11"\c         H:\Jobs\2003\2003-127 101 & INOIAN BEND\OOCS\LEGALS\VARIOUS ESMTS\MAINT. ESMTS\#03127 Wtr Malnt.doc  





 






                                                 -                                              ---                                       csrq;                                          1  �                        LC                                                                          .                                              ...l                 , L- .                                           'r--       80     oBSON                                          I(.)5   75    N  o                                                                      £.1/4 COR.                                          I                  SEC.6., T.2N., R.5£.                                               <;.                REBAR,  #35833                                3               o    C11                                              \,'],,\)·-·                                                 C12                                           c--1                                          :..i                                   1                                          "'"                                           [j       24' BUFFER   FROM                       C16         WEST  SIDE  OF       WA T£R  PEA TUR£                                                                     .L. C-                                       co                    SON,  L                                       N                D0  13                                       .J       7500   N                                               SIDEWALK  ALONG                                                EAST  SIDE OF                                                WATER  FEA TUR£                                                                                             I.J                                                                                         1--,'ttfj                                                                                           cs��  �                                                                                          t1h:   N.T.5.                                                                                          �(ci                                                                                          �0                                                                                          �\.ti(.)Ci)                                      --             N90'00'00"W   700.55'            --  t.... �                        ,___L_1____        ---    --   ·--  --   -----       ----                                                                                     in  <::>�1--. (.J                                          P.O.B.                                                                                      U"l �l,j                                                      TALKING STICKWAY                    ct. (/)                                                         BASIS  OF BEARING            Ng                                                                                      N                                                       S89'4J'J7"W   2637.87'                                                                       -----J'--¥                                        �'----S.-.1-/-4,-S£-C-.6-.,-                                            r.2N., R.SE.      WATER SYSTEM                                SI I IG                           RIVERWALK                          SURVEY INNOVATION               SCOTTSDALE, ARIZONA                               GROUP, INC         JOB #13-127 DWG: WTR SYSTEM       DATE 5/1-4/18                             Land SurveyingServices                                                   SCALE: NTS  DRAv.t;: ELS CHK: JAS SHEET  1 OF 6  





 






                                                                    N.£. COR.,                                                            S£C.6., T.2N., R.5[.                                                                       PK. NAIL                    SON,             DOB                                                      /     7120  N                                                        £.1 4 COR.                                                            SEC. 6., T.2N., R.5[.                                                                REBAR,  #35833                                                                                      I�                                                                                       �                                                                                     o  Cl                                                                                   t')                                                                                    ,-..:                                                                                    t')                                                                                    c.o     24' BUFFER   FROM                                                              N         WE.ST  SIDE OF                                                             •w        WATER  FEATURE  (WHERE  APPLICABLE)                                                               fl                                                                                    D                                                                                    0                                                                                   z                                     '                                                    TALKING STICK WAY                                     S.1/4, SEC. 6·•                                                      BASIS  OF BEARING                                      2N,,  R.S£.                                        N. T.S.                               L r.                  S89'43'J7"W   2637.87'                                                          POINT   OF COMMENCEMENT                                                        S.£. COR., SEC.6., T.2N., R.5[.                                                              WATER SYSTEM                               SIIIG                             RIVERWALK                         SURVEY INNOVATION               SCOTTSDALE, ARIZONA                              GROUP, INC          JOB  fl.3-127 DWG: WTR  SYSTEM   DATE 5/14/18                            Land Surveying Sorvlcts                                                  SCALE:  NTS  DRAWN: ELS CHK: JAS SHEET 2 OF 6  





 






i                        LINE TABLE                         LINE  TABLE  '·I                  LINE    DIRECTION      LENGTH    I LINE     DIRECTION     LENGTH                    L1    N90'00'00"W     86.14'   '  L39     S9'39'22"E      15.98'                  L2      N10'45'09"E    124.05'     L52      N0'11'09"E     72.18'                  L3      N6'50'28"W     67.0 7'     L64     N14'05'11"E     5.00'                  L4      N8'56'33"E      70.11'     L65     S89"59'36"E     25.05'                                                   ,___                  LB      N17'08'12"E    32.99'      L66     N18'27'03"E     18.59'                  L9     N38'33'54"E     26.38'      L70     N89'59'1 J"W    21.97'                  L10     N4'08'40"E     203.43'      L71    N0'02'16"E     150.00'                  L14     S9'35'16"E      21.36'     L72    N34'40'26"W      74.57'                I L20    S56'53'01 "W     17.78'     L73    N9o·oo·oo"w       8.07'                  L23     S14 '07'13''E   30.56'     L74     NO'OO'OO"E      17.81'                  L28     S5'02'50"W     38.51'       L76    N9o·oo·oo··E     5.53'                  L31     S9'24'56''E     44.90'     L78     S84'25'14"E     10.05'                  L32     S13'28'26"E     41.76'      L79    N41'24'52"E     13.31'                  L33     S1'59'25"W     28.84'       L81    N35'46'39 "E    37.20'                  L36     so·oo·oo"E      5.74'      L82     N41'24'52"E     2.00'                   L37    S35'46' 39"W     5.52'       LBJ    S35'46'39"W  f   4.91'                                                                    WATER SYSTEM                                  S,IIIG                            RIVERWALK                             SURVEY INNOVATION              SCOTTSDALE, ARIZONA                                 GROUP, INC          JOB *13-127 OWO: WTR SYSTEM       DATE 5/14/18                                und surveyingservtc•,                                                      SCALE: NT$  DRAWN: ELS CHI<: JAS  SHEET J OF 6  





 






                                          CURVE  TABLE                  CURVE      DELTA      RADIUS      LENGTH           CHORD                     Cl    38'46'35"    103.54'      70.07'   I N13'04'23"E 68.74'                   Ci     69'30'21"     36.BO'      44.64'     N2'17'3o''W 41.95'                 I  C3     54'10'53"     50.28'      47.54'     N9'57'14"W  45. 79'                    C4     99'58'52"     30.00'      52 . .35' N54"08'06"E  45.96'                    C5      37'08'42"    37.20'      24.12'     N85'33'H"E  23.70'  I                    C6     103'25'54"    13.31'      24.03'     S61'18'13"E 20.90'                    Cl      9·52'54"     95.34'      16.44'     S4'38'49"E  16.42'                    C8    1 18'06'02"    77.53'      24.49'     S8"45'23"E  24.39'                     C9     22'57'17"     83.15'      33.31'     S6'19' 45"E 33.09'                                 1                   C10    54'46 06"     41.61'      39.78'     S22'14'09"£ 38.28'                     C11    106'30'13"     2.96'       5.51'     S3'37'54"W  4.75'                    C12     28'24'23"    28.76'      14.26'     S71'05'12"W  14.11'                    C13    99'24'37"     34.92'      60.59'    S35'J5'05"W   53.27'                    C14    39'33'23"     35.37'      24.42'     S5'39'28"W  23.94'                    C15     40'23'22"    81.93'      57.76'     S5'14'29"W  56.57'                                    '                   Cl6    8TJ5'02  '    21.48'      32.83'     ST21'10"E   29.72'                    C17     29'39'02"    79.51'      41.15'     s19·52'21"w 40.69'                    C18     39'01'42"    118.83'     80.95'    S24'33'4f'W  79.39'                    C19     53'29'28"    59.11'      55.18'     S17'19' 48"W 53.20'    �Ol..�No_�            _  -            '<:        .           t,:.    � '/'<,�v  .   !s>�          41894 ��        °'!I   ERIC L.  � 0    a:   SOSTR��     ::oI                                       WATER SYSTEM        "�'�   ,;•*              SIIIG                             RIVERWALK       :1'�  .s., •• � .· '!'::" SURVEY INNOVATION         SCOTTSDALE, ARIZONA         7<'0NA\)-�· �o      �-1-:        0            GROUP, INC        ""'�f:S313\17-         Land Sun,•ylng Services !JOB  f13-127 1,0WC: WTR SYSTEM IDAlE 5/14/18                                                   !SCALE: NTS IDRA\'!N: ELS ICHK: JAS !SHEET  4 OF 6 





 






                                            CURVE   TABLE                     CURVE      DELTA      RADIUS      LENGTH           CHORD                       C20    44'36'06"     33.81'      26.32'    S20'18'38"E  25.66'                        C21    42'36'41"     16.01'      11.91'     S21'18'20"E 11.64'                      C22    i 45·25·10"    32.03'      25.40'    s13·03•34•·w 24.74'                      C23     28'35'21"     11.43'      5.70'      S4'38'19"W  5.64'                      C24     53'05'30"     31.93'      29.59'     S7'36'46"E 28.54'                      C25     14'27'55"     93.11'      23.51'    S41'23'29"E  23.44'                      C26     40'46'53"     18.72'      13.32'    s2a•14•oo"E  13 04•                      C27     22'36'43"     57.38'      22.64'     S3"27'48"W 22.50'                             I'                      C28     30'58'1 g"    89.69'      48.49'    s30·1s·2o"w  47.90'                      C29     48'21'47"     32.96'      27,82'    S21'33'35"W  27,00'                       C30     28'16'18"    24.91'                 S11'30'51"W 12.17'                                                        12.29'                                      '                       C.31    31 '17'06"   40.99'      22.38'    S10'00'27"W  22.10'                       C32    89'44'39"     8.30'       13.00'     S39"14'13"W 11. 71'                      C33     73'11'54"     21.88'      27.96'    S47'30'36"W  26.09'                      C34     40'09'38"     50.60'      35.47'     S9'10'1 O"E 34. 75'                       C35    71"44'43"     31.52'     39.47'      S6'37'22"W  36.94'                      C36     50'30'47"     32.23'      28.42'    S17'14'20"W  27.50'                      C37     23'28'44"     90.32'      37.01'    Sl 9'45'26"E 36. 75'                      C38     58"08'14"     55.90'      56.72'     s2·25' 41''E 54.32'   I     �9         LAN�                 e    l--..                  ��     �Yfo''  41894 . $.     I a:            �o 11      ,Ll./jSOSTROM  ERIC L.  j  :nI                               WATER SYSTEM           0         ,,'                                             RIVERWALK         '.'/�  .Si�ood�•-·   . .�· SIIIG           .,.;,<' 6m."""    SURVEY INNOVATION               SCOTTSDALE, ARIZONA                  u:o· ()        �-!'.        oi           GROUP, INC              #13-121      WTR SYSTEM          ,,,�es31-J ,1 i        land Surveying Slrvl<•t IJ08    lowG:                 jOAlE 5/14/18                                                     !SCALE: NTS !DRAWN: ELS lcHK: JAS !SHEET  5 OF 6 





 






                         CURVE  TABLE  CURVE     DELTA       RADIUS     LENGTH            CHORD   C39     67"11 '20"   26.62'      31.22'     S6°57'15"E 29.46'   C40     37'14'35"    41.79'      27.116'   S21'55'38"E  26.69'   C41     41·02'55"    25,91'      18.57'     S17'113'07"W 18,17'   C42     31·00'24"'   44,31'      23.98'    S22'14'23" W 23.69'   C43    11so2'35"     39.18'      77.31'    N46"112'28"W  65.37'   C44     10'07'40"    100.00·     17.68'     N5'14'59"E  17.65'   C45     34•44'44•'   115.98'     70.33'     N3'17'11"W 69.26'   C46     45'32'53''   25.52'      20.29'     N4'19'24"W  19.76'    C47     20·25•34"    69.47'      24.79'    N16'52'33"W  24.65'    C48     46'56'24"    37.66'      30.85'     Nl 6'48'56"t 30, 00'   C49    87'43'05"     19.97'      30,58'     N10'29'15"E 27.68'                  3"  C50     .33'19'5     93.00'      54.10'     N73'20'03"E 53.34'   C51     19"17'01"    200.61'     67.52'     S49'57'13"E 67.20'                   "  C52     22'23'34     163.61'     63.94'    N49'37'08"W  63.54'   C54     71'09'14"     24.19'     30.04'     N9'04'13"E  28.14'   C55     45'14'46"    63.78'      50.37'     N67'16'12"E 49.07'   C56     75•57'34"    55.77'      73.94'    S52'07'38"E  68.64'   C57    130'47'27"    38.04'      86.82'     S51'14'53"W 69.16'                                                 WATER SYSTEM                SJIIG                             RIVERWALK          SURVEY INNOVATION               SCOTTSDALE, ARIZONA               GROUP, INC                                            DATE 5/14/18              l•nd SutYoylng Sorv/ces JOO #13-127 DWG: WTR SYSTEM                                  I            -                                  SCALE: NTS DRAWN:  ELS  CHK: JAS  SHEET 6 OF 6  





 






                      Riverwalk Landscape Maintenance General Items                     EXHIBIT  "K"        June 4, 2011 8       1. Approved nurseries for trees (Replacement)           a. AZT           b.  Mountain States           c.  Western Trees           d.  Baseline Trees      2. Approved list for shrubs & groundcovers (Replacement)           a.  Mountain States           b.  V&P           c. Arizona Wholesale           d.  Arizona Growers      Note: Landscape Maintenance Contractor shall use nurseries listed above for replacement       trees, shrubs and groundcovers.      Basic Schedule of Landscape Maintenance Events Annually:             1. There is to be minimal to no trimming in cold months (November, December, and January).               Most trimming to be done in the spring (March/ April) with selective trimming before the               monsoons (in June).            2. Increase  watering in March, April and May depending on heat.  Decrease watering in               October, November depending on heat.           3. Spraying for weeds generally happens in the spring (March / April) and fall (September/               October) after the monsoons. May need to touch up weed control during warmer months.               Minimal weed spraying will be required in colder months.           4. Turf and plants should be watered in the early hours of the morning.           5. Trees should be fertilized mostly in the spring and June/July.           6. Suitable plant material may be trimmed earlier in the spring based on favorable weather              conditions.                       LANDSCAPE    MAINTENANCE SPECIFICATIONS   1.   Scope of Work:        The Landscape  Maintenance Contractor (LMC)  shall provide al his own risk and cost, alll       labor,  materials, tools, equipment,  transportation, hauling, dumping,   fertilizers,       insecticides, chemicals, supervision, permits, insurance and laxes and other items needed       to perform landscape maintenance work according to the following specifications.   2.   General Requirements:       2.1    All utilities shall be provided by Owner. Any specialized connections shall be              provided by LMC.        2.2    LMC shall performmaintenance  in accordance with the highest horticultural              standards.        2.3   Alf landscaping debris will be removed from the premises by LMC, unless              otherwise specified in this Agreement.  





 






                      Riverwalk Landscape  Maintenance General Items                                          June 4, 2018         2.4    LMC shall not store any noxious, combustible or dangerous material on the               Property.         2.5    All personnel shall appear on site uniformed, in a neat and' clean manner at all               times.    3.   Contractor's Responsibility:        3.1    The LMC shall possess all insurance, licenses, and permits required to perform the               work of this  contract, including a C-27 Landscaping and Pest  Control Operator               License.         3.2    The  use  of chemicals shall conform   to the current County  Department  of               Agriculture regulations. Chemical use shall be based on the recommendations of a               licensed pest control operator.         3.3    LMC  shall insure that its agents and employees conform to all Federal (OSHA),               State and  Municipal Safety  and  Health Regulations  and  shall assume  full               responsibility for any violations and/or non-compliance with such regulations.    4.   Emergency Numbers:        The LMC shall provide emergency telephone numbers which can be called for emergency       conditions at any lime that LMC's representatives are not immediately available at the job       site. The emergency number shall be used to contact a responsible representative of the       LMC  who  can take the necessary action required lo alleviate an emergency condition       which threatens to cause  substantial damage to any  property (i.e. mainline break or       blowout).  5.    Method of Payment:        The LMC  shall present monthly invoices based on one twelfth of I.he total amount of the        yearly contract. Payments will be made monthly and shall equal one twelfth of the total       amount for a twelve (12) month period due within thirty (30) days from the date of invoice       submittal..  The above is contract language and not Intended to be in 'landscaping specs"   6.    Extra Work:        LMC shall furnish Owner with an estimate for any extra work that may be requested during        this contract. Before commencing any  extra  work,  any and all extra work shall be prior      approved by Owner.                                               2  





 






                     Riverwalk Landscape Maintenance General Items                                         June 4, 2018    7.   Lawns:       7.1   Lawns  shall be mowed weekly, weather permitting. Culling height shall be 21⁄2 lo 3             inches high.  All clippings shall be caught In a grass catcher and removed from the             Premises.   Edges shall be trimmed. by  use of power edger adjacent to walks,             curbs,  paving,  headers, shrub areas, etc. at least every two (2) weeks. A power             edger will not be used to trim around any tree trunks if such are  present at the             property. A cleared circle shall be maintained at the base of trees. In addition,             grass shall not be allowed to invade plant areas and other areas not intended to be             lawn. Care  shall be taken not to damage  planting, header boards, walks and             building wilh equipment. Curb, gutters, walks and driveways shall be left in a clean             condition.       7.2    The  irrigation system will be programmed to deliver adequate soil moisture, as             determined  by weekly personal Inspection and shall be regularly checked and             adjusted whenever required. LMC shall be responsible for setting the starl lime of             lhe controllers, and in changing the timing of individual valves. LMC shall be             responsible for hand operation of the controller whenever necessary and shall             supplement  the automatic watering with hand watering by hose when necessary.             Water  shall be carefully applied and in quantities  required. Particular attention             shall be given to allow adequate irrigation during the first six [6) months following             jnstallation of new plant material, as more frequent watering will be necessary             during this period when plants are taking hold.       7.3    Fertilizer  shall be applied four (4) times a year to maintain a healthy, green             turfgrass stand. Fertilizer shall be watered in after each application at the next             regularly scheduled watering period. LMC shall notify Owner's agent at least five             (5) days prior to any fertilization.(See Month To Month Schedule)      7.4    Broadleaf weeds in the turf shall be controlled with a selective herbicide at Owner's             cost, with prior agreement to pay, unless originally installed and maintained by             LMC;  whereby, it has been guaranteed pure and will be maintained pure at LMC's             cost.       7.5    Winter Grass:             Rye  Grass (Lolium Perenne)  is the common  winter grass in Arizona generally             overseeding occurs in October.             Bermuda   Grass  (Cynadon  Dactylon) is shaved  down   lo a minimum   heigh!             approximately+ or- 1⁄2"and dragged or raked.             Aeration of the soil should occur at this time, use commercial aerator.             Rye grass is most commonly dislribuled by seed at seed supplier's rate but can be             Hydroseeded.             Mulch or organic ferti!ization should be spread approximately+ or - 1" thick to hold             seed in place.             Water lhe Rye  area enough to keep  lhe soil moist for approximately 2 weeks or             until Rye seed sprouts into a full stand of grass.             If full stand of grass doesn't occur or if there is bare spots repeat process,             Fertilize as required.                                               3  





 






                       Riverwalk Landscap� Maintenance General Items                                         June 4, 2018          7.6   Summer Grass               All grass areas at Riverwalk will be Hybrid sod.               Sod  can be set any  time of year, but if set in winter use Hybrid sod which is               overseeded with Rye. Do not put just Rye grass down first because then Bermuda               won't take.               In the event that grass areas are not  using sod then common Bermuda   grass               should be used.               Common Bermuda grass can be broadcast by seed or Hydroseeded.               Common Bermuda grass is usually planted between April 15 and Sept. 15.               Mulch or organic fertilization should be spread approximately+ or- 1" thick to hold               seed in place               Water the Bermuda  area enough to keep the soil moist for approximately 2 weeks               or until Rye seed sprouts into a full  stand  of grass.               If full stand of grass doesn't occur or if there is bare spots repeat process.               Fertilize as required. {See Month To Month Schedule)   8.    Ground Cover I Shrubs:        8.1    All plants shall receive sufficient water to insure healthy growth and shall be               regularly checked and adjusted whenever required. LMC shall be responsible for               setting the start time of the controllers, and in changing the timing of individual               valves. LMC  shall be responsible for hand operation of the controller whenever               necessary and  shall supplement the automatic watering with hand watering by               hose when necessary.  Water shall be carefully applied and in quantities required.               Particular attention shall be given to allow adequate irrigation during lhe first six /6)               months  following installation of new plant  material, as more frequent watering will               be necessary during this period when plants are taking hold.         8.2    Maintenance  shall include removal of debris, including branches, cans, botues,               papers, etc.         8.3    Groundcover  and shrubs  to be trimmed to look natural and not sheared flat or               round.         8.4    LMC  shall apply proper fertilization/pre-emergent to ground cover and shrubs               areas in accordance with general horticultural guidelines.         8.5    All ground cover and shrubs will be kept weeded on a regular basis. Post-emergent               and pre-emergent herbicides will be used in conjunction with manual labor to attain               this control.         8.6    Ground  covers  shall be fertilized no less than four (4) times a year with a               commercial fertilizer at the rate of one (1) pound actual nitrogen per 1,000 square               feet.         8. 7   Shrubs that are not located in ground cover or lawn areas shall be fertilized with               commercial fertilizers Twice annually per soil analysis & as required to maintain               plant vigor per industry standards All fertilizers are to be applied  evenly, and                                                 4  





 






                      Riverwalk Landscape Maintenance General Hems                                          June 4, 2018                thorough watering to follow during the next irrigation cycle. Plants located in lawns              and ground  cover areas will not require additional fertilizing.         8.8   Vines shall be maintained in their intended form. Pruning shall be performed as a              continuous operation so plants will not be allowed to develop stray, undesirable              growth. Vines will be trained and attached to buildings, fences, walls, posts, etc.              where  required, using acceptable methods  and  avoiding damage  to structure              involved. Fertilize the same as shrubs, twice a year.         8.9   All ground cover and shrubs sllall be kept pruned or trimmed neatly away from              trees, walks, and header boards, sprinkler heads, etc.         8.10  LMC   shall provide reasonable  controls for insects, snails and diseases as              necessary, using  legally approved materials and methods. Serious infestations              (rabbits, gophers, ground squirrels, rats, etc.) will be treated under separate              contract as extras with the prior written approval of Owner's agent. (See Month To              Month Schedule)         8.11  Dead and missing plants will be replaced at no expense to the Owner when due to              LMC's negligence. Damages due to circumstances beyond LMC's control, such as              "Acts of Mother Nature'', will be remedied with Owner's prior  agreement to pay for              such replacement.         8.12  Replacement  groundcover and  shrubs shall be approved by Landscape Architect              (LA).   9.   Tree Care:        9.1  Pruning             Once or twice a year have a certified arborist do major trimming of tree structure             usually in the spring (March and April), again in June if necessary. Maintenance            landscape  contractor only to  do minor trimming of branches  in walkways, etc.            Certified arborists are Dennis Lynch at Site Works and  Tim Johnson  at Artistic            Arborist.               9.1.1   Major  tree pruning should happen  in April & June, selective pruning                      throughout year of young  branches.  Pruning shall not be allowed in                      December or January.               9.1.2  Trim trees in natural form               9.1.2   All pruning cuts shall be made flush. Proper healing substances, such as                      tree seal, shall be applied to all cul surfaces, one inch in diameter or more.               9.1.3    Pruning for general clean-up and health of trees is recommended in the                       Spring and Summer months,  April and June.               9.1.4   Trim trees to maintain natural form. No Skirting shall be allowed.  





 






                     Riverwalk Landscape Maintenance General  Items                                         June  4, 2018                9.1.5   All pruned material shall be disposed of off the property immediately.         9.2   All trees must be watered sufficiently to insure health and growth.         9.3   Staking and Tying               9.3.1   Trees  shall be only staked and  lied if necessary. Tree ties shall' be                      inspected al least four  (4) times a year to prevent girdling of trunks or                      branches  and to prevent bark wounds caused  by abrasion. Removal of                      tree stakes will be considered as soon as possible to encourage tree                      development.               9.3.2   Trees requiring additional staking and ties due to "Acts of Mother Nature",                      will be billed as extras with prior written approval by the Owner.         9.4   Provide a reasonable control of insects and diseases using approved methods and              materials.         9.5   Those  trees within lawn or  ground cover areas do  not  require supplemental              fertilization unless recommended for specific deficiencies.         9.6   Dead  plants and those in a state of decline shall be brought to the Owner's              attention immediately.         9. 7  Replacement trees and nursery source shall be approved by the LA.               Specialized Sub-Contractors/Arborisl's may be use</ in the performance of the              contract for necessary specialized functions such as controller repair, major tree              pruning, over 15 feet,  rodent control, broadleaf weed control, etc.   10.  Litter:       10.1  Paper. grass, bottles, cans, branches and debris shall be removed from landscape            areas on a once a week basis.        10.2  LMC   shall promptly remove  from the work  areas all debris generated by his             performance.       10.3  All walkways, bridges, benches and furniture shall be kept clear of debris from the            maintenance operation, irrigation or wind b!own debris on a weekly basis.        10.4 All retenlion  areas shall be cleaned of debris on a weekly basis.       10.5  All parking areas shall be cleaned of debris on a weekly basis.        10.6 All areas around the water features shall be cleaned of debris during routine            landscape maintenance operations.                                               6  





 






                  EXHIBIT D   SITE ACCESS AND INDEMNIFICATION AGREEMENT  





 






                 SITE ACCESS AND INDEMNIFICATION AGREEMENT   �11tkifhis Site Access and IndemnificationAgreement  (the "Agreement") dated this �y of      Attgust, 2018, is by and among APEX Park at Pima, LLC, an Arizona limited liability company      and its Assignee ("Licensor") and AXON Enterprise Holding Company, LLC, a Delaware limited      liability  company, or its affiliate ("Licensee"), with an office at 17800 North 85th Street,      Scottsdale, AZ 85255.                                       RECITALS:            A.    Licensor is the Lessee of that certain unimproved real property consisting of    approximately 23.57 net acres of land located at 7400  North Dobson Road, Scottsdale, Arizona      85256 and as further described in Exhibit "B" (the "Property").           B.    Licensor wishes to grant Licensee access to the Property in order to allow Licensee    to assess the physical,  environmental,  engineering, and financial aspects of the Property for     purposes of entering into a Purchase and Sale Agreement all as set forth herein.            C.    Licensee has or will retain third party experts (collectively, "Licensee's    Consultants") to performassessments  of the environmental, engineering, and physical condition     aspects of the Property.            D.    Licensor wishes to grant to Licensee a license to conduct such assessments subject    to certain conditions and requirements.            NOW,  THEREFORE, in consideration of the mutual covenants and promises contained     herein, the parties agree as follows:            1.    Non-Exclusive License.                 (a)   Licensor hereby grants to Licensee a temporary non-exclusive license,    subject to the terms hereof, to enter upon that portion of the Property forthe  purpose of conducting     at Licensee's  sole  expense,  through  Licensee's Consultants, the activities on the Property     specifically described (as to location, type of tests, and the like) in Exhibit "A" attached hereto     and made a part of this Agreement (the "Due Diligence Activities").                 (b)   The license granted herein shall continue in force, subject to Licensor's    right of revocation described below, until the earliest of ("License Term"): (i) the completion of     the  Due Diligence Activities; (ii) written notice to Licensee by Licensor, (iii)  written  notice  to     Licensor by Licensee (iv) the commencement of any written contract to lease the Property which     is entered into by Licensee and Licensor.                  ( c)  The temporary non-exclusive license to enter and conduct the Due    Diligence Activities upon the Property granted to Licensee does not constitute the grant of an     easement or any other interest in the Property.       4848-8168-0495.2  





 






       2.    Licensee's Consultants.               (a)   Licensee agreesthat  the Due Diligence Activities shall be performed solely by Licensee, through Licensee's Consultants, as Licensee's special agent, and no other person or  entity may perform such activities without the prior written consent of Licensor.                (b)   Licensee agrees to provide this Agreement to Licensee's Consultants and advise Licensee's Consultants that Licensee and Licensee's Consultants are bound by the terms of  this Agreement.         3.    Access to the Property              (a)    Licensee, through Licensee's Consultants, shall conduct the Due Diligence Activities only during normal business hours and Licensor shall have the right to impose  reasonable conditions on performance of the Due Diligence Activities (including, without  limitation, reasonable schedule modifications so as to minimize disturbances at the Property),  including those specified in Exhibit "A".              (b)    Licensee shall be solely responsible at its own cost for the temporary construction and maintenance of any improvements at the Property, which are required in order to  conduct the Due Diligence Activities. No permanent improvements are permitted.               (c)    Licensee shall give Licensor reasonable prior notice before conducting the Due Diligence Activities, including locations and times at which the activities will take place.               ( d)   Licensee agrees that entry upon the Property shall be limited to the extent necessary for the performance of the Due Diligence Activities and shall otherwise be limited as  provided herein.         4.    Equipment.              (a)   In connection with conducting the Due Diligence Activities, Licensor hereby agrees that Licensee's Consultants, as special agent of Licensee, may bring onto the  Property the equipment and machinery, if any, reasonably necessary to perform the Due Diligence  Activities, but no other equipment or machinery.               (b)    Licensee agrees to maintain equipment and other materials in an orderly manner while they are located on the Property. Licensee agrees to remove all debris and trash  resulting fromthe  Due Diligence Activities on a daily basis and to remove all equipment and other  materials used by Licensee's Consultants as soon as the activity for which such equipment and  other materials are used is completed.         5.    Safety; Restoration.              (a)    Licensee shall take all appropriate measures forthe  safetyof  persons on the Property and shall comply with all legal requirements.                                         - 2 -  4848-8168-0495.2  





 






           (b)   Upon completion ofthe  Due Diligence Activities, Licensee shall restore the Property to substantially the same condition as at the commencement of the Due Diligence  Activities andincluding,  but not limited to repair of surfaceopenings  resulting fromtests.          6.   Wastes. Any and all samples, sample residues, by-products from the sampling process, extracts, well purgings, core borings and hazardous and other wastes ( collectively,  "Wastes") derived from the Due Diligence Activities (including, without limitation, any  contaminated protective clothing or other materials used in performing the Due Diligence  Activities) when removed from the Property shall be deemed the Property of Licensee and shall  be transported and disposed ofby Licensee in accordance with applicable law.         7.   Indemnity. Licensee shall indemnify, defend, save and hold Licensor and Licensor's officers, agents, employees, directors, trustees, invitees, successors, and assigns  ( collectively "lndemnitees") harmless against all losses, costs, expenses, liabilities, claims,  litigation, demands, proceedings anddamages  (including but not limited to reasonable attorneys'  feesactually  incurred) sufferedor  incurred by Licensor or anysuch  Indemnitees arising out of the  Due Diligence Activities. Licensee waives any claims against Licensor arising out of the Due  Diligence  Activities or this Agreement. Licensee  hereby assumes all responsibility for claims  arising out ofor  incurredin  connection with the Due Diligence Activities or this Agreementagainst   Licensor by Licensee's Consultants, and the contractors, subcontractors, employees, and agents of  Licensee and Licensee's Consultants. Notwithstanding the foregoing, Licensee shall have no  responsibility or liability for (i) any adverse condition or defect on or affecting the Property not  caused or contribute to by Licensee or its employees, agents, consultants or contractors but merely  discovered during their inspections (including, without limitation, the pre-existing presence or  discovery of any matter, such as, but not limited to, hazardous  substance  or  material); (ii) the  results or findings of any inspection; (iii) Licensee's election to terminate this Agreement as a  result ofany  inspection pursuant to this Agreement;or  (iv) the grossnegligence  or intentional and  willful acts of Licensor or any of its officers, directors, agents, contractors, servants, employees,  licensee or invitees.         8.   Insurance.             (a)   Licensee shall, during the term of this Agreement and at all times during which access is available to it, maintain, and require Licensee's Consultants and its subcontractors  andagents  to maintain, insurance, in formand  substance reasonably satisfactoryto  Licensor, with  insurance companies reasonably acceptable to Licensor, the following insurance:                    (i)  Comprehensive General Liability or Commercial General Liability       Insurance, in an amount of not less than $5,500,000. $500,000 of this coverage shall be in       the form or primary coverage and the remaining $5,000,000.00 shall be pursuant to an       umbrella liability insurance policy of not less than $5,000,000.00, combined single limit,        per occurrence.              (b)   Each policy ofinsurance  shall:                   (i)  Name Licensor and any other affiliate or subsidiary to which this       Agreement may be assigned by Licensor as additional insureds;                                    - 3 -  4848-8168-0495.2  





 






                 (ii) State that such policy is primary and noncontributing with any       insurance carried by Licensor;                    (iii) Contain a provision that the naming of the additional insured shall       not negate any rightthe  additional insured would have had as a claimant under the policy        if not so named; and                    (iv) Shall contain severability of interest and cross-liability clauses.             (c)   A certificate, together with any endorsements to the policy required to evidence the  coverage which is to be obtained hereunder, shall be delivered to Licensor  simultaneously with the execution anddelivery  of this Agreement.  Licenseewill  provide Licensor  no less than thirty (30) days' prior written notice in the event of any material alteration to or  cancellation of the coverages evidenced by said certificate. A renewal certificatefor  each of the  policies required in this Section shall be delivered to Licensor within three (3) days following the  expiration date of the term of such policy.              ( d) Any policies required by the provisions of this Section may be made a part of a blanket policy of insurance with a "per project, per location endorsement" so long as such  blanket policy contains all of the provisions required herein and does not reduce the coverage,  impair the rightsof  the other party to this Agreementor  negate the requirements of this Agreement.         9.   Privileged Information.             (a)  During the course of the performance of the Due Diligence Activities, Licensee may acquire knowledge concerning environmental problems that exist at the Property,  other knowledge concerningthe  Property or Licensor, or knowledge of other matters of a sensitive  business nature ( collectively, "Privileged Information").              (b)  Except as described below, neither Licensee, nor Licensee's Consultants shall disclose to any third party (other than Licensee's lenders or investors), publicize or suffer or  permit any of its employees to so disclose or publicize any such Privileged Information. In the  event that Licensee believes in good faith that it is required by any legal requirement to disclose  any such Privileged Information, then Licensee shall immediately notify Licensor of such belief  and the reasons for such belief. If Licensor,  within ten (10) days after receipt of such notice,  advises the party that sent the notice that Licensor shall itself disclose the information, then  Licensee shall not makesuch  disclosure (unless either such party reasonably believes that it must  disclose such informationby  law). If Licensee reasonably believes that such disclosure is required  to be made in less than the 10-day period, then the notice to Licensor shall so state, and Licensor  's time to respond will be reduced accordingly. Licensee agrees to provide this Section of this  Agreement to Licensee's Consultants and notify Licensee's Consultants that Licensee and  Licensee's Consultants are bound by the terms of this Section. Licensee shall be responsible for  any disclosure or publication of Privileged Information by Licensee's Consultants in violation of  the termshereof.         10.   Survival. The obligations of Licensee in Sections 7, 9, and 12 shall survive termination of the license granted hereunder and any termination of this Agreement. Other                                     -4-  4848-8168-0495.2  





 






Licensee obligations of this Agreement shall survive the expiration of the License Term or  termination of the license granted hereunderfor  a period of two (2) months following expiration  of the License  Term or termination of this Agreement, as applicable. Notwithstanding the  immediately preceding sentence, if the License Term expires pursuant to Section l(b)(iv) above,  the terms of such written contract shall supersede this Agreement.        11.  Default. In the event that any default by Licensee hereunder is not cured afterfive  (5) business days written notice from Licensor of such default, Licensor may, by notice to Licensee, immediately terminate the license granted hereunder.       12.  Liens. Licensee shall not allow any lien to be placed on the Property in connection with any Test or any entry on the Property by Licensee or Licensee's agents or contractors.  Licensee shall indemnify and hold harmless Licensor from and against claims, damages, losses  andexpenses,  including but not limited to reasonable attorneys' fees, arising out of or resulting  from anyDue  Diligence Activities. If any lien is filedagainst  the Property on account of the Due  Diligence Activities, Licensee shall bond for or discharge the same within ten (10) business days  afterthe  filing thereof        13.  Notices. All notices, consents, approvals, acceptances, demands,waivers  and other communications ("Notice") required or permitted hereunder must be in writing and must be sent  by (i) personal delivery, (ii) certifiedmail,  return receipt requested, (iii) fornext  day delivery by  nationally recognized overnightdelivery  service that provides evidence of the date of delivery, or  (iv) electronic mail, in any case with all charges prepaid, addressed to the appropriate party at its address listed below.      To Licensor:     APEX 7400 North Dobson, LLC                        c/o The Alter Group, Ltd.                        7500 N. Dobson Road, Suite 151                        Scottsdale, AZ 85256                        Attn: Kent Moe, Senior Vice President                        Email: kmoe@altergroup.com       To Licensee:     AXON Enterprise Holding Company, LLC                        17800 North 85th Street                        Scottsdale, AZ 85255                        Attention: Doug Klint, General Counsel                        Email: doug@axon.com  All Notices given in accordancewith  this Section will be deemed to have been received three (3)  business days after having been deposited in any mail depository regularly maintained by the  United States Postal Service, if sent by certifiedmail,  on the date delivered if by personal delivery  or electronic mail or on the date on which the Notice is deposited with a nationally recognized  overnight delivery service, if sent by overnight delivery, or on the date delivery is refused, as  indicated on the returnreceipt  or the delivery records of the delivery service, as applicable. Notices  given by counsel to a party in accordance with the above shall be deemed given by such party.                                     - 5 -  4848-8168-0495 .2  





 






     14.   Severability. If any term in this Agreement shall be deemed unenforceable, such term shall be deemed independent from the remainder of this Agreement, the enforceability of  which shall in no way be affectedthereby,  and the termin  question shall be deemed to be rewritten  so as to be enforceable to the fullestextent  possible consistent with the intention of the parties.        15.   Amendments. No purported alteration, amendment,change,  waiver, terminationor  other modificationof  this Agreementshall  be binding upon anyof  the parties hereto or have any  other forceor  effectin  any respect or particular, unless the sameshall  be in writing and signedby   or on behalf of the parties to be charged therewith.        16.   Merger. All prior understandings and agreementsamong  the parties aremerged  in this Agreement, which alone fully andcompletely  express the understandings among the parties  thereto and which are entered into after full investigation. This Agreement shall be given a fair  and reasonable construction in accordance with the intention of the parties hereto and without  regard to or aid of canons requiring construction against the party responsible forthe  drafting of  the same.        17.   Non-Waiver. No failureor  delay of any party in the exercise of any right given to such party hereunder, or the waiver by any party of any condition hereunder forits  benefit, shall  constitute a waiver of any other or furtherright,  nor shall any single or partial exercise of any right  preclude other or further exercise thereof or any other right. The waiver of any breach hereunder  shall not be deemed to be a waiver of any other or subsequent breach hereof.        18.   Waiver of Trial by Jury. The respective parties hereto shall and they hereby do waive trial by jury in any action brought by any of the parties hereto against another on anymatters   whatsoever arising out of or in any way connected with this Agreement. The parties shall endeavor  to resolve any disputes under this Agreement by mediation which, unless the parties mutually  agreeotherwise, shall  be administered by the American Arbitration Association in accordancewith   Real Estate Industry Rules in effect on the date of the Agreement. A request for mediation shall  be made in writing, delivered to the other party to this Agreement, and filed with the person or  entity administering the mediation.        19.   Non-Assign.ability. This Agreementand the  privileges of Licensee hereunder may not be assignedby  Licensee.        20.   No Agreementof  Lease. The parties hereto do hereby acknowledge and agreethat  nothing contained herein shall constitute an acknowledgment or agreement by Licensor to lease  the Property to Licensee, such lease being accomplished only following the entering into of a  specific Ground Sublease agreementbetween  Licensor and Licensee in accordance with Licensor  having obtained requisite approval and corporate authorization.        21.   Counterparts. This Agreement may be executed in one or more counterparts each counterpart of which shall constitute an executed agreement.        22.   Applicable Law. The parties hereto do hereby agree that this Agreement and the rights and obligations of the parties  hereto  shall be governed by the laws and jurisdiction of the  State of Arizona.                                    -6-  4848-8168-0495 .2  





 






     23.   E-mail or PDF Signatures. Signatures to this Agreement transmitted by e-mail or PDF shall be valid andeffective  to bind the party so signing provided that a copy of the electronic  mail or PDF also is sent to the intended addressee by one of the means described in clauses (i)  through(iii)  of Section 13 above, in anycase  with all charges prepaid, addressed to the appropriate  party at its address listed above. Delivery of the execution original to the Agreement or any e-mail  signatureor  PDF page thereof may be given on behalf of a party by the attorneyof  such party.        INWITNESS   HEREOF, the parties have duly executed this Agreementas  of the date first  set forthabove.                                     LICENSOR:                                    APEX 7400 North Dobson, LLC, an Arizona                                   limited Ii bilit                                    By:_£........::...____JL..:.._---=----=-:..a._-�-----                                  Name:            L (                                   Title: V\  CL Q(.asid£ utt                                   LICENSEE:                                    AXON Enterprise Holding Company, LLC, a                                   Delaware limited liability company                                    By:t'Lttdd&-                                  Name: Jawad7  Ahsan                                    Title: Chief Financial Officer                                      - 7 -  4848-8 I 68-0495 .2  





 






                                                    EXECUTION VERSION                                 EXHIBIT "A"                          DUE DILIGENCE ACTIVITIES         Licensor agreesto  provide Licensee access to the Property during the License Term forthe   limited purpose of performing at Licensee's sole cost and expense, except as provided herein:        1.   Physical Inspections. Licensee shall be granted access to the Property to perform studies, physical inspections, investigations and tests on the Property ( each a "Iw" and,  collectively, the "I.em"); provided, however, that Licensee shall not perform or allow any Phase  II environmental site assessment or other intrusiveor  invasive testing of the Property ( collectively,  a "Phase II") without providing Licensor five business (5) days' notice (the "Phase II Notice")  and obtaining Licensor 's prior written consent, which may be withheld in Licensor 's discretion.  The Phase II Notice shall include the following: (i) the proposed date and time of the Phase II; (ii)  a detailed description of each of the proposed tests and intrusive acts to be performed as part of  the Phase II; (iii) the proposed location of each site of such tests and intrusive acts; (iv) the work  to be performedto  repair and restore any damage to theProperty;  and (v) the total amount of time  required forthe  Phase II and such repair and restoration work. Any Phase II shall be performedin  accordance with the description provided in the applicable Phase II Notice, except, if Licensor  determines in its discretion that the Phase II and related repair and restoration work described in  the Phase II Notice will unreasonably affect the Property, Licensee shall comply with Licensor's  reasonable requests to change the date, time, nature, location and/or duration of the Phase II and/or  related repair and restoration work. Licensor shall have the right to have a representative of  Licensor present for any inspections performed by Licensee pursuant to this Agreement. In the  event that such Phase II is recommended and Licensor elects not to terminate this Agreement,  Licensee shall cause the Phase II to be conducted at Licensor's sole cost and expense. Prior to  issuing any Phase II Environmental reports, Licensee shall provide a clearly marked draftversion   of such report.  Licensor shall than be given five (5)  business days to review and, if appropriate,  comment on the draftreport.  At Licensors absolute discretion, Licensor shall have the opportunity  to cease all testing and related work and (a) no further work shall be conducted and, (b) no final  report shall be issued.    4848-8168-0495.2  





 






                                                      EXHIBIT "B"                                     LEGAL DESCRIPTION OF PROPERTY               AXON             AT RIVERWALK                                                                   May 10,  2018             SALT RIVER -    PIMA -  MARICOPA                                           Job No. 2003-127             INDl1AN COMMUNffY                                                                 Page 1, of 1              A PARCEL OF LAND LOCATED IN THE SOUTHEAST QUARTER OF SECTION 6, TOWNSHIP 2 NORTH.             R'ANGE 5 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN. MARICOPA COUNTY,            ARIZONA.             AND A PORTION OF S.RP.M.I.C. TRIBAL ALLOTMENT NUMBERS 281, 282, 712 AND 465, BEING MORE             PARTICULARLY DESCRIBED AS FOLLOWS:              COMMENCING AT A FOUND ALUMINUM CAP IN A HANDHOLE AT THE SOUTHEAST CORNER OF SAID             SECTION 6. FROM WHICH A FOUND BRASS CAP IN A HAND HOLE AT THE SOUTH QUARTER CORNER             OF SAID SECTION 6, BEARS SOUTH 89 DEGREES 43 MINUTES 37 SECONDS WEST. A DISTANCE OF             2637.87 FEET;              THENCE NORTH 00 DEGREES 01 MINUTES 59 SECONDS EAST, ALONG THE EAST LINE OF THE             SOUTHEAST QUARTER OF SAID SECTION 6, A DISTANCE OF 1,285.56 FEET;              THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST, DEPARTING SAID EAST LINE, A             DISTANCE OF 792.96 FEET TO THE POINT OF BEGINNING;              THENCE SOUTH 98 DEGREES 00 MINUTES 00 SECONDS WEST. A DISTANCE OF 156.24 FEET;              THENCE SOUTH 72 DEGREES 56 MINUTES 48 SECONDS WEST, A DISTANCE OF 111.55 FEET TO A             POINT OF CURVE TO THE LEFT;              THENCE SOUTHWESTERLY ALONG SAID CURVE, HAVING A RADIUS OF 200.00 FEET. THROUGH A             CENTRAL ANGLE OF 33 DEGREES 15 MINUTES 39 SECONDS, A DISTANCE OF 116.10 FEET TO THE             POINT OF A NON-TANGENT CURVE       CONCAVE TO THE SOUTHEAST. WITH A CHORD          BEARING OF             SOUTH 13 DEGREES 26 MINUTES 56 SECONDS WEST, A CHORD DISTANCE OF 485.96 FEET;              THENCE SOUTHWESTERLY ALONG SAID NON-TANGENT CURVE, HAVING A RADIUS OF 657.37 FEET.             W!ROUGH A CENTRAL ANGLE OF 43 DEGREES 23 MINUTES 05 SECONDS. A DISTANCE OF 497.76 FEET;              THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST, A DISTANCE OF 592.86 FEET TO THE             EASTERLY RIGHT OF WAY LINE OF LOOP 101, PIMA FREEWAY;              THENCE NORTH 15 DEGREES 27 MINUTES 34 SECONDS EAST, A DISTANCE OF 639.84 FEET;              THENCE NORTH 18 DEGREES 19 MINUTES 28 SECONDS EAST, A DISTANCE OF 500.11 FEET TO THE             POINT OF A NON-TANGENT      CURVE  CONCAVE TO THE WEST. WITH A CHORD         BEARING OF NORTH 14             DEGREES 53 MINUTES 12 SECONDS EAST, A CHORD DISTANCE OF 418.42 FEET;              THENCE NORTHERLY ALONG SAID NON-TANGENT CURVE, HAVING A RADIUS OF 4,583.66 FEET.             THROUGH A CENTRAL ANGLE OF 05 DEGREES 13 MINUTES 55 SECONDS, A DISTANCE OF 418.56 FEET;              THENCE NORTH 90 DE:GREES00       MINUTES 00 SECONDS EAST. DEPARTING SAID EASiERLY RIGHT OF             WAY LINE. A DISTANCE OF 628.75 FEET;              THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST. A DISTANCE OF 926.99 FEET TO THE             POINT OF BEGINNING.             SAID PARCEL CONTAINS 1,026,715 SQUARE FEET OR 23.570 ACRES. MORE OR LESS.              ALLOTMENT    AREA   BREAKDOWN             282-A                 10.853                I 283-A                4.729             712                    1. 768               I 710                  6.220                                                     Survey Innovation Group,Inc.                           H:\Jobs\200312003-127 101 & INDIAN BEND\DOCS\LEGALS\TASER\i/03127 AXONaCornbo 5-10-18.doc                                                                  - 9 -  4848-8168-0495 .2  





 






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Ph (480) 922 0700 LandSul'Wj'ing   SetvbsFx (480) 922 0781 !JOB# 03-127 DWG: 03127AXON-COMBO DATE: 5/10/18                                                                                                              SCALE: N. T.S. DRA\TM: ELS 1Ct1ECK: JAS SHEET: 1  or  1  





 






                                  EXHIBIT E                           MATERIAL DOCUMENTS    Item#      Dated    Description    I.      01/15/0:I BusinessLease  B-704by  and betweenCertain  Allotted Landowners of                      Land within the Salt Riwr Pima-Maricopa Indian Community & Apex                      Park at Pima, LLC - REDACTED                      (84 pages)     2.      l l/07il6 First Amendment to Business Lease B-704, 7350Substitute  Lease,                      7500/7580Substitute  Lease,7720  Substitute Lease, 9550Substitute  Lease,                      9500 SubstituteLease  - REDACTED & w/out Landowner's signatures                      (47 pages)    3.       07/15/08  Riv�Twalk Mast�T Development           Recorded   Amended and Restated Declaration ofCon11ants, Conditions, Restrictions                      & Easements for Ri\'erwalk (Recorded)                      Preparedby  Stinson MorrisonHecker,  L.L.P. (73 pages)    4.       09/17/13  Riverwalk MasterDevelopment            Recorded   First Amendment to Ammded and Restated Declaration of Co,·enants,                      Conditions, Restrictionsand  Easements for Rh'erwalk                      Preparedby  Snell & Wilmer, L.L.P. (32 pages)    5.       Pending   Riverwalk }.1asterDevelopment                       Second Amendment to Amended and RestatedDecl aration of Covenants,                      Conditions, Restrictionsand  Ra�cmcnts forRivcrwalk  (Pending Execution,                      Community Appro,·al & Recording)                      Preparedby  Ash, Anos, Freedman&  Logan, L.L.C. (9 pages)    6.      ivfay 2015 Talking Stick Graphic Standards -Acceptable UsePolicy                       Preparedby  Salt River Pima-Maricopa Indian Community Community                      Relations Office(15  pages)    7.       09/23/03  RiverwalkMaster Development                      Report on Geott'Chnical lm·estigation #030994SA                      Preparedby  Speedie & A.,sociates (32 pages)    8.       08/28/03  RivcrwalkMaster Devel opment                      Report on Pha-.e I F..nvironmcntal Site Assessment                      Prepared by Spccdic & Associates (39 pages)    9.       12/2001   Final Emironment Assessment                      Preparedby  Staniec Consulting, Inc.(85 pages)    10.     Executed   SRPl\UC FONSI Decision Notice for Remington Center (Renamed            05130/03  Riwnnlk)                      (S pages)    11.      10/23/01  Cultural ResourceSurvey                       fu-parcdby  Staniec Consulting, Inc. ( 17 pages)  





 






                       MATERIAL DOCUMENTS    12.      03/08/07  RivcrwalkMaster Development                      Master Drainage Report                     Preparedby  Erickson & Meeks (30 pages)   13.      Recorded  Access and lltility East>ment Agreement by and between APEX Park at Pima,           07/16/13  LLC and APEX 9500 Ea!lt Indian Bend, Ll,C and 30 West Pershing, IJ,C                     (Top Golf)- Water and SewerLinc                      (28 pages)   14.      Recorded  Scnicc Linc Agreementby  and betweenSalt  Ri,·cr ProjectAgricu ltural           02!14/17  Imprm·cmcnt and Power District and Rh•crwalk Medicis                     (B pages)   15.      Recorded  Notice ofService  Line Agreement by and betweenSaddle  back           07/20/12  Communications and Apex 7720 North Dobson, LLC                     (12 pages)   16       Recorded  Notice ofScr,·icc Linc Agreement by and betweenSaddlcback            08/01/12  Communications and APEX 73SONorth  Dobson, I.LC                     (10 pages)   17.      Recorded  Notice ofl'tility Location - Water and Sewer Lines 7720 N Dobson (�1:edicis)           06/27/12  (9 pages)   18.      Recorded  Sen·ice Line Agreementby  and between Saddleback Communications and           03/03/17  APE.\: 9500E  Indian Bend, LLC and 30 West Pershing, LLC (Top Goll)                     (3 pages)   19.      Recorded  Service Linc Agreement by and between Southwest Ga.� Corporation and           02r22-111 APEX 9500 N. Dobson Road B-704 and Top C.olfat  Rinrwalk                     (3 pages)   20.      Recorded  Ser,·ice Line Agreement by and between Salt River ProjectAgricultural            02.122/17 Improvement and Power District and TOPGOLI<" LISA Rh·erwalk                     (7 pages)   21.      ll!B/03   Remington Master Development (renamedRiverwalk)                      TrafficStudy  Memorandum                     Prepared by TASK Engineering(  10 pages)   22.      04128/11  Rivcrwalk TangcrOutlet  Center                     TrafficStudy  l!pdatc Letter (Trip C,cncration Comparison)                     Preparedby  T A.<;KFnginccrin g (26 pages)   2�.      Stamped   Rivcrwalk!\faster Development            10/ 16/17 TrafficStudy  First Addendum --CommunityApproved                      Preparedby  CivTeeh (44 pages)   24.      Ol12<Y07  Rh·crwalk Land�cape & Irrigation Maintcnanet- Standard & Specifications                     Preparedby  G. K. Flanagan (35 pages)   25.      08/24/07  RiverwalkMaster Development                      Electric Service - SRP Will Serve Letter                     Prepared by SRP (2 pages)  26.      09/2,/03  Riverwalk !\,laster Development                     Telecommunication - Saddlcback Service Will Serve Letter                     Preparedby  Saddleback Communications ( I page)  





 






                      MATERIAL DOCUMENTS    27.      11/09/15  Riverwalk Master AddressPlan                      Approvedby  United States Post Office( 1  page)   28.      Stamped   Remington CenterMaster Deve lopment (renamedRiverwalk)            11/14/03  ALTA/ ACSM Land Title Survey                     Preparedby  SwveyInnovation  Group(  4 sheets)   29.      Stamped   RiverwalkMaster De velopment           08/19/13  <h·erall Parcel Description                     Preparedby  SurveyInno vation Group,Inc.  (3 pages)   30.      Stamped   RivcrwalkMaster Development            11/22/10  BoundaryExhibit  (Provided in DWG & PDF)                     Preparedby  SurveyInnovation  (',roup,Inc.  (1 page)   31.      10/13/06  Topographic Survey                     Preparedby  Survey Innovation Group(3  pages)   32       02/27/11  Topographic Survey - TangerOutlet Center                      Preparedby  Survey Innovation Group(  1 page)   33.       Revised  RiverwalkMaster Development            06/22/05  Approved DRC  MasterPlan  Package(27  pages)   34.      02/14/07  SAMPLE: Riverwalk Phase IV (Medicis) Approved DRC Package                     (47 pages)   35.      07/01/15  Salt  River Pima-Maricopa Indian Community Zoning Ordinance           Adopted   Preparedby  SRP-MIC(218  pages)   36.      Revised   Riverwalk Ma<1terPlan  Comprehensh•e Sign Package           05/16/16  Preparedby  The Alter Group/JRCD1:si gn (42 pages)   37.      04130/14  Riverwalk Exterior Park Standards - DRAFT             Draft   Preparedby  The AlterGroup (7  pages)   38.      02/07/05  Riverwalk Arizona Community Outreach Plan                     Preparedby  The AlterGroup  (2 pages)   39.      04107/15  SRP-MIC Preferred Vendor List                     Preparedby  Salt RiverMaterial  Group (2 pages)   40.      03/28/11  SRP-MICPreferred   Vendor List                     Preparedby  Salt River BusinessOwner's  Association (2 pages)   41.        2017    Riverwalk Common Area� Estimate                     Preparedby  AlterAsset Management  ( I page)  





 






                                   EXHIBIT F-1                             ACCESS IMPROVEMENTS                                                               7350           I I                                                            DOBSON                                                   -                                                  --    - - - -- - -   - � I                              I,,.,,,,�--::-�--' ;, '                                I '/                                        I                               c'I                                          I                   8.570      I '/                            1                  ACRES     ,,,,/           9500 TSW        II                              ,,.,,,                                   -       I <=       1                    I I                                   --   1                             I      SELLER'S  DEDICA'TED         -      /                     1     r ----------1---,,I1    '-    ROADWAY    ACCESS     /                       \\�---       ___ £.  TALKING           511CK   WAY --        -  ---        -                                                        EXHIBIT 'F-1'                                                     ACCESS ROADWAYS                                                          RIVERWALK  POSS/BL£  UTILITY  CONNECTION LOCATIONS   JOB ,03127 DWG: TASER EXHIBIT Fl DATE 1/18/17                                            SCALE: N. T.S. DRAWN: ELS CHK: RMH SHEET 1  OF  1  





 






                             EXHIBIT F-2                    WATER/SEWER IMPROVEMENTS                                                         750                                                     ooes:N_0                                                                     11                                                               7       1                                                         7350                                                      DOBSON       I                  23.570·                         ACRES                      2nd WATER   /l                CONNEC710N  I                                         9500 TSW           £x. a· S£'M£"R            CONNECTION                                   EX.  a•  SE�R                                   OPTION--- #1                                               7-_ _1_   / l                         ."                                    I                                     •               L            I _,.,-10"dio            r   s£WE:RLIN£           I        __ J___                   _J_     ---        E.  TALKING  STICK  WAY --       -  ---      -    ---                                                   EXHIBIT 'F-2'                                                  WATER -  SEWER                                                    RIVERWALK  POSSIBLE UTILITY CONNECTION LOCATIONS JOB ,03127 DWC: TAS£R EXHIBIT f'2 DATE 6/18/18                                       SCALE: N.T.S. DRAWN:  ELS CHK� JAS SHEET 1  Of'  I 





 






                                                   EXHIBIT F-3                                    ELECTRIC/fELEPIIONE                         IMPROVEMENTS                                                                                                                                        !                                       1---J -�/      -o-z_r_s�----�L�--                                                             I                                                         1st    ELECTRIC                                                  --1                                                          CONNEC110N                                                 2nd     ELECTRIC                                                CONN€CTION                                                   15.000                                                  ACRES                                                    1350                                                                                                        OOBS<:»J    I                  j                 I                I               8.!l?O                               ACRES              I                                                               9500  1'S             I            I         rr     -------       r       I                                                                                                                       -                                                                                                 -----                   �_j                              E     TALKING            SUCK           WAY=-=- l_ _____                                                                                          EXHIBIT 'f.3•                                                                            ELECTRIC, TELECOMMUNICATIONS & GAS                                                                                                    RIVERWALK   POSSIB'l..f:     U'TILJTl'    C'ONNECTJON          l.OCATIONS             JOB       ,03127  DWG:    lASER    EXHIBIT   F'3      OATE   1/18/17                                                                            SCALE:    N. T.S.  ORA'M<:   ELS     CHI<: ,RMH       SHEE-'f 1  OF  1  





 






          EXHIBIT G   PRE-DEVELOPMENT AGREEMENT  





 






          PRE-DEVELOPMENT AGREEMENT                          between    Axon Enterprise Holding Company, LLC, a Delaware Limited                     Liability Company                         ("Client")                            and          The Alter Group, Ltd., an Illinois Corporation                       ("Developer")    4826-1728-0623 .2  





 






                     PRE-DEVELOPMENT AGREEMENT    THIS P�EVELOP¥F�!.��REEMENT (this "Agreement") is made and entered into as  of the� day  of �ffi       (the "Effective Date") by and between Axon Enterprise  Holding Company, LLC, a Delaware Limited Liability Company (the "Client") and The Alter  Group, Ltd., an Illinois Corporation (the "Developer"). Client and Developer will sometimes  be referredto  herein individually as "Party" or collectively as "Parties".         A.    Developer's affiliate has entered into a Master Lease for certain land located             within the Salt River Pima-Maricopa Indian Community consisting of 176             acres of land known as Riverwalk. The development is generally located at             the northwest comer of Dobson Rd. and Talking Stick Way, Scottsdale,             Arizona (the "Development").        B.    Client desires to purchase such affiliate'srights  under a certain substitute lease             of approximately 23.57 acres of land under a separate agreement within the             Development to make certain improvements at the site which includes a             325,000 S.F. Headquarters Facility containing corporate office space, light             assembly manufacturing, warehouse space (the "Project"), and has or intends             to enter into, an agreement with such affiliateto  acquire such affiliate's rights             under the substitute lease with respect to said land pursuant to the agreement             by and between such affiliateand  Client ("Purchase Agreement"). The Project             is furtherdefined in  the Concept Plan attached as Exhibit "A".        C.    On behalf of the Client, the Developer shall coordinate and administer             entitlement activities for the Project. These activities will include interfacing             with architect, engineers and others (the "Consultants") as required to provide             services per Exhibit "B". Developer shall be available to Client for             consultation on any element of the Project as needed.  Developer shall provide             a professional degree of skill, efficiency and judgment in rendering the             services.        D.    The term of this Agreement shall begin on the date this Agreement is signed             by both Parties and end on approximately March 15, 2019.        E.    Client acknowledges that Developer is not responsible for the design of the             Project and that all consultations with and recommendations to Client with             respect to design  decisions are made solely to assist Client in obtaining the             necessary Community approvals. Client acknowledges that Developer shall             have no liability whatsoever for any acts or omissions of any consultants.   4826-1728-0623.2  





 






      F.    Client shall retain finalauthority  with regard to all Project related decisions             and shall be solely responsible for funding all Project related costs associated             with this Agreement.       G.    Client hereby designates as its representative Douglas KJint, who shall be fully             acquainted with the Project and have authority to render decisions promptly             and furnish information expeditiously on behalf of Client. Client's             representative's contact informationis  as follows:              Douglas Klint              Taser International              17800 North 85th Street              Scottsdale, AZ 85255               Developer hereby designates as its representatives Kent Moe and Randy              Thomas, who shall be fully acquainted with the Project and have authority to              render decisions promptly and furnishinformation expeditiously  on behalf of              Developer. Developer's representatives' contact informationis  as follows:               Kent Moe                    Randolph F. Thomas              Senior Vice President       Executive Vice President              7500 N. Dobson, Suite 151   3201 Old Glenview Road, Suite 302              Scottsdale, AZ 85256        Wilmette, IL 60091         H.    In consideration of the services rendered hereunder, Client agrees to pay             Developer the sum of One Hundred FiftyThousand  Dollars ($150,000.00) (the             "Service Fee"). Client shall make payments as work is performed based on             seven (7) equal monthly payments in the amount of Twenty One Thousand,             Four Hundred Twenty Nine Dollars ($21,429.00) each. Developer shall             submit an invoice forpayment  to Client showing the amounts due to Developer             under this Agreement by the fifth (5th) of each month with payments to be            made on or beforethe  twenty-fifth (25th) day of each month.        I.    Developer agrees to defend,indemnify and  hold Client, its officers, directors,             agents and employees harmless from and against any loss, liability, cost or             expense  (including reasonable attorneys' fees and court costs) which Client            may  sustain or incur if, and to the extent that, such loss,  liability, cost or             expense arises out of the gross negligence or willfulmisconduct  of Developer,            its officers, directors, agents or employees, in rendering services under this             Agreement. Notwithstanding the foregoing, the Developer shall not be liable             to indemnify and hold Client harmless from any portion of any such loss,             liability, cost or expense which results from the negligence or willful             misconduct of Client, its officers, directors, agents or employees.        J.    Client agrees to defend, indemnifyand  hold Developer, its officers, directors,             agents and employees, harmless from and against any loss, liability, cost or  4826-1728-0623.2  





 






            expense (including reasonable attorneys' fees and court costs) which              Developer may sustain or incur if, and to the extent that, such loss liability,              cost or expense arises out of: (i) the Client's operation, condition or use of the              Project; (ii) injury to person(s) or damage to property by reason of any cause              whatsoever in and about the Project; (iii) the negligence or willfulmisconduct               of Client, its officers, directors, or employees or agents; (iv) the presence of              any Hazardous Materials on or under  the  Site or the violation of any              environmental laws, including, without limitation, any claim that Developer is              an "owner" or  "operator" under any environmental laws; provided,              notwithstanding the foregoing, that Client shall not be liable to indemnify and              hold Developer  harmless from any portion of any such loss, liability, cost or              expense which results from the gross negligence  or willful misconduct of              Developer , its officers, directors, agents or employees.         K.    Neither Client nor Developer shall disclose any information about the terms             and provisions of this Agreement or any other information relating hereto, to             any person or entity (except  to its employees, affiliates or agents having the             need to know).        L.    The scope of this Agreement is intended to assist Client with decisions             regarding feasibility and obtain entitlement of the Project in accordance with             the Schedule referenced and attached as Exhibit "C" (Entitlement Schedule).             This Agreement shall last for approximately seven (7) months after the             EffectiveDate  or until such time that Design Review Committee plans forthe              Project are complete and entitlements have been approved by the local             municipality (Salt River Pima-Maricopa Indian Community).        M.    It is understood that Developer's affiliate, as seller under the Purchase             Agreement, has certain approval rights with respect to the Project, including             but not limited to Client's plan and signage, and that said affiliateshall  be free             to exercise such rights independently of the provisions of this Agreement, and             that Developer  shall have no responsibility with  respect to obtaining such             approvals except forreasonably  assisting Client in conjunctiontherewith.         N.    Any notice  which is required or permitted under this Agreement shall be in             writing and deemed given when actually delivered if delivered by private             messenger service or tele copier or two (2) days followingdeposit  in the United             States Mail, postage prepaid by certified or registered mail, return receipt             requested, addressed to the Party to which directed at its address as set forth             below, or to such other address as may be specifiedfrom time  to time by either             Party in writing:   4826-1728-0623.2  





 






            To Client:                         Douglas Klint                         Taser International                         17800 North 85th Street                         Scottsdale, AZ 85255               To Developer :                         Kent Moe                         The Alter Group, Ltd.                         7500 N. Dobson, Suite 151                         Scottsdale, AZ 85256               With a copy to:                         The Alter Group, Ltd.                         3201 Old Glenview Road, Suite 302                         Wilmette, IL 60091                         Attn: Randolph F. Thomas         0.  Client may terminate this Agreement in the event Client decides to terminate           Purchase and Sale Agreement andentitlement  negotiations upon seven (7) days           written notice. In the event of a termination, Client shall pay to Developer only           the compensation due forservices  performed prior to the termination date. Any           post-termination wrap-up costs must be mutually approved by the Parties in           writing in advance of their accrual or expenditure.        P.  This Agreement shall be governedby  the internallaws  of the State of Arizona.        IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the  day and year first written above.                                   CLIENT:                                   Name:    Jawad Ahsan                                   Title:  Chief Financial Officer    4826-1728-0623.2  





 






                                 DEVELOPER:                                      e                  Illinois Corporation                                  :   �nan                                   Name: 51wQQ}\JJ                                            Title: � Vt U) ( \/( Cl_ Q101�f-    4�26-l 728-0b23.2  





 






                                Exhibit "A"                               T ASER Concept Plan    4826-1728-0623.2  





 






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AXON                                  ADJACENT                                  VACANT                                  PAACEL                                                         I'                                                   ----                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           t:::                               SITE                              PLAN                                     NOTES                                                                                                                           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                                                                                                                                                                                                                                                                                                                                                                 -     F\JTUAE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            F     QO(\,tMEAICAL                                          LANDSCAPE AREA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    F USE OFFICE                                          LANDSCAPE        PARKING rsLAND                                                   LANDSCAPE I AETE NTION            AAEA                                          ASPI-IALT    PAVING                                                                                                                                                                                                                                                                                                                                                                                                                                                                               E                                6         SIDEWALK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          C                                          EDGE OF PAVEMENT            LINE                                                                                                                                                                                                                                                                                                                                                                                                                                                                  r                                            9'-6'x  18'.0-pARKING       SPACE                                            9'-6x    1&..er  PARKING    SPACE WITH        2'--0"OVER   HANG                                10        11'-0-x 18'•0"VAN       ACCESSIBLE STALL                                11         S-0' ACCESSIBLE STALL AISLE                                 12        TRASH ENCLOSURE                                 13        CROSSWALK                                 14        FIRE  LANE    (35' INSIDE RADIUS/          55' OUTSIDE RADIUS         TYP)                                 15         50' x 50' FIRE  STAGING AREA                                 16        COVERED       PAAKJNG                                 17        FUl\JRE PARKING         DECK                                 18        UNEOF      FUTUAE     AD��ON                                 19        SITE WALL                                 20        EXISTING     PYLON     SIGN-T O BE       DEMOLISHED                                 21        LOADING      COCK                                 22        EXJSTING     CUL-DE SAC TO         BE  D EMOUSHEO                                 23        OFFSITE STREET IMPAOVEMENTS                   BY='"'ON    (HA.To-tEOAREA       )                                24         FUTURE PEDESTRIANBRIDGE                 AND RAMP (NOT PART OF PROJ ECT)                                       1 I LEVEL 1  -                 ITE    PLAN                                                                                                                                                               1·.- 6(1..(J'                                25        FVT\JAE    W AJ...JW'IIAY(NOT     PART OF PAOJECl)                                 26        UNIM PEDED       VEHICULAfl C ONNECTION             ACAOSS 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                              Exhibit "B"                             Development Services    On behalf of Client, Developer will:          l.) Interfacewith  the Design Team in the preparation of the Concept &            Schematic Design forconformance with  the Communities Ordinance &           Riverwalk Master Plan.          2.) Coordinate the preparation of the individual Community entitlement            applications & submittals associated with:               •  Pre-Application Meeting              •  Conditional Use Permit (CUP)              •  Design Review Committee (DRC)         3.) Attend Community entitlement meetings including all meetings with Staff,           Land Management Board, Tribal Council & Design Review Committee.    4826-1728-0623.2  





 






                                                 Exhibit "C"                                              Entitlement Schedule          •   Concept Design / Community Pre-Application                                  Approx. 2 Months        •    Schematic Design / Community CUP & DRC                                      Approx. 5 Months    V:\RIVERWALK\I 110.120 AXON\200Acquisitions-Fmancial\202    Pre-Development Agreement\Axox HQ_PreDevelopment Agmt  Clean 080618.docx    4826-1728-0623.2  





 






                                                       EXECUTION VERSION                                                                      08.07.2018                                   EXHIBITH                       ASSIGNMENT OF SUBSTITUTE LEASE    Form of Assignment of Substitute Lease to be approved and finalized during the Due Diligence                    Period and placed into Escrow by Seller and Buyer