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HomeMy Public PortalAbout2021.12.22 LOT Funding Agreement - Mountain View PropertyInstrument # 447042 VALLEY COUNTY, CASCADE, IDAHO 12-30-2021 13:31:40 No. of Pages: 10 Recorded for: CITY OF MCCALL DOUGLAS A. MILLER Fee: $0.00 Ex-Officio Recorder Deputy: AMF Electronically Recorded by Simplifile AGREEMENT REGARDING LOT FUNDING This Agreement is entered into effective the date of the signatures below of the party to last sign the Agreement, by and between the City of McCall, a municipal corporation of the State of Idaho, whose address is 216 East Park, McCall, ID 83638(the "City"), and the Payette Land Trust, an Idaho non-profit corporation, whose address is 309 E Lake St., McCall, ID 83638 (the "PLT"). RECITALS The PLT has been selected as the recipient of two LOT Funding Grants (No. 21-17 and 22-27) from the City of McCall (the "Grants") to be used for the acquisition and conservation of approximately 44 acres of property fronting the Payette River in the area of the Payette River Subdivision, which property consists of Tax No. RP18NO3E305960 and Tax No. #55 in Govt. Lots 10 and 12 S30 T18N R3E (the "Property"). The eventual owner of the Property will be the Payette Riverwalk Alliance, Inc., an Idaho non- profit corporation ("PRA"). The acquisition is part of the PLT's Payette River Initiative -Payette River Access Program. Approximately 22 acres of the Property will be acquired by the PLT directly from its owner, the Mountain View Business Center LLC, an Idaho limited liability company, whose address is 3697 Mount Diablo Blvd., Ste 250, Lafayette, Ca., 94549-3604, in a "bargain -sale transaction (the "Mountain View Property"), which property is described in the attached Exhibit B. After the PLT receives title to the Mountain View Property, the Mountain View Property will then be conveyed to the PRA, subject to a regime of permanent, perpetual and irrevocable conservation deed restrictions to be placed on the Mountain View Property by the PLT. The bargain and sale price for the Mountain View Property has been set at $175,000. Lot Grant No. 21-17, in the amount of $50,000, will be used by PLT to consummate this acquisition. The required balance of $125,000 has been collected by PLT in donations and is available for immediate distribution. An adjoining additional approximately 22 acres is owned by Gems of the Pines LLC (the "Gems Property"), which property is described in the attached Exhibit C. Gems will grant a permanent, perpetual and irrevocable Conservation Easement to the Gems Property to the PLT. Gems will then bargain -sell its property to the PRA, subject to the Conservation Easement. The PLT has acted as the funding agent for the PRA on the acquisition of the Gems Property. The bargain and sale price for the Gems Property has been set at $175,000. Lot Grant No. 22-27, in the amount of $75,000, will be used by PLT to consummate the PRA's acquisition of the Gems Property. The required balance of $100,000 has been collected by PLT in donations and is available for immediate distribution. Because this transaction will close prior to the distribution of the LOT Grant 22-27 funds, PLT has acquired an interest free bridge loan in the amount of $75,000 to consummate the transaction. This bridge loan will be repaid from the LOT Grant 22-27 funds. The City desires to assure, and the PLT is prepared to guaranty, as a condition of both LOT Grants, that the public will, in perpetuity, have a right of access across the Property to and along the Payette River. The parties desire to memorialize their agreement. Agreement Regarding LOT Funding 1 2021-12-15 AGREEMENT 1. PLT shall include in the permanent, perpetual and irrevocable deed restrictions which it places on the Mountain View Property a covenant guarantying to the public a right of access across the Mountain View Property to and along the Payette River during daylight hours. Such covenant shall be placed of record on the Mountain View Property prior to closing of the transfer of the Property to PRA, but in no event later than February 1, 2022. A draft of the proposed covenant which will be included in the Conservation Easement is attached as Exhibit A (the "Covenant"). 2. PLT shall include the Covenant in a permanent, perpetual and irrevocable Conservation Easement to be granted by Gems to PLT to the Gems Property. Such Conservation Easement shall be placed of record on the Gems Property prior to disbursement by the City of LOT Grant 22-27. 3. Prior to conveying the Mountain View Property to the PRA, the PLT shall provide the proposed conservation deed restrictions, including the Covenant, to the McCall City Manager for confirmation of compliance with the terms of this Agreement. The PLT shall provide the City Manager with a copy of the recorded conservation deed restrictions placed on the Mountain View Property. 4. Prior to recording the Conservation Easement to the Gems Property, the PLT shall provide the proposed Conservation Easement, including the Covenant, to the McCall City Manager for confirmation of compliance with the terms of this Agreement. The PLT shall provide the City Manager with a copy of the recorded Conservation Easement. 5. Distribution by the City of funds under either of the LOT Grants shall be contingent on the City Attorney's review and approval of the Purchase and Sale Agreements, Deeds and Title Insurance Commitments for the Properties, Assuming that such contingency is satisfied, and that the PLT has complied with all other requirements of this Agreement: (a) the LOT Grant 21-17 shall be distributed upon execution of all closing documents required to consummate the acquisition by PLT of the Mountain View Property; and, (b) the LOT Grant 22-27 will be distributed when funds become available. 6. In the event that the PLT fails to comply with any of the terms of this Agreement and does not correct such non-compliance within thirty (30) days after receiving notice thereof from the City, the PLT shall be in default of this Agreement and the City shall be entitled to pursue any remedy available at law, including but not limited to specific performance or damages equal to the amount of the LOT funding, together with interest at the statutorily allowable rate. 7. In the event that a dispute arises regarding the meaning, enforcement or breach of this Agreement which results in the filing of a judicial action, the prevailing party in such dispute shall be entitled to recover its attorney's fees and costs incurred, including costs and attorney's fees incurred on appeal. 8. This Agreement may be modified only by means of a subsequently executed and acknowledged written agreement. 9. Any notice which a party may desire to give to another party must be in writing and may be given by personal delivery, by mailing the same by registered or certified mail, return receipt Agreement Regarding LOT Funding 2 2021-12-15 requested postage prepaid, or by Federal Express or other reputable overnight delivery service, to the party to whom the notice is directed at the address of such party set forth below: McCall: City Clerk City of McCall 216 East Park McCall, Idaho 83638 PLT: Payette Land Trust 309 E. Lake St. McCall, ID 83638 or such other addresses and to such other persons as the parties may hereafter designate in writing to the other parties. Any such notice shall be deemed given upon delivery if by personal delivery, upon deposit in the United States mail, if sent by mail pursuant to the foregoing. 10. If any term, provision, commitment or restriction of this Agreement or the application thereof to any party or circumstances shall, to any extent be held invalid or unenforceable, the remainder of this instrument shall remain in full force and effect. 11. A waiver by City of any default by Owner of any one or more of the covenants or conditions hereof shall apply solely to the breach waived and shall not bar any other rights or remedies of City or apply to any subsequent breach of any covenants or conditions. IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be executed, effective the date of the signature of the last party to sign below. PAYET , : LA D RUST By: Rick Fereday, Presid STATE OF IDAHO, ) (ss. County of Valley. ) On this of day of UeeewiI_ I , 2022, before me, Eessl ezo LdalrieK, a Notary Public in and for said State, personally appeared Rick Fereday, known or identified to me to be the President of the corporation that executed the instrument or the person who executed the instrument on behalf of said corporation, and acknowledged to me that such corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year in this certificate first above written. 1 BE$$aEJO WA&ia COMM NO. 52467 NOTARY PUBLIC STATE OF IDAHO MY COMMISSION EXPIRES: JULY N. a Agreement Regarding LOT Funding NOTARY PIC FOAHO 3 2021-12-15 CITY Robert S. Giles, Mayor, City of McCall STATE OF IDAHO, (ss County of Valley ATTEST: BessieJo Wagny , cCall C. (Clerk 'ZoZ' On this 22. day of De,bet' , 2022, before me, a,cok,‘A Us° n , a Notary Public in and for said State, personally appeared Robert S. Giles and BessieJo Wagner, known or identified to me to be the Mayor and the City Clerk of the City of McCall, ID, respectively, the Idaho municipal corporation that executed the instrument or the person that executed the instrument on of behalf of said municipal corporation, and the person who attested the Mayor's signature to the instrument, and acknowledged to me that such municipal corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year in this certificate first above written. 11 SARAH EDSON NOTARY PUBLIC - STATE OF IDAHO fI COMMISSION NUMBER 20200108 MY COMMISSION EXPIRES 1-10-2026 NO IC FOR AHO Agreement Regarding LOT Funding 4 2021-12-15 EXHIBIT A TO AGREEMENT GENERAL PUBLIC USE. The grant of this Easement is not intended to create or to establish any right of public ownership of the Property. It does not give the public any right to conduct any other activities on or from the property inconsistent with the terms of the Easement, nor to stray from the Property onto any adjoining property. Notwithstanding the above: a. The public shall have the right of entry onto and across the Property to and along the Payette River during the daylight hours If the PLT or Property Owner desire to restrict the public access to designated trails and areas, it shall do so only after a Plan showing the proposed trails and areas and the associated signage has been approved by the McCall City Manager or the McCall City Council. b. The Property owner and the PLT shall have the right to periodically establish and post Rules of Use of the Property which are reasonably necessary to protect the Conservation Values but which do not exclude or preclude public access as aforesaid. c. The Property owner and the PLT shall have the right to close public access to the Property for a period of not to exceed a cumulative total of thirty (30) days during any calendar year if deemed by PLT or the Property Owner to be reasonably necessary for public safety, to prevent imminent damage to the Conservation Values or in the case of emergencies; provided that written notice of the closure is provided to the McCall City Manager not less than seven (7) days after the closure. Any other closures shall require the prior approval of the McCall City Manager or McCall City Council. Closures which receive the prior approval of the McCall City Manager or McCall City Council shall not count against the thirty (30) day allowance contained above in this Sub -section c. d. The Landowner shall place such signage on the Property as is reasonably necessary to advise the public as to its access rights as described above. Prior to posting on the Property, such signage shall be provided to the McCall City Manager for review and approval by the McCall City Manager or the McCall City Council. Any changes to the signage or additional signage which restrict public access shall require the prior approval of the McCall City Manager or the McCall City Council. e. The aforesaid covenants shall not be altered or modified without the prior written consent of the McCall City Manager or the McCall City Council. f. Any request for approval from the PLT or the Property Owner in accordance with the aforesaid covenants shall be in writing and shall be delivered to the McCall City Manager. If no response is received from the City of McCall within thirty (30) days after delivery of the request to the City Manager, the request shall be deemed approved by the City. EXHIBIT B AR ftk SKIFTUN LAND SURVEYING, INC. LOTS -BOUNDARY - TOPOGRAPHY - ALTA SUBDIVISIONS - CONSTRUCTION - FLOOD DATA Working hard to protect your property investment! August 17, 2020 Page 1 of 2 GEMS OF THE PINES, LLC MOUNTAIN VIEW BUSINESS CENTER, LLC PARCEL 2 Government Lots Yo and 12, and the SEI/4 SW1/4 Section 30, T..18 N., R. 3 E., B.M., Valley County, Idaho 2o.358 Acres A parcel of land situate in Government Lots 10 and 12, and the SE1/4 SW1/4 of Section 30, T. 18 N., R. 3 E., B.M., Valley County, Idaho, lying over a portion of Parcel No. RP 18NO3E307946, owned by Gems of the Pines, LLC, and Mountain View Business Center, LLC, as shown on that particular Warranty Deed, recorded as Instrument No. 426594, in the Office of the Recorder of Valley County, Idaho, more particularly described as follows: Commencing at an aluminum cap marking the Section Corner common to Sections 29, 30, 31, and 32, T. 18 N., R. 3 E., B.M., Valley County, Idaho, as shown on that particular Record of Survey, recorded as Instrument No. 429001, on file in Book 14, on Page 25 of Surveys, in the Office of the Recorder of Valley County, Idaho; thence, N. 89°50'33" W., 2,655.38 feet along the line common to said Sections 30 and 31, to an aluminum cap marking the Quarter Corner common to said Sections 30 and 31; thence, N. 89°46'42" W., 1,484.14 feet along said section line to a 5/8" rebar marking the Southwest Corner of Lot 1, Payette River Subdivision No. 1, as shown on the official plat thereof recorded as Instrument No. 79827, on file in Book 4, on Page 47 of Plats, in the Office of the Recorder of Valley County, Idaho, to the REAL POINT OF BEGINNING: Thence, N. 89°46'42" W., 557.52 feet along the line common to said Sections 30 and 31, to a 5/8" rebar marking the Meander Corner to said Sections, Thence, continuing N. 89°46'42" W., 4.00 feet along said common line to the Ordinary High Water Mark of the North Fork of the Payette River, Thence, along said Ordinary High Water Mark the following courses: N. 22°53'40" E., 41.63 feet, N. 31°49'09" E., 32.43 feet, N. 20°22'30" E., 74.01 feet, N.12°01'28" E., 46.96 feet, N. 3°48'47" E., 65.70 feet, N. 16°43'47" E., 71.30 feet, N. 28° 10'47" E., 68.90 feet, N. 40°39'47" E., 35.70 feet, Rod M. Skiftun — P.L.S. 9585 13784 Highway 55 McCall, ID 83638 208-634-3696/Fax 208-634-8475 E-mail: rskiftun@ frontiernet.net iG1ST44, 9585 OO 41. S1(tT �/ b.+bu➢ �yf9� W�.x#40115 ypm Gem of the Pines, LLC & Mtn. View Business Center, LLC, Parcel 2, desc., Cont'd. Page 2 of 2 Thence, continuing along said Ordinary High Water Mark the following courses: N. 34°49' 13" W., 57.50 feet, S. 87°39'48" W., 20.80 feet, S. 25°30' 13" E., 31.20 feet, S. 50°01'47" W., 49.30 feet, N. 15°35'13" W., 27.40 feet, N. 42°07'13" W., 77.50 feet, N. 21 °43' 13" W., 43.10 feet, N. 15°26'13" W., 190.80 feet, N. 3°41'13" W., 248.50 feet, N. 19° 13'47" E., 97.17 feet, N. 48°47'45" E., 91.24 feet, N. 24°42'58" E., 55.78 feet, N. 45°07'42" E., 39.94 feet, N. 68°19'03" E., 39.30 feet, N. 56°07'29" E., 135.90 feet, N. 36°24'27" E., 137.87 feet, N. 48°52'52" E., 110.16 feet, Thence, N. 45°33'18" E., 108.82 feet along said Ordinary High Water Mark to a 5/8" rebar, Thence, S. 36°25'32" E., 817.39 feet to a 5/8" rebar marking the angle point on the westerly boundary of Lot 10, said Payette River Subdivision No. 1, Thence, S. 51 °12'00" W., 187.06 feet along the westerly boundary of said subdivision to a 1/2" rebar, Thence, N. 69°14'15" W., 144.87 feet along the westerly boundary of said subdivision to a 1/2" rebar, Thence, S. 22°11'32" W., 399.04 feet along the westerly boundary of said subdivision to a 5/8" rebar, Thence, S. 9°11'52" E., 310.37 feet along the westerly boundary of said subdivision to a 5/8" rebar, Thence, S. 6°42'25" W., 129.43 feet along the westerly boundary of said subdivision to the Point of Beginning, 20.358 acres, more or less. Bearings based on GPS derived State Plane Grid Azimuth, Idaho West Zone (1103). Rod M. Skiftun — P.L.S. 9585 13784 Highway 55 McCall, ID 83638 208-634-3696/Fax 208-634-8475 E-mail: rskiftunPfrontiernet.net EXHIBIT C otk Al .� •_.. SKIFTUNLAND SURVEYING, INC. LOTS -BOUNDARY - TOPOGRAPHY - ALTA SUBDIVISIONS - CONSTRUCTION - FLOOD DATA Working hard to protect your property investment! August 21, 2020 GEMS OF THE PINES, LLC MOUNTAIN VIEW BUSINESS CENTER, LLC PARCEL i Government Lots so and 12, SE1/4 SW-1/4 Section 30, T. 18 N., R. 3 E., B.M., Valley County, Idaho 20.53o Acres Page 1 of 3 A parcel of land situate in Government Lots 8, 10, and 12, and the SE1/4 SWI/4 of Section 30, T. 18 N., R. 3 E., B.M., Valley County, Idaho, lying over a portion of Parcel No. RP18NO3E307946, owned by Gems of the Pines, LLC, and Mountain View Business Center, LLC, as shown on that particular Warranty Deed, recorded as Instrument No. 426594, in the Office of the Recorder of Valley County, Idaho, more particularly described as follows: Commencing at an aluminum cap marking the Section Corner common to Sections 29, 30, 31, and 32, T. 18 N., R. 3 E., B.M., Valley County, Idaho, as shown on that particular Record of Survey, recorded as Instrument No. 429001, on file in Book 14, on Page 25 of Surveys, in the Office of the Recorder of Valley County, Idaho; thence, N. 89°50'33" W., 2,655.38 feet along the line common to said Sections 30 and 31, to an aluminum cap marking the Quarter Corner common to said Sections 30 and 31; thence, N. 89°46'42" W., 1,484.14 feet along said section line to a 5/8" rebar marking the Southwest Corner of Lot 1, Payette River Subdivision No. 1, as shown on the official plat thereof recorded as Instrument No. 79827, on file in book 4, on Page 47 of Plats, in the Office of the Recorder of Valley County, Idaho; thence, N. 6°42'25" E., 129.43 feet along the westerly boundary of said subdivision to a 5/8" rebar; thence, N. 9°11'52" W., 310.37 feet along said westerly subdivision boundary to a 5/8" rebar; thence, N. 22°11'32" E., 399.04 feet along said westerly subdivision boundary to a 'h" rebar; thence, S. 69° 14' 15" E., 144.87 feet along said subdivision boundary; thence, N. 51°12'00" E., 187.06 feet along said subdivision boundary to a 5/8" rebar marking the angle point on the westerly boundary of Lot 10, of said subdivision, the REAL POINT OF BEGINNING: Thence, N. 36°25'32" W., 817.39 feet to the Ordinary High Water Mark of the North Fork of the Payette River, Thence, along said Ordinary High Water Mark the following courses: N. 48°33'02" E., 125.38 feet, N. 70°43'47" E., 113.60 feet, N. 60°41'47" E., 222.00 feet, N. 25°01'47" E., 141.80 feet, N.42°56'47" E., 55.90 feet, N. 64°19'47" E., 45.60 feet, Rod M. Skiftun - P.L.S. 9585 13784 Highway 55 McCall, ID 83638 208-634-3696/Fax 208-634-8475 E-mail: rskiftunPfrontiernet.net 4F,GISTE,Q�,d 9585 9/ Frol 60.OA OFWn4AAn Dec MO 0121 O95,1106117 Gem of the Pines, LLC & Mtn. View Business Center, LLC, Parcel 1, desc., Cont'd. Page 2 of 3 Thence, continuing along said Ordinary High Water Mark the following courses: N75°30'47"E 75.10 feet, S88°27'13"E 152.40 feet, S67°39'13"E 96.50 feet, S78°18'13"E 161.80 feet, S84°45'13"E 117.20 feet, S70°10'13"E 148.38 feet, S86°38'09"E 512.29 feet, S83°22'43"E 243.98 feet, N58°08'04"E 116.03 feet, Thence, N. 49°42'31" E., 302.23 feet along said Ordinary High Water Mark to a 1/2" rebar marking the Northwest Corner of Lot 27, Payette River Subdivision No. 2, as shown on the official plat thereof recorded as Instrument No. 132271, on file in Book 7, on Page 92 of Plats, in the Office of the Recorder of Valley County, Idaho, Thence, S. 19°59'34" E., 410.02 feet along the westerly boundary of said subdivision to a 5/8" rebar on the northerly right-of-way of Moonridge Drive, marking the Corner common to Lots 28 and 29, of said subdivision, Thence, S. 77°32'32" W., 34.98 feet along said northerly right-of-way to a 5/8" rebar, Thence, 119.06 feet along said northerly right-of-way on a curve to the left, whose radius is 437.84 feet, delta angle is 15°34'51", and whose long chord bears S. 69°45'06" W., 118.70 feet to a 5/8" rebar, Thence, S. 61°57'41" W., 16.87 feet along said northerly right-of-way to a 5/8" rebar, Thence, 30.48 feet along said northerly right-of-way on a curve to the right, whose radius is 180.00 feet, delta angle is 9°42'08", and whose long chord bears S. 66°48'45" W., 30.44 feet to a 5/8" rebar, Thence, S. 71°39'50" W., 136.77 feet along said northerly right-of-way to a 5/8" rebar, Thence, 70.54 feet along said northerly right-of-way on a curve to the right, whose radius is 435.00 feet, delta angle is 9°17'29", and whose long chord bears S. 76°18'34" W., 70.46 feet to a 5/8" rebar, Thence, N. 29°49'56" W., 44.48 feet to a 5/8" rebar, Thence, 85.34 feet along said northerly right-of-way on a non -tangent curve to the right, whose radius is 255.58 feet, delta angle is 19°07'54", and whose long chord bears N. 69°48'05" E., 84.94 feet to a 5/8" rebar, Thence, N. 79°51'57" E., 122.88 feet to a 5/8" rebar, Thence, N. 67°44'47" W., 156.26 feet to a 5/8" rebar, Thence, N. 73°29'22" W., 135.89 feet to a 1/2" rebar, Thence, N. 82°48'47" W., 25.11 feet to a 1/2" rebar marking the North Corner common to Lots 28 and 29, First Amended Plat of Payette River Subdivision No. 1, as shown on the official plat thereof, recorded as Instrument No. 235184, on file in Book 8, on Page 101 of Plats, in the Office of the Recorder of Valley County, Idaho, Rod M. Skiftun - P.L.S. 9585 13784 Highway 55 McCall, ID 83638 208-634-3696/Fax 208-634-8475 E-mail: rskiftunPfrontiernet.net Gem of the Pines, LLC & Mtn. View Business Center, LLC, Parcel 1, desc., Cont'd. Page 3 of 3 Thence, N. 82°01'48" W., 143.86 feet to a 1/2" rebar marking the North Corner common to Lot 28 of said First Amended Subdivision and Lot 27, of said Payette River Subdivision No. 1, Thence, S. 87°59'41" W., 697.27 feet to a 1/2" rebar marking the Northwest Corner of Lot 22, of said Payette River Subdivision No. 1, Thence, S. 13°38'52" W., 282.36 feet to a 5/8" rebar marking the angle point on the westerly boundary of Lot 19, of said subdivision, Thence, S. 56°46'04" W., 467.02 feet to a 5/8" rebar marking the angle point on the westerly boundary of Lot 14, of said subdivision, Thence, S. 33°07'13" W., 359.21 feet to the Point of Beginning, 20.530 acres, more or less. EXCEPTING THEREFROM THE FOLLOWING WELL PARCEL: A parcel of land situate in Government Lot 8, Section 30, T. 18 N., R. 3 E., B.M., Valley County, Idaho, more particularly described as follows: Commencing at a 5/8" rebar on the northerly right-of-way of Moonridge Drive, marking the South Corner common to Lots 28 and 29, Payette River Subdivision No. 2, as shown on the official plat thereof recorded as Instrument No. 132271, on file in Book 7, on Page 92 of Plats, in the Office of the Recorder of Valley County, Idaho; thence, N. 66°57'37" W., 349.88 feet to the POINT OF BEGINNING: Thence, S. 82°16'47" W., 10.00 feet, Thence, N. 7°43'13" W., 10.00 feet, Thence, N. 82°16'47" E., 10.00 feet, Thence, S. 7°43'13" E., 10.00 feet to the Point of Beginning, containing 0.002 acres, more or less. Bearings based on GPS derived State Plane Grid Azimuth, Idaho West Zone (1103). Rod M. Skiftun — P.L.S. 9585 13784 Highway 55 McCall, ID 83638 208-634-3696/Fax 208-634-8475 E-mail: rskiftun@frontiernet.net 1 PAYETTE RII1ERWALK PROJECT AGREEMENT THIS AGREEMENT is entered into effective this day of_f ,�2 w /Z�/ , 2022., between the Payette Land Trust,.Inc. a non-profit Idaho corporation (hereafterTI T-nor "Seller"), and the Payette RiverwalkAlliance, Inc.a non-profit Idaho corporation. (hereafter ".PRA" or"Buyer"); WITNESSETH : WHEREAS;.PLT is a.501 :(c) 3`non-profit Idaho corporation established to protect open space and promote conservation.values;;and WHEREAS, PIRA is-a 501 (c) 3 non-profit Idaho corporation established to purchase property and secure conservation easements.along the North Fork of the Payette River,,having the goals to: a. 'Ensure that the surrounding community can enjoy this unique river through responsible public access. b. Promote and raise funds for the Alliance to purchase property and perform reclamation and maintenance under conservation easement and/or'best management practices.. c. Work with private landowners to secure conservation easements. d. Protect,the, river and its floodplain from development. e.. 'Protect wildlife and:fishery habitat.: f', Enhance the community's quality of life by fostering'non-motorized recreational experiences along th:e river. g: To operate, maintain or preserve open space corridors: h. To reclaim.damaged ecosystems and provide for property enhancement. i. To work With,private landowners and like-minded organizations.to reach the goals of the corporation,,and WHEREAS, PLT and PRA'have common goals concerning environmental conservation along the North Fork.Payette River; and WHEREAS; PLT and PRA worked collectively to obtain the funding necessary for the acquisition and conservation of adjoining properties along the North Fork of the Payette River, which.are referred to herein:as the'"Gems of the Pines Property,"and the "Mountain View Business Center Property":(collectively the "Properties"); and WHEREAS, PLT agreed to.acquire and hold the Mountain View Business Center Property and to hold collectively raised funds for.the PRA until PRA became a fully registered Idaho Non-Profit; and WHEREAS, PLT has acquired the Mountain View Business Center Property, which-is legally described.in the attached. Exhibit A;. WHEREAS, 'PLT.continues to hold funds earmarked for PRA's acquisition and :conservation of the Gems of the Pines Property and conservation of the Properties; and WHEREAS, PRA has obtained full 501 (c) 3 certification; PLT PRA Agreement,2-22-2M 1 WHEREAS, PLT has agreed to convey the Mountain View Business Center Property and transfer the earmarked funds to the PRA based on the conditions of this Agreement; and, WHEREAS, PRA shall simultaneously close its acquisition of the Gems of the Pines Property NOW, THEREFORE, IN CONSIDERATION OF the mutual promises and undertakings of the parties set forth herein and for other good and valuable consideration, IT IS AGREED: Section 1. Recitals. The foregoing recitals are part of the terms, covenants and conditions of this Agreement, not mere recitals. Section 2. Transfer. The PLT agrees to convey the Mountain View Business Center Property and to transfer the aforesaid earmarked funds held at Idaho First Bank to PRA, less closing costs and title insurance fees, upon the terms, covenants and conditions contained in this Agreement. Separate and apart from PRA's performance of its obligations hereunder, PRA shall not remunerate PLT for the conveyance. Section 3. Transfer Amount. PLT is holding the sum of$207164.56 in earmarked funds which shall be deposited with the Closing Agent(the"Earmarked Funds"). The closing costs and title insurance fees for which PRA is responsible under Section 19 below shall be deducted from the Earmarked Funds, with the balance of the Earmarked Funds hereinafter referred to as the"Transfer Amount". Section 4. Closina. The following provisions shall govern the closing of this transaction: 4.1. Closina and Closina Date. The transfer of the Transfer Amount shall happen on or before February 28, 2022, the Closing Date, or such later date if the parties agree to extend Closing. 4.2. PLT's Obligations at Closing On or before the Closing Date the PLT shall: 4.2.1. Conveyance of Mountain View Business Center Property. Convey the Mountain View Business Center Property to PRA by means of the Special Warranty Deed which is attached as Exhibit A. 4.2.2 Closing Funds. Deliver or cause to be delivered to the PRA a bank cashier's or certified check or other form of guaranteed funds in the amount of the Transfer Amount, contingent on and only after the occurrence of the following: (a) PRA's execution of this Agreement; (b) The aforesaid Special Warranty Deed to the Mountain View Business Center Property being recorded; (c) A Special Warranty Deed conveying the Gems of the Pines Property to PRA being delivered to PRA and recorded; and, PLT-PRA Agreement,2-22-2022 2 (d) PRA executing and causing to be recorded the Grant of Conservation Easement which is attached hereto as Exhibit B. 4.2.3 Other Action. Take such other and further action and deliver such other and further documents as are necessary to close this transaction in accordance with the terms of this Agreement: 4.3. PRA's Obligations at Closing. On or before the Closing Date, the PRA shall: 4.3.1. Execute this Agreement; 4.3.2 Receive and cause to be recorded the Special Warranty Deed to the Gems of the Pines Property; 4.3.3 Receive and cause to recorded the Special Warranty Deed to the Mountain View Business Center Property; 4.3.4 Execute and cause to be recorded the Grant of Conservation Easement which is attached hereto as Exhibit B; and, 4.3.4 Take such other and further action and deliver such other and further documents as are necessary to close this transaction in accordance with the terms of this Agreement. Section 5. Assignment. The PRA's rights and obligations under this ' Agreement shall not be assigned by the PRA to a third party without the prior written consent of the PLT, which consent shall be within the sole and exclusive discretion of the PLT. Section 6. Notice. Any notice or demand given under the terms of this Agreement shall be deemed given and delivered on the date when personally delivered or, if mailed, the date the same is deposited in the United States Mail, in a sealed envelope, by registered or certified mail, return receipt requested; postage prepaid, or sent via a recognized over-night courier service such as Federal Express or United Parcel Service provided that proof of delivery is obtained; and properly addressed as follows: I PLT: PRA: Payette Land Trust, Inc. Payette River Walk Alliance, Inc 309 E. Lake St. 260 Moonridge DR McCall, ID 83638 McCall, ID 83634 The PLT or the PRA may change its above address by a notice in writing delivered to the other party in accordance with the provisions of this Section: i Section 7. Brokerage. Neither PRA nor PLT has used a broker in this transaction. Section 8. Attorney's Fees: In the event that either party to this Agreement shall file suit or action at law or equity to interpret or enforce this Agreement, the prevailing party in such litigation shall be entitled to recover its attorneys fees and costs incurred, including fees and costs incurred on appeal. PLT-PRA Agreement,2-22-2022 3 0 • Section 9. Survival. The terms and provisions hereof, and all instruments and documents referred to herein or contemplated hereby shall survive the closing and the transfer of funds to the PRA and shall remain in force and effect in accordance with their terms. Section 10. Succession. This Agreement shall be binding upon and shall inure to the benefit of the parties, their respective successors and assigns. Section 11. Time is of the Essence. All times provided for in this Agreement or in any other instrument or document referred to herein or contemplated hereby, for the performance of any act will be strictly construed, it being agreed that time is of the essence of this Agreement. Section 12. Construction. Both the PLT and the PRA have been, or have had the opportunity to be, represented by legal counsel in the course of the negotiations for and the preparation of this Agreement. Accordingly, in all cases, the language of this Agreement shall be construed simply, according to its fair meaning, and without presumptions in favor of or against either party regardless of which party caused the preparation of this Agreement. Section 13: Modification. The parties may at any time hereafter modify or amend this Agreement only by means of a subsequently executed written agreement. Section 14, Governing Law. This Agreement shall be governed by the laws of the State of Idaho. Section 15. Severability. If any provision of this Agreement is held to be invalid, illegal, unconscionable or unenforceable in any respect, such shall not affect any other provisions hereof and this Agreement shall be construed as if such invalid, illegal, unconscionable or unenforceable provision had never been included herein, all other terms and provisions remaining effective and in force to the fullest extent permitted by law. Section 16. Entire Agreement. This Agreement and the exhibits attached hereto, and the instruments and documents referred to herein or contemplated hereby, constitute the entire agreement between the parties concerning the subject matter covered hereby. There are no oral or parol agreements existing between the PLT and the PRA relative to the subject matter hereof which are not expressly set forth herein or in the instruments or documents referred to herein or contemplated hereby. This Agreement supersedes all prior agreements, whether oral or written, between the PLT and the PRA relating to the subject matter hereof. Section 17. Counterparts. This Agreement may be executed in any number of counterparts, and once so executed by all parties each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one (1)Agreement. A facsimile of a signature page evidencing the signature of a party(s)to this Agreement shall constitute an original signature(s). I Section 18. Agreement with City of McCall. The parties agree and acknowledge that PRA is acquiring the Gems of the Pines Property and the Mountain View Business Property both subject to the terms of that certain "Agreement Regarding Lot Funding" by and between the PLT and the City of McCall, which was recorded with the Valley County Office of Recorder on December 30, 2021 as Instrument No. 447042. Section 19. Closing Costs and Title Insurance. PRA shall be responsible for payment of all closing costs associated with this transaction. PRA shall procure Title Insurance Policies for the Mountain View Business Center Property and the Gems of the Pines Property. The Policy amount on the Mountain View Business Center Property shall be $175,000. The Policy PLT-PRA Agrccmoid,2-22-2022 4 amount on the Gems of the"Pines.Property shall be the purchase price paid'by PRA to:Gems of the Pines LLC. PLT'shall be-named as an additional insured on.both policies. PRA shall be responsible for the full:cost of the Mountain View.Business Center Property Policy and for its share of the Gems of the Pines.Property Policy (as provided for in the Purchase and Sale Agreement between Gems of the Pines LLC and the PRA)which, together with the closing costs, shall be paid from the Earmarked Funds. N WITNESS WHEREOF:the parties have hereunto executed this Agreement-ft day and year first above written. PLT PRA: PAYETTE LAND TRUST, INC. PAYETTE RIVERWALK ALLIANCE; INC.. i BY: BY: DATED:,Z Z3. DATEDC I I i i I I i I I I i PLT-PRA Avreemew 2-79-7.09? 5 Instrument # 448418 After recordation return to: VALLEY COUNTY,CASCADE,IDAHO 02.28.2022 16:41:12 No.of Pages:5 Steven J.Millemann Recorded for:AMERITITLE-CASCADE DOUGLAS A.MILLER Fee:$15.00 Millemann,Pemberton&Holm,LLP Ex-Officio Recorder Deputy:AMF P.O. Box 1066 Electronically Recorded by Simplifile McCall,Idaho Space above for Recorder's Use SPECIAL WARRANTY DEED For good and valuable consideration, the receipt of which is hereby acknowledged Payette Land Trust,Inc.,an Idaho non-profit corporation,whose addresses 309 E.Lake Street,McCall, Idaho,83638('Grantor'j,grants,bargains,sells,conveys and specially warrants to the Payette Riverwalk Alliance, Inc., an Idaho non-profit corporation,whose addresses P.O.Box 82,New Meadows,D 83654("Grantee'j;and its successors and assigns forever the following described real property(the"Property'): See Exhibit A attached hereto and incorporated herein. SUBJECT TO: taxes and assessments for the year 2022 and all subsequent years, if any; all existing easements, rights-of-way, reservations, restrictions encumbrances and interests of record or otherwise visible on the property; and, any state of facts an accurate survey or inspection of the premises would show (collectively, the "Permitted Exceptions'). This conveyance shall include any and all estate, right, title, interest, appurtenances, tenements and-hereditaments in anywise appertaining to the Property, as well in law as in sty. The Grantor covenants to the Grantee that Grantor is the owner in fee simple of said premises; that the premises are free from encumbrances created. or suffered by the Grantor, excepting the Permitted Exceptions herein set forth, and excepting those of record, and that Grantor will warrant and defend the same from all lawful claims of or through Grantor, but none other. IN ITNESS WHEREOF,the Grantor has executed this instrument on this day of 2- 2022. PAYETTE LAND TRUST,INC. By: Nick Fereday, hrig8enl Special Warranty Deed 1 STATE OF IDAHO, ) (ss. County of Valley. ) On this day of%MGl, ,2022,before me, P � 0� $e ,a Notary Public in and for said State, personally appeared Rick Fereday, known or id ntified to me to the President of the Payette Land Trust and acknowledged to me that such corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal,the day and year in this certificate first above written. �o�aatuoo��pa�ei ASPA°E �V/// NOTARY PUBLIC FOk IDAHO Qs` My Commission Expires: to toME �3 C�M��`�62p23 M'� Sfr . gyp\RE gyp;$: 7 II I Special Warranty Deed 2 I EXHIBIT "A" 528607AM Parcel 1: A parcel of land situate in Government Lots 10 and 12, and the SE 1/4 SW 1/4 of Section 30, T. 18 N., R. 3 E., B.M., Valley County, Idaho, lying over a portion of Parcel No. RP18NO3E307946, as described in that particular Warranty Deed, recorded as Instrument No. 426594, in the Office of the Recorder of Valley County, Idaho, more particularly described as follows: j Commencing at an aluminum cap marking the Section Corner common to Sections 29, 30, 31,, and 32, T. 18 N., R. 3 E., B.M., Valley County, Idaho, as shown on that particular Record of Survey, recorded as Instrument No. 429001, on file in Book 14, on Page 25 of Surveys, in the Office of the Recorder of Valley County, Idaho; thence, N. 89°50'33" W., 2,655.38 feet along the line common to said Sections 30 and 31, to an aluminum cap marking the Quarter Corner common to said Sections 30 and 31; thence, N. 89°4642" W., 1,484.14 feet along said section line to a 5/8" rebar marking the Southwest Corner of Lot 1, Payette River Subdivision No. 1, as shown on the official plat thereof recorded as Instrument No. 79827, on file in Book 4, on Page 47 of Plats, in the Office of the Recorder of Valley County, Idaho, to the REAL POINT OF BEGINNING: Thence, N. 89°4642" W., 557.52 feet along the line common to said Sections 30 and 31, to a 5/8" rebar marking the Meander Corner to said Sections, Thence, continuing N. 89°4642" W., 4.00 feet along said common line to the Ordinary High Water Mark of the North Fork of the Payette River, Thence, along said Ordinary High Water Mark the following courses: N. 22053'40" E., 41.63 feet, N. 31°49'09" E., 32.43 feet, N. 20°2230" E., 74.01 feet, N. 12001'28" E., 46.96 feet, N. 3°4847" E., 65.70 feet, N. 16°4347" E., 71.30 feet, N. 28°10'47" E., 68.90 feet, N. 4003947" E., 35.70 feet, Thence, continuing along said Ordinary High Water Mark the following courses: N. 34°49'13" W., 57.50 feet, S. 87°3948" W., 20.80 feet, S. 25°30'13" E., 31.20 feet, S. 50001'47" W., 49.30 feet, N. 15035'13" W., 27.40 feet, N. 42007'13" W., 77.50 feet, N. 21043'13" W., 43.10 feet, N. 15026'13" W., 190.80 feet, N. 3041'13" W., 248.50 feet, N. 190 13'47" E., 97.17 feet, N. 48°4745" E., 91.24 feet, N. 24042'58" E., 55.78 feet, N. 45°07'42" E., 39.94 feet, N. 680 19'03" E., 39.30 feet, N. 56°0729" E., 135.90 feet N. 3602427" E., 137.87 feet, N. 48°52'52" E., 110.16 feet, Thence, N. 45°33'18" E., 108.82 feet along said Ordinary High Water Mark to a 5/8" rebar, Thence, S. 3602532" E., 817.39 feet to a 5/8" rebar marking the angle point on the westerly boundary of Lot 10, said Payette River Subdivision No. 1, Thence, S. 51°12'00" W., 187.06 feet along the westerly boundary of said subdivision to a 1/2" rebar, Thence, N. 69°14'15" W., 144.87 feet along the westerly boundary of said subdivision to a 1/2" rebar, Thence, S. 22°11'32" W., 399.04 feet along the westerly boundary of said subdivision to a 5/8" rebar, Thence, S. 9°11'52" E., 310.37 feet along the westerly boundary of said subdivision to a 5/8" rebar, Thence, S. 6°4225" W., 129.43 feet along the westerly boundary of said subdivision to the Point of Beginning. I Bearings based on GPS derived State Plane Grid Azimuth, Idaho West Zone (1103). Parcel 2: An Ingress-Egress Easement, situate in Government Lots 8 and 10 of Section 30, T. 18 N., R. 3 E., B.M., Valley County, Idaho, lying over a portion of Parcel No. RP18NO3E307946, owned by Gems of the Pines, LLC, and Mountain View Business Center, LLC, as shown on that particular Warranty Deed, recorded as Instrument No. 426594, in the Office of the Recorder of Valley County, Idaho, more particularly described as follows: Commencing at a 5/8" rebar on the northerly right-of-way of Moon Ridge Drive, marking the South Corner common to Lots 28 and 29, Payette River Subdivision No. 2, as shown'on the official plat thereof on file in Book 7, on Page 92 of Plats, in the Office of the Recorder of Valley County, Idaho; thence, S. 77°3232" W., 34.98 feet along said northerly right-of-way; thence 79.09 feet along said northerly right-of-way on a curve to the left, whose radius is 437.84 feet, delta angle is 1002 V01", and whose long chord bears S. 72°22'01" W., 78.99 feet to a 5/8" rebar, the REAL POINT OF BEGINNING: Thence, 39.97 feet along said northerly-right-of-way on a curve to the left, whose radius is 437.84 feet, delta angle is 5°13'50", and whose long chord bears S. 64°3436" W., 39.96 feet, Thence, N. 66°46'08" W., 295.90 feet, Thence, N. 82°3839" W., 282.18 feet, Thence, S. 87°5649" W., 386.93 feet, Thence, S. 87°51'44" W., 390.91 feet, Thence, S. 87°43'04", W., 258.84 feet, Thence, S. 63°16'46" W., 334.35 feet, Thence, S. 72'23'15" W., 38.77 feet, Thence, S. 49°19'43" W., 189.53 feet, Thence, S. 0°0738" E., 87.05 feet, Thence, S. 11°32'54" W., 143.51 feet, Thence, N. 36°2532" W., 40.39 feet, Thence, N. 11'32'54" E., 113.41 feet, Thence, N. 0°0738" W., 61.86 feet, Thence, S. 54°31`54" W., 120.88 feet, Thence, N. 36°2532" W., 30.00 feet, Thence, N. 54°31`54" E., 149.73 feet, Thence, N. 49°19'43" E., 195.76 feet, Thence, N. 57*01'47" E., 89.55 feet, Thence, N. 63°16'46" E., 233.53 feet, Thence, N. 76°30'24" E., 65.55 feet, Thence, N. 87°43'04" E., 265.38 feet, Thence, N. 87°51'44" E., 390.97 feet, Thence, N. 87°5649" E., 389.42 feet, Thence, S. 82°3839" E., 288.83 feet, Thence, S.- 66'4549" E.; 326_48,feet to the.Point of Beginning... Bearings based on GPS derived State Plane Grid Azimuth, Idaho West Zone (1103). i Ii I . Instrument # 446792 XALLEY COUNTY,CASCADE,IDAHO __ 12.20.2021 10:64:17 No.of Pages:6 Recorded for:AMERITITLE-PAYETTE DOUGLAS A.MILLER Fee:$16.00 Ex-officio Recorder Deputy:AMF Electronically Recorded by Simplifile After recordation, return to: Steven J. Millemann Millemann,Pittenger&Pemberton, LLP PO Box 1066 McCall,Idaho Space above for Recorder's Use SPECIAL WARRANTY DEED For good and valuable consideration,the receipt of which is hereby acknowledged, Mountain View Business Center,LLC,an Idaho limited liability company whose address is 3697 Mount Diablo Blvd., Ste 250,Lafayette,Ca.,94549("Grantor"),grants, bargains, sells,conveys and specially warrants to the Payette Land Trust, an Idaho non-profit corporation,whose address is 309 E.Lake Street,McCall,Idaho,83638 ("Grantee"),and its successors and assigns forever the following described real property: See Exhibit attached hereto and incorporated herein. SUBJECT TO: taxes and assessments for the year 2021 and all subsequent years, if any; all existing easements, rights-of-way, reservations, restrictions encumbrances and interests of record; and, any state of facts an accurate survey or inspection of the premises would show(collectively, the"Permitted Exceptions"). This conveyance shall include any and all estate, right, title, interest, appurtenances, tenements and hereditaments in anywise appertaining to the property herein described as well in law as in equity. The Grantor covenants to the Grantee that Grantor is the owner in fee simple of said premises; that the premises are free from encumbrances created or suffered by the Grantor, excepting the Permitted Exceptions herein set forth, and excepting those of record, and that Grantor will warrant and defend the same from all lawful claims of or through Grantor, but none other. IN WITNESS WHEREOF,the Grantor has executed this instrument on this day of December,2021. Mountain View Bus- ess Center, LLC By: nald Nahas,Trustee of the Ronald and Mary Nahas Family Trust, Managing i Member ' , LL�Y�,i•cc. STATE OF ) (ss. County of - - --� G On this l� day of December,2021, before me, ,a Notary Public in and for said State, personally appeared Ronald Nahas, known or identified to me to be the Trustee under the Ronald and Mary Nahas Family Trust, dated 09-05-90, and acknowledged to me that he executed the same as Trustee of said Trust,said Trust being Managing Member of the limited liability company Mountain View Business Center, LLC. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year in this certificate first above written. 41 USAAPublic-CaliforniaY ` ' • Notary Public NOTARY PUBLIC FOR Contra Costa County ,jJ ' Commission#2272004 My commission eXplreS: y Comm.Expires Jan 14,2023 i I a 3 1191H)(3 SM,84,89-sou xBa/g69S4?Sq-goz 8£9E8 QI`IIUDo)N 99 xRmg2!H f'RUT o 9�$ 9896 una3nig'ni poll 'aaoi OL'S£`a..Lb,6£o0b'Id 'laa3 06'89"a uLI7,0 I o8Z'Is `1213 0£'I L"a..Lb.£ta9T 'M ! aaa3 0L'S9''a Lb s8 .0'M Iwj 96'9ti'+3„BZ,IOoZrm `ORJ I0'i�L''a AEMOZ'R `10ai wit"Ef nObi£5oZZ'M .sasanov BuTrnollo3 age>Tagy�aaagM tIBrH Aruulprp pigs 8uolu*aouogs '.ranTg aa�a6gd atp3o 31ao3 tproM atla,Io 3Tagy�T ralgM g88rH 6agurpao Dip cq gull uou,uroo pigs Suolu IQgJ 00'b''M o,Zb,9bo68'ICI 8ulnunuoa'aauaI4.1 IsuopaS plus of aauaoJ aapueovi aqj Rul3T,n.trr tegar„8/S g oa I E Prre 0£suoraaag p!vs oT uounuoo gull ST 8uolu Iaal ZS'LSS"M„ -V,9V,6R'R'a0tmgI 9MINMI0I810 IN90a WXH DIP 01'04spl`funOO,tallgA JO.ropaooag aria Io a09J0 aria uT'%g1CIJO Lb a8ea uo'b 3T008 UT 019 uo`LZ86L'0M luaurnalsul se papa000.JOa•raga IUTd lgToTjjo aq}uo umgs sg'I oil uolslnlpgnS.rangy aa}a,Cgd'I jojo aauaoa pomganog aria Sappeta augar„8/S v of gull uopoos plus duv[e Zaa3 bI'b8b`i `'M„Zb,9ba68 'hi`a0uvig`{E png pE svolloaS ptgs�aourutcro.[auaoJ aaalgnjj age Fur�jasut duo umulmnju uu oa`I£puu of suopoaS pies o;uoururoo awl ag18uoIv aaa3 8E'959'Z''M„£E,09068-N.faauaq; !otlupI`,tluno[),ialTBASO.►apraoag atp,Io aoiXo atp uI'sAoAanS jo SZ a8ad uo`f l 310o9 ul all;uo'T006Zb ,ON luouniMul ss I»p.tooax`,tananS3o prooaZTagTrtolaaedimp uo unnorTs se bgspl', MOD,CoITsA'•yt EI"R E'Id "M 81 '1`ZE pug`I E'O£'6Z suoRoaS oa uouatuoo aauro;)uopgag arp 8ur)lavtu deo runumnlg ug in 8ulauaurruoa :sA%ollol se paglaosop Ala i-anT gd aaow`oggpl'lftunoZ) AallgA Io aap1030a3 aT 3o ODWO aqR uT'b6SM'ON luaurn.nSVI sg papaooar'paaQ,fjueaag'A aulnalaagd asr0 ul P09!.TMP su`9b6L0£;d£ORS I d2I'oM TOWNI o u0410d a aano 2UTAI '01epl'-44unoD AaIIvA`'IN'S''a£"d `'1481 '.L`OE uoiaaaS JO b/ItAS•b/IaS aria Pug'ZI Pug'OI SIo'I;uauruaanop ur eagnals puel3o Iamud y Soap rr ess•ov ottnpj 114unoo RajInd `7At'8 `'3T S'?r`11i Sr;L cos uo.4oaS 'p/rms PAYS ow pun ,:or pun or Sj0T;uauiu.caao jq ar I M'MM Z3o Y aid OZOZ`VI aaquaa;dsg f;uaugsaauj fimocloacranoli zoa uad cu p.rzotl SuR.toAj V.LVCI<TCOU--NO=nUBROO—SNOISIAIQS(1S V.L7V—AHdt OOdGLL—ANVQND09-SLO7 *aNi`omugmws QN"Nawms 1 An.View Business Center,LLC,Parcel 2,dese.,Cont'd. Page 2 of 2 Thence,continuing along said Ordinary High Water Mark the following courses; N. 34-49'13"W.,57.50 feet, S.87°39'48"W.,20.80 feet, S.25°30'13"E.,31.20 feet, S.50-01'47"W.,49.30 feet, N. 15°35113"W.,27.40 feet, N.42°07'13"W.,77.50 feet, N.21°43'13"W.,43.10 feet, N. 15°26'13"W., 190.80 feet, N.3°411I3"W.,248.50 feet, N, 19°13147"E.,97.17 feet, N.48047'45"E.,91.24 feet, N.24°42'58"E.,55.78 feet, N.45°0742"E.,39.94 fact, N.68°19'03"E.,39.30 feet, N.56"0779"E., 135.90 feet, N.36°2427"E., 137.87 feet, N.48°52'52"E., 110.16 feet, Thence,N.45*33'18"R., 109.82 feet along said Ordinary High Water Mark to a 518"rebar, Thence,S.36°25'32"R,817.39 feet to a 518"rebar marldng the angle point on the westerly boundary of Lot 10,said Payette River Subdivision No. 1, Thence,S.51°12'00"W., 187.06 feet along the westerly boundary of said subdivision to a IJ2"rebar, Thence,N.690 14'15"W.,144.87 feet along the westerly boundary of said subdivision to a 1/2"rebar, j Thence,S.22°11'32"W.,399.04 feet along the westerly boundary of said subdivision to a 5/8"rebar, Thence,S.9°1 P52"E.,310.37 feet along the westerly boundary of said subdivision to a 5/8"rebar, Thence,S. 6°42125"W., 129.43 feet along the westerly bouadaty of said subdivision to the Point of Beginning,20.358 acres,more or less. a Bearings based on GPS derived State Plane Grid A2imuth,Idaho West Zone(1103). i { LA�tO .•c RoclM.Slditun—P.L.S.9585 8585 13784 Highway 55 McCall,ID 83638 208-6S4-3696/Fax 208-634-8475 E-mail:r_skiftun0frontiernet.net it, SKI I i SKIFTUN LAND SURVEYING,INC. LOTS-BOUNDARY-770POGRAPHY-ALTA SUBDIVISIONS-CONSTRUCTION-FLOOD DATA Working hard to protect your property investment! August 17,2020 Page I of 2 INGRESS-EGRESS EASEMENT GEM OF THE PINES,LLC and MOUNTAIN VIEW B USINESS CENTER,LLC Situate in Government Lots 8 and xo,Section 3o,T.iS N,R.3 E.,B.M., Valley County,Idaho 1.876 Acres An Ingress-Egress Easement,situate in Government Lots 8 and 10,of Section 30,T. 18 N.,R.3 E., B.M.,Valley County,Idaho,lying over a portion of Parcel No.RP I SN03E307946,owned by Gems of the Pines,LLC,and Mountain View Business Center,LLC,as shown on that particular Warranty Deed, recorded as Instrument No.426594,in the Office of the Recorder of Valley County,Idaho,more particularly i described as follows: Commencing at a Sig"rebar on the northerly right-of-way of Moon Ridge Drive,marking the South Corn ar I corpmon to Lots 28 and 29,Payette River Subdivision No.2,as shown on the official plat thereof on file in Book 7,on Page 92 of Plats,in the Office of the Recorder of Valley County,Idaho;thence,S.77°32'32"W., 34.98 feet along said northerly right-of-way;thence 79.09 feet along said northerly right-of-way on a curve to j the left,whose radius is 437,84 feet,delta angle is I0�21'01",and whose long chord bears S.72�22'01"W., 78.99 feet to a 5/8"rebar,the REAL POINT OF BEGINNING: Thence,39.97 feet along said northerly right-of-way on a curve to the left,whose radius is 437.84 feet, delta angle is 5013'50", and whose long chord bears S.64134'36"W.,39.96 feet, Thence,N.66°46'08"W.,.295.90 feet, Thence,N.82°38'39"W.,282.18 feet, Thence,S.87°56'49"W.,386.93 feet, Thence,S.87051144"W.,390.91 feet, Thence,S.87°43'04"W.,258.84 feet, Thence,S.63016'46"W.,334.35 feet, Thence,S.72°23'15"W.,38.77 feet, Thence,S.49°t9'43"W., 189.53 feet, Thence,S.0°07'38"E.,87.05 feet, Thence,S. 11*32'54"W., 143.51 feet, Thence,N.36125'32"W.,40.39 feet, Thence,N. 1192'54"E., 1 i3.41 feet, Thence,N.0°07'38"W.,61.86 feet, Thence,S.54131'54"W., 120.88 feet, I ' 9�AL LANp f �gg618T �bmG,p4 i ' Rod M.Skiftun-P.L S.9585 a 9585 x t 13784 Highway 55 McCall,ID 83638 208-634-3696/1<ax 208-634-84759 E-mail:rskiftun(@-frontiernet.net t _ EXHIBIT Access Easement,Gems of the Pines,LLC&Mtn.View Business Park,LLC,cont'd Page 2 of 2 Thence,N.36°25'32"W.,30.00 feet, Thence,N.549 P54"E., 149.73 feet, Thence,N.49'19'43"E., 195.76 feet, Thence,N.5701'47"E.,89.55 feet, Thence,N.63*16'46"E.,233,53 feet, Thence,N.76°30'24"E.,65.55 feet, Thence,N.87°43'04"E.,265.38 feet, Thence,N.87°51'44"E.,390.97 feet, Thence,N.87°56'49"E.,389.42 feet, Thence,S.82'38'39"E.,288.83 feet, Thence,S.66°45'49"E.,326.48 feet to the Point of Beginning, 1.876 acres,more or less. Bearings based on GPS derived State Plane Grid Azimuth,Idaho West Zone(1103). I I 1 i i s I s 1 I I k 1 `DEAL L4N�S �w�9 QAtST��p�d G�,a Rod M.Skiftun—P.L.S.9585 a 8585 13784 Highway 55 McCall,ID 83638 j 208-634-3696/Fax 208-634-8475 E-mail:rskiftunWrontiernet.net k. gK1 ' I t I F 4 u� uroti", -Y, OUR When,recorded,return to: arsi33 tile nuii(ic by I I LLI ;lei viru-IRT Ff GRANT OF CONSERVATION EASEMENT Payette Riverwalk alliance-Mountain-View Property Conservation Easement THIS GRANT OF CONSERVATION EASEMENT�'Qrant"),1.5 made effective as of this day of FtjgW ,IQ`("Effeetive Date"),by aiid'between PAYETTE RIVERWAILK ALLIANCE,.INC.,an Idaho non-profit corporation,whose address is 260 Moonridge Dr,McCall, ID 83638 ("Grantor"), and PAY,ETTE LAND TRUST,.INC., an Idaho non. -profit corporation,whose principat address is 309 E.-Lake Street, McCall, Idaho, 83638 ("PLT").. Grantor r and PLT may sometimes be,referred to herein individually as a"Party"or collectively as the"Parties." The:following exhibits are attached to and incorporated into this Grant: Exhibit A: Legal Descriptioh of the Property; Exhibit B.- Map of the Property; Exhibit C. Permitted Uses of the Property- Exhibit D.. Prohibited Uses of themProperty; Exhibit E. Title;Excemions,- PAYETTE RIVERWALKIMT.VIEW CONSERVATION EASEMENT 2022-0.2-25 Page 1 i When recorded,return to: Instrument#448419 VALLEY COUNTY,CASCADE,IDAHO 02.28Z22 18:41:12 No.of Pages:27 Recorded for:AMEWITLE-CASCADE DOUGLAS A.MILLER Fee:IBM Exa=ia Recorder Deputy:AMF Electronically Recorded by Sho to I i GRANT OF CONSERVATION EASEMENT Payette Riverwalk Alliance-Mountain View Property Conservation Easement THIS GRANT OF CONSERVATION EASEMENT("Granf')is made effective as of this � �'�• day of R arti",202?s C Effective Date"),by and between PAYETTE RIVERWALK ALLIANCE,INC.,an Idaho non-profit corporation,whose address is 260 Moonridge Dr.,McCall,ID 83638 ("Grantor'),and PAYETTE LAND TRUST,INC.,an Idaho non-profit corporation,whose principal address is 309 E.Lake Street,McCall,Idaho,83638 ("PLT").Grantor and PLT may sometimes be referred to herein individually as a"Party"or collectively as the"Parties" The following exhibits are attached to and incorporated into this Grant: Exhibit A: Legal Description of the Property; Exhibit B: Map of the Property; Exhibit C: Permitted Uses of the Property; Exhibit D: Prohibited Uses of the Property; Exhibit E: Title Exceptions; I i I PAY=RIVERWALK MT.VIEW CONSERVATION EASEWW 2022-02-25 page i RECITALS A. Grantor owns real property in Valley County, Idaho,consisting of approximately 20.35 acres,which is described in Exhibit A and shown for reference purposes on the Property Map attached as Exhibit B,together with all appurtenances thereto, including,without limitation, all minerals and mineral rights and water and water rights, if any,save and except only the rights and interests that are identified as title exceptions("Title Exceptions")on the attached Exhibit E (collectively,the"Property"). B. As fee owner of the Property,Grantor possesses the affirmative right to identify,preserve, and protect the existing natural features and values of the Property. C. In accordance with the Idaho Uniform Conservation Easement Act(the"Act"),the Property possesses significant values,including,but not limited to natural features, scenic views, open space, and hydrologic, ecological, scientific and agricultural values that are all of great importance to Grantor,the PLT, and the people of the State of Idaho. The particular conservation values to be preserved and protected under this Grant include,without limitation,the North Fork of the Payette River(the"River") and its tributaries,including water quality, stream hydrology and spawning and rearing habitat for resident fish;riparian and wetland ecosystems and associated hydrologic function and native flora and fauna; significant habitat that contributes to a biologically diverse ecosystem supporting a variety of wildlife,including,but not limited to elk,deer,bear,river otter,weasels,bobcats, eagles,osprey,hawks,grouse, sandhill crane and other migratory waterfowl and birds; important large mammal wintering habitat and migration corridors; and, open space along the River corridor(collectively,the"Conservation Values"). Grantor desires to preserve and to protect the Conservation Values as specifically provided by the terms and conditions of this Grant. D. As of the Effective Date of this Grant, PLT is a nonprofit corporation incorporated under the laws of the State of Idaho as a tax-exempt public charity described in Sections 501(c)(3)and 509(a)(1)of the Internal Revenue Code, organized to protect and conserve natural areas and ecologically significant land for scientific, charitable, and educational purposes; is a"qualified organization"within the provisions of Section 170(h) of the Internal Revenue Code, qualified to acquire and hold conservation easements; and is a qualified"holder"under the Act. E. Grantor desires to convey to PLT and PLT desires to obtain from Grantor a conservation easement that in perpetuity limits or restricts certain uses of the Property and that grants rights to PLT to identify,monitor,preserve,protect and, in the event of their degradation or destruction, restore the Conservation Values. PAYETTE RIVERWALK MT.VIEW CONSERVATION EASEMENT 2022-02-25 page 2 i I GRANT OF CONSERVATION EASEMENT NOW THEREFORE, in consideration of the recitals set forth above, and the mutual covenants,terms,conditions, and restrictions contained in this document and other valuable consideration,the receipt and sufficiency of which are hereby acknowledged, and pursuant to the Act, Grantor voluntarily grants and conveys to PLT,and its successors and assigns, and PLT hereby accepts, a perpetual conservation easement in,on,over, and across the Property, subject to the terms and conditions set forth in this Grant, limiting forever certain uses that may be made of the Property-and granting PLT certain specific rights in the Property(the"Conservation Easement"). Grantor and PLT further agree as follows: 1. PURPOSES. The purposes of this Grant and the Conservation Easement created herein are to preserve and protect in perpetuity, and, in the event of their degradation or destruction,to enhance and restore,the significant features and Conservation Values of the Property in the manner and as specifically provided by the terms and conditions of this Grant. 2. BASELINE EASEMENT DOCUMENTATION REPORT. The Parties acknowledge that a Baseline Easement Documentation Report of the Property(the"Report"),dated February 28th,2022,has been prepared and approved by PLT. 3. PLT'S RIGHTS.The rights and interests that are granted and conveyed to PLT by this Grant include the following: A. Preserve and Protect. PLT may identify,monitor,preserve,protect and,in the event of their degradation or destruction, restore the Conservation Values,to the extent provided by, and as allowed by,the specific terms of this Grant. B. Entry and Access Rights. By this Grant, PLT is granted rights of access to enter upon the Property,using appurtenant easements and rights of way as necessary, and may enter upon the Property at reasonable times in order to monitor compliance with and otherwise enforce the terms of this Grant. Except in cases in which PLT reasonably determines that immediate entry is required to prevent,terminate, or mitigate a violation of the Grant, such entry will be made only after giving notice to Grantor at least twenty-four(24)hours in advance of such entry, as described in Paragraph 13.A. In any event, in the exercise of the entry and access rights granted herein,PLT shall neither unreasonably interfere with Grantor's use and quiet enjoyment of the Property,nor disturb the Property. 4. GENERAL PUBLIC USE. The grant of this Easement is not intended to create or to establish any right of public ownership of the Property. It does not give the public any right to conduct anyother activities on or from the property inconsistent with the terms of the Easement, nor to stray from the Property onto any adjoining property.Notwithstanding the above: A. The public shall have the right of entry onto and across the Property to and along the Payette River during the daylight hours If the PLT or Property Owner desire to restrict the public access to designated trails and areas, it shall do so only after a Plan showing the proposed PAYETTE RIVERWALK MT.VIEW CONSERVATION EASEMENT 2022-02-25 page 3 trails and areas and the associated signage has been approved by the McCall City Manager or the McCall City Council. B. The Property owner and the PLT shall have the right to periodically establish and post Rules of Use of the Property which are reasonably necessary to protect the Conservation Values,but which do not exclude or preclude public access as aforesaid. C. The Property owner and the PLT shall have the right to close public access to the Property for a period of not to exceed a cumulative total of thirty(30)days during any calendar year if deemed by PLT or the Property Owner to be reasonably necessary for public safety,to prevent imminent damage to the Conservation Values or in the case of emergencies;provided that written notice of the closure is provided to the McCall City Manager not more than seven (7)days after the closure.Any other closures shall require the prior approval of the McCall City Manager or McCall City Council.Closures which receive the prior approval of the McCall CityManager or McCall City Council shall not count against the thirty(30)day allowance contained above in this Sub-section c. D. The Landowner shall place such signage on the Property as is reasonably necessary to advise the public as to its access rights as described above.Prior to posting on the Property, such signage shall be provided to the McCall City Manager for review and approval by the McCall City Manager or the McCall City Council. Any changes to the signage or additional signage which restrict public access shall require the prior approval of the McCall City Manager or the McCall City Council. E. The aforesaid covenants shall not be altered or modified without the prior written consentof the McCall City Manager or the McCall City Council. F. Any request for approval from the PLT or the Property Owner in accordance with the aforesaid covenants shall be in writing and shall be delivered to the McCall City Manager. If no response is received from the City of McCall within thirty(30)days after delivery of the requestto the City Manager,the request shall be deemed approved by the City. 5. PERMITTED USES OF THE PROPERTY. Grantor shall be entitled to engage in the uses of the Property that are allowed by the terms and conditions of this Grant. In addition,except as prohibited or otherwise limited by Paragraph 6 and by Exhibit D, Grantor reserves the right to use and enjoy the Property in any manner consistent with the Conservation Values.In that regard, the uses set forth in Exhibit C,though not an exhaustive list of permitted uses, are agreed to be consistent with the Conservation Values and shall not be precluded,prevented, or limited by this Grant, except as follows: (a) as provided in Paragraph 6 and in Exhibit D; and(b)in those instances in which prior approval by PLT is required under this Grant. If any question exists regarding whether certain uses or activities not expressly allowed in Exhibit C or elsewhere in this Grant are permitted,Grantor shall notify PLT in writing in jaccordance with Paragraph D.C. and obtain PLT's written approval,not to be unreasonably withheld,prior to engaging in such practices or activities. PLT shall have a period of sixty(60) days after receipt of Grantor's notice to review and respond to Grantor's request. Permission to PAYETTE RIVERWALK MT.VIEW CONSERVATION EASEMENT 2022-02-25 page 4 carry out, or failure to object to,any proposed use or activity shall not constitute consent to any subsequent use or activity of the same or any different nature. Consent shall not be withheld if (i) the proposed use or activity is reasonably related to a Permitted Use or is reasonably necessary to fully develop or engage in a Permitted Use, and,the proposed use or activity does not materially expand the impacts of the Permitted Use on the Conservation Values;or, (ii)if the proposed use or activity is neither reasonably related to nor reasonably necessary to fully develop or engage in a Permitted Use,the proposed use or activity would not materially impair the Conservation Values. 6. PROHIBITED USES OF THE PROPERTY. Any activity on or use of the Property that is not expressly permitted in Exhibit C or elsewhere in this Grant,or by means of the approval process provided in Paragraph 5 above,is prohibited. In making this Grant,Grantor has considered the possibility that uses prohibited by the terms of this Grant, including those prohibited by Exhibit D,may become more economically valuable than the permitted uses. It is the intent of both Grantor and PLT that any such changes shall not be deemed to be circumstances justifying the termination, extinguishment, or modification of this Grant,except in accordance with Paragraphs 20 and 21 below. In addition,the inability of Grantor,or Grantor's heirs, successors,or assigns, to conduct or implement any or all of the uses permitted under the terms of this Grant, or the unprofitability of doing so, shall not impair the validity of this Grant or be considered grounds for its termination,extinguishment,or modification. 7. REMEDIES, A. Notice of Violation, Corrective Action. i. Violation by Grantor. If PLT becomes aware that a violation of the terms of this Grant has occurred or is threatened to occur,PLT shall give written notice to Grantor of such violation. If Grantor fails to cure the violation within thirty(30)days after receipt of notice from PLT,or under circumstances where the violation cannot reasonably be cured within a thirty(30) day period, fails to begin curing such violation within the thirty(30) day period or fails to continue diligently to cure such violation until finally cured,PLT shall have all remedies available at law or in equity to enforce the terms of this Grant,including,without limitation,the remedy of specific performance,the right to seek a temporary or permanent injunction with respect to such activity to require the restoration of that portion of the Property affected by such activity to the condition that existed prior to the undertaking of such prohibited activity,to pay monetary amounts which,if not paid,could result in extinguishment,modification,non-enforcement or impairment of the Conservation Easement created by this Grant,to recover its costs, expenses and fees incurred in the exercise of these remedies, and/or to recover any additional damages arising from the violation. Grantor agrees that PLT's remedies at law for any violation of the terms of this Grant may be inadequate and that PLT shall be entitled to injunctive relief,both prohibitive and mandatory,in addition to such other relief to which PLT may be entitled, including specific performance of the terms of this Grant. The remedies described in this Paragraph 7 shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity. Furthermore,the provisions of the Act are incorporated into this Grant by this reference,and this Grant shall include all of the rights and remedies set forth therein. B. Costs of Enforcement. In any action, suit or other proceeding undertaken to enforce the provisions of this Grant,the prevailing Party shall be entitled to recover from the non- prevailing Party all reasonable costs and expenses including attorneys' fees, and if such prevailing PAYETTE RIVERWALK MT.VIEW CONSERVATION EASEMENT 2022-02-25 page 5 Party recovers judgment in any action or proceeding,such costs and expenses shall be included as part of the judgment. In addition, any costs of restoration shall be borne by the non-prevailing Party or as determined by the court. C. Emergency Enforcement. If PLT,in its reasonable discretion, determines that circumstances involving a breach of the terms of this Grant require immediate action, or to prevent an imminent breach or extinguishment of the Conservation Easement created by this Grant,PLT may pursue its remedies under this Paragraph 7 upon sending notice in accordance with Para rgranh 13.0 without waiting for the cure period to expire. D. Forbearance. Forbearance by PLT in the exercise of its rights under this Grant in the event of any breach of any term of this Grant shall not be deemed or construed to be a waiver by PLT of any of PLT's rights under this Grant. In no event shall any delay or omission by either party in exercising any right or remedy provided for in this Grant constitute an impairment of or a waiver of such right or remedy. E. Acts Beyond Grantor's Control.Nothing contained in this Grant shall be construed to entitle PLT to bring any action against Grantor for any injury to or change in the Property resulting from causes beyond Grantor's control, including,but not limited to,fire, flood,and storm or earth movement. 8. ASSIGNMENT. PLT may assign this Grant to another qualified land trust only upon receiving prior written approval from Grantor,which approval shall not be unreasonably withheld, denied or delayed, and provided that any such assignment shall be made only to an organization qualified, at the time of assignment, as an eligible donee under the Internal Revenue Code and regulations and as a holder of conservation easements under Idaho statute. In the event of the dissolution of PLT, PLT's rights, title and interest will be assigned only to a public body or to a private non-profit organization that is an organization qualified at the time of assignment to hold conservation easements under the Internal Revenue Code and Idaho statute and that is acceptable to Grantor or approved by a court. 9. RUNNING WITH THE LAND.The terms of this Grant and the Conservation Easement created by this Grant shall burden and run with the Property in perpetuity. Every provision of this Grant that applies to Grantor or to PLT shall also apply forever to their respective agents,heirs, devisees,administrators, employees,personal representatives,lessees, and assigns,and all other successors and shall burden or benefit their right,title and interest in the Property. 10. REPRESENTATIONS AND WARRANTIES. A. State of Title. Grantor represents and warrants that Grantor has good and marketable title to the Property (including all appurtenances thereto,including,without limitation, all minerals and mineral rights and all water and water rights, if any), free and clear of any liens or encumbrances, save and except only the Title Exceptions, and that Grantor has full right and authority to grant this Conservation Easement. Grantor is not aware of any encumbrance to title or other interest in the Property that might cause extinguishment of the Conservation Easement. B. Compliance with Laws. Grantor represents and warrants that Grantor has not received notice of and has no knowledge of any material violation of any federal,state,county, or other governmental or quasi-governmental statute,ordinance,rule,regulation, law,or administrative or judicial order with respect to the Property. PAYETTE RIVERWALK MT.VIEW CONSERVATION EASEMENT 2022-02-25 page 6 i C. No Litigation. Grantor represents and warrants that there is no action, suit,or proceeding that is pending or threatened against the Property or any portion thereof relating to or arising out of the ownership or use of the Property,or any portion thereof, in any court or before or by any federal,state, county,or municipal department;commission,board,bureau, agency,or other governmental instrumentality. D. Authority To Execute Grant. The person or persons executing this Grant on behalf of PLT represent and warrant that the execution of this Grant has been authorized by PLT at a duly noticed meeting of the Board of Directors of PLT held on February 22,2022 .The person or persons executing this Grant on behalf of Grantor represent and warrant that the execution of this Grant has been duly authorized by Grantor and that no other consents or approvals are required to fully effectuate this Grant. E. Environmental Warranty. Grantor warrants that it is in compliance with, and will remain in compliance with, all applicable Environmental Laws (defined in Paragraph 16.E.below). Grantor warrants that there are no notices by any governmental authority of any violation or alleged violation of,any noncompliance or alleged noncompliance with, or any liability under any Environmental Law relating to the operations or conditions of the Property. Grantor further warrants that it has no actual knowledge of a release or threatened release onto or in the Property of Hazardous Materials (defined in Paragraph 16.E, below). Moreover,Grantor hereby promises to hold harmless and indemnify PLT against all litigation,claims, demands,penalties,and damages, including reasonable attorneys' fees, arising from or connected with the release or threatened release of any Hazardous Materials on, at, beneath, or from the Property by Grantor, or arising from or connected with a violation of any Environmental Laws by Grantor. Grantor's indemnification obligation will not be affected by any authorizations provided by PLT to the Grantor with respect to the Property. The above indemnification notwithstanding,PLT shall be solely responsible for any Hazardous Materials contributed after this date to the Property by PLT and,PLT hereby promises to hold harmless and indemnify Grantor against all litigation,claims, demands,penalties,and damages, including reasonable attorneys' fees,arising from or connected with the release or threatened release by PLT or its agents or assigns of any Hazardous Materials on,at,beneath, or from the Property. Grantor further agrees and acknowledges that PLT's stewardship responsibilities shall not include any responsibility regarding the potential or actual release of Hazardous Materials onto or in the Property by anyone other than PLT. Grantor waives as to PLT and releases PLT from-any claim that PLT's stewardship responsibilities include any such responsibility regarding the potential or actual release of Hazardous Materials onto or in the Property; and Grantor indemnifies and agrees to hold PLT harmless regarding any claim which might be asserted against PLT by any person which suggests that PLT's stewardship responsibilities include any responsibility regarding the potential or actual release of Hazardous Materials onto or in the Property. 11. COSTS,LEGAL REQUIREMENTS,AND LIABILITIES. Grantor retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation,upkeep, and maintenance of the Property and agrees that PLT shall have no duty or responsibility for the operation or maintenance of the Property,the monitoring of hazardous conditions on the Property, or the protection of Grantor, the public,or any third parties from risks relating to conditions on the Property. Grantor agrees to pay before delinquency any and all real PAYETTE RIVERWALK MT.VIEW CONSERVATION EASEMENT 2022-02-25 page 7 I property taxes and assessments levied on the Property and agrees that Grantor shall keep PLT's interest in the Property free of any liens, including those arising out of any work performed for, materials$zrnished to,or obligations incurred by Grantor. Grantor shall be solely responsible for any costs related to the maintenance of general liability insurance covering Grantor's acts on the Property. Grantor remains solely responsible for obtaining any applicable governmental permits and approvals for any activity or use reserved by Grantor and permitted by this Grant, and any activity or use shall be undertaken in accordance with all applicable federal, state,and local laws, rules,regulations,and requirements. If more than one person or entity constitutes Grantor,the obligations of each and all of them under this Grant shall be joint and several. 12. GENERAL INDEMNIFICATION.Notwithstanding any other provision of this Grant to the contrary, Grantor shall indemnify and hold harmless PLT, its respective employees, agents, and assigns for any and all liabilities, claims, demands,losses,expenses, damages, fines, fees, penalties, suits,proceedings, actions, and costs of actions, sanctions asserted by or on behalf of any person or governmental authority,to which PLT may be subject or incur relating to the Property, which arise from Grantor's breach of any representation,warranty, covenant,or agreement contained in this Grant, or Grantor's violations of any federal,state,or local laws,including Environmental Laws. 13. NOTICE:APPROVAL. A. Notice for Entrv.Where notice to Grantor of PLT's entry upon the Property is required under this Grant,PLT shall notify any of the persons constituting Grantor or their authorized agents by electronic mail,telephone, in person,or by written notice in the manner described in Paragraph 13.0 prior to such entry and as provided in Paragraph 3.13. B. Approval Request.Whenever approval or consent is required by this Grant,the initiating Party shall give written notice, in the manner described in Paragraph 13.C, and detailed information to the other Party. The receiving Party shall review the proposed activity and notify the initiating Parry within sixty(60) days after receipt of notice of any objections to such activity. Any objections by a Party shall be based upon its opinion that the proposed activity is inconsistent with the terms of this Grant. C. Written Notices.Any written notice called for in this Grant shall be delivered: (1)in person with written acknowledgment of receipt; (2)by certified mail, return receipt requested, postage prepaid; (3)by facsimile with the original deposited with the United States Post office, postage prepaid on the same date as sent by facsimile; or(4)by next-business-day delivery through a reputable overnight courier that guarantees next-business-day delivery and provides a receipt. As a courtesy to Grantor, PLT shall also provide any written notice to Grantor electronically at the e- mail address provided below;however,failure to do so shall not be considered a failure to provide notice under this Grant or a breach by PLT.Notice is deemed to be given(i)upon receipt, if delivered in person; (ii)on the date of delivery noted on the U.S. certified mail receipt; (iii) on the date of delivery by an overnight courier providing a written notice of delivery; or(iv) on the date of written confirmation of transmission if by fax. Notices shall be addressed as follows: i To Grantor: Payette Riverwalk Alliance,Inc. PAYETTE RIVERWALK MT.VIEW CONSERVATION EASEMENT 2022-02-25 page 8 260 Moonridge Dr. McCall,ID 83638 Attu Wesley Keller,President E-mail:president(c-nayetteriverwalk.org To PLT: Payette Land Trust, Inc. Executive Director 309 E. Lake Street McCall, ID 83638 Phone: 208-634-4999 E-mail: craigutter@payettelandtrust.org With copy to: Rick Fereday 309 E. Lake Street McCall, ID 83638 Phone: 208-634-4999 E-mail: rfereday(@,mayhardware.com Either Party may, from time to time,by written notice to the other, designate a different address that shall be substituted for the relevant address or addresses set forth above. 14. SEVERABILITY AND ENFORCEABILITY.The terms of this Grant and the Conservation Easement created hereunder are intended to be perpetual. If any provision or purpose of the Grant or the application thereof to any person or circumstance is found to be invalid, the remainder of the provisions and purposes of the Grant,and the application of such provision or purpose to persons or circumstances other than those as to which it is found to be invalid, shall not be affected thereby. 15. CONDEMNATION. If any legal entity or state or local government proposes to condemn the Property,Grantor shall notify PLT promptly upon receipt of notice of the proposed condemnation and Grantor shall notify the proposed condemning entity.of PLT's interest in the Property. PLT shall be entitled to its proportional share of the condemnation award representing an amount equal to the ratio of the appraised value of the Conservation Easement to the unrestricted fair market value of the Property as that ratio is determined as of the Effective Date. The method of determining proportional share of PLT is stated in Paragraph 20. PLT shall use its share of such proceeds in a manner consistent with the Conservation Values of this Conservation Easement. 16. INTERPRETATION. A. Intent.This Grant is intended to preserve the Conservation Values,notwithstanding economic or other hardship or changes in circumstances or conditions, to the extent and in the manner provided by the specific terms and conditions of this Grant.No remedy or election given by any provision in this Grant shall be deemed exclusive unless so indicated,but it shall,wherever possible,be cumulative with all other remedies at law or in equity. The Parties acknowledge that each Party and its counsel have reviewed and revised this Grant and that no rule of construction that ambiguities are to be resolved against the drafting Party shall be employed in the interpretation PAYETTE RIVERWALK MT.VIEW CONSERVATION EASEMENT 2022-02-25 page 9 of this Grant. In the event of any conflict between the provisions of this Grant and the provisions of any use and zoning restrictions of the State of Idaho,the county in which the Property is located,or any other governmental entity with jurisdiction, the more restrictive provisions shall apply. B. Governing`.This Grant shall be interpreted in accordance with the laws of the State of Idaho.Venue for any action involving the enforcement or interpretation of this Grant shall be Valley County,Idaho. C. Captions. The captions have been inserted solely for convenience of reference and are not part of the Grant and shall have no effect upon construction or interpretation. D. Hazardous Materials Liability.Notwithstanding any other provision of this Grant to the contrary, and except for Hazardous Materials that have been applied to or placed on the Property by PLT,nothing in this Grant shall be construed such that it creates in or gives to PLT: (1)the obligations or liabilities of an"owner" or"operator"as those words are defined and used in Environmental Laws including,without limitation,the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended(42 USC Section 9601 et seq.) ("CERCLA"); (2)the obligations or liabilities of a person described in 42 USC Section 9607(a) (3); (3)the obligations of a responsible person under any applicable Environmental Law; (4)any obligation to investigate or remediate any Hazardous Materials, as defined below, associated with the Property;or(5) any control over Grantor's ability to investigate,remove,remediate or otherwise clean up any Hazardous Materials associated with the Property. E. Definitions. i. The terms"Grantor"and"PLT,"wherever used in this Grant, and any pronouns used in place thereof, shall mean and include, respectively, Grantor and Grantor's personal representatives,heirs, devisees, and assigns, and all other successors as their interest may appear, and PLT and its successors and assigns. ii. The terms"Environmental Law" and"Environmental Laws"mean any and all federal, state,local,or municipal laws, rules,orders, regulations,statutes, ordinances, codes,guidelines,policies, or requirements of any governmental authority regulating or imposing standards of liability or standards of conduct(including common law)concerning air,water, solid waste,hazardous materials,worker and community right- to-know,hazard communication,noise,radioactive material,resource protection, subdivision, inland wetlands and watercourses,health protection and similar environmental health, safety, and building and land use as may now or at any time hereafter be in effect. I iii. The term"Hazardous Materials"means any substance that is(i) designated, defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste,pollutant or contaminant under any statute,ordinance or regulation of any governmental entity having jurisdiction over the Property, including, without limitation,the Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and Liability Act("CERCLA")and other similar federal, state, or local laws,as currently in effect as of the date of this Grant("Environmental Laws"),(ii) petroleum hydrocarbon,including,without limitation,crude oil or any fraction thereof and all petroleum products, (iii)PCBs, (iv)lead, (v) asbestos,(vi) flammable explosives, (vii) PAYETTE RIVERWALK MT.VIEW CONSERVATION EASEMENT 2022-02-25 page 10 infectious materials,(viii)radioactive materials, (ix)pesticides or"economic poisons" as defined or described in any Environmental Law or(x) any other substance,chemical, waste,pollutant or contaminant regulated by any law, statute, ordinance or regulation of any governmental agency having jurisdiction over the Property,for the protection of human health or the environment. 17. SUBORDINATION; SUBSEOUENT LIENS ON PROPERTY. All existing third-party rights including,without limitations,mortgage liens,if any,have been subordinated to this Grant. No provision of this Grant should be construed as impairing the ability of Grantor to use the Property as collateral for subsequent borrowing,provided that any mortgage or lien arising from such a borrowing must, at all times,be subordinated to this Grant by means of a subordination document acceptable to PLT in PLT's sole discretion. 18. RE-RECORDING. PLT is authorized to record or file any notices or instruments appropriate to ensure the perpetual enforceability of the Conservation Easement created by this Grant; for such purposes, Grantor agrees to execute any such instruments upon request. 19. SUBSEQUENT TRANSFERS. Grantor shall notify PLT of any pending transfer (including,without limitation, leases for a period of one year or longer)at least forty-five(45)days in advance of the transfer.The failure of Grantor to comply with this Paragraph 19 shall not impair the validity of this Grant or limit its enforceability in any way.Any successor in interest of Grantor,by acceptance of a deed,lease,or other document purporting to convey an interest in all or any portion of the Property, shall be deemed to have consented to,reaffirmed, and agreed to be bound by all of the terms,covenants,restrictions, and conditions of this Grant. Upon the conveyance of the Property,or of any of the Parcels described in Exhibit C, Grantor shall have no further obligations, responsibility or liability under or pursuant to the terms of this Grant as to the property which is conveyed; and PLT shall look solely to the new owner for compliance with the terms and covenants of this Grant. 20. EXTINGUISHMENT.Except as provided to the contrary in this Paragraph 20, this Grant and the Conservation Easement created hereunder may only be terminated or extinguished by a court of competent jurisdiction upon a request to terminate made by Grantor and PLT and after a finding by the court that the conditions or circumstances on or surrounding the Property have changed to such a degree that it has become impossible to comply with the terms and conditions of this Grant. Subsequent to any such termination or extinguishment, PLT shall be entitled to such share, if any,of the proceeds from any sale, exchange,or involuntary conversion of all or any j portion of the Property, after the satisfaction of prior claims, as is provided for by any applicable provision of the Internal Revenue Code,U.S.Department of the Treasury Regulations or State law. Such proceeds, if any,shall be used by PLT in a manner consistent with the Conservation Values. 21. AMENDMENT. The Parties do not intend for this Grant or the Conservation Easement created herein to be amended.However,if circumstances arise under which an amendment to or modification of this Grant might be appropriate, Grantor and PLT may by mutual written agreement jointly amend this Grant,provided that no amendment shall be made that will adversely affect the qualification of this Conservation Easement or the status of PLT as a qualified holder under any applicable laws, including the Internal Revenue Code or Idaho statute. Any such amendment shall be consistent with the protection and preservation of the Conservation Values of PAYETTE RIVERWALK MT.VIEW CONSERVATION EASEMENT 2022-02-25 page I I the Property and shall either:enhance or have no adverse effect on the Conservation Values of the Property as determined by PLT and in accordance with rules,and regulations governing 501(e)(3) nonprofit organizations and PLT's internal policies and procedures.Moreover, the amendment shall not affect the Conservation E'asement's perpetual duration; and no-amendment shall'be allowed if it would.create private inurement or private benefit to any person or entity without proportionate benefit to.PLT. Any such amendment must be executed by Grantor and PLT and shall be recorded in the land records of Valley County, Idaho.Nothing in this Paragraph shall require either Party to agree to any amendment or to consult:or,negotiate regarding any amendment. 22.. ENTIRE AGREEMENT.This Grant,together with..the attached exhibits and schedules, and any documents incorporated herein by reference,constitutes the entire agreement of the Parties with respect to.the subject matter of this Grant and supersedes all prior agreements and understandings of the Parties. 23. NO.MERGER.Should PLT acquire:fee.title to the Property,no merger shall occur,and this Conservation Easement and the fee title shall.continue to.exist and be inanaged as separate estates. IN WITNESS WHEREOF, Grantor and P.LT.have.executed this.Grant as of the date first written above. GRANTOR PAYETTE RIVERWALK.ALLIANCE,INC.. i gy. Wesley Kell " its:President PAYETTE LAND TRUST,INC.. By; _ °r Rick Fereday Its:President i [."%C.KN' \VLEDG\, rN�TS TO I OL1,C}M I PAYETTE RIVERWALK MT.VIEW CONSERVATION EASEMENT 2022-02-25 page I STATE OF _ Ss. County of On this Z of�, 202,�before me, Notary Public in and for said State,.personally appeared Wesley Keller, kno n or identified to me to be the President of the corporation that executed the instrument or the person who executed the instrument on behalf of said corporation, and acknowledged to me that such corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal,the day and year in this certificate,fiit p�?Jve written. z NO ARY PUBLIC OR IDAH a My Commission Expires: a 3 STATE OF IDAHO, ) (ss. County of Valley. ) On this day ofV�✓�, 2022;before me, Q,.. , Notary Public in and for said State, personally appeared Rick Fereday, known or identified to me to be the President of the corporation that executed the instrument or the person who executed the instrument on behalf of said corporation, and acknowledged to me that such corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal,the day and year in this certificate first above written. t `a NOTARY PUBLIC F R IDAIJQ ;.S i f-V _ My Commission Expires: l� `a EXHIBIT A TO GRANT OF CONSERVATION EASEMENT '3r%tl!it1'r31i`1�1 PAYETTE RIVERWALK MT.VIEW CONSERVATION EASEMENT 2022-02-25 page.13 • • Payette Riverwalk Alliance-Mountain View Property LEGAL DESCRIPTION OF THE PROPERTY i i i i I PAYETTE RIVERWALK MT.VIEW CONSERVATION EASEMENT 2022-02-25 page 14 EXHIBIT "A" 528607AM Parcel 1: A parcel of land situate in Government Lots 10 and 12, and the SE 1/4 SW 1/4 of Section 30, T. 18 N., R. 3 E., B.M., Valley County, Idaho, lying over a portion of Parcel No. RP18NO3E307946, as described in that particular Warranty Deed, recorded as Instrument No. 426594, in the Office of the Recorder of Valley County, Idaho, more particularly described as follows: Commencing at an aluminum cap marking the Section Corner common to Sections 29, 30, 31, and 32, T. 18 N., R. 3 E., B.M., Valley County, Idaho, as shown on that particular Record of Survey, recorded as Instrument No. 429001, on file in Book 14, on Page 25 of Surveys, in the Office of the Recorder of Valley County, Idaho; thence, N. 89°50'33" W., 2,655.38 feet along the line common to said Sections 30 and 31, to an aluminum cap marking the Quarter Corner common to said Sections 30 and 31; thence, N. 8904642" W., 1,484.14 feet along said section line to a 5/8" rebar marking the Southwest Corner of Lot 1, Payette River Subdivision No. 1, as shown on the official plat thereof recorded as Instrument No. 79827, on file in Book 4, on Page 47 of Plats, in the Office of the Recorder of Valley County, Idaho, to the REAL POINT OF BEGINNING: Thence, N. 89°4642" W., 557.52 feet along the line common to said Sections 30 and 31, to a 5/8" rebar marking the Meander Corner to said Sections, Thence, continuing N. 89°4642" W., 4.00 feet along said common line to the Ordinary High Water Mark of the North Fork of the Payette River, Thence, along said Ordinary High Water Mark the following courses: N. 22°53'40" E., 41.63 feet, N. 31°49'09" E.; 32.43 feet, N. 20°22'30" E., 74.01 feet, N. 12-01'28" E., 46.96 feet, N. 3°4847" E., 65.70 feet, N. 16°4347" E., 71.30 feet, N. 28°10'47" E., 68.90 feet, N. 40°3947" E., 35.70 feet, Thence, continuing along said Ordinary High Water Mark the following courses: N. 34049'13" W., 57.50 feet, S. 87°3948" W., 20.80 feet, S. 25030'13" E.J. 31.20 feet, S. 50-01'47" W., 49.30 feet, N. 15-35'13" W., 27.40 feet, 0 I N. 42°07'13" W., 77.50 feet, N. 21-43'13" W., 43.10 feet, N. 15°26'13" W., 190.80 feet, N. 3041'13" W., 248.50 feet, N. 190 13'47" E., 97.17 feet, N. 48°4745" E., 91.24 feet, N. 24°42'58" E., 55.78 feet, N. 45°0742" E., 39.94 feet, N. 68°19'03" E., 39.30 feet, N. 56°0729" E., 135.90 feet N. 36°2427" E., 137.87 feet, N. 4805252" E., 110.16 feet, Thence, N. 45033'18" E., 108.82 feet along said Ordinary High Water Mark to a 5/8" rebar, Thence, S. 36°2532" E., 817.39 feet to a 5/8" rebar marking the angle point on the westerly boundary of Lot 10, said Payette River Subdivision No. 1, Thence, S. 51*12100" W., 187.06 feet along the westerly boundary of said subdivision to a 1/2" rebar, Thence, N. 69014'15" W., 144.87 feet along the westerly boundary of said subdivision to a 1/2" rebar, Thence, S. 22011'32" W., 399.04 feet along the westerly boundary of said subdivision to a 5/8" rebar, Thence, S. 9°11'52" E., 310.37 feet along the westerly boundary of said subdivision to a 5/8" rebar, Thence, S. 6°4225" W., 129.43 feet along the westerly boundary of said subdivision to the Point of Beginning. Bearings based on GPS derived State Plane Grid Azimuth, Idaho West Zone (1103). i Parcel 2: An Ingress-Egress Easement, situate in Government Lots 8 and 10 of Section 30, T. 18 N., R. 3 E., B.M., Valley County, Idaho, lying over a portion of Parcel No. RP18NO3E307946, owned by Gems of the Pines, LLC, and Mountain View Business Center, LLC, as shown on that particular Warranty Deed, recorded as Instrument No. 426694, in the Office of the Recorder of Valley County, Idaho, more particularly described as follows: Commencing at a 5/8" rebar on the northerly right-of-way of Moon Ridge Drive, marking the South Corner common to Lots 28 and 29, Payette River Subdivision No. 2, as shown on the official plat thereof on file in Book 7, on Page 92 of Plats, in the Office of the Recorder of Valley County, Idaho; thence, S. 77-32'32" W., 34.98 feet along said northerly right-of-way; thence 79.09 feet along said northerly right-of-way on a curve to the left, whose.radius is 437.84 feet, delta angle is 10*2 V01", and whose long chord bears S. 72°22'01" W., 78.99 feet to a 5/8" rebar, the REAL POINT OF BEGINNING: Thence, 39.97 feet along said northerly right-of-way on a curve to the left, whose radius is 437.84 feet, delta angle is 50 13'50", and whose long chord bears S. 64034'36" W., 39.96 feet, Thence, N. 66046'08" W., 295.90 feet, Thence, N. 82°38'39" W., 282.18 feet, Thence, S. 87°56'49" W., 386.93 feet, Thence, S. 87'51'44" W., 390.91 feet, Thence, S. 87043'04" W., 258.84 feet, Thence, S. 63°16'46" W., 334.35 feet, Thence, S. 72°23'15" W., 38.77 feet, Thence, S. 49'19'43" W., 189.53 feet, Thence, S. 0007'38" E., 87.05 feet, Thence, S. 11°3254" W., 143.51 feet, Thence, N. 36°2532" W., 40.39 feet, Thence, N. 11'32'54" E., 113.41 feet, Thence, N. 0007'38" W., 61.86 feet, Thence, S. 54031`54" W., 120.88 feet, Thence, N. 36°2532" W., 30.00 feet, Thence, N. 54°31`54" E., 149.73 feet, Thence, N. 490 19'43" E., 195.76 feet, Thence, N. 57*01'47" E., 89.55 feet, Thence, N. 630 16'46" E., 233.53 feet, Thence, N. 76030'24" E., 65.55 feet, Thence, N. 87043'04" E., 265.38 feet, Thence, N. 87051'44" E., 390.97 feet, Thence, N. 87°5649" E., 389.42 feet, Thence, S. 8203839" E., 288.83 feet, Thence, S. 66045149" E., 326.48 feet to the Point of Beginning. Bearings based on GPS derived State Plane Grid Azimuth, Idaho West Zone (1103). I i i ttv �N�v D�ue7oprnmr Uut/1 LL1 V BL4091AWW Pi•'1) = I1I ON THE RIVE C a (1,2,AND 3) 5°vey 14.114 2 112 113 �, Y �' su 111 e ,� 7944 45 110 b� � !s GOVTLOT 1B u ,� nY� � � vC7' 4 1e1 4 (19.40ac) 21 P ' � ?° etc f Earemmi Ta M.53 1nu a°veras t2� Su ve 4-58 20.531 ae Sal sJ s ss 52 31 s e 1 � 68 1 15 Je 66 6 127 GOUT LOT 12 59i0 is 14 97 65 MOO1Vt 0 126 (19.60ac) 12 p!9 Io S9 U 64 72 71 2 -fi24 lu Y� lo` 42 41 60 61 73 SUBD. V 8 9 38 75 6 71 s TO No.55 7 57 ,, 1 20.357 ac s 6 F'47 46 83 56 5-33 Am 2 s Ie 02 e� � ss sI ss °d e1 F 121 I s6 51 S2 s !20 G O2 MOON DFIM 91 90 b7 86 91 90 6 B se 99 98 1 97 961 95 99 1 1 ga 5 Su 74 MOON 54 DMZ Payette -Riverwalk Mt . View Property +X,Z670, a o t� Exhibit B TO GRANT OF CONSERVATION EASEMENT Payette Riverwalk Alliance Property PROPERTY MAP PAYETTE RIVERWALK MT. VIEW CONSERVATION EASEMENT 2022-02-25 page 15 EXHIBIT C TO GRANT OF CONSERVATION EASEMENT Payette Riverwalk Alliance Property PERMITTED USES OF THE PROPERTY The uses set forth in this Exhibit C detail specific activities permitted under this Grant. PERMITTED USES. Grantor may engage in the following activities and uses on the Property, as well as other activities reasonably incidental to any of the following activities and uses. 1. Recreational Day Use: The right to the continued use and enjoyment of the Property for public non-commercial purposes. 2. Wildlife Stands. Nests and"Blinds": Grantor may construct and maintain a reasonable number of wildlife observation stands and "blinds" and houses, nests or perches for birds or other wildlife; provided that in the installation or construction of any such structure, Grantor shall comply with all other covenants and restrictions of this Conservation Easement. 3. Trails and Paths: Grantor may construct and maintain trails or paths, and such bridges as are necessary to allow the trail to cross permanent and perennial streams, for nature education and outdoor recreation purposes provided that: the surface of such trails shall remain pervious(such as dirt,wood chips or gravel); such trails shall be located,to the extent possible, in the path of trails or forestry roads existing on the date of this Conservation Easement; the width of the area cleared and improved for such trails shall not exceed that which is necessary for pedestrian or equestrian use;and such trails shall be otherwise installed in a manner to avoid unnecessary tree removal,grading and other land disturbance. Such trails shall be constructed and maintained so as to avoid,prevent,and repair any damage from erosion.In addition,such trails shall be subject to, and the use thereof may be conditioned upon compliance with, rules and regulations established from time to time by PLT in order to prevent the adverse effects upon the Conservation Purposes or other natural conditions protected by this Conservation Easement. 4. Trail Markers and Signs: Grantor may install a reasonable number of directional, informational or identification signs of the following types: a) regulatory or directional signs including, for example but not for limitation of the foregoing, "no trespassing" signs, "no gunning" signs, or "no hunting" signs; b) signs stating the common name of the Property the names and addresses of the occupants or both; c) signs advertising or directing participants to an activity permitted under the provisions of this Conservation Easement; d) signs identifying the interest of Grantor or PLT in the Property; and e) signs educating the public as to the ecology of the area. f) Notwithstanding the foregoing, any sign that is greater than four square feet in surface area and visible from any public road or waterway accessible to the public and from which is offered a scenic view into the Property shall be PAYETTE RIVERWALK MT.VIEW CONSERVATION EASEMENT 2022-02-25 pagc 16 prohibited unless such sign shall have no material adverse effect upon the Conservation Purposes and such sign is approved in writing by PLT. 5.Utility Systems,Facilities and Lines. In compliance with applicable laws,rules, and regulations, Grantor may install,'repair,maintain and replace utility systems, facilities and lines, including, but not necessarily limited to: telecommunications; wells for domestic water purposes; irrigation; power (hydro-electric, generator-hydrocarbon, solar, wind and future energy sources); as well as wastewater treatment systems (septic, leach fields, pit latrines and composting toilets).Reasonable efforts shall be made to place these systems, facilities and lines in locations that are visually screened from the River. 6.Roads,Drives,Culverts,Bridges,Trails.Grantor may maintain,repair and replace existing roads, drives,culverts and bridges to provide necessary access to the property. a) All roads, drives and trails shall consist of natural,pervious surfaces such as grass, gravel or dirt and may be cleared and graded as needed. For the sake of clarity, no road,drive, or trail may be sealed or surfaced with concrete,asphalt or asphalt mixes,pavement,blocks or similar materials. b) New roads, drives and/or culverts may only be constructed to meet or enhance the conservation values stated in Section C of the recitals or for fire protection purposes and must be approved by the PLT,which consent shall not be unreasonably withheld.New Roads or Drives must be set back at least 35 ft from the river high water mark. (i) Should an adjustment to the 35ft setback be requested,PLT must give approval on a project-by-project basis to determine the proposed setback will not damage or impair the Conservation Values prior to construction. (ii) The Grantor shall be responsible for obtaining all necessary government permits and approvals for such work and PLT shall have the right,but not the obligation,to require that such permits and approvals be produced for inspection by Grantor before PLT's approval is granted. 7.Landscaping and Hardscaping. Grantor may plant or remove trees and native vegetation and may install landscaping and hardscaping within the permitted areas that have limited, localized impacts not destructive of the Conservation-Values and that are consistent with the Purpose of this Conservation Easement. A Plan for any such planting or removal, except for plantings or removals performed in the conduct of and incidental to routine maintenance of the Property must be presented and approved by the PLT prior to such planting or removal. 8.Timber Management. Grantor may engage in pre-commercial timber thinning and harvesting on the Property to maintain or enhance forest health and to maintain or enhance wildlife and aquatic habitat. Commercial timber harvest will require a forest management plan using best management practices, which have limited, localized impacts not destructive of the Conservation.Values and that are consistent with the Purpose of this Conservation Easement.A Plan for such thinning or harvesting must be presented to and approved by PLT prior to the commencement of any such thinning or harvesting. 9. Barns & Structures: Grantor may construct and maintain the following: covered shelters or PAYETTE RIVERWALK MT.VIEW CONSERVATION EASEMENT 2022-02-25 vage 17 pavilions reasonably related to Grantor's reserved recreational rights, as described below; and, one or more barns (without living quarters), sheds, or similar structures for storage of maintenance equipment and materials solely related to maintenance of the Property upon PLT's prior approval based on a determination by PLT that the proposed structure will not damage or impair the Conservation Values. 10. Pavilions: Grantor may construct pavilions or other buildings for the purpose of facilitating outdoor recreation activities and underground utilities to serve the aforesaid facilities;provided the following requirements and conditions are in the sole judgment of PLT satisfied: (a) such facilities may only be constructed and used to serve the uses and improvements permitted under the terms of this Conservation Easement; (b) all such construction and maintenance are conducted in a manner designed to produce no material adverse effect on any of the Conservation Values; and, (c) such facilities are designed and located so as to avoid or minimize tree removal. 11. Fencing. Fences and gates may be built, repaired or replaced on the Property as reasonably necessary for the security and property management. To allow for wildlife movement on the property,all new or replaced fences must be wildlife friendly.Notwithstanding the above,new fences may be built, repaired and replaced around and within approved sites for purposes of, including but not limited to,protecting vegetation,restoration and landscaping from elk or deer depredation. Grantor shall be responsible for the maintenance and upkeep of all fencing. 12. Water Resources and Irrigation. Grantor may maintain, repair and if destroyed, reconstruct, existing dikes, levees, ditches,domestic or irrigation wells.New water resources and facilities may be constructed on the Property to provide hydro power, improve water and irrigation efficiency, or to provide domestic water to improvements allowed within the Building Envelopes. Irrigation is allowed in conjunction with restoration activities. 13. Habitat Restoration Activities. Grantor may conduct habitat enhancement and restoration activities on the Property to enhance the Conservation Values. Prior to the commencement of such work, a Habitat Restoration Plan shall be submitted to PLT which demonstrates best management practices, which have limited, localized impacts not destructive of the Conservation Values and that are consistent with the Purpose of this Conservation Easement.A Plan must be presented to and approved by PLT prior to the commencement of the activities, which approval shall not be unreasonably withheld. 14. Stream, Pond or Other Wetland Maintenance and Restoration: Grantor may perform work, including the removal of vegetation or disturbance of land,within the vicinity of existing water courses, pond or regulated wetlands where such work is intended and designed to improve public access, restore natural stream channel morphology or natural wetland hydrology, if the written approval of PLT is first obtained.Grantor shall be responsible for obtaining all necessary government permits and approvals for such work and PLT shall have the right, but not the obligation, to require that such permits and approvals be produced for inspection by Grantor before PLT's approval is granted. 15.Wildfire Mitigation: Grantor may perform work-in an effort to reduce the potential of wildfire. Prior to the commencement of such work, a Plan shall be submitted to PLT which demonstrates best management practices,which have limited,localized impacts not destructive PAYETTE RIVERWALK MT.VIEW CONSERVATION EASEMENT 2022-02-25 page 18 of the Conservation Values and that are consistent with the Purpose of this Conservation Easement. A Plan must be presented to and approved by PLT prior to the commencement of the activities,which approval shall not be unreasonably withheld. 16.Noxious Weed and Pest Management: Grantor may perform activities related to compliance with Idaho State Code Title 22,Chapter 24(22-2407) and Idaho State Code Title 39 Chapter 28. Prior to the commencement of such work, a Plan shall be submitted to PLT which demonstrates best management practices,which have limited,localized impacts not destructive of the Conservation Values and that are consistent with the Purpose of this Conservation Easement.A Plan must be presented to and approved by PLT prior to the commencement of the activities,which approval shall not be unreasonably withheld. 17. Other Activities. In the event that Grantor desires to engage in an activity or land use which is not expressly allowed in this Exhibit C or elsewhere in the above Grant, Grantor shall follow the process prescribed in Paraaranh 5 of the above Grant. PAYETTE RIVERWALK MT.VIEW CONSERVATION EASEMENT 2022-02-25 page 19 EXHIBIT D TO GRANT OF CONSERVATION EASEMENT Payette Riverwalk Alliance Property PROHIBITED USES OF THE PROPERTY Though not an exhaustive list of prohibited uses,none of the uses described below shall be made of the Property. The following are set forth both to list specific prohibited activities on the Property and to provide guidance in determining whether or not other activities are inconsistent with the Conservation Values. 1. PROPERTY DIVISION. a.No Divisions.the legal or de facto division, subdivision or partitioning of the Property is prohibited.Notwithstanding the fact that the Property might be composed of separate legal parcels, the terms and conditions of this Grant shall apply to the Property as a whole. The Property shall not be sold,transferred,or otherwise conveyed except as a whole,intact, single piece of real estate. 2. NO COMMERCIAL USES.The establishment of any commercial or industrial uses on the Property is prohibited. 3. DEVELOPMENT RIGHTS. Except as expressly permitted and reserved by the terms of Exhibit C,or this Exhibit D,or elsewhere in this Grant,all development rights that are now or hereafter allocated to,implied,reserved, or inherent in the Property are terminated and extinguished for use on this Property and may not be used on or transferred to any portion of the Property. 4. NO UNAUTHORIZED MOTORIZED VEHICLE USE. Motorized vehicles are prohibited on the Property, except for: a) E-bike Classes 1,2 and 3 as described in the Federal Register 85 FR 69175, b) Bona fide emergency vehicles c) Vehicles performing required maintenance,repairs or improvements as previously approved in the motorized use plan. Plan must be presented to and approved by PLT prior to use. 5. NO FIREARM USE.The use and discharge of firearms are prohibited on the property except for use by Idaho Fish and Game when required for animal control. 6. NO HUNTING OR TRAPPING. Hunting and trapping are prohibited on the property except for use by Idaho Fish and Game when required for animal control. 7. NO USE OF PLT NAME OR LOGO. Grantor shall not use PLT's printed name or logo in connection with any activity on the Property except upon receiving prior written approval of PLT,which may be denied in PLT's sole discretion. 8. NO MINING EXPLORATION OR EXTRACTION.The exploration for or extraction of minerals, gas,hydrocarbons,soils,sands, gravel,or rock,or any other material on or below the surface of the Property is prohibited. Grantor shall not grant any rights.to any minerals, oil, gas, or PAYETTE RIVERWALK MT.VIEW CONSERVATION EASEMENT 2022-02-25 page 20 r J hydrocarbons,including exploration or extraction rights in or to the Property,and Grantor shall not grant any right of access to the Property to conduct exploration or extraction activities for minerals, oil,gas, or hydrocarbons,or other substances on any other property. This prohibition shall not create any liability on the part of Grantor to the United States or the State of Idaho by reason of any prior reservation of mineral rights by the United States or the State of Idaho. 9. NO HAZARDOUS MATERIALS. The use,dumping, storage, or disposal on the Property of non-compostable refuse,trash, sewer sludge,or unsightly or toxic or Hazardous Materials or agrichemicals is prohibited.This prohibition notwithstanding, Grantor may use materials that may be considered Hazardous Materials in the Ranching and Agricultural Activities, provided that they are used and stored in compliance with all applicable laws and regulations and utilizing best management practices. 10. NO TRASH OR JUNK YARDS. The storage on the Property of inoperable automobiles, machinery, equipment, trucks, and similar items is prohibited.The accumulation or dumping of trash, refuse,junk,or other unsightly material is prohibited on the Property.The provisions of this Paragraph 10 (No Trash or Junk Yards) shall not prevent generally accepted agriculture or forest management practices, such as creating brush piles, composting, or the storage of farm machinery, organic matter, agricultural products or agricultural by-products on the Property, so long as these practices are conducted in accordance with applicable federal,state and local laws and regulations. 11. NO IMPAIRMENT OF WATER RIGHTS. Severance,conveyance, or encumbrance of water or water rights appurtenant to the Property, separately from the underlying title to the Property, or other action that diminishes or extinguishes such water rights, is prohibited Subject to the above restriction,Grantor shall otherwise have all rights to use and enjoy the water resources on the Property as permitted under state and federal laws. 12. NO ALTERATION OF NATURAL WATER COURSES: NO DEGRADATION OF WATER QUALITY.Except for the permitted irrigation practices and water resource activities allowed pursuant to Exhibit C,or minimal and legally permissible impacts related to bridge construction as allowed in Exhibit C, any activities or uses detrimental to water quality,including, but not limited to,degradation or pollution of any surface or subsurface waters,are prohibited. 13. INTRODUCTION OF NON-NATIVE PLANT OR ANIMAL SPECIES.The seeding, planting,or introduction of non-native plant species is prohibited except as a part of a plan approved by the PLT. 14. DESTRUCTION OF NATIVE VEGETATION.The removal, cutting or destruction of native vegetation is prohibited, except as permitted in Exhibit C or except as is approved by PLT as part of restoration or other habitat management activities or other activities expressly approved by PLT. 15. NO FIRES OR OPEN BURNING. Open Burning may be allowed under a Wildfire Mitigation Plan in accordance with local and regional requirements. 16. INCONSISTENT OR ADVERSE ACTIONS.Any activity that is not expressly permitted in Exhibit C or elsewhere in the above Grant, or by means of the approval process provided in Paragraph 5 of the above Grant, is prohibited. PAYETTE RIVERWALK MT.VIEW CONSERVATION EASEMENT 2022-02-25 page 21 EXHIBIT E TO GRANT OF CONSERVATION EASEMENT Payette Riverwalk Alliance Property TITLE EXCEPTIONS i i PAYETTE RIVERWALK MT.VIEW CONSERVATION EASEMENT 2022-02-25 page 22 I EXHIBIT "E 528607AM 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments,or notices of such proceedings,whether or not shown by the records of such agency or by the public record. 2. Any facts,rights,interests,or claims which are not shown by the public records,but which could be ascertained by an inspection of the Land or by making inquiry of persons in possession thereof.. 3. Easements,liens or encumbrances,or claims thereof,which are,not shown by the public records. 4. Discrepancies,conflicts in boundary lines,shortages in area,encroachments,or any other facts which a correct survey would disclose,and which are not shown by the public records.. 5. (i)Unpatented mining claims;(h)reservations or exceptions in patents or in Acts authorizing the issuance thereof; (iii)water rights„claims or title to water,whether or not the matters excepted under(a),(b)or(c)are shown by the Public Records.. 6. Any lien,or right to a lien,for services,labor,equipment,or material heretofore or hereafter furnished,imposed by law and not shown by the public records. 7. Rights of the state or federal government and/or public in and to any portion of the land for right of way(whether or not such rights are shown by recordings of easements and/or maps in the Public Records by the State of Idaho showing the general location of these rights of way). 8. Minerals of whatsoever kind,subsurface and surface substances,including but not limited to coal,lignite,oil,gas,uranium,clay,rock,sand and gravel in,on,under and that may be produced from the Land,together with all rights,privileges,and immunities relating thereto, whether or not appearing in the Public Records or listed in Schedule B. The Company makes no representation as to the present ownership of any such interests. There may be leases, grants,exceptions or reservations of interests that are not listed. 9. Taxes,including any assessments collected therewith,for the year 2022 which are a lien not yet due and payable. 10. Agreement Granting Sewer Easement and Vacating Existing Sewer Easement,including the terms and provisions thereof, Recorded:January 31,2020 Instrument No.:426595 11. Easements,reservations and dedications,as shown on record of survey; Recorded:August 21,2020 Instrument No.:431516 12. An easement including the terms and provisions thereof,affecting the portion of said premises and j for the purposes stated therein as set forth in instrument: Recorded: September 24,2020 Instrument No.:432739 /ram\ � 1 I 4T 13. Agreement Regarding Lot Funding,including the terms and provisions thereof, Recorded:December 30,2021 Instrument No.: 447042 14. Conservation Easement,including the terms and provisions thereof, Recorded: Instrument No.: 15. Any adverse claim based upon the assertion that a) Some portion of the Land forms the bed or bank of a navigable river or lake or lies below the mean high water mark thereof; b) The boundary of the Land has been affected by a change in the course or water level of a navigable river or lake; c) The Land is subject to water rights claims or title to water and to any law or governmental regulation pertaining to wetlands. i I Customer Reference No. File No.528607AM AMIC ANf)qpp _17�rf5� AM eArffitle 700 S Main St., Cascade, ID 83611 Phone (208) 382-4206 Fax (208) 382-4218 TITLE COMMITMENT ATTACHED Date: February 25, 2022 File No.: 528607AM Property: Tax #55 in Govt Lots 10 and 12 Section 30 T18N R3E, McCall, ID 83638 Buyer/Borrower: Payette Riverwalk Alliance, Inc, an Idaho corporation Seller: Payette Land Trust, an Idaho non-profit corporation In connection with the above referenced transaction, we are delivering copies of the Title Commitment to the following parties: Listing Agent: Selling Agent.- Attn: Attn: Lender: Attn: Setter: Buyer/Borrower. Payette Land Trust, Payette Riverwalk Alliance, Inc, an Idaho non-profit corporation an Idaho corporation I Customer Reference No. _ File No.528607AM A Am" eAr ffi t I e 700 S Main St., Cascade, ID 83611 Phone (208) 382-4206 Fax (208) 382-4218 Commitment for Title Insurance Subject to conditions and stipulations contained therein Your contacts for this transaction are as follows: Escrow Officer: Title Officer Brenna Spade Brandee Nitzel 507 E Pine St. 700 S Main St., McCall, ID 83638 Cascade, ID 83611 brenna.spade@amerititle.com brandee.nitzel@amerititle.com (208) 634-6363 (208) 382-4206 Email escrow closins documents to: i i I 1 Customer Reference No. - -- File No.528607AM A Am edriltIe 700 S Main St., Cascade, ID 83611 Phone (208) 382-4206 Fax (208) 382-4218 In an effort to assure that your transaction goes smoothly, please review the following checklist and contact your Escrow Officer or Title Officer if you answer "Yes" to any of the following: ❖ Will you be using a Power of Attorney? ❖ Are any of the parties in title incapacitated or deceased? ❖ Has a change in marital status occurred for any of the principals? i :• Will the property be transferred into or from a trust, partnership, corporation or Limited Liability Company? ❖ Has there been any construction on the property in the last six months? Remember, all parties signing documents must have a current driver's license or other valid, government issued photo I.D. i i I //A^Stewart ALTA COMMITMENT FOR TITLE INSURANCE ISSUED BY STEWART TITLE GUARANTY COMPANY NOTICE IMPORTANT - READ CAREFULLY: THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE INSURANCE POLICIES. ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING THE CONTENT OF THIS COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT. THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION, OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES USED BY THE COMPANY TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE PROPRIETARY TO THE COMPANY, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY, AND CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED. THE COMPANY'S OBLIGATION UNDER THIS COMMITMENT IS TO ISSUE A POLICY TO A PROPOSED INSURED IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS COMMITMENT.THE COMPANY HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY OTHER PERSON. COMMITMENT TO ISSUE POLICY Subject to the Notice; Schedule B, Part I - Requirements; Schedule B, Part II - Exceptions; and the Commitment Conditions, STEWART TITLE GUARANTY COMPANY,a Texas corporation(the"Company"),commits to issue the Policy according to the terms and provisions of this Commitment. This Commitment is effective as of the Commitment Date shown in Schedule A for each Policy described in Schedule A, only when the Company has entered in Schedule A both the specked dollar amount as the Proposed Policy Amount and the name of the Proposed Insured. If all of the Schedule B, Part I - Requirements have not been met within six months after the Commitment Date, this Commitment terminates and the Company's liability and obligation end. Countersigned by: AmeriTltle,LLC Frederick H.Eppinoer Authorized Countersignature 190$ President and CEO AmerlTltlo,LLC 128 E Main St. Weiser, ID 83672 **• Denise C rraux Secretary For purposes of this form the"Stewart Title"logo featured above is the represented logo for the underwriter.Stewart Title Guaranty Company. This page is only a part of a 2016 ALTA®Commitment for Title Insurance. This Commitment is not valid without the Notice;the Commitment to Issue Policy;the Commitment Conditions;Schedule A;Schedule 6,Pert I-Requirements;and Schedule B,Part II-Exceptions;and a countersignature by the Company or its issuing agent that may be in electronic form. ALTA Commitment For Title Insurance 8-1-16 Paga 1 COMMITMENT CONDITIONS 1. DEFINITIONS (a) "Knowledge" or "Known": Actual or imputed knowledge, but not constructive notice imparted by the Public Records. (b) "Land":The land described In Schedule A and affixed improvements that by law constitute real property.The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abating streets, roads, avenues, alleys, lanes,ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is to be insured by the Policy. (c) "Mortgage": A mortgage, deed of trust, or other security instrument, including one evidenced by electronic means authorized by law. (d) "Policy": Each contract of title insurance, in a form adopted by the American Land Title Association, issued or to be issued by the Company pursuant to this Commitment. (a) "Proposed Insured": Each person identified in Schedule A as the Proposed Insured of each Policy to be issued pursuant to this Commitment. (f) °Proposed Policy Amount": Each dollar amount specified in Schedule A as the Proposed Policy Amount of each Policy to be issued pursuant to this Commitment. (g) 'Public Records": Records established under state statutes at the Commitment Date for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. (h) "Title":The estate or interest described in Schedule A. 2. If all of the Schedule S, Part I - Requirements have not been met within the time period specified in the Commitment to Issue Policy,this Commitment terminates and the Company's liability and obligation end. 3. The Company's liability and obligation is limited by and this Commitment is not valid without: (a) the Notice; (b) the Commitment to Issue Policy; (c) the Commitment Conditions; (d) Schedule A; j ( )f) Schedule B,Part II Exc Requirements;Schedule B,Part I- Exceptions;and (g) a countersignature by the Company or its issuing agent that may be in electronic form. 4. COMPANY'S RIGHT TO AMEND The Company may amend this Commitment at any time. If the Company amends this Commitment to add a defect, lien, encumbrance, adverse claim, or other matter recorded in the Public Records prior to the Commitment Date, any liability of the Company is limited by Commitment Condition 5. The Company shall not be liable for any other amendment to this Commitment. i 5. LIMITATIONS OF LIABILITY (a) The Company's liability under Commitment Condition 4 is limited to the Proposed Insured's actual expense incurred in the interval between the Company's delivery to the Proposed Insured of the Commitment and the delivery of the amended Commitment, resulting from the Proposed Insured's good faith reliance to: (i) comply with the Schedule B, Part I-Requirements; (ii) eliminate,with the Company's written consent,any Schedule B, Part 11-Exceptions;or (iii) acquire the Title or create the Mortgage covered by this Commitment. (b) The Company shall not be liable under Commitment Condition 5(a) if the Proposed Insured requested the amendment or had Knowledge of the matter and did not notify the Company about it in writing. (c) The Company will only have liability under Commitment Condition 4 if the Proposed Insured would not have incurred the expense had the Commitment included the added matter when the Commitment was first delivered to the Proposed Insured. This page Is only a part of a 2016 ALTA®Commitment for Title insurance. This Commitment is not valid without the Notice;the Commitment to Issue Policy;the Commitment Conditions;Schedule A;Schedule 8,Part I-Requirements;and Schedule 8,Part II-Exceptions;and a countersignature by the Company or its Issuing agent that may be in electronic form. ALTA commitment For Title Insurance 8-1-16 Page 2 (d) The Company's liability shall not exceed the lesser of the Proposed Insured's actual expense incurred in good faith and described in Commitment Conditions 5(a)(i)through 5(a)(iii)or the Proposed Policy Amount. (a) The Company shall not be liable for the content of the Transaction Identification Data, if any. (f) In no event shall the Company be obligated to issue the Policy referred to in this Commitment unless all of the Schedule B, Part I-Requirements have been met to the satisfaction of the Company. (g) In any event,the Company's liability is limited by the terms and provisions of the Policy. 6. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT (a) Only a Proposed Insured identified in Schedule A, and no other person, may make a claim under this Commitment. (b) Any claim must be based in contract and must be restricted solely to the terms and provisions of this Commitment. (c) Until the Policy is issued, this Commitment, as last revised, is the exclusive and entire agreement between the parties with respect to the subject matter of this Commitment and supersedes all prior commitment negotiations, representations, and proposals of any kind, whether written or oral, express or implied, relating to the subject matter of this Commitment. (d) The deletion or modification of any Schedule B, Part II -Exception does not constitute an agreement or obligation to provide coverage beyond the terms and provisions of this Commitment or the Policy. (a) Any amendment or endorsement to this Commitment must be in writing and authenticated by a person authorized by the Company. (f) When the Policy is issued, all liability and obligation under this Commitment will end and the Company's only liability will be under the Policy. '9. IF THIS COMMITMENT HAS BEEN ISSUED BY AN ISSUING AGENT The issuing agent is the Company's agent only for the limited purpose of issuing title insurance commitments and policies.The issuing agent is not the Company's agent for the purpose of providing closing or settlement services. 8. PRO-FORMA POLICY The Company may provide, at the request of a Proposed Insured, a pro-forma policy illustrating the coverage that the Company may provide. A pro-forma policy neither reflects the status of Title at the time that the pro-forma policy is delivered to a Proposed Insured,nor is it a commitment to insure. i 9. ARBITRATION The Policy contains an arbitration clause. All arbitrable matters when the Proposed Policy Amount is $2,000,000 or less shall be arbitrated at the option of either the Company or the Proposed Insured as the exclusive remedy of the parties.A Proposed Insured may review a copy of the arbitration rules at<htti)://www.alta.org/arbitration>. STEWART TITLE GUARANTY COMPANY All notices required to be given the Company and any statement in writing required to be furnished the Company shall be addressed to It at P.O. Box 2029, Houston, Texas 77252 2029. I I This page is only a part of a 2016 ALTA®Commitment for Title Insurance. This Commitment is not valid without the Notice;the Commitment to Issue Policy;the Commitment Conditions;Schedule A;Schedule 8,Part I-Requi►ements;and Schedule B,Part 11-Exceptions;and a countersignature by the Company or its issuing agent that may be in electronic form. ALTA Commitment For Title Insurance 8-1-16 Page 3 ALTA COMMITMENT FOR TITLE INSURANCE SCHEDULE A ApAstewErt" ISSUED BY 'STEWART TITLE GUARANTY COMPANY Issuing Office File Number: 523607AM Transaction Idengricadon Data for reference only. Issuing Agent: AmeriTitle,LLC Issuing Office: 700 S Main St.,Cascade,ID 83611 Customer Reference No.: Property Address: Tax#55 in Govt Lots 10 and 12 Section 30 T18N R3E,McCall,ID 83638 [Revision Number: ] 1. Commitment date:February 10,2022 at 7:30 A.M. 2. Policy to be issued: (a) 2006 ALTA Owner's Policy F 7x Standard Coverage Extended Coverage Proposed Policy Amount: $175,000.00 Premium: $681.00 (reflects re-issue credit) Proposed Insured: Payette Riverwalk Alliance,Inc,an Idaho corporation (b) 2006 ALTA Loan Policy Standard Coverage 0 Extended Coverage Proposed Policy Amount: Premium: $0.00 Endorsements: Premium: Proposed Insured: 3. The estate or interest in the Land described or referred to in this Commitment is: FEE SIMPLE 4. Title to the estate or interest in the Land is at the Commitment Date vested in: Payette Land Trust,an Idaho non-profit corporation 5. The Land is described as follows: See attached Exhibit'A' This page is only a part of a 2016 ALTA®Commitment for Title Insurance. This Commitment is not valid without the Notice;the Commitment to Issue Policy;the Commitment CondYions;Schedule A;Schedule A Part I-Requirements;and Schedule A Pert It-Exceptions;and a countersignature by the Company or its Issuing agent that may be In electronic form. ALTA Commitment For Title Insurance B-1-16 Page 4 i ALTA COMMITMENT FOR TITLE INSURANCE SCHEDULE B PART I //Pstewcart ISSUED BY STEWART TITLE GUARANTY COMPANY Issuing Office File Number: 528607AM REQUIREMENTS All of the following Requirements must be met: 1. The Proposed Insured.must notify the Company in writing of the name of any party not referred to in this Commitment who will obtain an interest in the Land or who will make a loan on the Land.The Company may then make additional Requirements or Exceptions. 2. Pay the agreed amount for the estate or interest to be insured. 3. Pay the premiums,fees,and charges for the Policy to the Company. 4. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured,or both,must be properly authorized,executed,delivered,and recorded in the Public Records. 5. Additional requirements and/or exceptions may be added as details of the transaction are disclosed to,or become known by the Company. 6. The company will require the following document in order to insure a conveyance,lease,exchange,other disposition or encumbrance by the corporation named below: Corporation:Payette Land Trust,Inc.,an Idaho corporation. An original or certified copy of the resolution of the Board of Directors authorizing the subject transaction. 7. The company will require the following document in order to insure a conveyance,lease, exchange,other disposition or encumbrance by the corporation named below: Corporation:Payette Riverwalk Alliance,Inc.,an Idaho corporation. An original or certified copy of the resolution of the Board of Directors authorizing the subject transaction. NOTES A. Any map or sketch enclosed as an attachment herewith is furnished for informational purposes only to assist in property location with reference to streets and other parcels. No representation is made as to accuracy and the company assumes no liability for any loss occurring by reason of reliance thereon. I B. In the event this transaction fails to close and this commitment is cancelled a fee will be charged complying with the state insurance code. C. Taxes,including any assessments collected therewith,for the year shown below are paid: Amount:$1,455.40 Year: 2021 Parcel No.: RP18NO3E305960 This page Is only a part o1 a 2016 ALTA"Commitment for Tlt/e Insurance. This Commitment Is not vaW without the Notice;the Commament to Issue Policy,,the Commlhnent Conditions;Schedule A;Schedule®,Part I-Requirements;and Schedule A Part 11-Exceptions;and a countersignature by the Company or its issuing agent that may be In electronic torn. ALTA Commitment For Title Insurance 8-1-16 Page 6 ALTA COMMITMENT FOR TITLE INSURANCE SCHEDULE B PART II //P^stewaft ISSUED BY STEWART TITLE GUARANTY COMPANY Issuing Office File Number: 529607AM EXCEPTIONS THIS COMMITMENT DOES NOT REPUBLISH ANY COVENANT, CONDITION, RESTRICTION, OR LIMITATION CONTAINED IN ANY DOCUMENT REFERRED TO IN THIS COMMITMENT TO THE EXTENT THAT THE SPECIFIC COVENANT, CONDITION,RESTRICTION, OR LIMITATION VIOLATES STATE OR FEDERAL LAW BASED ON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, GENDER IDENTITY,HANDICAP,FAMILIAL STATUS,OR NATIONAL ORIGIN. The Policy will not insure against loss or damage resulting from the terms and provisions of any lease or easement identified in Schedule A, and will include the following Exceptions unless cleared to the satisfaction of the Company: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments,or notices of such proceedings,whether or not shown by the records of such agency or by the public record. 2. Any facts,rights,interests,or claims which are not shown by the public records,but which could be ascertained by an inspection of the Land or by making inquiry of persons in possession thereof.. 3. Easements,liens or encumbrances,or claims thereof,which are,not shown by the public records. 4. Discrepancies,conflicts in boundary lines,shortages in area,encroachments,or any other facts which a correct survey would disclose,and which are not shown by the public records.. 5. (i)Unpatented mining claims;(ii)reservations or exceptions in patents or in Acts authorizing the issuance thereof; (iii)water rights„claims or title to water,whether or not the matters excepted under (a),(b)or(c)are shown by the Public Records.. 6. Any lien,or right to a lien,for services,labor,equipment,or material heretofore or hereafter furnished,imposed by law and not shown by the public records. 7. Rights of the state or federal government and/or public in and to any portion of the land for right of way(whether or not such rights are shown by recordings of easements and/or maps in the Public Records by the State of Idaho showing the general location of these rights of way). 8. Minerals of whatsoever kind,subsurface and surface substances,including but not limited to coal, lignite,oil,gas,uranium,clay,rock,sand and gravel in,on,under and that may be produced from the Land,together with all rights,privileges,and immunities relating thereto,whether or not appearing in the Public Records or listed in Schedule B. The Company makes no representation as to the present ownership of any such interests.There may be leases,grants,exceptions or reservations of interests that are not listed. f 9. Taxes,including any assessments collected therewith, for the year 2022 which are a lien not yet due and payable. This page Is only a part of a 2016 ALTA®Commitment for Title Insurance. This Commitment is not valid without the Notice;the Commitment to Issue Policy; the Commitment Conditions Schedule A; Schedule B, Part I- Requirements; and Schedule B, Part It-Exceptions; and a countersignature by the Company or its issuing agent that may be in electronic form. ALTA Commitment For Title Insurance 6-1-16 Page ALTA COMMITMENT FOR TITLE INSURANCE SCHEDULE B PART II Ap i 6 vie ISSUED BY STEWART TITLE GUARANTY COMPANY Issuing Office File Number: S29607AM 10. Agreement Granting Sewer Easement and Vacating Existing Sewer Easement,including the terms and provisions thereof, Recorded:January 31,2020 Instrument No.:426595 11. Easements,reservations and dedications,as shown on record of survey; Recorded:August 21,2020 j Instrument No.:431516 12. An easement including the terms and provisions thereof,affecting the portion of said premises and for the purposes stated therein as set forth in instrument: Recorded: September 24,2020 Instrument No.:432739 13. Agreement Regarding Lot Funding,including the terms and provisions thereof, Recorded:December 30,2021 Instrument No.:447042 14. Conservation Easement,including the terms and provisions thereof, ! Recorded: Instrument No.: 15. Any adverse claim based upon the assertion that a) Some portion of the Land forms the bed or bank of a navigable river or lake or lies below the mean high water mark thereof; b) The boundary of the Land has been affected by a change in the course or water level of a navigable river or lake; c) The Land is subject to water rights claims or title to water and to any law or governmental regulation pertaining to wetlands. I END OF SCHEDULE B I This page is only a pad of a 2016 ALTA®Commitment for Title Insurance.This Commitment is not valid without the Notice;the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule 8, Part I- Requirements and Schedule 8, Part II-Exceptions;and a countersignature by the Company or its issuing agent that may be in electronic form. ALTA Commitment For Title Insurance 8-1-16 Page 7 ALTA COMMITMENT FOR TITLE INSURANCE SCHEDULE B PART II ®®e`1 slew ISSUED BY STEWART TITLE GUARANTY COMPANY Issuing Office File Number: 528607AM EXHIBIT `A' File No. 528607AM Parcel 1: I A parcel of land situate in Government Lots 10 and 12, and the SE 1/4 SW 1/4 of Section 30, T. 18 N., R. 3 E., B.M., Valley County, Idaho, lying over a portion of Parcel No. RP18NO3E307946, as described in that particular Warranty Deed, recorded as Instrument No. 426594, in the Office of the Recorder of Valley County, Idaho, more particularly described as follows: I Commencing at an aluminum cap marking the Section Corner common to Sections j 29, 30, 31, and 32, T. 18 N., R. 3 E., B.M., Valley County, Idaho, as shown on that particular Record of Survey, recorded as Instrument No. 429001, on file in Book 14, on Page 25 of Surveys, in the Office of the Recorder of Valley County, Idaho; thence, N. 89°50'33" W., 2,655.38 feet along the line common to said Sections 30 and 31, to an aluminum cap marking the Quarter Corner common to said Sections 30 and 31; thence, N. 89°4642" W., 1,484.14 feet along said section line to a 5/8" rebar marking the Southwest Corner of Lot 1, Payette River Subdivision No. 1, as shown on the official plat thereof recorded as Instrument No. 79827, on file in Book 4, on Page 47 of Plats, in the Office of the Recorder of Valley County, Idaho, to the REAL POINT OF BEGINNING: Thence, N. 89046'42" W., 557.52 feet along the line common to said Sections 30 and 31, to a 5/8" rebar marking the Meander Corner to said Sections, Thence, continuing N. 8904642" W., 4.00 feet along said common line to the Ordinary High Water Mark of the North Fork of the Payette River, Thence, along said Ordinary High Water Mark the following courses; N. 22°53'40" E., 41.63 feet, N. 31°49'09" E., 32.43 feet, N. 20°22'30" E., 74.01 feet, N. 12°01'28" E., 46.96 feet, N. 3°4847" E., 65.70 feet, N. 16°4347" E., 71.30 feet, N. 280 10'47" E., 68.90 feet, N. 40-3947" E., 35.70 feet, This page Is only a part of a 2016 ALTA®Commitment for Me Insurance.This Commitment is not valid without the Notice;the Commitment to issue Policy, the commitment conditions, Schedule A; Schedule B, Part 1 - Requirements; and Schedule B, Part ll-Exceptions; and a countersignature by the Company or its Issuing agent that may be In electronic thrm. ALTA Commitment For Me Insurance 8-1-16 Page 8 i J ALTA COMMITMENT FOR TITLE INSURANCE SCHEDULE B PART II A^stewart ISSUED BY STEWART TITLE GUARANTY COMPANY Issuing Office File Number: 529607AM Thence, continuing along said Ordinary High Water Mark the following courses: N. 34°49'13" W., 57.50 feet, S. 87-39148" W., 20.80 feet, S. 25°30'13" E., 31.20 feet, S. 50-01'47" W., 49.30 feet, N. 15"35'13" W., 27.40 feet, N. 42007'13" W., 77.50 feet, N. 21°43'13" W., 43,10 feet, N. 15°26'13" W., 190.80 feet, N. 3-41'13" W., 248.50 feet, N. 19°13'47" E., 97.17 feet, N. 48°4745" E., 91.24 feet, N. 24°42'58" E., 55.78 feet, N. 45007'42" E., 39.94 feet, N. 68°19'03" E., 39.30 feet, N. 56007'29" E., 135.90 feet N. 36°24'27" E., 137.87 feet, N. 48052'52" E., 110.16 feet, Thence, N. 45033'18" E., 108.82 feet along said Ordinary High Water Mark to a 5/8" rebar, Thence, S. 36025'32" E., 817.39 feet to a 5/8" rebar marking the angle point on the westerly boundary of Lot 10, said Payette River Subdivision No. 1, Thence, S. 510 12'00" W., 187.06 feet along the westerly boundary of said subdivision to a 1/2" rebar, Thence, N. 69014'15" W., 144.87 feet along the westerly boundary of said subdivision to a 1/2" rebar, Thence, S. 22'11'32" W., 399.04 feet along the westerly boundary of said subdivision to a 5/8" rebar, Thence, S. 9"11'52" E., 310.37 feet along the westerly boundary of said subdivision to a 5/8" rebar, Thence, S. 6°42'25" W., 129.43 feet along the westerly boundary of said subdivision to the Point of Beginning. Bearings based on GPS derived State Plane Grid Azimuth, Idaho West Zone (1103). i This page Is only a part of a 2016 ALTA®Commitment for Title Insurance.This Commitment is not valid without the Notice;the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule S, Part I- Requirements; and Schedule R. Part 11-Exceptions;and a countersignature by the Company or its issuing agent that may be in electronic form. ALTA Commitment For Title Insurance 8-1-16 Page 9 ALTA COMMITMENT FOR TITLE INSURANCE SCHEDULE B PART II //*^stewaft' ISSUED BY STEWART TITLE GUARANTY COMPANY Issuing Office File Number: S28607AM Parcel 2: An Ingress-Egress Easement, situate in Government Lots 8 and 10 of Section 30, T. 18 N., R. 3 E., B.M., Valley County, Idaho, lying over a portion of Parcel No. RP18NO3E307946, owned by Gems of the Pines, LLC, and Mountain View Business Center, LLC, as shown on that particular Warranty Deed, recorded as Instrument No. 426594, in the Office of the Recorder of Valley County, Idaho, more particularly described as follows: Commencing at a 5/8" rebar on the northerly right-of-way of Moon Ridge Drive, marking the South Corner common to Lots 28 and 29, Payette River Subdivision No. 2, as shown on the official plat thereof on file in Book 7, on Page 92 of Plats, in the Office of the Recorder of Valley County, Idaho; thence, S. 77°3232" W., 34.98 feet along said northerly right-of-way; thence 79.09 feet along said northerly right-of-way on a curve to the left, whose radius is 437.84 feet, delta angle is 1002101", and whose long chord bears S. 72°22'01" W., 78.99 feet to a 5/8" rebar, the REAL POINT OF BEGINNING. Thence, 39.97 feet along said northerly right-of-way on a curve to the left, whose radius is 437.84 feet, delta angle is 5°13'50", and whose long chord bears S. 64°3436" W., 39.96 feet, Thence, N. 66*46108" W., 295.90 feet, Thence, N. 82'38'39" W., 282.18 feet, i Thence, S. 87056'49" W., 386.93 feet, Thence, S. 87051144" W., 390.91 feet, Thence, S. 87043104" W., 258.84 feet, Thence, S. 630 16'46" W., 334.35 feet, j Thence, S. 72*23'15" W., 38.77 feet, Thence, S. 49°19'43" W., 189.53 feet, Thence, S. 0°07'38" E., 87.05 feet, Thence, S. 11032'54" W., 143.51 feet, Thence, N. 36025'32" W., 40.39 feet, Thence, N. 11'3254" E., 113.41 feet, Thence, N. 0007'38" W., 61.86 feet, Thence, S. 54031`54" W., 120.88 feet, Thence, N. 36°25'32" W., 30.00 feet, Thence, N. 54°31`54" E., 149.73 feet, Thence, N. 490 19'43" E., 195.76 feet, This page is only a part of a 2016 ALTA®Commitment for Title Insurance.This Commitment is not valid without the Notice;the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule 8, Part I- Requirements; and Schedule A Part 11-Exceptions; and a countersignature by the company or its Issuing agent that may be In electronic form. ALTA Commitment For We Insurance 8-1-16 Page 10 ALTA COMMITMENT FOR TITLE INSURANCE SCHEDULE B PART II //A^stewaft ISSUED BY STEWART TITLE GUARANTY COMPANY Issuing Office File Number: 528607AM Thence, N. 57001'47" E., 89.95 feet, Thence, N. 63°16'46" E., 233.53 feet, Thence, N. 76°30'24" E., 65.55 feet, Thence, N. 87°43104" E., 265.38 feet, Thence, N. 87°51'44" E., 390.97 feet, Thence, N. 87°56'49" E., 389.42 feet, Thence, S. 82°38'39" E., 288.83 feet, Thence, S. 66°4549" E., 326.48 feet to the Point of Beginning. I Bearings based on GPS derived State Plane Grid Azimuth, Idaho West Zone (1103). I i I i This page is only a part of a 2016 ALTA"Commitment for Title Insurance.This Commitment is not valid without Me Notice;the Commitment to Issue Policy; the Commitment Conditions; Schedule A;Schedule 8, Part I- Requirements; and Schedule B, Part It-Exceptions; and a countersignature by the Company or Its issuing agent that may be in electronic form. ALTA Commitment For Title Insurance 8-1-16 Page 11 Tax Information (refresh TAG: TAG 640-0000 Current cumer: AIN: TIF: Ownership type.- 50111 0011101MIMP Status: At*hm County: 43-Volley Sihsaddress! Ceocode: Case! Description:TAX 855 IN GGWT[OrS 10 A( I Rev aces: 00NO72333 Pmt pin: Class:522 Res Rural Traci Vacant Tax sale; ACH Fdn- Ran type: Real Property 2021-1450114-A v -TaX NOW*- 2/29/2022 eta 2021-145084-A Nu type: Original Actual Droner of reee,d. Inst 2-Juna 21 sal dates: November 01,2021 ATM CRAIG ILTM VMC DIR, Total Current $0.00 PAYETTE LAND TRUST 3H E LAKE ST petrilluent $0,01) Amount: $1,455.40 MCCALL ID 83636 Advisurplus $0.00 IJ Paid date.: Monday,December 20,2021 Discount $0.90 U21,22052 Total Due $0.00 Sea—no: Paid by; MOUNTAIN VIEW BUSINESS CENTER LLC �4"�XW Decal no: Land Assessed •M3,104 USD Desmption; TAX*55 INGOWLOTS I0 AND 1ZS30T18N POE Total Ayes 20.3572 Acres T.W Value 443,164 050—J 71 Not T—Value 443,164 USD a;.T. Credils Nee Tar Tar Savinan OR CHG 15-0000 2,455AC 0.00 1,455.40 0.00 0-001LFPA_ .01Y ". Dsrloprrtenr (�1 V11 L Y v I I.iL.tc rtli a n n' "s' BLA CM U 1 t 77 174 ON THE CD a (, ) su wer 14.114 2 112 118 r 11 e 79," uo 111 G ,,pp,� 3 covzLorlo p, OF zo � O� 4 91 (10.40ac) 21 p r Q ,40 H 0 sa.�,ou Ta W.53 r 6 i [Am mmz 12D Su 4-58 20.531 ac 1s 1 93 3 92 St 3 1 6E 1 O ♦ ■� *� 127 14 1 378 � � l►!DO/7i O GOVrLOT12 5960 m 126 (1A60ac} 13 71 2 12 19 Oo 3o 72 Cyr 12s Y� 107 42 u 61 sa 79 SUBD. 124 G �r`3 60 43 59 s ° sa 76 74 9 Ta W.55 7 u S7 I 20.357 nc 6 I 47 36 84 � 5•33 Phart2 1 s .re 4• to 49 S2 33 34 33 81 i :21 4 an S1 � 4 120 G 2 MOON Dam 01 00 89 881 87 M D1 00 8 8 06 09 1 08 1 07 MI 03 1 ml 93 11 1 1 5 su t4 MOM 54 DED'6 Eaem,act O o xo.to79e7 � • J J I Instrument# 448417 After recordation, return to: VALLEY COUNTY,CASCADE,IDAHO Amy K.Halm 02-28-2022 16:37:26 No.of Pages:5 Recorded for:AMERITITLE-CASCADE Millemann,Pemberton&Holm LLP DOUGLASA.MILLER Fee:$15.00 P.O. BOX 1066 Ex-Officio Recorder Deputy:AMF Electronically Recorded by Simplifile McCall,Idaho Space above for Recorder's Use SPECIAL WARRANTY DEED For good and valuable consideration, the receipt of which is hereby acknowledged Gems of the Pines,LLC an Idaho Limited Liability Company,whose addressis 180 Cindy Ct.,McCall, Idaho,8363 8("Grantor"),grants,bargains,sells,conveys and specially warrants to the Payette Riverwalk Alliance, Inc., an Idaho non-profit corporation, whose address is 260 Moonridge Drive, McCall,Idaho, 83638 ("Grantee"), and its successors and assigns forever the following described real property(the"Property"): See Exhibit attached hereto and incorporated herein. SUBJECT TO: taxes and assessments for the year 2022 and all subsequent years, if any; all existing easements, rights-of-way, reservations, restrictions encumbrances and interests of record or otherwise visible on the property; and, any state of facts an accurate survey or inspection of the premises would show (collectively, the "Permitted Exceptions"). This conveyance shall include any and all estate, right, title, interest, appurtenances, tenements and hereditaments in anywise appertaining to the Property, as well in law as in sty. The Grantor covenants to the Grantee that Grantor is the owner in fee simple of said premises; that the premises are free from encumbrances created or suffered by the Grantor, excepting the Permitted Exceptions herein set forth, and excepting those of record, and that Grantor will warrant and defend the same from all lawful claims of or through Grantor, but none other. I MESS WHEREOF,the Grantor has executed this instrument on this day of- , 2022. GRANTOR: i Gems of the Pines,LLC an Idaho Limited Liability Company By:Brian Valle,Manager l Special Warranty Deed 1 STATE OF IDAHO, ) (ss. County of Valley.�Y) On thisV'day of E YQJ ,2022,before me, �� e-- ,a Notary Public in and for said State,personally appeared Brian Valle,known or identified to me to the Manager of Gems of the Pines,LLC and acknowledged to me that such corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal,the day and year in this certificate first above written. \`,ao1pi1111iNllJl% ����: .�PUBL%C•••. ` NOTARY PUBLIC FOR IDAHO My Commission Expires: V c�0 ON s �GOBS\�62�23•. o o G'O•'•STATc�F��P<''��R i I I I I Special Warranty Deed 2 i I I EXHIBIT "A" 527537AM PARCEL 1: A parcel of land situate in Government Lots 8, 10, and 12, and the SE 1/4 SW 1/4 of Section 30, T. 18 N., R. 3 B., B.M., Valley County, Idaho, being a portion of Parcel No. RP 18NO3E307944, as described in that particular Warranty Deed, recorded as instrument No. 426594, in the Office of the Recorder of Valley County, Idaho, more particularly described as follows: Commencing at an aluminum cap marking the Section Corner common to Sections 29, 30; 31, and 32, T. 18 N., R. 3 E., B.M., Valley County, Idaho, as shown on that particular Record of Survey, recorded as Instrument No. 429001, on file in Book 14, on Page 25 of Surveys, in the Office of the Recorder of Valley County, Idaho; thence, N. 89°50'33" W., 2,655.38 feet along the line common to said Sections 30 and 31, to an aluminum cap marking the Quarter Corner common to said Sections 30 and 31; thence, N. 89°4642" W., 1,484.14 feet along said section line to a 5/8" rebar marking the Southwest Corner of Lot 1, Payette River Subdivision No. 1, as shown on the official plat thereof recorded as Instrument No. 79827, on file in Book 4, on Page 47 of Plats, in the Office of the Recorder of Valley County, Idaho; thence, N. 6°42'25" E., 129.43 feet along the westerly boundary of said subdivision to a 5/8" rebar; thence,. N. 9-11`52- W., 310.37 feet-along said westerly subdivision boundary to a 5/8" rebar; thence, N. 22'11`32" E., 399.04 feet along said westerly subdivision boundary to a 1/2" rebar; thence, S. 69°14'15" E., 144.87 feet along said subdivision boundary; thence, N. 51°12'00" E., 187.06 feet along said subdivision boundary to a 5/8" rebar marking the angle point on the westerly boundary of Lot 10, of said subdivision, the REAL POINT OF BEGINNING: Thence, N. 3602532" W., 817.39 feet to the Ordinary High Water Mark of the North Fork of the Payette River, Thence, along said Ordinary High Water Mark the following courses: N. 48°33'02" E., 125..38 feet, N. 7004347" E. 113.60 feet, N. 60°41'47" E., 222.00 feet, N. 25001'47" E., 141.80 feet, I N. 42°5647" E., 55.90 feet, N. 640 19'47" E., 45.60 feet, N. 75°30'47" E., 75.10 feet, S. 88027'13" E., 152.40 feet, S. 67°39'13" E., 96.50 feet, S. 78-18'13" E., 161.80 feet, S. 84°45'13" E., 117.20 feet, S. 70°10'13" E., 148.38 feet, S. 86038'09" E., 512.29 feet, S. 83°2243" E., 243.98 feet, N. 58°08'04" E., 116.03 feet, Thence, N. 49°4231" E., 302.37 feet along said Ordinary High Water Mark to a 1/2" rebar marking the Northwest Corner of Lot 27, Fayette River Subdivision No. 2, as shown on the official plat thereof recorded as Instrument No. 132272, on file in Book 7, on Page 92 of Plats, in the Office of the Recorder of Valley County, Idaho, Thence, S. 19°5934" E., 134.11 feet along the westerly boundary of said subdivision to a 1/2" rebar, Thence, S. 5°03'54" W., 169.73 feet to a 5/8" rebar, Thence, S. 73°00'00" E., 90.00 feet to a 5/8" rebar on the westerly boundary of said subdivision, Thence, S. 19°59'34" E., 68.00 feet along the westerly boundary of said subdivision to a 5/8" rebar on the northerly right-of-way of Moonridge Drive, marking the Corner common to Lots 28 and 29, of said subdivision, Thence, S. 77°3232" W., 34.98 feet along said northerly right-of-way to a 5/8" rebar, Thence, 119.06 feet along said northerly right-of-way on a curve to the left, whose radius is 437.84 feet, delta angle is 15°3451", and whose long chord bears S. 69°45'06" W., 118.70 feet to a 5/8" rebar, Thence, S. 61°5741" W., 16.87 feet along said northerly right-of-way to a 5/8" rebar, Thence, N. 69°30'02" W., 50.94 feet to a 5/8" rebar, Thence, N. 67°4447" W., 156.26 feet to a 5/8" rebar, Thence, N. 73°29'22" W., 135.89 feet to a 1/2" rebar, Thence, N. 82°4847" W., 25.11 feet to a 1/2" rebar marking the North Corner common to Lots 28 and 29, First Amended Plat of Payette River Subdivision No. 1, as shown on the official plat thereof, recorded as Instrument No. 235184, on file in Book 8, on Page 101 of Plats, in the Office of the Recorder of Valley County, Idaho, Thence, N. 82°01'48" W., 143.86 feet to a 1/2" rebar marking the North Corner common to Lot 28 of said First Amended Subdivision and Lot 27, of said Fayette River Subdivision No. 1, Thence, S. 87°59'41" W., 697.27 feet to a 1/2" rebar marking the Northwest Corner of Lot 22, of said Payette River Subdivision No. 1, Thence, S. 13°3852" W., 282.36 feet to a 5/8" rebar marking the angle point on the westerly boundary of Lot 19, of said subdivision, Thence, S. 56°46'04" W., 467.02 feet to a 5/8" rebar marking the angle point on the westerly boundary of Lot 14, of said subdivision, Thence, S. 33°07'13" W., 359.21 feet to the Point of Beginning, Bearings based on GPS derived State Plane Grid Azimuth, Idaho West Zone (1103). EXCLUDING THEREFROM the following described parcel: Commencing at a 5/8" rebar marking the northwest corner of Lot 27 Payette River Subdivision No. 2 as shown on the Official Plat thereof on file in the Office of the Recorder of Valley County,Idaho, in Book 7 on Page 92, of Plats on the left bank on the North Fork of the Payette River; Thence South 37114 V07"West 299.91 feet to the northeast corner of an existing well building the REAL POINT OF BEGINNING: Thence South 07°48'00" East 10.00 feet; Thence South 82°12'00" West 10.00 feet Thence North 07°48'00" West 10.00 feet; Thence North 82°12'00" East 10.00 feet; to the Point of Beginning. Bearings based on the State Plane Grid Azimuth. PARCEL 2: A parcel in Section 30, Township 18 North Range 3 East Boise Meridian Valley' County, Idaho Commencing at a 5/8" rebar marking the northwest corner of Lot 27 Payette River Subdivision No. 2 as shown on the Official Plat thereof on file in the Office of the Recorder of Valley County, Idaho, in Book 7 on Page 92, of Plats on the left bank on the North Fork of the Payette River; Thence South 37°41'07" West 299.91 feet to the northeast corner of an existing well building the REAL POINT OF BEGINNING: Thence South 07°48'00" East 10.00 feet; Thence South 82°12'00" West 10.00 feet Thence North 07°48'00" West 10.00 feet; Thence North 82°12'00" East 10.00 feet; to the Point of Beginning. Bearings based on the State Plane Grid Azimuth. n k >{ `j .. .. 't �• ttli';.iY � _i Fs�tl 5�� .t'9f1 When recorded,return to: i u GRANT OF CONSERVATION EASEMENT Gems of the Pines LLC Property Conservation Easement THIS GRANT OF CONSERVATION EASEMENT.("Grant") is made effective as of this 2-q-4'�, day of F'x VY �,202 2-("Effective Date"),by and between GEMS OF THE PINES LLC,an Idaho Limiled Liability Company,with mailing address at 180 Cindy Ct., McCall, Idaho 83638, ("Grantor"),and PAYETTE LAND TRUST,INC., an Idaho non-profit corporation,whose principal address is 309 E. Lake Street,McCall, Idaho 83638 ("PLT"). Grantor and PLT may sometimes be referred to herein individually as a"Party"or collectively as the."Parties." The following-exhibits are attached to and incorporated into this Grant: Exhibit A. Legal Description of the Property, 'Exhibit B: Map of the Property; Exhibit C: Permitted Uses of the Property; Exhibit p: Prohibited Uses of the Property; Exhibit.E: Title Exceptions;. PAYETTE RIVERWALK'GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 1 When recorded,return to: Instrument#448496 VALLEY COUNTY,CASCADE,IDAHO 02 211= 18:37:28 No.of Pages 28 Recorded for AMERITrrLE-CASCADE DOUGLAS A MILLER Faa:$91.00 Ex-O fido Recorder Deputy:AMF Eledrankally Recorded by Shplitde GRANT OF CONSERVATION EASEMENT Gems of the Pines LLC Property Conservation Easement THIS GRANT OF CONSERVATION EASEMENT("Grant")is made effective as of this 2-Q day of ,2022-("Effective Date'),by and between GEMS OF THE PINES LLC,an Idaho Lim1W Liability Company,with mailing address at 180 Cindy Ct.,McCall, Idaho 83638,("Granter'),and PAYETTE LAND TRUST,INC., an Idaho non-profit corporation,whose principal address is 309 E.Lake Street,McCall,Idaho 83638 C PLT"). Grantor and PLT may sometimes be referred to herein individually as a"Party"or collectively as the"Parties." The following exhibits are attached to and incorporated into this Grant: Exhibit A: Legal Description of the Property; Exhibit B: Map of the Property; Exhibit C: Permitted Uses of the Property; Exhibit D: Prohibited Uses of the Property; Exhibit E: Title Exceptions; i PAYETM RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 1 i 1 1 RECITALS A. Grantor owns real property in Valley County,Idaho,consisting of approximately 20.13 acres,which is described in Exhibit A and shown for reference purposes on the Property Map attached as Exhibit B,together with all appurtenances thereto,including,without limitation, all minerals and mineral rights and water and water rights,if any, save and except only the rights and interests that are identified as title exceptions("Title Exceptions")on the attached Exhibit E (collectively,the"Property"). B. As fee owner of the Property, Grantor possesses the affirmative right to identify, preserve, and protect the existing natural features and values of the Property. C. In accordance with the Idaho Uniform Conservation Easement Act(the"Act"),the Property possesses significant values, including,but not limited to natural features, scenic views, open space, and hydrologic, ecological, scientific and agricultural values that are all of great importance to Grantor,the PLT,and the people of the State of Idaho. The particular conservation values to be preserved and protected under this Grant include, without limitation,the North Fork of the Payette River(the"River")and its tributaries,including water quality,stream hydrology and spawning and rearing habitat for resident fish;riparian and wetland ecosystems and associated hydrologic function and native flora and fauna; significant habitat that contributes to a biologically diverse ecosystem supporting a variety of wildlife, including,but not limited to elk,deer,bear,river otter,weasels,bobcats,eagles, osprey,hawks, grouse, sandhill crane and other migratory waterfowl and birds; important large mammal wintering habitat and migration corridors;and,open space along the River corridor(collectively, j the"Conservation Values"). Grantor desires to preserve and to protect the Conservation Values as specifically provided by the terms and conditions of this Grant. D. As of the Effective Date of this Grant,PLT is a nonprofit corporation incorporated under the laws of the State of Idaho as a tax-exempt public charity described in Sections 501(c)(3) and 509(a)(1)of the Internal Revenue Code,organized to protect and conserve natural areas and ecologically significant land for scientific,charitable, and educational purposes;is a"qualified organization"within the provisions of Section 170(h)of the Internal Revenue Code,qualified to acquire and hold conservation easements; and is a qualified"holder"under the Act. E. Grantor desires to convey to PLT and PLT desires to obtain from Grantor a conservation easement that in perpetuity limits or restricts certain uses of the Property and that grants rights to PLT to identify,monitor,preserve,protect and, in the event of their degradation or destruction, restore the Conservation Values. i i PAYETTE RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 2 GRANT OF CONSERVATION EASEMENT NOW THEREFORE,in consideration of the recitals set forth above,and the mutual covenants,terms,conditions,and restrictions contained in this document and other valuable consideration,the receipt and sufficiency of which are hereby acknowledged, and pursuant to the Act,Grantor voluntarily grants and conveys to PLT, and its successors and assigns, and PLT hereby accepts, a perpetual conservation easement in,on,over,and across the Property, subject to the terms and conditions set forth in this Grant, limiting forever certain uses that may be made of the Property and granting PLT certain specific rights in the Property(the"Conservation Easement"). Grantor and PLT further agree as follows: 1. PURPOSES. The purposes of this Grant and the Conservation Easement created herein are to preserve and protect in perpetuity,and,in the event of their degradation or destruction,to enhance and restore, the significant features and Conservation Values of the Property in the manner and as specifically provided by the terms and conditions of this Grant. 2. BASELINE EASEMENT DOCUMENTATION REPORT.The Parties acknowledge that a Baseline Easement Documentation Report of the Property(the"Report"),dated February 28,2022,has been prepared and approved by PLT. 3. PLT'S RIGHTS. The rights and interests that are granted and conveyed to PLT by this Grant include the following: A. Preserve and Protect. PLT may identify,monitor,preserve,protect and, in the event of their degradation or destruction,restore the Conservation Values,to the extent provided by, and as allowed by,the specific terms of this Grant. B. Entry and Access Rights. By this Grant,PLT is granted rights of access to enter upon the Property, using appurtenant easements and rights of way as necessary, and may enter upon the Property at reasonable times in order to monitor compliance with and otherwise enforce the terms of this Grant.Except in cases in which PLT reasonably determines that immediate entry is required to prevent,terminate,or mitigate a violation of the Grant, such entry will be made only after giving notice to Grantor at least twenty-four(24)hours in advance of such entry, as described in Paragraph 13.A. In any event,in the exercise of the entry and access rights granted herein,PLT shall neither unreasonably interfere with Grantor's use and quiet enjoyment of the Property,nor disturb the Property. 4. GENERAL PUBLIC USE.The grant of this Easement is not intended to create or to establish any right of public ownership of the Property. It does not give the public any right to conduct anyother activities on or from the property inconsistent with the terms of the Easement, nor to stray from the Property onto any adjoining property.Notwithstanding the above: A. The public shall have the right of entry onto and across the Property to and along the Payette River during the daylight hours. If the PLT or Property Owner desire to restrict the public access to designated trails and areas, it shall do so only after a Plan showing the proposed trails and areas and the associated signage has been approved by the McCall City Manager or the McCall City Council. PAYETTE RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 3 B. The Property owner and the PLT shall have the right to periodically establish and post Rules of Use of the Property which are reasonably necessary to protect the Conservation Values,but which do not exclude or preclude public access as aforesaid. C. The Property owner and the PLT shall have the right to close public access to the Property for a period of not to exceed a cumulative total of thirty(30) days during any calendar year if deemed by PLT or the Property Owner to be reasonably necessary for public safety,to prevent imminent damage to the Conservation Values or in the case of emergencies;provided that written notice of the closure is provided to the McCall City Manager not less than seven(7) days after the closure. Any other closures shall require the prior approval of the McCall City Manager or McCall City Council. Closures which receive the prior approval of the McCall City Manager or McCall City Council shall not count against the thirty(30)day allowance contained above in this Sub-section C. D. The Landowner shall place such signage on the Property as is reasonably necessary to advise the public as to its access rights as described above. Prior to posting on the Property, such signage shall be provided to the McCall City Manager for review and approval by the McCall City Manager or the McCall City Council.Any changes to the signage or additional signage which restrict public access shall require the prior approval of the McCall City Manager or the McCall City Council. E. The aforesaid covenants shall not be altered or modified without the prior written consent of the McCall City Manager or the McCall City Council. F. Any request for approval from the PLT or the Property Owner in accordance with the aforesaid covenants shall be in writing and shall be delivered to the McCall City Manager. If no response is received from the City of McCall within thirty(30)days after delivery of the request to the City Manager,the request shall be deemed approved by the City. 5. PERMITTED USES OF THE PROPERTY. Grantor shall be entitled to engage in the uses of the Property that are allowed by the terms and conditions of this Grant. In addition, except as prohibited or otherwise limited by Paragraph 6 and by Exhibit D,Grantor reserves the right to use and enjoy the Property in any manner consistent with the Conservation Values. In that regard,the uses set forth in Exhibit C,though not an exhaustive list of permitted uses, are agreed to be consistent with the Conservation Values and shall not be precluded,prevented,or limited by this Grant,except as follows: (a) as provided in Paragraph 6 and in Exhibit D; and(b) in those instances in which prior approval by PLT is required under this Grant. If any question exists regarding whether certain uses or activities not expressly allowed in Exhibit C or elsewhere in this Grant are permitted,Grantor shall notify PLT in writing in accordance with Paragraph 13.C. and obtain PLT's written approval,not to be unreasonably withheld,prior to engaging in such practices or activities. PLT shall have a period of sixty(60) days after receipt of Grantor's notice to review and respond to Grantor's request. Permission to carry out,or failure to object to, any proposed use or activity shall not constitute consent to any subsequent use or activity of the same or any different nature. Consent shall not be withheld if: (i)the proposed use or activity is reasonably related to a Permitted Use or is reasonably necessary to fully develop or engage in a Permitted Use, and,the proposed use or activity does not materially expand the impacts of the Permitted Use on the Conservation Values;or,(ii)if the proposed use or activity is neither reasonably related to nor reasonably necessary to fully develop PAYETTE RWERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 4 or engage in a Permitted Use,the proposed use or activity would not materially impair the Conservation Values. 6. PROHIBITED USES OF THE PROPERTY.Any activity on or use of the Property that is not expressly permitted in Exhibit C or elsewhere in this Grant,or by means of the approval process provided in Paragraph 5 above, is prohibited. In making this Grant, Grantor has considered the possibility that uses prohibited by the terms of this Grant,including those prohibited by Exhibit D,may become more economically valuable than the permitted uses. It is the intent of both Grantor and PLT that any such changes shall not be deemed to be circumstances justifying the termination, extinguishment,or modification of this Grant, except in accordance with Paragraphs 20 and 21 below. In addition,the inability of Grantor,or Grantor's heirs, successors,or assigns, to conduct or implement any or all of the uses permitted under the terms of this Grant, or the unprofitability of doing so,shall not impair the validity of this Grant or be considered grounds for its termination, extinguishment,or modification. 7. REMEDIES, A. Notice of Violation, Corrective Action. i. Violation by Grantor. If PLT becomes aware that a violation of the terms of this Grant has occurred or is threatened to occur,PLT shall give written notice to Grantor of such violation. If Grantor fails to cure the violation within thirty(30)days after receipt of notice from PLT, or under circumstances where the violation cannot reasonably be cured within a thirty (30)day period,fails to begin curing such violation within the thirty(30)day period or fails to continue diligently to cure such violation until finally cured, PLT shall have all remedies available at law or in equity to enforce the terms of this Grant,including,without limitation,the remedy of specific performance,the right to seek a temporary or permanent injunction with respect to such activity to require the restoration of that portion of the Property affected by such activity to the condition that existed prior to the undertaking of such prohibited activity,to pay monetary amounts which, if not paid, could result in extinguishment,modification,non- enforcement or impairment of the Conservation Easement created by this Grant,to recover its costs,expenses and fees incurred in the exercise of these remedies,and/or to recover any additional damages arising from the violation. Grantor agrees that PLT's remedies at law for any violation of the terms of this Grant may be inadequate and that PLT shall be entitled to injunctive relief,both prohibitive and mandatory,in addition to such other relief to which PLT may be entitled,including specific performance of the terms of this Grant.The remedies described in this Paragraph 7 shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity. Furthermore,the provisions of the Act are incorporated into this Grant by this reference,and this Grant shall include all of the rights and remedies set forth therein. B. Costs of Enforcement. In any action, suit or other proceeding undertaken to enforce the provisions of this Grant,the prevailing Party shall be entitled to recover from the non-prevailing Party all reasonable costs and expenses including attorneys' fees, and if such prevailing Party recovers judgment in any action or proceeding, such costs and expenses shall be included as part of the judgment. In addition, any costs of restoration shall be borne by the non- prevailing Party or as determined by the court. C. Emergency Enforcement. If PLT, in its reasonable discretion,determines that circumstances involving a breach of the terms of this Grant require immediate action, or to prevent an imminent breach or extinguishment of the Conservation Easement created by this PAYETTE RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 5 � f �f Grant,PLT may pursue its remedies under this Paragraph 7 upon sending notice in accordance with Paragraph 12.0 without waiting for the cure period to expire. D. Forbearance. Forbearance by PLT in the exercise of its rights under this Grant in the event of any breach of any term of this Grant shall not be deemed or construed to be a waiver by PLT of any of PLT's rights under this Grant. In no event shall any delay or omission by either party in exercising any right or remedy provided for in this Grant constitute an impairment of or a waiver of such right or remedy. E. Acts Beyond Grantor's Control.Nothing contained in this Grant shall be construed to entitle PLT to bring any action against Grantor for any injury to or change in the Property resulting from causes beyond Grantor's control,including,but not limited to, fire, flood,and storm or earth movement. 8. ASSIGNMENT. PLT may assign this Grant to another qualified land trust only upon receiving prior written approval from Grantor, which approval shall not be unreasonably withheld,denied or delayed, and provided that any such assignment shall be made only to an organization qualified, at the time of assignment, as an eligible donee under the Internal Revenue Code and regulations and as a holder of conservation easements under Idaho statute. In the event of the dissolution of PLT,PLT's rights,title and interest will be assigned only to a public body or to a private non-profit organization that is an organization qualified at the time of assignment to hold conservation easements under the Internal Revenue Code and Idaho statute and that is acceptable to Grantor or approved by a court. 9. RUNNING WITH THE LAND. The terms of this Grant and the Conservation Easement created by this Grant shall burden and run with the Property in perpetuity.Every provision of this Grant that applies to Grantor or to PLT shall also apply forever to their respective agents,heirs, devisees, administrators, employees,personal representatives, lessees, and assigns, and all other successors and shall burden or benefit their right, title and interest in the Property. 10. REPRESENTATIONS AND WARRANTIES. A. State of Title.Grantor represents and warrants that Grantor has good and marketable title to the Property(including all appurtenances thereto, including,without limitation, all minerals and mineral rights and all water and water rights,if any),free and clear of any liens or encumbrances, save and except only the Title Exceptions, and that Grantor has full right and authority to grant this Conservation Easement. Grantor is not aware of any encumbrance to title or other interest in the Property that might cause extinguishment of the Conservation Easement. B. Compliance with Laws. Grantor represents and warrants that Grantor has not received notice of and has no knowledge of any material violation of any federal, state, county, or other governmental or quasi-governmental statute,ordinance, rule, regulation, law,or administrative or judicial order with respect to the Property. C. No Litigation. Grantor represents and warrants that there is no action, suit, or proceeding that is pending or threatened against the Property or any portion thereof relating to or arising out of the ownership or use of the Property,or any portion thereof,in any court or before or by any federal,state,county,or municipal department,commission,board,bureau, agency, or other governmental instrumentality. PAYETTE RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 6 � ` 1 D. Authority To Execute Grant. The person or persons executing this Grant on behalf of PLT represent and warrant that the execution of this Grant has been authorized by PLT at a duly noticed meeting of the Board of Directors of PLT held on February 22,2022 .The person or persons executing this Grant on behalf of Grantor represent and warrant that the execution of this Grant has been duly authorized by Grantor and that no other consents or approvals are required to fully effectuate this Grant. E. Environmental Warranty. Grantor warrants that it is in compliance with, and will remain in compliance with,all applicable Environmental Laws(defined in Parag_rayh 16.E. below). Grantor warrants that there are no notices by any governmental authority of any violation or alleged violation of, any noncompliance or alleged noncompliance with, or any liability under any Environmental Law relating to the operations or conditions of the Property. Grantor further warrants that it has no actual knowledge of a release or threatened release onto or in the Property of Hazardous Materials(defined in Paragrraph 16.E.below). Moreover, Grantor hereby promises to hold harmless and indemnify PLT against all litigation,claims,demands,penalties, and damages,including reasonable attorneys' fees, arising from or connected with the release or threatened release of any Hazardous Materials on,at, beneath,or from the Property by Grantor,or arising from or connected with a violation of any Environmental Laws by Grantor.Grantor's indemnification obligation will not be affected by any authorizations provided by PLT to the Grantor with respect to the Property. The above indemnification notwithstanding, PLT shall be solely responsible for any Hazardous Materials contributed after this date to the Property by PLT and, PLT hereby promises to hold harmless and indemnify Grantor against all litigation,claims,demands,penalties, and damages,including reasonable attorneys' fees,arising from or connected with the release or threatened release by PLT or its agents or assigns of any Hazardous Materials on, at,beneath, or from the Property. Grantor further agrees and acknowledges that PLT's stewardship responsibilities shall not include any responsibility regarding the potential or actual release of Hazardous Materials onto or in the Property by anyone other than PLT. Grantor waives as to PLT and releases PLT from any claim that PLT's stewardship responsibilities include any such responsibility regarding the potential or actual release of Hazardous Materials onto or in the Property; and Grantor indemnifies and agrees to hold PLT harmless regarding any claim which might be asserted against PLT by any person which suggests that PLT's stewardship responsibilities include any responsibility regarding the potential or actual release of Hazardous Materials onto or in the Property. 11. COSTS,LEGAL REQUIREMENTS,AND LIABILITIES. Grantor retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation,upkeep, and maintenance of the Property and agrees that PLT shall have no duty or responsibility for the operation or maintenance of the Property,the monitoring of hazardous conditions on the Property,or the protection of Grantor,the public,or any third parties from risks relating to conditions on the Property. Grantor agrees to pay before delinquency any and all real property taxes and assessments levied on the Property and agrees that Grantor shall keep PLT's interest in the Property free of any liens, including those arising out of any work 1 performed for, materials furnished to, or obligations incurred by Grantor. Grantor shall be solely responsible for any costs related to the maintenance of general liability insurance covering Grantor's acts on the Property. Grantor remains solely responsible for obtaining any applicable governmental permits and approvals for any activity or use reserved by Grantor and permitted by PAYETTE RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 7 this Grant, and any activity or use shall be undertaken in accordance with all applicable federal, state, and local laws,rules,regulations,and requirements. If more than one person or entity constitutes Grantor,the obligations of each and all of them under this Grant shall be joint and several. 12. GENERAL INDEMNIFICATION.Notwithstanding any other provision of this Grant to the contrary,Grantor shall indemnify and hold harmless PLT, its respective employees, agents, and assigns for any and all liabilities, claims,demands,losses, expenses,damages,fines, fees,penalties, suits,proceedings, actions,and costs of actions,sanctions asserted by or on behalf of any person or governmental authority,to which PLT may be subject or incur relating to the Property,which arise from Grantor's breach of any representation,warranty,covenant,or agreement contained in this Grant,or Grantor's violations of any federal, state, or local laws, including Environmental Laws. 13. NOTICE, APPROVAL. A. Notice for Entry. Where notice to Grantor of PLT's entry upon the Property is required under this Grant,PLT shall notify any of the persons constituting Grantor or their authorized agents by electronic mail,telephone,in person,or by written notice in the manner described in Paragraph B.C.prior to such entry and as provided in Paragraph 3.B. B. Avuroval Request. Whenever approval or consent is required by this Grant,the initiating Party shall give written notice,in the manner described in Paragraph 13.C., and detailed information to the other Party. The receiving Party shall review the proposed activity and notify the initiating Party within sixty(60)days after receipt of notice of any objections to such activity.Any objections by a Party shall be based upon its opinion that the proposed activity is inconsistent with the terms of this Grant. C. Written Notices. Any written notice called for in this Grant shall be delivered: (1) in person with written acknowledgment of receipt; (2)by certified mail,return receipt requested, postage prepaid; (3)by facsimile with the original deposited with the United States Post office, postage prepaid on the same date as sent by facsimile; or(4)by next-business-day delivery through a reputable overnight courier that guarantees next-business-day delivery and provides a receipt.As a courtesy to Grantor, PLT shall also provide any written notice to Grantor electronically at the e-mail address provided below;however, failure to do so shall not be considered a failure to provide notice under this Grant or a breach by PLT.Notice is deemed to be given(i)upon receipt,if delivered in person; (ii)on the date of delivery noted on the U.S. certified mail receipt; (iii)on the date of delivery by an overnight courier providing a written notice of delivery; or(iv)on the date of written confirmation of transmission if by fax. i Notices shall be addressed as follows: To Grantor: GEMS OF THE PINES LLC 180 Cindy Ct. McCall,Idaho 83638 Attn: Brian Valle,Member E-mail: skidaho@frontiernet.net PAYETTE RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 8 To PLT: Payette Land Trust,Inc. Executive Director 309 E. Lake Street McCall, ID 83638 Phone: 208-634-4999 E-mail: craigutter@payettelandtrust.org With copy to: Rick Fereday 309 E.Lake Street McCall, ID 83638 Phone: 208-634-4999 E-mail: rferedavaa.mavhardware.com Either Party may, from time to time,by written notice to the other,designate a different address that shall be substituted for the relevant address or addresses set forth above. 14. SEVERABILITY AND ENFORCEABILITY. The terms of this Grant and the Conservation Easement created hereunder are intended to be perpetual. If any provision or purpose of the Grant or the application thereof to any person or circumstance is found to be invalid,the remainder of the provisions and purposes of the Grant,and the application of such provision or purpose to persons or circumstances other than those as to which it is found to be invalid, shall not be affected thereby. 15. CONDEMNATION. If any legal entity or state or local government proposes to condemn the Property,Grantor shall notify PLT promptly upon receipt of notice of the proposed condemnation and Grantor shall notify the proposed condemning entity of PLT's interest in the Property.PLT shall be entitled to its proportional share of the condemnation award representing an amount equal to the ratio of the appraised value of the Conservation Easement to the unrestricted fair market value of the Property as that ratio is determined as of the Effective Date. The method of determining proportional share of PLT is stated in Paragraph 20.PLT shall use its share of such proceeds in a manner consistent with the Conservation Values of this Conservation Easement. 16. INTERPRETATION. A. Intent.This Grant is intended to preserve the Conservation Values, notwithstanding economic or other hardship or changes in circumstances or conditions,to the extent and in the manner provided by the specific terms and conditions of this Grant.No remedy or election given by any provision in this Grant shall be deemed exclusive unless so indicated, but it shall,wherever possible,be cumulative with all other remedies at law or in equity. The Parties acknowledge that each Party and its counsel have reviewed and revised this Grant and that no rule of construction that ambiguities are to be resolved against the drafting Party shall be employed in the interpretation of this Grant. In the event of any conflict between the provisions of this Grant and the provisions of any use and zoning restrictions of the State of Idaho,the county in which the Property is located,or any other governmental entity with jurisdiction,the more restrictive provisions shall apply. PAYETTE RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 9 B. Governing Law. This Grant shall be interpreted in accordance with the laws of the State of Idaho. Venue for any action involving the enforcement or interpretation of this Grant shall be Valley County, Idaho. C. Captions. The captions have been inserted solely for convenience of reference and are not part of the Grant and shall have no effect upon construction or interpretation. D. Hazardous Materials Liability.Notwithstanding any other provision of this Grant to the contrary,and except for Hazardous Materials that have been applied to or placed on the Property by PLT,nothing in this Grant shall be construed such that it creates in or gives to PLT: (1)the obligations or liabilities of an"owner"or`operator" as those words are defined and used in Environmental Laws including,without limitation,the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended(42 USC Section 9601 et seq.) ("CERCLA"); (2)the obligations or liabilities of a person described in 42 USC Section 9607(a) (3); (3)the obligations of a responsible person under any applicable Environmental Law; (4) any obligation to investigate or remediate any Hazardous Materials, as defined below,associated with the Property;or(5) any control over Grantor's ability to investigate,remove,remediate or otherwise clean up any Hazardous Materials associated with the Property. E. Definitions. i. The terms"Grantor"and"PLT,"wherever used in this Grant,and any pronouns used in place thereof, shall mean and include,respectively, Grantor and Grantor's personal representatives,heirs, devisees, and assigns, and all other successors as their interest may appear, and PLT and its successors and assigns. ii. The terms"Environmental Law"and"Environmental Laws"mean any and all federal, state, local,or municipal laws,rules,orders,regulations, statutes, ordinances,codes, guidelines,policies,or requirements of any governmental authority regulating or imposing standards of liability or standards of conduct(including common law)concerning air,water,solid waste, hazardous materials,worker and community right-to-know, hazard communication,noise,radioactive material, resource protection, subdivision, inland wetlands and watercourses, health protection and similar environmental health, safety,and building and land use as may now or at any time hereafter be in effect. iii. The term"Hazardous Materials"means any substance that is(i) designated, defined, classified or regulated as a hazardous substance,hazardous material, hazardous waste,pollutant or contaminant under any statute,ordinance or regulation of any governmental entity having jurisdiction over the Property, including,without limitation,the Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and Liability Act("CERCLA")and other similar federal,state,or local laws, as currently in effect as of the date of this Grant ("Environmental Laws"), (ii)petroleum hydrocarbon,including,without limitation,crude oil or any fraction thereof and all petroleum products, (iii)PCBs,(iv)lead,(v)asbestos, (vi)flammable explosives,(vii)infectious materials,(viii)radioactive materials,(ix) pesticides or"economic poisons"as defined or described in any Environmental Law or (x)any other substance, chemical,waste,pollutant or contaminant regulated by any law, PAYETTE RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 10 statute,ordinance or regulation of any governmental agency having jurisdiction over the Property, for the protection of human health or the environment. 17. SUBORDINATION: SUBSEQUENT LIENS ON PROPERTY.All existing third- party rights including,without limitations,mortgage liens,if any,have been subordinated to this Grant.No provision of this Grant should be construed as impairing the ability of Grantor to use the Property as collateral for subsequent borrowing,provided that any mortgage or lien arising from such a borrowing must,at all times,be subordinated to this Grant by means of a subordination document acceptable to PLT in PLT's sole discretion. 18. RE-RECORDING.PLT is authorized to record or file any notices or instruments appropriate to ensure the perpetual enforceability of the Conservation Easement created by this Grant; for such purposes, Grantor agrees to execute any such instruments upon request. 19. SUBSEQUENT TRANSFERS. Grantor shall notify PLT of any pending transfer (including, without limitation, leases for a period of one(1)year or longer) at least forty-five (45)days in advance of the transfer. The failure of Grantor to comply with this Paragraph 19 shall not impair the validity of this Grant or limit its enforceability in any way. Any successor in interest of Grantor,by acceptance of a deed,lease,or other document purporting to convey an interest in all or any portion of the Property, shall be deemed to have consented to,reaffirmed, and agreed to be bound by all of the terms,covenants,restrictions,and conditions of this Grant. Upon the conveyance of the Property, or of any of the Parcels described in Exhibit C,Grantor shall have no further obligations,responsibility or liability under or pursuant to the terms of this Grant as to the property which is conveyed; and PLT shall look solely to the new owner for compliance with the terms and covenants of this Grant. 20. EXTINGUISHMENT.Except as provided to the contrary in this Paragraph 20,this Grant and the Conservation Easement created hereunder may only be terminated or extinguished by a court of competent jurisdiction upon a request to terminate made by Grantor and PLT and after a finding by the court that the conditions or circumstances on or surrounding the Property have changed to such a degree that it has become impossible to comply with the terms and conditions of this Grant. Subsequent to any such termination or extinguishment,PLT shall be entitled to such share, if any, of the proceeds from any sale,exchange,or involuntary conversion of all or any portion of the Property,after the satisfaction of prior claims, as is provided for by any applicable provision of the Internal Revenue Code,U.S. Department of the Treasury Regulations or State law. Such proceeds,if any,shall be used by PLT in a manner consistent with the Conservation Values. 21. AMENDMENT.The Parties do not intend for this Grant or the Conservation Easement created herein to be amended. However,if circumstances arise under which an amendment to or modification of this Grant might be appropriate,Grantor and PLT may by mutual written agreement jointly amend this Grant,provided that no amendment shall be made that will adversely affect the qualification of this Conservation Easement or the status of PLT as a qualified holder under any applicable laws, including the Internal Revenue Code or Idaho statute. Any such amendment shall be consistent with the protection and preservation of the Conservation Values of the Property and shall either enhance or have no adverse effect on the Conservation Values of the Property as determined by PLT and in accordance with rules and regulations governing 501(c)(3)nonprofit organizations and PLT's internal policies and procedures.Moreover,the amendment shall not affect the Conservation Easement's perpetual PAYETTE RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 11 duration; and no amendment shall be allowed if it would create private inurement or private benefit to any person or entity without proportionate benefit to PLT. Any such amendment must be executed by Grantor and PLT and shall be recorded in the land records of Valley County, Idaho.Nothing in this Paragraph shall require either Party to agree to any amendment or to consult or negotiate regarding any amendment. 22. PREPARATION OF THIS CONSERVATION EASEMENT.This Conservation Easement has been prepared by Millemann,Pemberton&Holm,LP ("the Firm").,who represents only the Grantor in this.transaction.PLT has reviewed this Grant and has secured such independent review and comment regarding.its terms as PLT deems necessary.The parties acknowledge that the Firm has acted and continues to act as counsel for PLT on a variety of matters.The parties further aelmowledge that this would create a conflict of interest as regards the Firm's ability to represent either party to this transaction. The parties each waive, relinquish and release the Firm from any claims that his representation of Grantor in this transaction constitutes a conflict of interest. This Grant shall be interpreted with the presumption that it is the product of both Grantor's and PLT's input. 23. ENTIRE AGREEMENT. This Grant,together with the attached exhibits and schedules, and any documents incorporated herein by reference, constitutes the entire agreement of the Parties with respect to.the subject matter of this Grant and supersedes all prior agreements and understandings of the Parties. 24. NO MERGER. Should PLT acquire fee title to the Property,no merger shall occur, and this Conservation Easement and the fee title shall continue to exist and,be managed as separate estates. IN WITNESS WHEREOF,Grantor and PLT have executed this Grant as of the date first written above. GRANTOR GEMS OURE PINES By: l � Brian.Valle Its: membe tAAAo,J eAl- PAYETTE LAND RU T,INC. Rick Fereday Its.,President PAYETTE RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 12 STATE OP. �(ss. rAAMIty County of VNMI On this Wday of TiWKI ,20 4bcfbrc me, V`VU' -ai t' a Notary ublic in and for said State,personally appeared Brian Valle,known or identified to me to be thSAembep of Gems of the Pines LLC, the limited liability company that executed the instrument or the person who executed the instrument on behalf of said limited liability company, and acknowledged to me that such limited liability company executed the same. IN WITNESS WHEREOF I,have hereunto.set my'hand and affixed my official seal, the day and year in this certificate first.above written. i~r NOTARY PUBLIC FOR I O My Commission Expires: 3 110114121'ti STATE OF IDAHO, ) (ss. County of Valley. ) On this day OfRbUg4N 20 Z!-,Sefore me, T4 1M I .&(:r MA Notary Public in and for said State,personally appeared Rick Fereday,known or identified to me to be the President of the corporation that executed the instrument or the person who executed the instrument on behalf of said corporation, and acknowledged to me that such corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year in this certificate first above written. x.it j r vL l '�J� } (,. °•a° 'RYA. o NOTA Y PUBLIC fOR IDAHO My Commission Expires: U PAYETTE RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 13 1 EXHIBIT A TO GRANT OF CONSERVATION EASEMENT Gems of the Pines LLC Property LEGAL DESCRIPTION OF THE PROPERTY i PAYETTE RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 14 EXHIBIT "A" 527537AM PARCEL 1: A parcel of land situate in Government Lots 8, 10, and 12, and the SE 1/4 SW 1/4 of Section 30, T. 18 N., R. 3 B., B.M., Valley County, Idaho, being a portion of Parcel No. RP18NO3E307944, as described in that particular Warranty Deed, recorded as instrument No. 426594, in the Office of the Recorder of Valley County, Idaho, more particularly described as follows: Commencing at an aluminum cap marking the Section Corner common to Sections 29, 30, 31, and 32, T. 18 N., R. 3 E., B.M., Valley County, Idaho, as shown on that particular Record of Survey, recorded as Instrument No. 429001, on file in Book 14, on Page 25 of Surveys, in the Office of the Recorder of Valley County, Idaho; thence, N. 89°50'33" W., 2,655.38 feet along the line common to said Sections 30 and 31, to an aluminum cap marking the Quarter Corner common to said Sections 30 and 31; thence, N. 89°46'42" W., 1,484.14 feet along said section line to a 5/8" rebar marking the Southwest Corner of Lot 1, Payette River Subdivision No. 1, as shown on the official plat thereof recorded as Instrument No. 79827, on file in Book 4, on Page 47 of Plats, in the Office of the Recorder of Valley County, Idaho; thence, N. 6°4225" E., 129.43 feet along the westerly boundary of said subdivision to a 5/8" rebar; thence, N. 9°11`52- W., 310.37 feet along said westerly subdivision boundary to a 5/8" rebar; thence, N. 22°11`32" E., 399.04 feet along said westerly subdivision boundary to a l/2" rebar; thence, S. 69°14'15" E., 144.87 feet along said subdivision boundary; thence, N. 51°12'00" E., 187.06 feet along said subdivision boundary to a 5/8" rebar marking the angle point on the westerly boundary of Lot 10, of said subdivision, the REAL POINT OF BEGINNING: Thence, N. 3602532" W., 817.39 feet to the Ordinary High Water Mark of the North Fork of the Payette River, Thence, along said Ordinary High Water Mark the following courses: N. 48°33'02" E., 125.38 feet, N. 70°4347" E., 113.60 feet, N. 60°41'47" E., 222.00 feet, N. 25'01'47" E., 141.80 feet, N. 4205647" E., 55.90 feet, N. 640 19'47" E., 45.60 feet, N. 75°30'47" E., 75.10 feet, S. 88°27'13" E., 152.40 feet, S. 67039'13" E., 96.50 feet, S. 78°18'13" E., 161.80 feet, S. 84°45'13" E., 117.20 feet, S. 70°10'13" E., 148.38 feet, S. 86°38'09" E., 512.29 feet, S. 83°2243" E., 243.98 feet, N. 58°08'04" E., 116.03 feet, Thence, N. 4914231" E., 302.37 feet along said Ordinary High Water Mark to a 1/2" rebar marking the Northwest Corner of Lot 27, Fayette River Subdivision No. 2, as shown on the official plat thereof recorded as Instrument No. 132272, on file in Book 7, on Page 92 of Plats, in the Office of the Recorder of Valley County, Idaho, Thence, S. 19°5934" E., 134.11 feet along the westerly boundary of said subdivision to a 1/2" rebar, Thence, S. 5°03'54" W., 169.73 feet to a 5/8" rebar, Thence; S. 73°00'00" E., 90.00 feet to a 5/8" rebar on the westerly boundary of said subdivision, Thence, S. 19°5934" E., 68.00 feet along the westerly boundary of said subdivision to a 5/8" rebar on the northerly right-of-way of Moonridge Drive, marking the Corner common to Lots 28 and 29, of said subdivision, Thence, S. 7793232" W., 34.98 feet along said northerly right-of-way to a 5/8" rebar, Thence, 119.06 feet along said northerly right-of-way on a curve to the left, whose radius is 437.84 feet, delta angle is 15°3451", and whose long chord bears S. 69°45'06" W., 118.70 feet to a 5/8" rebar, Thence, S. 61°5741" W., 16.87 feet along said northerly right-of-way to a 5/8" rebar, Thence, N. 69°30'02" W., 50.94 feet to a 5/8" rebar, Thence, N. 6704447" W., 156.26 feet to a 5/8" rebar, Thence, N. 73°29'22" W., 135.89 feet to a 1/2" rebar, Thence, N. 82°4847" W., 25.11 feet to a 1/2" rebar marking the North Corner common to Lots 28 and 29, First Amended Plat of Payette River Subdivision No. 1, as shown on the official plat thereof, recorded as Instrument No. 235184, on file in Book 8, on Page 101 of Plats, in the Office of the Recorder of Valley County, Idaho, Thence, N. 82*01'48" W., 143.86 feet to a 1/2" rebar marking the North Corner common to Lot 28 of said First Amended Subdivision and Lot 27, of said Fayette River Subdivision No. 1, Thence, S. 87°5941" W., 697.27 feet to a 1/2" rebar marking the Northwest Corner of Lot 22, of said Payette River Subdivision No. 1, Thence, S. 13038'52" W., 282.36 feet to a 5/8" rebar marking the angle point on the westerly boundary of Lot 19, of said subdivision, Thence, S. 56°46'04" W., 467.02 feet to a 5/8" rebar marking the angle point on the westerly boundary of Lot 14, of said subdivision, Thence, S. 33°07'13" W., 359.21 feet to the Point of Beginning. Bearings based on GPS derived State Plane Grid Azimuth, Idaho West Zone (1103). 1 < i � 1 EXCLUDING THEREFROM the following described parcel: Commencing at a 5/8" rebar marking the northwest corner of Lot 27 Payette River Subdivision No. 2 as shown on the Official Plat thereof on file in the Office of the Recorder of Valley County, Idaho, in Book 7 on Page 92, of Plats on the left bank on the North Fork of the Payette River; Thence South 37°41'07"West 299.91 feet to the northeast corner of an existing well building the REAL POINT OF BEGINNING: Thence South 07148'00" East 10.00 feet; Thence South 82°12'00" West 10.00 feet Thence North 07048'00" West 10.00 feet; Thence North 82'12'00" East 10.00 feet; to the Point of Beginning. Bearings based on the State Plane Grid Azimuth. PARCEL 2: A parcel in Section 30, Township 18 North Range 3 East Boise Meridian Valley County, Idaho Commencing at a 5/8" rebar marking the northwest corner of Lot 27 Payette River Subdivision No. 2 as shown on the Official Plat thereof on file in the Office of the Recorder of Valley County, Idaho, in Book 7 on Page 92, of Plats on the left bank on the North Fork of the Payette River; Thence South 37*41'07" West 299.91 feet to the northeast corner of an existing well building the REAL POINT OF BEGINNING: Thence South 07°48'00" East 10.00 feet; Thence South 82112100" West 10.00 feet Thence North 07148'00" West 10.00 feet; Thence North 82"12'00" East 10.00 feet; to the Point of Beginning. Bearings based on the State Plane Grid Azimuth. i "Fiuure A OOVT LOT 9 AmeriTitle (31,00ac) .. . Welll_ot 2s 24 BLACKHAffW ON TNF.WER 4.1R<<.i K (l,21 AND 3) 100 survey 1+214 rvey 13- 49 it Ora 4 8u 28 29 30 31 a 7944 GOVTLOTIO 22 23 2 2s26 ` sM p�' 29 (19.40 ac) b'21 p Plow s,Kox dAA 67 Survcy -7 o Ro„, y Taut No.53 0 d 5 4-58 20.531 ac 181 35 3 33 d2 SI 3 a n x . 70 1 68 1 71 8 ?: t6 7'T LOT 12 `� 14 15 37 6 6bDO GE T3 '19.60 ac) F3960 13 39 98 65 y v 72 71 12 (��� 40 U �} 7 a 7 1 41 62 ID 42 61 79 SUBD. t 60 9 43 59 ?S S 6 rax W.55 ,8 ss 76 74 � Phase 1 20.357 ac �`" �, 4' 46 4344 Sb S7 C,rr�83 r 77 fLture 6 47 1 5-33 Phase 2 .�' S w1�r 48 � UOT � Phase 1 49 52 5,1 54 SS 81 7 5 76 4 50 51 85 4 79 8 g 82 8-12 ?IrODY DRIVE 91 90 89 88 87 791 90 8 8. 86 99 98 97 961 95 94 93 u -31 1 1 5 14 MOON 54 DRITE i Easenunt �F Qi- tsst.,10.107307 J g9� This Drawing is to be Used far R4Jomn EXHIBIT B TO GRANT OF CONSERVATION EASEMENT Gem of the Pines LLC Property PROPERTY MAP ;PAY°ETTE RIVERWALK GEMS OF THE PINES 'CONSERVATION EASEMENT 2022-02-25 page 15 EXHIBIT C TO GRANT OF CONSERVATION EASEMENT Gems of the Pines LLC Property PERNUTTED USES OF THE PROPERTY The uses set forth in this Exhibit C detail specific activities permitted under this Grant. PERMITTED USES.Grantor may engage in the following activities and uses on the Property, as well as other activities reasonably incidental to any of the following activities and uses. 1. Recreational Day Use: The right to the continued use and enjoyment of the Property for public non-commercial purposes. 2.Wildlife Stands,Nests and"Blinds": Grantor may construct and maintain a reasonable number of wildlife observation stands and "blinds" and houses, nests or perches for birds or other wildlife; provided that in the installation or construction of any such structure, Grantor shall comply with all other covenants and restrictions of this Conservation Easement. 3. Trails and Paths: Grantor may construct and maintain trails or paths, and such bridges as are necessary to allow the trail to cross permanent and perennial streams, for nature education and outdoor recreation purposes provided that:the surface of such trails shall remain pervious (such as dirt,wood chips or gravel); such trails shall be located, to the extent possible, in the path of trails or forestry roads existing on the date of this Conservation Easement; the width of the area cleared and improved for such trails shall not exceed that which is necessary for pedestrian or equestrian use; and such trails shall be otherwise installed in a manner to avoid unnecessary tree removal,grading and other land disturbance.Such trails shall be constructed and maintained so as to avoid,prevent,and repair any damage from erosion. In addition,such trails shall be subject to, and the use thereof may be conditioned upon compliance with,rules and regulations established from time to time by PLT in order to prevent the adverse effects upon the Conservation Purposes or other natural conditions protected by this Conservation Easement. 4.Trail Markers and Signs:Grantor may install a reasonable number of directional,informational or identification signs of the following types: . a) regulatory or directional signs including,for example but not for limitation of the foregoing, "no trespassing" signs, "no gunning" signs, or "no hunting" signs; b) signs stating the common name of the Property the names and addresses of the occupants or both; c) signs advertising or directing participants to an activity permitted under the provisions of this Conservation Easement; d) signs identifying the interest of Grantor or PLT in the Property;and e) signs educating the public as to the ecology of the area. f)Notwithstanding the foregoing, any sign that is greater than four square feet in surface area and visible from any public road or waterway accessible to the public and from which is offered a scenic view into the Property shall be PAYETTE RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 16 prohibited unless such sign shall have no material adverse effect upon the Conservation Purposes and such sign is approved in writing by PLT. 5. Utility Systems, Facilities and Lines- In compliance with applicable laws, rules, and regulations, Grantor may install, repair, maintain and replace utility systems, facilities and lines, including,but not necessarily limited to:telecommunications; wells for domestic water purposes; irrigation; power (hydro-electric, generator-hydrocarbon, solar, wind and future energy sources); as well as wastewater treatment systems(septic,leach fields,pit latrines and composting toilets). Reasonable efforts shall be made to place these systems, facilities and lines in locations that are visually screened from the River. 6. Roads, Drives, Culverts, Bridges, Trails: Grantor may maintain, repair and replace existing roads,drives,culverts and bridges to provide necessary access to the property. a) All roads, drives and trails shall consist of natural,pervious surfaces such as grass, gravel or dirt and may be cleared and graded as needed.For the sake of clarity, no road,drive, or trail may be sealed or surfaced with concrete, asphalt or asphalt mixes,pavement,blocks or similar materials. b) New roads,drives and/or culverts may only be constructed to meet or enhance the conservation values stated in Section C of the recitals or for fire protection purposes and must be approved by the PLT,which consent shall not be unreasonably withheld.New Roads or Drives must be set back at least 35 ft from the river high water mark. (i) Should an adjustment to the 35ft setback be requested.,PLT must give approval on a project-by-project basis to determine the proposed setback will not damage or impair the Conservation Values prior to construction. (ii) The Grantor shall be responsible for obtaining all necessary government permits and approvals for such work and PLT shall have the right,but not the obligation,to require that such permits and approvals be produced for inspection by Grantor before PLT's approval is granted. 7. Landscaping and Hardscaping: Grantor may plant or remove trees and native vegetation and may install landscaping and hardscaping within the permitted areas that have limited, localized impacts not destructive of the Conservation Values and that are consistent with the Purpose of this Conservation Easement. A Plan for any such planting or removal, except for plantings or removals performed in the conduct of and incidental to routine maintenance of the Property must be presented and approved by the PLT prior to such planting or removal. 8. Timber Management: Grantor may engage in pre-commercial timber thinning and harvesting on the Property to maintain or enhance forest health and to maintain or enhance wildlife and aquatic habitat. Commercial timber harvest will require a forest management plan using best management practice, which have limited, localized impacts not destructive of the Conservation Values and that are consistent with the Purpose of this Conservation Easement. A Plan for such thinning or harvesting must be presented to and approved by PLT prior to the commencement of any such thinning or harvesting. 9. Barns & Structures: Grantor may construct and maintain the following: covered shelters or pavilions reasonably related to Grantor's reserved recreational rights,as described below;and, PAYETTE RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 17 one or more barns (without living quarters), sheds, or similar structures for storage of maintenance equipment and materials solely related to maintenance of the Property upon PLT's prior approval based on a determination by PLT that the proposed structure will not damage or impair the Conservation Values. 10. Pavilions: Grantor may construct pavilions or other buildings for the purpose of facilitating outdoor recreation activities and underground utilities to serve the aforesaid facilities; provided the following requirements and conditions are in the sole judgment of PLT satisfied: (a) such facilities may only be constructed and used to serve the uses and improvements permitted under the terms of this Conservation Easement; (b) all such construction and maintenance are conducted in a manner designed to produce no material adverse effect on any of the Conservation Values; and, (c)such facilities are designed and located so as to avoid or minimize tree removal; and 11. Fencing: Fences and gates may be built, repaired or replaced on the Property as reasonably necessary for the security and property management. To allow for wildlife movement on the property, all new or replaced fences must be wildlife friendly. Notwithstanding the above, new fences may be built,repaired and replaced around and within approved sites for purposes of,including but not limited to:protecting vegetation,restoration and landscaping from elk or deer depredation.Grantor shall be responsible for the maintenance and upkeep of all fencing. 12. Water Resources and Irrigation: Grantor may maintain, repair and if destroyed, reconstruct, existing dikes, levees, ditches, domestic or irrigation wells. New water resources and facilities may be constructed on the Property to provide hydro power, improve water and irrigation efficiency, or to provide domestic water to improvements allowed within the Building Envelopes.Irrigation is allowed in conjunction with restoration activities. 13. Habitat Restoration Activities: Grantor may conduct habitat enhancement and restoration activities on the Property to enhance the Conservation Values. Prior to the commencement of such work, a Habitat Restoration Plan shall be submitted to PLT which demonstrates best management practices, which have limited, localized impacts not destructive of the Conservation Values and that are consistent with the Purpose of this Conservation Easement. A Plan must be presented to and approved by PLT prior to the commencement of the activities, which approval shall not be unreasonably withheld. 14. Stream, Pond or Other Wetland Maintenance and Restoration: Grantor may perform work, including the removal of vegetation or disturbance of land, within the vicinity of existing water courses, pond or regulated wetlands where such work is intended and designed to improve public access, restore natural stream channel morphology or natural wetland hydrology, if the written approval of PLT is first obtained. Grantor shall be responsible for obtaining all necessary government permits and approvals for such work and PLT shall have the right, but not the obligation,to require that such permits and approvals be produced for inspection by Grantor before PLT's approval is granted. 15.Wildfire Mitigation: Grantor may perform work in an effort to reduce the potential of wildfire.Prior to the commencement of such work, a Plan shall be submitted to PLT which demonstrates best management practices,which have limited, localized impacts not destructive of the Conservation Values and that are consistent with the Purpose of this PAYETTE RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 18 Conservation Easement. A Plan must be resented to and approved b PLT prior to the i P PP Y commencement of the activities,which approval shall not be unreasonably withheld. 16.Noxious Weed and Pest Management: Grantor may perform activities related to compliance with Idaho State Code Title 22, Chapter 24(22-2407)and Idaho State Code Title 39 Chapter 28 Prior to the commencement of such work, a Plan shall be submitted to PLT which demonstrates best management practices,that have limited,localized impacts not destructive of the Conservation Values and that are consistent with the Purpose of this Conservation Easement.A Plan must be presented to and approved by PLT prior to the commencement of the activities,which approval shall not be unreasonably withheld. 17.River Access: Grantor may construct and maintain a designated seasonal non-parking takeout area for watercraft located within 400ft of the entrance onto the property from Moonridge Drive.The plan must be presented to and approved by PLT prior to commencement of any construction activities, which approval shall not be unreasonably withheld 18. Other Activities: In the event that Grantor desires to engage in an activity or land use which is not expressly allowed in this Exhibit C or elsewhere in the above Grant,Grantor shall follow the process prescribed in Paragraph 5 of the above Grant. I i PAYETTE RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 19 EXHIBIT D TO GRANT OF CONSERVATION EASEMENT Gem of the Pines LLC Property PROHIBITED USES OF THE PROPERTY Though not an exhaustive list of prohibited uses,none of the uses described below shall be made of the Property.The following are set forth both to list specific prohibited activities on the Property and to provide guidance in determining whether or not other activities are inconsistent with the Conservation Values. 1. PROPERTY DIVISION. A.No Divisions. the legal or de facto division, subdivision or partitioning of the Property is prohibited.Notwithstanding the fact that the Property might be composed of separate legal parcels,the terms and conditions of this Grant shall apply to the Property as a whole.The Property shall not be sold,transferred,or otherwise conveyed except as a whole, intact, single piece of real estate. 2. NO COMMERCIAL USES. The establishment of any commercial or industrial uses on the Property is prohibited. 3. DEVELOPMENT RIGHTS.Except as expressly permitted and reserved by the terms of Exhibit C,or this Exhibit D,or elsewhere in this Grant,all development rights that are now or hereafter allocated to,implied,reserved,or inherent in the Property are terminated and extinguished for use on this Property and may not be used on or transferred to any portion of the Property. 4. NO UNAUTHERIZED MOTORIZED VEHICLE USE. Motorized vehicles are prohibited on the Property,except for: A.Seasonal Motorized Vehicle Use plan: For designated non-parking seasonal watercraft takeout area located within 400 ft of the entrance onto the property from Moonridge Dr. Plan must be presented to and approved by PLT prior to use. B. E-bike Classes 1,2 and 3 as described in the Federal Register 85 FR 69175, C. Bona fide emergency vehicles D. Vehicles performing required maintenance,repairs or improvements as previously approved in the motorized use plan. Plan must be presented to and approved by PLT prior to use. 5. NO FIREARM USE. The use and discharge of firearms are prohibited on the property except for use by Idaho Fish and Game when required for animal control. 6. NO HUNTING OR TRAPPING. Hunting and trapping are prohibited on the property except for use by Idaho Fish and Game when required for animal control. 7. NO USE OF PLT NAME OR LOGO.Grantor shall not use PLT's printed name or logo in connection with any activity on the Property except upon receiving prior written approval of PLT,which may be denied in PLT's sole discretion. PAYETTE RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 20 1 8. NO MINING EXPLORATION OR EXTRACTION.The exploration for or extraction of minerals,gas,hydrocarbons, soils, sands,gravel,or rock, or any other material on or below the surface of the Property is prohibited. Grantor shall not grant any rights to any minerals,oil, gas,or hydrocarbons,including exploration or extraction rights in or to the Property,and Grantor shall not grant any right of access to the Property to conduct exploration or extraction activities for minerals,oil, gas,or hydrocarbons,or other substances on any other property. This prohibition shall not create any liability on the part of Grantor to the United States or the State of Idaho by reason of any prior reservation of mineral rights by the United States or the State of Idaho. 9. NO HAZARDOUS MATERIALS.The use,dumping,storage, or disposal on the Property of non-compostable refuse,trash, sewer sludge,or unsightly or toxic or Hazardous Materials or agrichemicals is prohibited.This prohibition notwithstanding,Grantor may use materials that may be considered Hazardous Materials in the Ranching and Agricultural Activities,provided that they are used and stored in compliance with all applicable laws and regulations and utilizing best management practices. 10. NO TRASH OR JUNK YARDS.The storage on the Property of inoperable automobiles,machinery, equipment,trucks,and similar items is prohibited. The accumulation or dumping of trash,refuse,junk,or other unsightly material is prohibited on the Property.The provisions of this Paragraph 7 (No Trash or Junk Yards)shall not prevent generally accepted agriculture or forest management practices, such as creating brush piles, composting, or the storage of farm machinery,organic matter, agricultural products or agricultural by-products on the Property, so long as these practices are conducted in accordance with applicable federal, state and local laws and regulations. 11. NO IMPAIRMENT OF WATER RIGHTS. Severance, conveyance,or encumbrance of water or water rights appurtenant to the Property,separately from the underlying title to the Property, or other action that diminishes or extinguishes such water rights,is prohibited Subject to the above restriction, Grantor shall otherwise have all rights to use and enjoy the water resources on the Property as permitted under state and federal laws. 12. NO ALTERATION OF NATURAL WATER COURSES, NO DEGRADATION OF WATER QUALITY. Except for the permitted irrigation practices and water resource activities allowed pursuant to Exhibit C, or minimal and legally permissible impacts related to bridge construction as allowed in Exhibit C, any activities or uses detrimental to water quality, including,but not limited to,degradation or pollution of any surface or subsurface waters,are prohibited. 13. INTRODUCTION OF NON-NATIVE PLANT OR ANIMAL SPECIES. The seeding,planting,or introduction of non-native plant species is prohibited except as a part of a plan approved by the PLT. 14. DESTRUCTION OF NATIVE VEGETATION. The removal,cutting or destruction of native vegetation is prohibited,except as permitted in Exhibit C or except as is approved by PLT as part of restoration or other habitat management activities or other activities expressly approved by PLT. 15. NO FIRES OR OPEN BURNING. Open Burning may be allowed under a Wildfire Mitigation Plan in accordance with local and regional requirements. PAYETTE RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 21 16. INCONSISTENT OR ADVERSE ACTIONS. Any activity that is not expressly permitted in Exhibit C or elsewhere in the above Grant, or by means of the approval process provided in Paragraph 5 of the above Grant, is prohibited. PAYETTE RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 22 EXHIBIT E TO GRANT OF CONSERVATION EASEMENT Gem of the Pines LLC Property TITLE EXCEPTIONS PAYETTE RIVERWALK GEMS OF THE PINES CONSERVATION EASEMENT 2022-02-25 page 23 EXHIBIT "E" 527537AM 1.Any defect,lien,encumbrance,adverse claim,or other matter that appears for the first time in the Public Records or is created,attaches,or is disclosed between the Commitment Date and the date on which all of the Schedule B,Part I—Requirements are met. 2.Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments,or notices of such proceedings,whether or not shown by the records of such agency or by the public records. 3.Any facts,rights,interests,or claims which are not shown by the public records,but which could be ascertained by an inspection of the Land or by making inquiry of persons in possession thereof. 4.Easements,liens or encumbrances,or claims thereof,which are,not shown by the public records. 5.Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the title including discrepancies,conflicts in boundary lines,shortage in area,or any other facts that would be disclosed by an accurate and complete land survey of the Land,and that are not shown in the Public Records. 6. (a)Unpatented mining claims;(b)reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c)water rights„claims or title to water,whether or not the matters excepted under (a),(b),or(c)are shown by the Public Records. 7.Any liens,or right to a lien,for services,labor,or material heretofore or hereafter furnished,imposed by law and not shown by the Public Records. 8.Taxes,including any assessments collected therewith,for the year 2022 which are a lien not yet due and payable. i 9.An easement including the terms and provisions thereof,affecting the portion of said premises and for the purposes stated therein as set forth in instrument: Granted To: Lots 66,31,26,27 Recorded: March 5, 1979 Instrument No.: 99674 10. The following surveys prepared by Tom Kerr R.L.S., Recorded:October 23,1986 Instrument No.: 151141 and 151142 11. The following survey prepared by Kerr Surveying, Recorded:September 11, 1992 Instrument No.: 190509 Additionally Amended;Jan. 19, 1993 as Instrument No. 193671 I 12. An easement including the terms and provisions thereof,affecting the portion of said premises and for the purposes stated therein as set forth in instrument: Recorded: January 14, 1994 Instrument No.:201608 13. An easement including the terms and provisions thereof,affecting the portion of said premises and for the purposes stated therein as set forth in instrument: Recorded: November 14, 1994 Instrument No.: 208028 14. The following survey prepared by Droulard Land Surveying, Recorded:July 24,2019 Instrument No.:422212 15. The following survey prepared by Sawtooth Land Surveying,LLC, Recorded:November 14,2019 Instrument No.:424932 16. An easement including the terms and provisions thereof,affecting the portion of said premises and for the purposes stated therein as set forth in instrument; Granted To: West Mountain Sewer and Water Recorded: January 31,2020 Instrument No.: 426595 17. The following survey prepared by Skiftun Land Surveying,Inc., Recorded:August 21,2020 Instrument No.:431516 18. Easement Agreement,including the terms and provisions thereof, Recorded:September 24,2020 Instrument No.:432739 19. Any rights,interests or claims which may exist or arise by reason of the following matter(s)disclosed by survey, Job No: 1903E30 G8 Dated: October 19,2021 Prepared by: Skiftun Land Surveying,Inc. Matters shown:Lot Line Adjustment/Gems of the Pines,LLC/Chapman/Utter 20. Agreement Regarding Lot Funding,including the terms and provisions thereof, Recorded:December 30,2021 Instrument No.:447042 21. Conservation Easement,including the terms and provisions thereof, Recorded: Instrument No.: 22. Any adverse claim based upon the assertion that a) Some portion of the Land forms the bed or bank of a navigable river or lake or lies below the mean high water mark thereof; b) The boundary of the Land has been affected by a change in the course or water level of a navigable river or lake; c) The Land is subject to water rights claims or title to water and to any law or governmental regulation pertaining to wetlands. i I I I I I Customer Reference No. File No. 527537AM A A Abal"lienTitle 700 S Main St., Cascade, ID 83611 Phone (208) 382-4206 Fax (208) 382-4218 I TITLE COMMITMENT ATTACHED Date: February 24, 2022 File No.: 527537AM Property: Tax #23 and #53 in Govt Lots 8, 10, 12, Section 30, T18N, R3E, McCall, ID 83638 Buyer/Borrower: Payette Riverwalk Alliance, Inc., an Idaho corporation Seller: Gem of the Pines, LLC, an Idaho limited liability company In connection with the above referenced transaction, we are delivering copies of the Title Commitment to the following parties: Listing Agent: Selling Agent: Attn: Attn: Lender: Attn: Seller: Buyer/Borrower: Gem of the Pines, LLC, Payette Riverwalk Alliance, Inc., an Idaho limited liability company an Idaho corporation I Customer Reference No. File No.527537AM A nTitl A� ee 700 S Main St., Cascade, ID 83611 Phone (208) 382-4206 Fax (208) 382-4218 Commitment for Title Insurance Subject to conditions and stipulations contained therein Your contacts for this transaction are as follows: Escrow Officer: Title Officer Brenna Spade Brandee Nitzel 507 E Pine St. 700 S Main St., McCall, ID 83638 Cascade, ID 83611 brenna.spade@amerititle.com brandee.nitzel@amerititle.com (208) 634-6363 (208) 382-4206 Email escrow closing documents to: Customer Reference No. r File No. 527537AM ' A nTitE Ay ee 700 S Main St., Cascade, ID 83611 Phone (208) 382-4206 Fax (208) 382-4218 i In an effort to assure that your transaction goes smoothly, please review the following checklist and contact your Escrow Officer or Title Officer if you answer "Yes" to any of the following: ❖ Will you be using a Poser of Attorney? ❖ Are any of the parties in title incapacitated or deceased? i ❖ Has a change in marital status occurred for any of the principals? ❖ Will the property be transferred into or from a trust, partnership, corporation or Limited Liability Company? ❖ Has there been any construction on the property in the last six months? Remember, all parties signing documents must have a current driver's license or other valid, government issued photo I.D. , AMEq C, ALTA Commitment for Title Insurance FirstAmerican T'itkTm ISSUED BY First American Title Insurance Company Commitment File No.: 527537AM COMMITMENT FOR TITLE INSURANCE Issued By FIRST AMERICAN TITLE INSURANCE COMPANY NOTICE IMPORTANT—READ CAREFULLY:THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE INSURANCE POLICIES, ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING THE CONTENT OF THIS COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT, THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION, OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES USED BY THE COMPANY TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE PROPRIETARY TO THE COMPANY, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY, AND CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED, THE COMPANY'S OBLIGATION UNDER THIS COMMITMENT IS TO ISSUE A POLICY TO A PROPOSED INSURED IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS COMMITMENT. THE COMPANY HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY OTHER PERSON, COMMITMENT TO ISSUE POLICY Subject to the Notice; Schedule B, Part I—Requirements; Schedule B, Part II—Exceptions; and the Commitment Conditions, First American Title Insurance Company, a Nebraska Corporation (the "Company"), commits to issue the Policy according to the terms and provisions of this Commitment. This Commitment is effective as of the Commitment Date shown in Schedule A for each Policy described in Schedule A, only when the Company has entered in Schedule A both the specified dollar amount as the Proposed Policy Amount and the name of the Proposed Insured. If all of the Schedule B, Part I—Requirements have not been met within six months after the Commitment Date, this Commitment terminates and the Company's liability and obligation end, This page is only a part of a 2016 ALTA®Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice;the Commitment to Issue Policy, the Commitment Conditions;Schedule A;Schedule B,Part I—Requirements,Schedule B,Part II—Exceptions;and a counter-signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association.All rights reserved. The use of this Form(or any derivative thereof)is restricted to ALTA licensees and AM ERICAN ALTA members in good standing as of the date of use.All other uses are prohibited. LAND TITLE Reprinted under license from the American Land Title Association. ASSOCIATION Form 5030000(1-31-17) Page 1 ALTA Commitment for Title Insurance(8-1-16) First American Title Insurance Company Dennis J.Gilmore,President bp Jeffrey S.Robinson,Secretary If this jacket was created electronically,it constitutes an original document. i i This page is only a part of a 2016 ALTA®Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice,the Commitment to Issue Policy,-the Commitment Conditions;Schedule A;Schedule B,Part I—Requirements;Schedule B, Part II—Exceptions, and a counter-signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association.All rights reserved. The use of this Form(or any derivative thereof)is restricted to ALTA licensees and AMERICAN ALTA members in good standing as of the date of use.All other uses are prohibited. LAND TITLE Reprinted under license from the American Land Title Association. ASSOCIATION 7 Form 5030000(1-31-17) Page 2 ALTA Commitment for Title Insurance(8-1-16) COMMITMENT CONDITIONS 1. DEFINITIONS (a) "Knowledge"or"Known":Actual or imputed knowledge,but not constructive notice imparted by the Public Records. (b) "Land":The land described in Schedule A and affixed improvements that by law constitute real property.The term"Land"does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues,alleys, lanes,ways,or waterways,but this does not modify or limit the extent that a right of access to and from the Land is to be insured by the Policy. (c) "Mortgage":A mortgage,deed of trust,or other security instrument,including one evidenced by electronic means authorized by law. (d) "Policy":Each contract of title insurance,in a form adopted by the American Land Title Association,issued or to be issued by the Company pursuant to this Commitment. (e) "Proposed Insured": Each person identified in Schedule A as the Proposed Insured of each Policy to be issued pursuant to this Commitment. (f) "Proposed Policy Amount": Each dollar amount specified in Schedule A as the Proposed Policy Amount of each Policy to be issued pursuant to this Commitment. (g) "Public Records": Records established under state statutes at the Commitment Date for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. (h) "Title":The estate or interest described in Schedule A. 2. If all of the Schedule B, Part I—Requirements have not been met within the time period specified in the Commitment to Issue Policy, this Commitment terminates and the Company's liability and obligation end. 3. The Company's liability and obligation is limited by and this Commitment is not valid without: (a) the Notice; (b) the Commitment to Issue Policy; (c) the Commitment Conditions; (d) Schedule A; (e) Schedule B,Part I—Requirements; (f) Schedule B,Part II--Exceptions;and (g) a counter-signature by the Company or its issuing agent that may be in electronic form. 4. COMPANY'S RIGHT TO AMEND The Company may amend this Commitment at any time. If the Company amends this Commitment to add a defect, lien,encumbrance, adverse claim, or other matter recorded in the Public Records prior to the Commitment Date, any liability of the Company is limited by Commitment Condition 5.The Company shall not be liable for any other amendment to this Commitment. 5. LIMITATIONS OF LIABILITY (a) The Company's liability under Commitment Condition 4 is limited to the Proposed Insured's actual expense incurred in the interval between the Company's delivery to the Proposed Insured of the Commitment and the delivery of the amended Commitment, resulting from the Proposed Insured's good faith reliance to: (i) comply with the Schedule B, Part I—Requirements; (ii) eliminate,with the Company's written consent,any Schedule B, Part II—Exceptions;or (iii) acquire the Title or create the Mortgage covered by this Commitment. (b) The Company shall not be liable under Commitment Condition 5(a)if the Proposed Insured requested the amendment or had Knowledge of the matter and did not notify the Company about it in writing. (c) The Company will only have liability under Commitment Condition 4 if the Proposed Insured would not have incurred the expense had the Commitment included the added matter when the Commitment was first delivered to the Proposed Insured. (d) The Company's liability shall not exceed the lesser of the Proposed Insured's actual expense incurred in good faith and described in Commitment Conditions 5(a)(i)through 5(a)(iii)or the Proposed Policy Amount. (e) The Company shall not be liable for the content of the Transaction Identification Data,if any. (f) In no event shall the Company be obligated to issue the Policy referred to in this Commitment unless all of the Schedule B, Part I— Requirements have been met to the satisfaction of the Company. This page is only a part of a 2016 ALTA®Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice;the Commitment to Issue Policy;the Commitment Conditions,Schedule A;Schedule B,Part 1—Requirements;Schedule B, Part II—Exceptions;and a counter-signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association.All rights reserved. The use of this Form(or any derivative thereof)is restricted to ALTA licensees and AM ERI CAN ALTA members in good standing as of the date of use.All other uses are prohibited. LAND TITL Reprinted under license from the American Land Title Association. ASSOCIATION Form 5030000(1-31-17) Page 3 ALTA Commitment for Title Insurance(8-1-16) (g) In any event,the Company's liability 's,r�i�ted by the terms and provisions of the Policy. 6. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT (a) Only a Proposed Insured identified in Schedule A, and no other person,may make a claim under this Commitment. (b) Any claim must be based in contract and must be restricted solely to the terms and provisions of this Commitment. (c) Until the Policy is issued,this Commitment, as last revised, is the exclusive and entire agreement between the parties with respect to the subject matter of this Commitment and supersedes all prior commitment negotiations,representations, and proposals of any kind,whether written or oral,express or implied,relating to the subject matter of this Commitment. (d) The deletion or modification of any Schedule B, Part II—Exception does not constitute an agreement or obligation to provide coverage beyond the terms and provisions of this Commitment or the Policy. (e) Any amendment or endorsement to this Commitment must be in writing and authenticated by a person authorized by the Company. (f) When the Policy is issued, all liability and obligation under this Commitment will end and the Company's only liability will be under the Policy. 7. IF THIS COMMITMENT HAS BEEN ISSUED BY AN ISSUING AGENT The issuing agent is the Company's agent only for the limited purpose of issuing title insurance commitments and policies.The issuing agent is not the Company's agent for the purpose of providing closing or settlement services. 8., PRO-FORMAPOLICY The Company may provide,at the request of a Proposed Insured, a pro-forma policy illustrating the coverage that the Company may provide.A pro-forma policy neither reflects the status of Title at the time that the pro-forma policy is delivered to a Proposed Insured, nor is it a commitment to insure. 9. ARBITRATION The Policy contains an arbitration clause.All arbitrable matters when the Proposed Policy Amount is $2,000,000 or less shall be arbitrated at the option of either the Company or the Proposed Insured as the exclusive remedy of the parties.A Proposed Insured may review a copy of the arbitration rules athttp://www.alta.orgiarbitrafion. I This page is only a part of a 2016 ALTAR'Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice;the Commitment to Issue Policy;the Commitment Conditions;Schedule A;Schedule B,Part 1—Requirements;Schedule S,Part 11—Exceptions;and a counter-signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association.All rights reserved. The use of this Form(or any derivative thereof)is restricted to ALTA licensees and AM ERICAN ALTA members in good standing as of the date of use.All other uses are prohibited. LAND TITLE Reprinted under license from the American Land Title Association. ASSOCIATION Form 5030000(1-31-17) Page 4 ALTA Commitment for Title Insurance(8-1-16) �51 AMER'Cq ALTA Commitment for Title Insurance FirstAmerican Title" ISSUED BY First American Title Insurance Company Schedule A AmeriTitle File No.: 527537AM Transaction Identification Data for reference only., Issuing Agent: AmeriTitle,LLC Issuing Office: 128 E Main St.Weiser, ID 83672 Order No.: 527537AM Customer Reference No.: Property Address: Tax#23 and#53 in Govt Lots 8, 10, 12, Section 30,T18N,R3E,McCall,ID 83638 [Revision Number: ] 1. Commitment date:February 10,2022 at 7:30 A.M. 2. Policy to be issued: (a) 2006 ALTA Owner's Policy Fx I Standard Coverage Extended Coverage Proposed Policy Amount: $172,500.00 Premium: $907.00 Proposed Insured: Payette Riverwalk Alliance,Inc.,an Idaho corporation 3. The estate or interest in the Land described or referred to in this Commitment is: FEE SIMPLE 4. Title to the estate or interest in the Land is at the Commitment Date vested in: Gem of the Pines,LLC,an Idaho limited liability company 5. The Land is described as follows: See attached Exhibit'A' I I This page is only a part of a 2016 ALTA®Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice;the Commitment to Issue Policy;the Commitment Conditions;Schedule A;Schedule B,Part I—Requirements,Schedule B,Part 11—Exceptions;and a counter-signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association.All rights reserved. KRICAN The use of this Form(or any derivative thereof)is restricted to ALTA licensees and --- ALTA members in good standing as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 5033716-A(4-10-18) Page 5 ALTA Commitment for Title Insurance(8-1-16) Idaho—Schedule A AMER,C� ALTA Commitment for Title Insurance F1rstAmerican Title ISSUED BY First American Title Insurance Company Schedule 131 AmeriTitle File No.: 527537AM REQUIREMENTS All of the following Requirements must be met: 1. The Proposed Insured must notify the Company in writing of the name of any party not referred to in this Commitment who will obtain an interest in the Land or who will make a loan on the Land.The Company may then make additional Requirements or Exceptions. 2. Pay the agreed amount for the estate or interest to be insured. 3. Pay the premiums,fees, and charges for the Policy to the Company. 4. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured, or both, must be properly authorized, executed, delivered, and recorded in the Public Records. 5! Additional requirements and/or exceptions may be added as details of the transaction are disclosed to, or become known by the Company. 6: The Company will require verification the Operating Agreement of Gems of the Pines, LLC is in full force and effect, includes all amendments and that is has not been revoked or terminated. The Company will require verification that the LLC Is in good standing and authorized to do business in the state or country where the entity was formed. 7. The company will require the following document in order to insure a conveyance, lease, exchange, other disposition or encumbrance by the corporation named below: Corporation: Payette Riverwalk Alliance, Inc., an Idaho corporation. An original or certified copy of the resolution of the Board of Directors authorizing the subject transaction. This page is only a part of a 2016 ALTAO Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice;the Commitment to Issue Policy, the Commitment Conditions;Schedule A;Schedule B,Part I—Requirements;Schedule B,Part II—Exceptions, and a counter-signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association.All rights reserved. The use of this Form(or any derivative thereof)is restricted to ALTA licensees and AMERICAN LAND TITLE ALTA members in good standing as of the date of use.All other uses are prohibited. A::oCiATIDN Reprinted under license from the American Land Title Association. J. Form 50300016-BI(5-9-17) Page 6 ALTA Commitment for Title Insurance(8-1-16) Idaho-Schedule BI AMEB,CS ALTA Commitment for Title Insurance ti. FirstArnerican Tide ISSUED BY First American Title Insurance Company Schedule 131 AmeriTitle File No.: 527537AM NOTES A. Any map or sketch enclosed as an attachment herewith is furnished for informational purposes only to assist in property location with reference to streets and other parcels. No representation is made as to accuracy and the company assumes no liability for any loss occurring by reason of reliance thereon. B. In the event this transaction fails to close and this commitment is cancelled a fee will be charged complying with the state insurance code. C. Taxes, including any assessments collected therewith,for the year shown below are paid: Amount:$1,224.72 Year: 2021 Parcel No.: RP18NO3E307944 (Parcel 1) D. Taxes, including any assessments collected therewith,for the year shown below are paid: Amount:$0.00 Year: 2021 Parcel No.: RP18NO3E308145 (Parcel 2) This page is only a part of a 2016 ALTA®Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice;the Commitment to Issue Policy,the Commitment Conditions;Schedule A;Schedule B,Part I—Requirements,Schedule B,Part II—Exceptions;and a counter-signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association.All rights reserved. The use of this Form(or any derivative thereof)is restricted to ALTA licensees and AMERICAN LAND TITLE ALTA members in good standing as of the date of use.All other uses are prohibited. ASSOCIATION Reprinted under license from the American Land Title Association. Form 50300016-BI(5-9-17) Page 7 ALTA Commitment for Title Insurance(5-1-16) Idaho-Schedule BI Issuing Office File No. 527537AM EXCEPTIONS THIS COMMITMENT DOES NOT REPUBLISH ANY COVENANT, CONDITION, RESTRICTION, OR LIMITATION CONTAINED IN ANY DOCUMENT REFERRED TO IN THIS COMMITMENT TO THE EXTENT THAT THE SPECIFIC COVENANT, CONDITION, RESTRICTION, OR LIMITATION VIOLATES STATE OR FEDERAL LAW BASED ON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, GENDER IDENTITY, HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN. The Policy will not insure against loss or damage resulting from the terms and provisions of any lease or easement identified in Schedule A, and will include the following Exceptions unless cleared to the satisfaction of the Company: 1. Any defect, lien,encumbrance,adverse claim,or other matter that appears for the first time in the Public Records or is created, attaches,or is disclosed between the Commitment Date and the date on which all of the Schedule B, Part [—Requirements are met. 2. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments,or notices of such proceedings,whether or not shown by the records of such agency or by the public records. 3. Any facts, rights, interests,or claims which are not shown by the public records, but which could be ascertained by an inspection of the Land or by making inquiry of persons in possession thereof. 4. Easements, liens or encumbrances,or claims thereof,which are, not shown by the public records. 5. Any encroachment, encumbrance,violation,variation, or adverse circumstance affecting the title including discrepancies, conflicts in boundary lines,shortage in area, or any other facts that would be disclosed by an accurate and complete land survey of the Land, and that are not shown in the Public Records. 6. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c)water rights„ claims ortitle to water,whether or not the matters excepted under(a),(b),or(c)are shown by the Public Records. 7. Any liens, or right to a lien,for services, labor, or material heretofore or.hereafter furnished, imposed by law and not shown by the Public Records. 8. Taxes, including any assessments collected therewith,for the year 2022 which are a lien not yet due and payable. This page is only a part of a 2016 ALTAO Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice,the Commitment to Issue Policy,-the Commitment Conditions;Schedule A; Schedule B, Part!— Requirements;Schedule B,Part II—Exceptions;and a counter-signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association.All rights resented. ICAN The use of this Form(or any derivative thereof)is restricted to ALTA licensees and LANs TITLE LAND T ALTA members in good standing as of the date of use.All other uses are prohibited. ASSUC AT ON Reprinted under license from the American Land Title Association. Form 50300016-13I(5-9-17) Page 8 ALTA Commitment for Title Insurance(8-1-16) Idaho-Schedule 131 Issuing Office File No.527537AM 9. An easement including the terms and provisions thereof,affecting the portion of said premises and forth e purposes stated therein as set forth in instrument: Granted To: Lots 66,31, 26, 27 Recorded: March 5, 1979 Instrument No.: 99674 10. The following surveys prepared by Tom Kerr R.L.S., Recorded: October 23, 1986 Instrument No.: 151141 and 151142 11. The following survey prepared by Kerr Surveying, Recorded: September 11, 1992 Instrument No.: 190509 Additionally Amended;Jan. 19, 1993 as Instrument No. 193671 12. An easement including the terms and provisions thereof,affecting the portion of said premises and for the purposes stated therein as set forth in instrument: Recorded: January 14, 1994 Instrument No.: 201608 13. An easement including the terms and provisions thereof,affecting the portion of said premises and for the purposes stated therein as set forth in instrument: Recorded: November 14, 1994 Instrument No.: 208028 14. The following survey prepared by Droulard Land Surveying, Recorded:July 24, 2019 Instrument No.: 422212 15. The following survey prepared by Sawtooth Land Surveying, LLC, Recorded: November 14, 2019 Instrument No.: 424932 16. An easement including the terms and provisions thereof,affecting the portion of said premises and for the purposes stated therein as set forth in instrument: Granted To: West Mountain Sewer and Water Recorded: January 31, 2020 Instrument No.: 426595 17. The following survey prepared by Skiftun Land Surveying, Inc., Recorded:August 21, 2020 Instrument No.:431516 This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice;the Commitment to Issue Policy; the Commitment Conditions;Schedule A;Schedule 8, Part(— Requirements;Schedule B,Part If—Exceptions;and a counter-signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association.All rights reserved. AM E The use of this Form(or any derivative thereof)is restricted to ALTA licensees and LAND TITLE LAND TITLE ALTA members in good standing as of the date of use.All other uses are prohibited. ASSOCIATION Reprinted under license from the American Land Title Association. Form 50300016-13I(5-9-17) Page 9 ALTA Commitment for Title Insurance(8-1-16) Idaho-Schedule BI Issuing Office File No.527537AM 18. Easement Agreement, including the terms and provisions thereof, Recorded:September 24, 2020 Instrument No.: 432739 19. Any rights, interests or claims which may exist or arise by reason of the following matter(s)disclosed by survey, Job No: 1803E30 G8 j Dated: October 19, 2021 Prepared by:Skiftun Land Surveying, Inc. Matters shown: Lot Line Adjustment/Gems of the Pines, LLC/Chapman/Utter 20. Agreement Regarding Lot Funding, including the terms and provisions thereof, Recorded: December 30, 2021 Instrument No.:447042 21. Any adverse claim based upon the assertion that a) Some portion of the Land forms the bed or bank of a navigable river or lake or lies below the mean high water mark thereof; b) The boundary of the Land has been affected by a change in the course or water level of a navigable river or lake; c) The Land is subject to water rights claims or title to water and to any law or governmental regulation pertaining to wetlands. END OF SCHEDULE B I I This page is only a part of a 2016 ALTAO Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice;the Commitment to Issue Policy,the Commitment Conditions Schedule A;Schedule B, Part 1— Requirements;Schedule B,Part II—Exceptions, and a counter-signature by the Company or its issuing agent that may be in electronic form. I Copyright 2006-2016 American Land Title Association.All rights reserved. The use of this Form(or any derivative thereof)is restricted to ALTA licensees and AMERICAN LAND TITLE ALTA members in good standing as of the date of use.All other uses are prohibited. ASSOCIATION Reprinted under license from the American Land Title Association. Form 50300016-BI(5-9-1 T) Page 10 ALTA Commitment for Title Insurance(8-1-16) Idaho-Schedule BI Issuing Office File No. 527537AM EXHIBIT `A' File No. 527537AM PARCEL 1: A parcel of land situate in Government Lots 8, 10, and 12, and the SE 1/4 SW 1/4 of Section 30, T. 18 N., R. 3 B., B.M., Valley County, Idaho, being a portion of Parcel No. RP18NO3E307944, as described in that particular Warranty Deed, recorded as instrument No. 426594, in the Office of the Recorder of Valley County, Idaho, more particularly described as follows: Commencing at an aluminum cap marking the Section Corner common to Sections 29, 30, 31, and 32, T. 18 N., R. 3 E., B.M., Valley County, Idaho, as shown on that particular Record of Survey, recorded as Instrument No. 429001, on file in Book 14, on Page 25 of Surveys, in the Office of the Recorder of Valley County, Idaho; thence, N. 89°50'33" W., 2,655.38 feet along the line common to said Sections 30 and 31, to an aluminum cap marking the Quarter Corner common to said Sections 30 and 31; thence, N. 89°4642" W., 1,484.14 feet along said section line to a 5/8" rebar marking the Southwest Corner of Lot 1, Payette River Subdivision No. 1, as shown on the official_ plat thereof recorded as Instrument No. 79827, on file in Book 4, on Page 47 of Plats, in the Office of the Recorder of Valley County, Idaho; thence, N. 6°42'25" E., 129.43 feet along the westerly boundary of said subdivision to a 5/8" rebar; thence, N. 9°11`52- W., 3 10.3 7 feet along said westerly subdivision boundary to a 5/8" rebar; thence, N. 22'11`32" E., 399.04 feet along said westerly subdivision boundary to a 1/2" rebar; thence, S. 69°14'15" E., 144.87 feet along said subdivision boundary; thence, N. 51°12'00" E., 187.06 feet along said subdivision boundary to a 5/8" rebar marking the angle point on the westerly boundary of Lot 10, of said subdivision, the REAL POINT OF BEGINNING: Thence, N. 36°25'32" W., 817.39 feet to the Ordinary High Water Mark of the North Fork of the Payette River, Thence, along said Ordinary High Water Mark the following courses: N. 48°33'02" E., 125.38 feet, N. 70°4347" E., 113.60 feet, N. 60°41'47" E., 222.00 feet, This page is only a part of a 2016 ALTAO Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice;the Commitment to Issue Policy;the Commitment Conditions Schedule A;Schedule B, Part(— Requirements;Schedule B,Part II—Exceptions, and a counter-signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association.All rights reserved. The use of this Form(or any derivative thereof)is restricted to ALTA licensees and AMERICAN LAND TITLE ALTA members in good standing as of the date of use.All other uses are prohibited. ASSOCIATION Reprinted under license from the American Land Title Association. Form 50300016-13I(5-9-17) Page 11 ALTA Commitment for Title Insurance(8-1-16) Idaho-Schedule BI Issuing Office File No. 527537AM 1 N. 25-01'47" E., 141.80 feet, N. 42°5647" E., 55.90 feet, N. 64°1947" E., 45.60 feet, N. 75°30'47" E., 75.10 feet, S. 88°27'13" E., 152.40 feet, S. 67°39'13" E., 96.50 feet, S. 78°18'13" E., 161.80 feet, S. 84°45'13" E., 117.20 feet, S. 70°10'13" E., 148.38 feet, S. 86°38'09" E., 512.29 feet, S. 83°2243" E., 243.98 feet, N. 58°08'04" E., 116.03 feet, Thence, N. 49°4231" E., 302.37 feet along said Ordinary High Water Mark to a 1/2" rebar marking the Northwest Corner of Lot 27, Fayette River Subdivision No. 2, as shown on the official plat thereof recorded as Instrument No. 132272, on file in Book 7, on Page 92 of Plats, in the Office of the Recorder of Valley County, Idaho, Thence, S. 19°5934" E., 134.11 feet along the westerly boundary of said subdivision to a 1/2" rebar, Thence, S. 5°03'54" W., 169.73 feet to a 5/8" rebar, Thence, S. 73°00'00" E., 90.00 feet to a 5/8" rebar on the westerly boundary of said subdivision, Thence, S. 19°5934" E., 68.00 feet along the westerly boundary of said subdivision to a 5/8" rebar on the northerly right-of-way of Moonridge Drive, marking the Corner common to Lots 28 and 29, of said subdivision, Thence, S. 77°3232" W., 34.98 feet along said northerly right-of-way to a 5/8" rebar, Thence, 119.06 feet along said northerly right-of-way on a curve to the left, whose radius is 437.84 feet, delta angle is 15°34'51", and whose long chord bears S. 69°45'06" W., 118.70 feet to a 5/8" rebar, Thence, S. 61°5741" W., 16.87 feet along said northerly right-of-way to a 5/8" rebar, Thence, N. 69°30'02" W., 50.94 feet to a 5/8" rebar, Thence, N. 67°4447" W., 156.26 feet to a 5/8" rebar, Thence, N. 73°29'22" W., 135.89 feet to a 1/2" rebar, Thence, N. 82°48'47" W., 2 5.11 feet to a 1/2" rebar marking the North Corner common to Lots 28 and 29, First Amended Plat of Payette River Subdivision No. 1, as shown on the official plat thereof, recorded as Instrument No. 235184, on file in Book 8, on Page 101 of Plats, in the Office of the Recorder of Valley County, Idaho, Thence, N. 82'01'48" W., 143.86 feet to a 1/2" rebar marking the North Corner common to Lot 28 of said First Amended Subdivision and Lot 27, of said Fayette River Subdivision No. 1, This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy;the Commitment Conditions;Schedule A;Schedule B, Part 1— Requirements;Schedule B,Part II—Exceptions;and a counter-signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association.All rights reserved. The use of this Form(or any derivative thereof)is restricted to ALTA licensees and AMERICAN LAND TITLE ALTA members in good standing as of the date of use.All other uses are prohibited. ASSOCIATION Reprinted under license from the American Land Title Association. Form 50300016-13I(5-9-17) Page 12 ALTA Commitment for Title Insurance(8-1-16) Idaho-Schedule BI i 1 Issuing Office File No.527537AM Thence, S. 87D5941" W., 697.27 feet to a 1/2" rebar marking the Northwest Corner of Lot 22, of said Payette River Subdivision No. 1, Thence, S. 13°38'52" W., 282.36 feet to a 5/8" rebar marking the angle point on the westerly boundary of Lot 19, of said subdivision, Thence, S. 56°46'04" W., 467.02 feet to a 5/8" rebar marking the angle point on the westerly boundary of Lot 14, of said subdivision, Thence, S. 33D07'13" W., 359.21 feet to the Point of Beginning. Bearings based on GPS derived State Plane Grid Azimuth, Idaho West Zone (1103). EXCLUDING THEREFROM the following described parcel: Commencing at a 5/8" rebar marking the northwest corner of Lot 27 Payette River Subdivision No. 2 as shown on the Official Plat thereof on file in the Office of the Recorder of Valley County, Idaho, in Book 7 on Page 92, of Plats on the left bank on the North Fork of the Payette River; Thence South 37°41'07" West 299.91 feet to the northeast corner of an existing well building the REAL POINT OF BEGINNING: Thence South 07°48'00" East 10.00 feet; Thence South 82°12'00" West 10.00 feet Thence North 07°48'00" West 10.00 feet; Thence North 82°12'00" East 10.00 feet; to the Point of Beginning. Bearings based on the State Plane Grid Azimuth. PARCEL 2: A parcel in Section 30, Township 18 North Range 3 East Boise Meridian Valley County, Idaho Commencing at a 5/8" rebar marking the northwest corner of Lot 27 Payette River Subdivision No. 2 as shown on the Official Plat thereof on file in the Office of the Recorder of Valley County, Idaho, in Book 7 on Page 92, of Plats on the left bank on the North Fork of the Payette River; Thence South 37°41'07" West 299.91 feet to the northeast corner of an existing well building the REAL POINT OF BEGINNING: Thence South 07°48'00" East 10.00 feet; Thence South 82°12'00" West 10.00 feet Thence North 07°48'00" West 10.00 feet; Thence North 82°12'00" East 10.00 feet; to the Point of Beginning. Bearings based on the State Plane Grid Azimuth. This page is only a part of a 2016 ALTAO Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy;the Commitment Conditions;Schedule A;Schedule B, Part 1— Requirements;Schedule 8,Part Il—Exceptions, and a counter-signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association.All rights reserved. The use of this Form(or any derivative thereof)is restricted to ALTA licensees and LANNDD T TITLL EE M L ALTA members in good standing as of the date of use.All other uses are prohibited. ASSOCIATION Reprinted under license from the American Land Title Association. Form 50300016-BI(5-9-17) Page 13 ALTA Commitment for Title Insurance(8-1-16) Idaho-Schedule BI Nor se i, R�f� rash �(New��arch�`�st�� dQ=e- Tait informaLiuiS PIN: RP16NO3E307944 TAG: TAG 040-0000 Current owner: GEMS OF THE PINES LLC ' AIN: 'TIF. Worlorsiiip type: Sole.Ownership - Status: Alive -- County: 43-Valley. Situs address: - .. . Geocode: - - Case: - - Description:TAX#53 IN GOVT LOTS 8,If... Rev acct:,0000065676;. - Pmt pin: Class: S12 Res Rural Tract Vacant i•'Tax sale: `_ ACH pin: "'� - 'Roll type: Real Properly: - - _.. } L ' ,•� 2021-145062-A 3t'Tax Notices V 1P.£ilflt5 i•g�ilyDetdd�ii Total Due _ 2/18/2022 t � it�� Bill 2021-145062 A $0 00 l Bill type: Original Actual Owner of record: { Inst 2-June 21 j � 1 _ I GEMS OF THE PINES LLC E _ Total Current $0 00 Bill dates: November 01,2021 �} _ 180 CINDY CT ;MCCALL ID B3638 - Delinquent $0 00 Amount: $1,224.72 t I - Adv/Surplus $0 00 Paid date: Monday,December 20,2021 Discount $0 00 1 Receipt: U21.22059 Total Due_�$0 00 Sequence no: 1 ---------.._- - - ----- -- -_.-- --- { Paid by: GEMS OF THE PINES LLCI � - pValves/Exempns tio Decal no: !I Land Assessed 373,378 USD Descriptions TAX#53 IN GOUT LOTS 8,10&12 AND IN SE SW LESS TAX#23(WELL LOT... I�Total Acres 19.5311 Acres T Total Value - 373,378 USD rgc:Summary' D`Iadi +Net Tax Value _ 373,378 USD i Gross Tad Credits Net Tax Tax Savings Total Credds/Savings+ FOREST CHG 114000 _�— t_._._. .,� ..._—�...- �Cha 1,224.72 0.00 1,224.72 0.00 0.00 _-. _--- . .._.. _ ._._ _ _.v ....,.,... __.._..._._...... ..........m......_ ..___....__.._ .....__;.m,m.,a�..�.._...-...__......_.. _..,_,_.....,,�_.,.....�......��..E FPA '1600 l . i i i i i i Notes i Refresh `I New Search Last ` Ciose Tax Information ,,. . . •. , . t. �._;_ ����«,_r._.,I� ..�::-.::_l��_ PIN: RPI8NO3E308145 TAG:_TAG 040-0000 Current owner:GEMS OF THE PINES LLC(more) AIN: ,. TIF: .Ovv'ership type: Joint Tenancy , _ - ...:Status: Active ..;_County;43-Valley.. . - Situs address: .... - . Geocode: Case: - .. - Description: TAX NO.23 IN GOV'T.LOT(...) - Rev:acct: .0000071559 .Pmtp!n: - Class: 119 Waste - Ta.......!e: _... P.CH pin: - . .. Roll type: Real Property - ....- L.?TI� .......:...�..- j ice- 7 �r --,r r ;�2U21-132626 A Vgrax Notice` v Y n I tii(1 U,eianl��TOYaI Due 2/iB12011 ;� Bill 2021 132628 A i Bill type: Original Actual Owner of record: I� Inst 2-June 21 $D 00 i ' November 01,2021 GEMS OF THE PINES LLC �� _ .Total Current $0 00 Bill dates: 100 CINDY CT ' Delinquent $0 00 1 MCCALL ID 83638 Amount: Adv/Surplus $0 00 Paid date: Ocscount $0 00 { Receipt: i( _ -- Total Due $0 00 Sequence no: 0 4! Paid by: Decal no: livalues/Exemptions I J Description: TAX NO.23 IN GOV'T.LOT 8 S30 T18N RUE iTatal Acres _ 0A023 Acresl j ICharge Summary Gros.Tax Credits_' Net Tax Tar Sarongs Total:Credits/Savings �_ _ 0.00 _ 0.00 --0.00 __ _.0.00 _ _ o.Ool GOT%T LOl 9 Development' 31.00 cc amer�Ti#le ( , BL,4 CAMIlllfi K E7�z,•" i, K (1, 2,AND 3) Survey 14-114 ry<' f _ 5 y i 49 T sVu COr L Survey to Za2 ! i ,r r j 7944 �2 ._� 0 GOT%TLOT10 qf` 22 23 2, 23 3Lz�L Det--l. 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