HomeMy WebLinkAbout015 Access Easement_2856472 cos Return To:
467B Security Title Company 2g56472
P.0.J. B ox 65 5� Page: 1 of 11 08/06/2�25 11:07:00 RM Fee: $98 0o
Eric Semerad - Gallatin County, MT MISC
Bozeman, MT 59�71-655a IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIilllllllllllllllllllllilllllllllllllllllilllllllllll
WHEN RECORDED, RETURN TO:
G.F.C. Investment Co., LC
503 North 1500 West
Orem, UT 84057
Accam�nodation Recording Onty
$TC� (T�� __...
GRANT OF ACCESS EASEMENT
ti v\10�°�
�° HIS NT OF ACCESS EASEMENT (the "Grant") is made effective as of the
�o day of��� 2025 by Gallatin Mall Group, L.L.C. a Montana limited liability company,
("Grantor") to G.F.C. Investment Co., LC, a Utah limited liability company ("Grantee").
A. Grantor is the owner of that certain parcel of improved real property in Bozeman,
Gallatin County, Montana more particularly described on Exhibit A (hereafter referred to as
"Gallatin Mall Parcel").
B. Grantee is the owner of that certain parcel of real property in Bozeman, Gallatin
County, Montana more particularly described on Exhibit B (hereafter referred to as "Grantee's
Property") which is adjacent to the Gallatin Mall Parcel.
C. Grantor and Grantee desire to enter into this Access Easement Agreement to
facilitate the vehicular and pedestrian travel over the respective properties by Grantee, its invitees,
which shall include Grantee's employees, contractors, invited guests and customers.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the
parties covenant and agree for themselves and their heirs, successors and assigns as follows:
1. Grant of Easement. Subject to the conditions and provisions of this Grant, as well
as all encumbrances and instruments of record, Grantor does hereby grant and convey to Grantee
a non-exclusive easement over, upon and across those portions of the Gallatin Mall Parcel that are
used and designated for pedestrian and vehicular travel for the purpose of ingress and egress of
vehicular and pedestrian traffic to and from Grantee's Property, including the drive aisles and
roadways within the Grantor's Property, as further described and depicted in Exhibit C (the
"Easement"). Grantor shall have the continuous right to use the Easement in any manner and for
any purpose that does not unreasonably interfere with the use of the Easement by Grantee as
granted herein. The parties acknowledge that the Gallatin Mall Parcel has not yet been fully
developed and further that, after development, Grantor, or its successors and assigns (hereafter
collectively "Grantor") may desire to modify the improvements on or the development of the
Gallatin Mall Parcel. Grantor shall have the right to construct improvements on or to otherwise
develop and modify the Grantor's Property, including the relocation of the buildings and
improvements located thereon and the relocation of the Easement, provided, however that no such
modification to the Gallatin Mall Parcel or relocation of the Easement shall unreasonably limit or
restrict Grantee, or his invitees, to so use the Easement for access to the Grantee Property for
ingress and egress of vehicular and pedestrian traffic to and from the Grantee's Property. Grantee
recognizes that Grantor's Tenant,Whole Foods Market Rocky Mountain/Southwest,L.P. ("Whole
2856472 Page 2 of 11 08/06/2025 11:07:00 AM
Foods")has been granted priority parking rights in the Adjacent Parking Area adjacent set forth in
such lease between Whole Foods and Grantor dated June 29, 2020 as amended. Such Adjacent
Parking Area lies to the north of the Whole Foods Store. Grantee shall not have any right to use
such Adjacent Parking Area for parking, staging of vehicles, or other uses. Further, Grantee, its
customers and employees shall not obstruct the Tenant Service Area (loading dock) of Whole
Foods nor otherwise obstruct or impede traffic along the main east-west drive/fire lane abutting
the north side of the Whole Foods building.
2. Duration. This Grant of Easement and the Easement granted herein shall be shall
be perpetually subject to the Common Maintenance Charges provided for herein.
3. Conditions to Use of Easement. Grantee's entitlement to and use of the Easement
is conditioned upon the following requirements.
a. Use. Grantee shall use the Easement granted herein with due regard to the
rights of the Grantor, its owners and its invitees.
b. Indemnification. Grantee shall defend, indemnify and hold Grantor
harmless from and against all liability, loss or costs incurred, including without limitation
reasonable attorney's fees, arising out of, related to or caused by the negligence or willful
misconduct of Grantee or its agents, and tenants, arising out of the use by Grantee, its agents and
tenants of the Easement granted by Grantor.
4. Common Area Maintenance Char�e. Grantor agrees to maintain and repair the
roadways and drive aisles in the Gallatin Mall Parcel that are the subject of this Easement
Agreement. Grantee shall pay to Grantor a monthly Common Maintenance Charge of Two
Thousand Dollars ($2,000.00) per month commencing upon Grantee's commencement of
construction of improvements on the Grantee Property to compensate Grantor for such
maintenance, repair and upkeep of the roadways and drive aisles that are the subject of the
Easement. Such Common Area Maintenance Charge shall be payable on the first day of each
month. Any payment not paid by the l0th of each month shall be subject to a 10% late fee. Such
monthly Common Area Maintenance Charge shall be increased three percent (3%) annually.
5. Covenants Run With Land. Each right and obligation in this Agreement (whether
affirmative or negative in nature) (a) shall constitute a covenant running with the land; (b) shall
benefit and bind every person having any fee, leasehold or other interest in any portion of either
the Gallatin Mall Parcel or the Grantee's Property to the extent that such portion is affected,bound
or benefited by the right-of-way, easement,covenant or restriction in question, or to the extent that
such right-of-way, easement, covenant or restriction is to be performed on such portion or by such
party; and (c) shall benefit and be binding upon any person whose title is acquired by judicial
foreclosure, trustee's sale, deed in lieu of foreclosure or otherwise. If either Grantor or Grantee
transfers their properties, the transferee thereof shall automatically be deemed to have assumed
and agreed to be bound by the covenants and agreements of such party contained in this Grant.
6. Limit of Benefit. The grant of the Easement is limited in use for the benefit solely
of the Grantee's Property and cannot be used by, or transferred for the benefit of, any other
property. Nothing contained in the Agreement shall be deemed a gift or dedication of the Easement
2
2856472 Page 3 of 11 08/06/2025 11:07:00 AM
or any portion of the Grantor's Property to the general public or for the public or for any public
purpose.
7. Miscellaneous.
a. Should any party default in any of the covenants or agreements herein
contained,that defaulting party shall pay all costs and expenses, including a reasonable attorney's
fee, which may arise or accrue from enforcing this Grant or in pursuing any remedy provided
hereunder or by applicable law, whether such remedy is pursued by filing suit or otherwise. This
obligation of the defaulting party to pay costs and expenses includes, without limitation, all costs
and expenses, including a reasonable attorney's fee, incurred on appeal and in bankruptcy
proceedings.
b. It is expressly agreed that the terms, covenants and conditions of this Grant
shall survive any legal act or conveyance required under this Agreement.
c. This Grant shall apply to, inure to the benefit of and bind all parties hereto,
their assigns, heirs, personal representatives and other successors.
IN WITNESS WHEREOF, the parties have executed this Grant the day and year first
above written.
Gallatin Mall Group, L.L.C., a Montana limited
liability com a
By: �
o . o —Managing Member
STATE OF WASHINGTON )
ss.
COUNTY OF SPOKANE )
The foregoing instrument was acknowledged before me this o�� day of June 2025 by
JOHN P., MORROW,the MANAGING MEMBER of Gallatin Mall Group, LLC, a Montana
limited liability company, the signer of the foregoing instrument who duly acknowledged that he
executed the same on behalf of such Company.
__.�-� '
``����G������i,�� otary Public in and for the State ashington
`�.�� �T� �'.,� Residing at Spokane c,
� �s��c � My Commission expires�-�e��� �l
_ :
— Commreeion� �
� 2�pp8278 �
�
� �n My �
• Comm•FxP' �
i �` Feb 10�2029 `
�
i� � �
��'�i,���'W A�,`���`�� 3
2856472 Page 4 of 11 08/06/2025 11:07:00 AM
EXHIBIT A
LEGAL DESCRIPTION OF GALLATIN MALL PARCEL
The following described lands and premises in Gallatin County,
Montana, to-wit:
Tract I of Certificate of Survey No. 467A, located in the S '/z
of the SW '/4 of Section 11,Township 2 South,Range 5 East,
P.M.M., Gallatin County, Montana, according to the official
plat thereof on file and of record in the office of the County
Clerk and Recorder, Gallatin County, Montana.
Excluding therefrom the following described property located in the SW `/4 of
Section 11, Township 2 South, Range 5 East, Principal Meridian, Gallatin County,
Montana, more particularly described as follows:
Commencing from a point common to the northwest corner of State of Montana
Department of Transportation Bargain and Sale Deed Film 148, Page 3285 and the
southeast corner of Lot 2 of Minor Sub. No. 135; thence N.1°29'36"E. for a
distance of 292.33 feet to the Point of Beginning; thence N.1°29'36"E. for a
distance of 23.02 feet; thence N.89°24'38"E. for a distance of 175.61 feet; thence
S.2°09'10"W. for a distance of 59.11 feet; thence S.7°51'S3"W. for a distance of
104.76 feet; thence 5.12°10'18"W. for a distance of 71.71 feet; thence
N.1°29'36'B. for a distance of 209.74 feet; thence 5.89°24'38"W. for a distance of
150.00 feet to the Point of Beginning.
4
2856472 Page 5 of 11 08/06/2025 11:07:00 AM
EXHIBIT B
LEGAL DESCRIPTION OF GRANTEE'S PROPERTY
The following described land and premises in Gallatin County, Montana,to wit:
Starting at the point on intersection between the West line of Section 11,
Township 2 South, Range 5 East, M.P.M., and the North side of the right of
way of U.S Highway 191, thence a distance of 742.0 feet and bearing of
North 89°14' East along the north side of said highway to the point of
beginning, which point is at the southeast corner of a plot of land owned by
the State of Montana and used by the State Fish and Game Commission;
thence in a northerly direction parallel to the west side of Section 11 a
distance of 300.0 feet; thence at a right angle to the west side of Section 11 in
an easterly direction a distance of 150.0 feet; thence in southerly direction and
parallel to the west side of Section 11 a distance of 300.0 feet; thence in a
westerly direction along the north side of U.S. Highway 191 right of way a
distance of 150.0 feet to the point of beginning, all lying in the S W 1/4S W 1/4
of Section 11, Township 2 South, Range 5 East, M.P.M., which tract is in the
Buronepe Annexation to the City of Bozeman, Gallatin County, Montana.
[Deed Reference: Book 137, page 556]
EXCEPTING THEREFROM that portion conveyed to the State of Montana,
Department of Transportation by Bargain and Sale Deed recorded October 26,
1994 in Film 148, page 3285, records of Gallatin County, Montana.
Together with the following described property located in the SW '/4 of Section
11, Township 2 South, Range 5 East, Principal Meridian, Gallatin County,
Montana, more particularly described as follows:
Commencing from a point common to the northwest corner of State of Montana
Department of Transportation Bargain and Sale Deed Film 148, Page 3285 and the
southeast corner of Lot 2 of Minor Sub. No. 135; thence N.1°29'36"E. for a
distance of 292.33 feet to the Point of Beginning; thence N.1°29'36"E. for a
distance of 23.02 feet; thence N.89°24'38"E. for a distance of 175.61 feet; thence
S.2°09'10"W. for a distance of 59.11 feet; thence S.7°51'S3"W. for a distance of
104.76 feet; thence 5.12°10'18"W. for a distance of 71.71 feet; thence
N.1°29'36"E. for a distance of 209.74 feet; thence 5.89°24'38"W. for a distance of
150.00 feet to the Point of Beginning.
5
i � �w.�._.. .v� � „.z,,._.-n. .�H........� .
i � � `'-� � �
, ...�,�.
��-, .�... .: . r...�. -,�;_ -- - - �.., �_ .�_.,
—- — — _._ ;�— -- _
� _ _ ,� -�� ,i�_ ��` —
- -- � -
, ���p ��-- _�_��.�. � - - - �, , _____ ,
� � � �- � � r-----� - ,; � '�
, �_.,...,..,
-ji (_; � ,�.�.... j ' � I! ,_..a
t• „„� �.r: ...,..,
� � -1 w ' ,.,...>,,., " ' � .. .
' ' � �w "._ �T
� , � I I � yr -
'� � ' � � i-- .�...�«k..�u.,,.. .a..�.w.,,�.-�
� � --
; � —
� ' �, �-----�
Cp,RE �
" fSD � HEALTH Q[�n�Gn�u,tw ' —
<,t I � . _ � .��.�.��..�.
--�v, %:'Y* > VALLEY QNEMO. �
,I � _ .�,e.o-.<.M 1 .y �.....�, `1� ,.,. ..�..�.��.� �
�,� ; "� c;�,�, � �� rn
.
; �� � � � `� � " SSING'' �....�. , : g��8 � �I
I
i � `
I I ' GALLATIN CRO- - w , N
{ .i t �, �, MACY'S � � '�`. < ._ __ __ .._...
'i'�d- , I r` . - - _-i � --- � ,.
, � � r= � ':, � _ �
, i - .....�,. � �.� = �
(C- �� ' ' ..,. I I . � -� , �..�J�'+� , .�__- --�f-CR -----� �
N.....,,�.#� - CA,RK�ATIN OSSINC�.
� �
� �� , �.. � �j �,� (Q
'I� <- iwas�u
. L-----Z, �[;�••�7 crww� ai v¢es �/�
- ...__ .. -, .�o�, .. r�.. ' � 1».u]sr v'
�� .-�+' Y� ; .aP[MI:YRJW� JAYACFS O
Ir, '7a'r T�: Ir .:� � 4-� .,..t,., � [SL.�
� ��� ��' �
{'� c�+KNG�IfO"IDtD )5]f�KA �
� ,� r�� a,...�.v�♦ �� 1 � �� 7 ...r �I� U .�oVu � � ��
i � �
��� i � . . ; _ ,.,.�oow l; (� �qa'° �.,�,,, �
�����h;� f�) ���� � � "v" J � � ' -«. _ �y�� (����� �.aK.a�roroW vu srecFa tiy � 0ry�
� i lLV✓' 1�I �pNNG.NO11e v . W
, . ' � '1/ �..� �� �ilii wqW� JY.�<ES � r� O
...^� �o.e.w:a�� � "� . y!.a�o..� I ��IOVDfD��iSY,KfS l 1 V/
� `.h ,,,,_. '�,,,� . 'e �.. ,� � GQ�..�� �• � �,�.Ga.�o,� �V
� � � �p� ` 1 . .PqpvOW. A Y�Cfs O
__ _ ...i'(. � , / 1 ��v
. — , i... . . ;�9v,NGrpo'npEOIY]Sr�cEs
. . �
, _ - , .n o'•%' J/�•
, ,., - ..... �
♦
N
� � _ ",: .... . � `� C�:
..- _ ` � C31
TIRERAMA � � - +c 3..- � 'h.. ' ou+[.a i
_ .
r
� _ u
,.� �_ . _ � � ' �� �- � � e��,.eosr �
1; , �' � ' � � k `� '—�p e.� "'� i � ��,., , z<A�� �
� _� -
� : �
,
� -=>� M . _� � -- ------' "- ����t �
. �
. � , _
— , c� � _ � �� ---- -
� � S
_ __ ,
. .
�-----� � ; _ � �i—�-� A�o / �� D
�'� n r---� o ��.r /,, �P �
t t _ f r--"}. � V\ �i,
� � '
i- '��' �S�
� � � WHOIE FOODS ROCKY MO AIN �h�
� ii� MARKET BANK j"� ..
, �: ��� . `���
i� .�,
_ �.. ��� �V`-�
� � I, PETCO , ., ��.�� ��
i i -`— /'
.
• �
! �"�
.. _
i 'i ,--'.� �� ..
— �_______-
- - � �' � , AS 101
// _':'1,` SRE PLAN .....e o..n v E .._ ,, ._ . .
2856472 Page 7 of 11 08/06/2025 11:07:00 AM
EXHIBIT D
EXISTING EXCLUSIVES BURDENING GALLATIN MALL PARCEL
1. "Lease Agreement" dated December 13, 2000, by and between Ga11aNn Mall Group,
L.L.C. (as "Landlord" therein) and House of Fabrics, Inc. dba Jo-Ann Fabrics (as "Tenant"
therein), having a term terminating January 31, 2026, with one (1) remaining five (5) year
options to extend.
This lease states: "Excluding any occupant of the Shopping Center as of the date of this Lease,in the
event that any portion of the Shopping Center(other than the Premises), any additions thereto,or any
outparcels thereof, are used or occupied by (i)any tenant or occupant of the Shopping Center whose
primary business is the retail sale of any items covered under the Protected Use or, (ii) any tenant or
occupant of the Shopping Center who uses ten percent(10%)or more of its sales area therein for the
retail sale of any of the items covered under the Protected Use (either of the foregoing being referred
to as a "Market Condition"), then Tenant shall have the right and option either to (i)pay Substitute
Rent, or (ii)terminate this Lease by giving written notice to Landlard, in which event all further
obligations hereunder shall terminate. If Tenant elects the option in (i) above, it shall be without
prejudice to a future election of the option set forth in(ii)above."
The term "Protected Use is defined in the lease as: "the sale of fabrics of all kinds, yard goods,
upholstery materials, patterns, knitting supplies, needlepoint, macrame, artificial flowers and
accessories,arts and crafts materials and supplies,finished crafts,picture frames,framing(both ready-
made and custom made),yarns and all types of notions, sewing machines, sewing machine furniture,
fabric care items,products, accessories and services related to all of the foregoing."
2. "Outparcel Ground Lease" dated Apri117,2000,by and between Gallatin Mall Group,
L.L.C. (as "Landlord" therein) and CLC Montana,LLC dba Taco Bell(as "Tenant" therein),
having a term terminating August 31, 2025, with three (3) remaining five (5) year options to
extend.
This lease states: "Provided that(i)Tenant is not in default hereunder,(ii)Tenant continues to operate
its business on the Premises as provided for in Article 11.2 of this Lease, and (iii) Tenant continues
to operate under its agreement with Tenant's Franchisor, Tenant shall have the exclusive right to
operate a Mexican restaurant in the Parking Area. This exclusive right shall in no way preclude
Landlord from leasing space within the Mall Area to restaurant operatars offering Mexican cuisine."
3. "Lease Agreement" dated November 19, 2001, by and between Gallatin Mall Group,
L.L.C. (as "Landlord" therein) and Barnes & Noble Booksellers, Inc. (as "Tenant therein),
having a term terminating January 31, 2028, with one (1) remaining five (5) year option to
extend.
This lease states in Section 7.1 thereof: "Tenant and any other occupants of the Premises . . .may use
the Premises for the purpose of the display and retail sale and/or rental of (i) books, magazines,
periodicals and newspapers in print, (ii)books,magazines,periodicals and newspapers on tape, disk,
CD-ROM and/or any other media, computer software and computer games, as well as any items
7
2856472 Page 8 of 11 08/06/2025 11:07:00 AM
which are technological evolution of any of the foregoing items, together with various media and
merchandise incidental thereto,(iii)audio compact discs and other forms of recorded music,(iv)video
tapes and disks, video games, (v) other merchandise typically sold in Tenant's other stores and (vi)
any other lawful retail use,except as may be limited by Existing Exclusives and Future Exclusives to
the extent set forth in this Article 7 . . . Tenant may, at its sole option, also operate, or grant a
concession or sublease for the operation of, a "coffee or espresso bar" or "coffee shop" or similar
operation within the Premises providing its customers with beverages, food and other related items
including, without limitation, coffee,tea and other beverages, pastries, sandwiches, snacks and other
pre-prepared or packaged food or beverage items, as well as related merchandise, either for sale or
complimentary and for either on-site or take-out consumption(a"Coffee Shop"). . . Tenant's right to
use the Premises for the purposes set forth in clauses (v) and (vi) of this Paragraph 7.1 shall also be
subject to any exclusive use agreements(collectively,the"Future Exclusives")between Landlord and
other anchor-type tenants ar operators within the Shopping Center (meaning tenants/occupants
occupying more than 15,000 square feet of display area)entered into subsequent to the Effective Date
of this Lease, provided that (1) Tenant receives actual written notice of such Future Exclusives, (2)
Tenant has not, prior to receipt of such written notice, commenced the display, sale and/or rental of
any of the items affected by such Future Exclusives, (3) Tenant shall be subject to each of the Future
Exclusives only for so long as each remains in force and effect in the Shopping Center and(4) in no
event will any Future Exclusives prevent Tenant from making a use of the Premises as long as the
display area Tenant devotes to the item(s) covered by the Future Exclusive(s) shall be less than ten
percent(10%) of the total floor area contained within the Premises.
It further states in Section 7.5: "Except to the extent permitted by Existing Conflicting Leases (as
defined in Section 7.8 herein),Landlord,and its successors and assigns,shall not(a)operate or permit
under any circumstances to be operated within the Shopping Center including,without limitation,any
land contiguous or adjacent to the Shopping Center, now or hereafter owned by Landlord or its
Affiliate(s) (hereinafter defined) any other store selling or displaying for sale or rental any of those
items described in clauses (i), (ii) and (iii) of the first (1 st) sentence of Paragraph 7.1 above
(collectively, the "Exclusive Items") (except that with respect to any land that would be contiguous
or adjacent to the Shopping Center but for any intervening road, street, alley or highway, such
exclusive shall only apply with respect to any premises that operates primarily as a bookstore), (b)
operate or permit under any circumstances to be operated within the Shopping Center any separately
demised newsstand or magazine rack, regardless of size, or (c) operate or permit under any
circumstances to be operated(1)any other Coffee Shop within one hundred(100)feet of the Premises
or(2)any other"Specialty Coffee Shops",as hereinafter defined,within the Shopping Center,except
for those tenants operating as Coffee Shops or Specialty Coffee Shops as of the Effective Date (or
replacements thereof within such spaces). As used herein,a"Specialty Coffee Shop" shall mean any
establishment whose primary business is the sale of coffee (eg. Starbucks Corporation, Rocky
Mountain Roasters, Seattle's Best Coffee, etc.) The Incidental Sale (as hereinafter defined) of one,
all or any combination of the Exclusive Items in connection with the overall business of another
operator or tenant, or the sale of coffee, tea or other beverages by a non-Coffee Shop restaurant
operator or tenant as an incidental part of its general restaurant operation, shall not be deemed a
violation of this Paragraph 7.5. As used herein, "Incidental Sale" shall mean the lesser of(x) seven
percent (7%) in the aggregate of such operator's ar tenant's display area and (y) five hundred (500)
square feet in the aggregate of such operator's or tenant's display area (inclusive of allocable aisle
space). Notwithstanding the foregoing to the contrary, Landlord and Tenant agree that the operation
8
2856472 Page 9 of 11 08/06/2025 11:07:00 AM
of a Coffee Shop by a retailer having premises in excess of 10,000 square feet of Leasable Square
Footage as an incidental (but unrelated) part of its overall retail operation shall not be a violation of
this Paragraph 7.5, provided (a) such Coffee Shop operation does not exceed five hundred (500)
square feet, (b) such Coffee Shop operation does not have its own separate exterior building signage
or the word "Cafe", "Coffee Shop" or the like as a part of its exterior building signage or advertised
through a window and (c) such Coffee Shop operation does not have its own separate exterior
entrance."
4. "Lease" dated May 27, 2020 by and between Gallatin Mall Group, L.L.C. (as
"Landlord" therein) and Whole Foods Market Rocky Mountain/Southwest, L.P. (as "Tenant
therein),having a term terminating January 31,2043.
Article 7.1 of this lease states in part:
Tenant(and any successors,assigns or subtenants of Tenant)shall be subject only to those exclusives
of existing tenants in the Development that are set forth in Exhibit attached hereto and made a part
hereof (the "Existing Exclusives"). Except for the Existing Exclusives, Landlord shall not be
permitted to grant any tenant in the Development any exclusive use protection that is binding on
Tenant (or any successor, assign or subtenant of Tenant), and except for the Existing Exclusives,
neither Tenant nor any successors, assigns or subtenants of Tenant shall be bound by any exclusives
of other tenants including, without limitation, future exclusives granted to other tenants in the
Development.
Notwithstanding any provision of this Lease to the contrary,Tenant shall not use,or allow the use of,
the Demised Premises far, and Landlord shall not use, or allow the use of,the Development for, any
of the Prohibited Uses (herein so called) set forth on E�ibit L attached hereto.
Prohibited Parking Intensive Uses. Except as prohibited by applicable Laws, Landlord shall not
permit in any portion of the "Prohibited Parking Intensive Use Area" depicted on the Site Plan any of
the following:
Any restaurant greater than 3,000 square feet.
Any bar or cocktail lounge greater than 3,000 square feet.
Any health club,health spa,fitness center,yoga or pilates center,weight room,gymnasium or the like
greater than 2,500 square feet.
Any salon (or other business) in excess of 2,000 gross square feet that provides hair treatments
(haircuts,hair coloring,permanents, etc.),manicures, facials, massages or similar services.
Restrictive Covenant. In no event shall a grocery store other than Tenant be permitted to operate in
the Development. In addition, except for interiar mall tenants without a front-facing entry to the
parking lot and except as prohibited by applicable Laws, Landlord shall not permit (A) in any other
portion of the Development,or(B)on any land contiguous or adjacent to the Development(including,
without limitation, any land that would be contiguous or adjacent to the Development but for any
intervening road, street, alley or highway) now or hereafter owned by Landlord or its affiliates
("Related Land"), any of the following:
Any salad bar, delicatessen (which is defined as a retail store that sells sliced-to-order meat and/or
cheese by weight or bulk), or any other business that sells any ready to consume prepared foods
9
2856472 Page 10 of 11 08/06/2025 11:07:00 AM
(including,without limitation,pizza,salad, sandwiches or soups)for on or off premises consumption;
provided that this Section 7.1(c)(i) shall not prohibit the operation of(A) a MOD Pizza or similar
quick-serve artisanal pizza business, (B) one or more sandwich shops such as Subway or Jimmy
John's, or (C) one (1) restaurant within the interior mall but with a front facing entry to the parking
lot located adjacent to the existing cinema or any replacement thereof.
Eatzi's or any similar business that combines a specialty food market and self-service European-style
eatery.
Any juice and/or smoothie bar.
LYFE Kitchen, Veggie Grill, The Plant, Tender Greens, SweetGreen,Native Foods, good, CHOPT,
CORE, Urban Plates,ar any similar business.
The sale of(A) fresh or pre-packaged produce, meat, poultry, or seafood, (B) dairy, cheese, cereals,
grains, fruits or vegetables, (C) pre-packaged frozen foods, (D) grocery products or bulk foods, (E)
except if incidental to a restaurant use, gourmet foods, bakery goods, or alcoholic beverages
(including beer and wine so long as Tenant is selling beer and wine for off-premises consumption),
(F) body care products, cosmetics,health care items, beauty aids,plants, or flowers, or(G) vitamins,
medicinal herbs,naturopathic or homeopathic remedies, or nutritional supplements.
Any use that would impair Tenant's abiliry to obtain and/or maintain a license to sell alcoholic
beverages(including wine and beer)for on-or off-premises consumption from the Demised Premises.
Exceptions to Prohibited Uses Prohibited Parking Intensive Uses and Restrictive Covenant-General.
Notwithstanding the foregoing Sections 7.1(b)and 7.1(c) and E�chibit L,but subject to the provisions
of Section 7.1(d)(iv) below that constrain or prohibit the sale of the items described in Section
7.1(c)(v) above:
Landlord may lease premises in the Development to one(1)conventional pharmacy, such as CVS or
Walgreens, provided, however, such pharmacy may not devote more than twenty percent (20%) of
its sales area (including associated aisle space) to the sale of food for off-premises consumption so
long as it does not sell fresh produce (except as permitted below) (the "Pharmacv Food Space
Limitation"); provided, however, that there shall be no restriction of, and the Pharmacy Food Space
Limitation shall not apply to, the sale of candy, gum, mints, single serve snack foods, water, soft
drinks or other beverages (other than beer, wine and alcohol, which sales area shall not exceed 250
square feet including associated aisle space), frozen novelties (other than ice cream, which shall be
subject to the Pharmacy Food Space Limitation),nutritional supplements,vitamins,baby food or baby
formula, or diet aids. In no event, however, sha11 such pharmacy be permitted to sell any amount of
fresh and/ar frozen meat, poultry, seafood or produce, except that such pharmacy may sell
prepackaged fresh food including without limitation, luncheon meats, cheese, hot dogs, bacon, pre-
packaged sandwiches and soups, pre-packaged fruit and vegetables and pre-packaged salads for off-
premises consumption, provided the sales area of these items shall not exceed 250 square feet
(including associated aisle space). As used in this subsection, "sales area" shall mean the floor area
accessible to customers and in calculating the twenty percent (20%) limitation and the 250 square
foot limitations as described above, shall mean that portion of the sales area upon which the fixture
displaying the sale of food for off-premises consumption is located and the associated aisle space. As
used in this subsection, "associated aisle space" shall mean half(1/2) of the adjacent aisle space that
services such fixture.
10
2856472 Page 11 of 11 08/06/2025 11:07:00 AM
Landlord may lease premises in the Development to one (1) cosmetic store such as Ulta, MAC or
Sephora.
Landlord may lease premises in the Development to one(1) City Vineyard or similar type use.
Landlord may lease premises in the Development or Related Land to other tenants or occupants and
permit them to engage in "incidental sales" of any of the prohibited items described in Section
7.1(c)(v). For purposes of the foregoing, a tenant or occupant shall be deemed to be conducting
"incidental sales" of such prohibited items only if the aggregate floor area in such tenant's or
occupant's premises devoted to the display of such items (other than those items the sale of which is
completely prohibited as provided below) does not exceed the lesser of(1) one percent (1%) of the
Rentable Area of such tenant's or occupant's premises, or(2) 100 square feet. Notwithstanding the
foregoing,however,the sale of the following(even if such sales be considered only"incidental sales")
by any tenant or occupant in the Development or on Related Land is expressly prohibited (1) wine
and/or beer for off premises consumption, (2) meat, poultry and/or seafood for off premises
consumption, (3) cheese for off premises consumption, (4) vitamins for off premises consumption,
(5) naturopathic and/or homeopathic remedies for off premises consumption, and (6) nutritional
supplements for off premises consumption.
5. "Shopping Center Lease" dated November 22, 2024 by and between Gallatin Mall
Group, L.L.C. (as "Landlord" therein) and Sephora USA, Inc. (as "Tenant therein), having a
term terminating January 31,2036 with one(1)five(5)year option to extend.
This lease states: Landlord shall not permit any other premises in the Center (other than Tenant's
Premises) to be occupied by and operated by any tenant whose business is the sale, display or
distribution, either solely or in any combination, of any items included in any one or more of the
following categories of inerchandise: (i)cosmetics,(ii)makeup, (iii)skin care products,(iv)hair care
products, or (v) perfumes and fragrances (herein "Tenant's Exclusive"). Other tenants in the center
may display and sell such items on an "Incidental Basis" (defined herein as the sale and display of
such items shall not exceed a total area equal to the lesser of(x) five hundred (500) square feet of
Gross Leasable Area) or (y) five percent (5%) of the total Gross Leasable Area occupied by the
applicable tenant. The Tenant Exclusive shall not apply to Bath & Body Works (existing tenant),
Lush(possible future tenant)or any tenant existing in the Center whose lease allows the sale of such
items. Prohibited retailers shall include, by way of example and not limitation, those businesses
operating under the following trade names: Beauty Brands, Blue Mercury, CVS, Rite Aid and
Walgreens.
11