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HomeMy WebLinkAboutCovenants, Conditions and Restrictions_Instrument No. 2587416APPROVED A-040717-002 DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS FOR THE MONTANA STATE UNIVERSITY INNOVATION CAMPUS This Declaration of Covenants,Conditions and Restrictions("Declaration") ismade this)Jday of W ;Lt?_.,2017 by Montana State University Innovation Campus,a Montana non-profit corporation ("MSUIC"),forthe development ofthe Montana StateUniversity Innovation Campus,a university-relatedresearch park,hereinafter referred to as the "MSU Innovation Campus". I. RECITALS A.This Declaration ismade to assure thatthe land utilizedforthe MSU Innovation Campus willbe developed and operated in a manner consistentwith the high standards of MSUIC,and with the declared intention of creating a professionaland attractivephysicalenvironment foradvanced research and development activitiesrelated to and in support ofthe education,research,outreach,entrepreneurial,and economic development objectivesofMontana StateUniversity ("MSU").MSUIC willuse this Declaration inorder to preserve confidence thatthe overallqualityof development within the MSU Innovation Campus willbe permanently protected and willmaintain a consistentlyhigh qualitydevelopment of architectural,site,and landscape design, integrated intoa carefullypreserved and sensitivelyenhanced natural setting. B.The land in which the MSU Innovation Campus willbe developed ("Project Area")ismore particularlydescribed on Exhibit "A"attached hereto.MSUIC reserves the rightto expressly add land to or subtract land from the ProjectArea in accordance with the provisions herein and according to applicablelaw.Land subtracted from the ProjectArea shallbe deemed "Withdrawn Land"and shallcontinue to be subject to thisDeclaration,unless otherwise specificallyexcluded. C.This Declaration shallapply to the ProjectArea and shallbe binding on alliessees and developers of realproperty,structures,amenities and/or buildingswithin the ProjectArea as now or hereafter defined.This Declaration shallbe in effectas of the date of execution and shallalso run with the land pursuant to Section XIIIherein. D.ItisanticipatedthatMSUIC willenter intoone or more ground leases ("Ground Lease"or "Ground Leases"),pursuant to which certaintractsof the ProjectArea shallbe developed.Said Ground Leases,as well as any other similaragreement or contract that facilitatesthe development ofland within the ProjectArea,shallbe subject to the terms ofthisDeclaration. 2587416 ease 2 oras Page:1 of 17 09/01/201702:42:40PM Fee:$129.00CharlotteMills-GallatinCounty,MT MISC IIllillllilllillllllilllillllltlillllllillifillllllllillfillllllllfillilllllllllfilillilli E.For the efficientadministration ofthe MSU Innovation Campus and MSUIC,forthe efficientenforcement ofthisDeclaration,and forthe preservation ofthe aestheticsand amenities ofthe MSU Innovation Campus,MSUIC deems itdesirableto create a MSU Innovation Campus FacilityAdvisory Council ("FacilityAdvisory Council") that shallbe appointed by the MSUIC Board of Governors ("MSUIC Board")and shallhave the terms,duties,and prerogatives as provided from time-to-time by the MSUIC Board F.This Declaration ismade to ensure that the ProjectArea isutilizedina manner that furthersthe best interestsof MSUIC,MSU's research agenda,and MSUIC's aims in developing and operating the MSU Innovation Campus as an area devoted to business, research,science and relatedactivitiesin a manner thatitwillbe a continuing assetto MSU and forother purposes as setforthbelow. G.Any ofthe ProjectArea and improvements thereon subjectto a Ground Lease shallbe referredto herein as a "Leased Premises."Any Lessee under a Ground Lease shallbe referredto herein as a "Ground Lessee."For purposes ofthis Declaration,any Withdrawn Land,as defined in RecitalB above,shallalsobe deemed to be a Leased Premises and the party owning or leasingany such Withdrawn Land shallbe deemed to be a Ground Lessee. NOW,THEREFORE,the above described ProjectArea comprising the MSU Innovation Campus shallbe established,held,developed,and occupied subjectto the covenants,restrictions,easements,zoning,and charges hereinaftersetforth. II. MSU INNOVATION CAMPUS EXPANSION MSUIC,itssuccessors or assigns,may from time-to-time expand the property subjectto thisDeclaration by the addition ofadditionallands to the MSU Innovation Campus.The addition ofany such land shallbecome effectiveupon the recordation inthe Officeofthe County Recorder of GallatinCounty,Montana,of a Supplemental Declaration of Covenants which (i)describes the land to be added or incorporates by reference the description contained inany filedplatcovering the MSU Innovation Campus;(ii)declares that the additionalland isto be established,held,developed and occupied as part of the MSU Innovation Campus subject to thisDeclaration;and (iii)setsforthsuch additional limitations,restrictions,covenants and conditions as are applicableto the additionalland. When any such addition becomes effective,the additionalland shallbecome part ofthe MSU Innovation Campus and subjectto the provisions of thisDeclaration and any amendment or supplement thereto. MSUIC has no obligationhereunder to add or annex any additionalland to the MSU Innovation Campus or to develop or preserve any portion ofadditionalland in any DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS Page 2 of 15 FOR THE MONTANA STATE UNIVERSITY INNOVATION CAMPUS particularway or according to any particulartime schedule.No land other than that defined hereto shallbe deemed to be subjectto thisDeclaration,whether or not shown on any MSUIC Plan or on any platprepared or filedby MSUIC or described or referred to in any documents prepared,executed or recorded by MSUIC. SECTION III-LIMITATION OF LIABILITY 3.1 No Liabilityfor Actions or Omissions.MSUIC,MSU,the Montana State University Foundation,Inc.(d/b/a Montana StateUniversityAlumni Foundation),as well as the officers,directors,agents,employees and other relatedpartiesofone or more of these entities,shallnot be liableto any Ground Lessees,developers,or other party forany mistake in judgment,or forany negligence or nonfeasance arisingin connection with the review,approval,disapproval or failureto actupon any matter submitted foraction by the MSUIC Board or FacilityAdvisory Council,or forany other matter arisingin connection with theirdutieshereunder. SECTION IV -PERMITTED USES In order to ensure thatthe MSU Innovation Campus isdeveloped and occupied in a manner consistentwith thisDeclaration,alltenants and subtenants are subjectto approval by MSUIC as follows: 4.1 Operations and Functions.Operations located in the MSU Innovation Campus must be substantiallycomprised of one or more ofthe following: (a)Research or creativeactivity; (b)Development or commercialization ofearlystage innovations; (c)Activitiescompatible with or supportive of MSU-related research, educational programs,or activities;and/or (d)Educational or public service activitiesconsistentwith MSU's mission. Businesses or organizations that provide servicesto tenants or subtenants ofthe MSU Innovation Campus and/or MSU willalso be permitted,subjectto MSUIC approval,in areas as approved by MSUIC.Mixed use facilitiessuch as restaurants,banks,and other retailand serviceestablishments,may be constructed to fitwithin the scope oftheir respective normal activitieswithin approved areas ina way thatwillhelp provide ancillary support serviceswithin the MSU Innovation Campus. 4.2 Nuisance.Tenants,subtenants,and occupants of the MSU Innovation Campus must be engaged inoperations that are nuisance freewith respect to smoke,noise, noxious gases,vibration,odors,radiation,dust,and biologicalhazards or similar conditions.Alltenants,subtenants,and occupants shalltake precautions againstall DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS Page 3 of 15 FOR THE MONTANA STATE UNIVERSITY INNOVATION CAMPUS radiation,fireand explosion hazards,and other hazards.Allactivitiesconducted within the MSU Innovation Campus shallbe in compliance with applicable federal,state,county and citylaws,regulations,ordinances,zoning,and orders and inaccordance with applicable environmental health and safetystandards. No noxious,dangerous or offensiveactivityshallbe conducted upon,within,or in connection with any land,lotor portion ofany lotsubject to thisDeclaration,nor shall anything be done thereon which may be or may become any hazard or nuisance to abutting properties or the area or neighborhood ingeneral.Itisthe intentthat research,office, permitted lightindustrialactivity,and permitted ancillaryservicesshallbe initiated, conducted,and maintained with proper appearance from streetsand adjoining properties and to ensure that no effectupon properties within or immediately adjacent to the Project Area shalloccur from the emission ofnoise,dust,odor,glare,vibration,smoke or any other emission or waste which might constitutea nuisance or hazard. 4.3 Relationship to MSU.Inadditionto the above,MSUIC willalsofavorably consider whether a prospective tenant or subtenant demonstrates a beneficialrelationship with MSU.Such criteriamay include,but shallnot be limitedto: (a)Possible employment ofstudents or faculty; (b)The use of the research or scientificequipment,library or other facilities,the use ofwhich may be availableto students or faculty; (c)Complementary areas ofexpertise;or (d)Actual or potentialfinancialbenefitsor other director indirectbenefitsto MSU,itsfaculty,staff,or students. SECTION V -RESTRICTIONS ON TRANSFER The ProjectArea shallbe forthe soleuse of MSUIC-approved developers,occupants, users,owner,lessees,tenants,or subtenants.MSUIC approvals are not transferableand may not be thereaftersold,leased or otherwise transferred unless the transactionisfirst approved by MSUIC.Any approval by MSUIC shallnot bind MSUIC to grant similar approvals in any other instance. SECTION VI -DESIGN REQUIREMENTS 6.1 Design Review,Approval.The externalappearance,build-tolinesand setbacks forthe buildings and improvements within the MSU Innovation Campus are the primary concern of MSUIC.No building,structure,amenity,or other improvement, including landscaping and signage,shallbe constructed or significantlyalteredwithin the MSU Innovation Campus without the prior written approval ofthe MSUIC Board and all such improvements shallbe designed inaccordance with the Design Guidelines (definedin DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS Page 4 of 15 FOR THE MONTANA STATE UNIVERSITY INNOVATION CAMPUS Section 6.2)and thisDeclaration.Informal,pre-design conferences with the Facility Advisory Council willbe required,but shallnot constituteapproval ofthe MSUIC Board. The following material and information shallbe submitted to the FacilityAdvisory Council forapproval priorto the execution ofconstruction contracts: (a)Siteplans,including setback lines,roads,driveways,sidewalks,parking areas,loading and maneuvering areas,externallighting,utilitiesand utility easements,and material disposal locations,grading and plantingplans, which plan shallshow existinggrades and vegetation; (b)Floor plans,drawn to scale,and including elevation,forbuildings and structures; (c)Samples of actualmaterials proposed forallexternal surfaces; (d)A professionallydesigned landscape,irrigation,and drainage plan ifnot depicted on siteplan to include plants native to the area; (e)An accurate architect'sor artist'sdepiction or scalemodel ofthe project;and (f)Any other appropriate specificationsand any additionalmaterials reasonably requested by MSUIC. 6.2 Design Standards.Any physicalfacilityor landscaping constructed within the MSU Innovation Campus must be attractiveand conform to guidelines fordesign, architecture,and landscaping ("Design Guidelines")as may be prescribed and amended from time to time by MSUIC.Said Design Guidelines shallset forththe specificguides and criteriaforallapproved buildings,structures,and landscaping within the MSU Innovation Campus.Any building or structure constructed within the MSU Innovation Campus shallbe designed by a licensed architector licensed engineer in accordance with Montana statelaw and shallconform to allapplicablebuildingand lifesafetycodes. SECTION VII -PARKING 7.1 Common Parkin Use Manasement.The ProjectArea's common parking areas shallconsistof allareas within the ProjectArea which are from time to time paved, graveled or constructed forthe purpose ofparking passenger vehiclesforuse by certain Ground Lessees as designated in the applicableGround Lease ("Special Parking Areas")or by allGround Lessees ("General Common Areas")(collectively"Shared Parking Areas"). Unless otherwise specifiedwithin a Ground Lease,MSUIC grants to each Ground Lessee during the terms ofitsGround Lease a non-exclusive licenseto use ofShared Parking Areas within General Common Areas forthe benefitofthe tenants,subtenants,occupants,users, employees,and visitorsofthe respective Leased Premises. MSUIC,itssuccessors,assigns,or thirdparty contractors,shallhave the rightto construct,maintain and operate lightingand drainage facilitieson or in allsaid areas and improvements;to supervise and enforce uniformly applied ruleswith respect to the same; DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS Page 5 of 15 FOR THE MONTANA STATE UNIVERSITY INNOVATION CAMPUS from time to time to change the area,level,locationand arrangement of Shared Parking Areas and other related facilitieshereinabove referredto;to restrictparking by tenants, subtenants,theirofficers,agents and employees to employee parking areas;to close temporarily allor any portion of said Shared Parking Areas or relatedfacilitiesforrepairor maintenance or to such extent as may,in the opinion of counsel,be legallysufficientto prevent a dedication thereof or the accrual of any rightsto any person or the public therein;to discourage non-employee and non-customer parking;and to do and perform such other actsin and to said Shared Parking Areas and relatedimprovements as MSUIC, itssuccessors,assigns,or thirdparty contractors,shalldetermine to be advisable with a view toward maintaining appropriate convenience uses and amenities,and forpermitted uses by tenants,subtenants,occupants,and theirofficers,agents,employees and customers. 7.2 Ground Lease Parking.Each and every Ground Lessee shall,atitsown expense,be required to construct,provide and maintain within itsLeased Premises the minimum amount of accessiblestallsrequired by law or regulation plus the number of spaces required by MSUIC ("Ground Lease Parking").Allaccessibleand visitorspaces shallbe located on the Leased Premises. 7.3 Rules and Regulations.Shared Parking Areas shallbe subjectto such reasonable rulesand regulationsas may be imposed by MSUIC and as may be setforthina separate document.This includes allmotor vehicle parking areas,driveways,entrances and exitsthereto,signage,events parking and other facilitieswithin the Shared Parking Area,includingifany,employee parking areas,truck ways,loading docks,and other related areas and improvements . SECTION VIII-MAINTENANCE AND MANAGEMENT OF PROJECT AREA 8.1 Common Area I)efined."Common Area"shallmean allareas within the ProjectArea that are not subjectto a Ground Lease (unlesssuch Ground Lease expressly provides thatthe Leased Premises thereof are to be included within the Common Area)or which have not been dedicated to the Cityof Bozeman or any other thirdparty entity.The Shared Parking Areas are included within the Common Area.Certain Common Areas, including SpecialParking Areas,may be designated by MSUIC as serving only a particular segment ofthe MSU Innovation Campus and shallconstitute"Special Common Areas." Each Leased Premises to be served by any SpecialCommon Area shallhave specifiedsuch Special Common Area within the Ground Lease therefor.AllCommon Area not so designated as SpecialCommon Area shallconstituteGeneral Common Area. 8.2 Maintenance Obligations.The CityforBozeman willonly maintain the water and sanitarysewer mains within the publicright-of-way or easements aswell as stormwater infrastructurein the publicstreetright-of-wayincludinginlets,storm sewer, and manholes.Allutilityservicesofany type and utilitiesoutsideofthe rightofway or easements are excluded from Citymaintenance.Stormwater specificexclusionsinclude DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS Page 6 of 15 FOR THE MONTANA STATE UNIVERSITY INNOVATION CAMPUS stormwater ponds,subsurface stormwater storage/disposal,and stormwater treatment components outsideofthe streetright-of-way.Allother infrastructurewillbe maintained as discussed below. At alltimes,each Ground Lessee shallbe responsible to maintain their Leased Premises,includingthe Ground Lease Parking (the "Lessee Maintenance Area")and MSUIC,itssuccessors,assigns,or thirdparty contractors,shallbe responsible to maintain allCommon Areas,includingthe Shared Parking Areas (the "Common Maintenance Area")in good and clean condition and repair.Additionally, the Ground Lessees and MSUIC,itssuccessors,assign,and thirdparty contractors (referredto individuallyas a "Responsible Party"and collectivelyas "Responsible Parties"),with regard to a Lessee Maintenance Area or the Common Maintenance Area, respectfully,shallbe atalltimes responsible to fulfillcertainobligations,including without limitation,the following: (a)Maintaining,repairingand resurfacing,when necessary,allpaved surfaces in a level,smooth and evenly covered condition with the type of surfacing material originallyinstalledor such substituteas shallin allrespects be equal or superior in quality,use and durability;and restriping,when necessary,to maintain clearlyvisibleparking stallsand trafficcontrollines; (b)Removing allpapers,debris,dirtand refuse from the property forwhich they are responsible and washing or thoroughly sweeping such property to the extent reasonably necessary to keep such property in a clean and orderly condition; (c)Placing,painting,maintaining,repairing,replacing and repainting,as and when necessary,alldirectionalsigns,markers,striping,bicycleand pedestrian crossings; (d)Maintaining,repairingand replacing,when necessary,serviceareas,traffic directionalsigns,markers and lines,and allinformational signssuch as "VisitorParking"or "Accessible Parking",to keep the same in good repairand condition; (e)Operating,maintaining,repairingand replacing,when necessary,such artificiallightingfacilitiesas shallbe reasonably required,including,but not limitedto,poles,pole bases,wiring,lamps,ballasts,lenses,photo cells,time clocks,bollards,and contacts.Each Responsible Party shallmaintain and provide electricityto alllightingfixturesat itssolecost and expense; (f)Maintaining and watering alllandscaped areas;maintaining,repairingand replacing,when necessary,automatic sprinklersystems and water lines; replacing shrubs and other landscaping as necessary; (g)Maintaining,repairingand replacing,when necessary,allfences,walls,trash enclosures or barricades; (h)Maintaining,repairingand replacing,when necessary,allstorm drains, sewers,liftstationsand other utilitylinesnot dedicated to or maintained by the public or conveyed to any public or privateutilitywhich are necessary DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS Page 7 of 15 FOR THE MONTANA STATE UNIVERSITY INNOVATION CAMPUS forthe operation ofthe buildingsand improvements located inthe Project Are a; (i)Performing itselfor contractingwith a competent thirdparty or partiesto perform any ofthe servicesdescribed herein; (j)Maintaining commercially reasonable insurance;and (k)Supervising trafficatentrances and exitsto the property and within the property ifnecessary as conditions reasonably require in order to maintain an orderly and proper trafficflow. (1)Maintain allstormwater facilitiesper the guidance below: *Catch basins are proposed at each change in horizontalor vertical alignment in the storm drain system.Each ofthese catch basins contains a minimal sump of 9 inches to collectsediments.Care should be taken to properly clean the catch basins to ensure maximum capacityof the basins. The catch basins should be inspected on a yearly basis during the summer months and sediments removed to allow proper operation ofthe system. Any sediment removed during thisprocedure shallbe deposed ofper the Cityof Bozeman standards. *Storm conveyance pipes should be inspected at the same time as the catch basins.Careful attention should be given to the buildup of sediment and debris within the invert (bottom)of the pipe.Ifmore that one-inch of sediment isobserved,then the sediments should be removed through cleaning.Any lineflushingto remove sediment or debris should only be done during periods of dry weather. *The detention ponds should be inspected to determine sediment accumulation.Ifa large amount of sediment isdetected (6 inches),then the sediment must removed from the bottom ofthe pond.The sediment may contain a significantamount ofmetals as well as the possibilityof pesticides.Allsediment removed from the facilityshallbe deposed ofper the City of Bozeman standards. *Control structures should be inspected at leastonce per year, preferable inthe summer.Any debris collectedatthe rectangular weir or in the structure should be removed.Structures should be inspected forsediment collectionat the bottom and allsediment remove per the Citystandards. DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS Page 8 of 15 FOR THE MONTANA STATE UNIVERSITY INNOVATION CAMPUS (m)Temporary fireturn around (cul-de-sac)shallbe maintained per the requirements of part (a)ofthissection. 8.3 Duty to Maintain.Each Responsible Party shallbe responsible for the maintenance,insurance and lightingof itsLessee Maintenance Area or Common Maintenance Area as applicable.Inthe event any Responsible Party defaultsin the performance of such obligations,MSUIC may cause the performance ofthe obligationsof the defaultingResponsible Party and billthe defaultingResponsible Party forthe expenses incurred. 8.4 Indemnity Anainst Liens.Each Responsible Party shallindemnify,defend, protect and hold allother Responsible Partiesor tenants or subtenants harmless for,from and againstany and allclaims in connection with any and allliensarisingout ofany work performed,materialsfurnished to,or obligationsincurred by such Responsible Party in connection with the operation and maintenance ofthe ProjectArea forwhich they are responsible. SECTION IX -ACCESS RIGHTS 9.1 Access Right.At alltimes,MSUIC and itssuccessors,assigns,agents and third party contractors,shallhave rightsforperformance of itsmaintenance and management responsibilitiesand forentry,accessing,testing,inspection,planning, platting,obtaining approvals,arranging entitlements,maintaining,investigating,and constructing utilitysystems and infrastructurenecessary to support and serve later development on each ofthe increments that willbe subjectto a seriesofanticipated Ground Leases. SECTION X -INFRASTRUCTURE 10.1 Infrastructure.The infrastructurefacilities("Infrastructure")shallinclude but not be limitedto allroads,sewer,water,electrical,gas,or energy,telephone and data communications and other utilitiesinfrastructureimprovements as well as stormwater detention and other public improvements that shallbe dedicated to the CityofBozeman or willbe constructed and maintained by MSUIC or itssuccessor,assigns,agent,or thirdparty contractors.To the extent possible,such Infrastructureshallbe paid forby MSUIC from grants or tax increment financingproceeds ("TIF Proceeds").Nothing herein shallbe deemed to forfeit,cancel,or otherwise reduce or negate MSUIC's rightsand power of assessment described in Section XI. SECTION XI -ASSESSMENTS AND ASSESSMENT LIENS DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS Page 9 of 15 FOR THE MONTANA STATE UNIVERSITY INNOVATION CAMPUS 11.1 Ordinary Assessments.MSUIC shallhave the rightand power to assess each Ground Lessee a Pro-Rata Share (defined herein)ofthe costsand expenses incurred by or anticipatedby MSUIC in operating,managing and maintaining the Common Area and Infrastructureand performing itsobligationsunder thisDeclaration or otherwise, including reasonable reserves,management and administrative feeshortfallsin the collectionofsuch assessments from the Ground Lessees foroperation and maintenance ("Ordinary Assessments")forthe purpose of defraying,inwhole or inpart,saidcosts and expenses.The "Pro-Rata Share"isdefined as follows: (a)With respect to the General Common Area,the Pro-Rata Share shallbe calculatedby comparing the area ofland within each Leased Premises to the totalland area of allthen existingLeased Premises. (b)With respect to a SpecialCommon Area,the Pro-Rata Share shallbe calculatedby comparing the area ofland within each Leased Premises to the totalland area ofallLeased Premises served by such SpecialCommon Area 11.2 Capital Assessments.MSUIC shallhave the rightand power to assess in any fiscalyear,specialassessments to construct,reconstruct,or replace capitalimprovements in the Common Maintenance Area,includingbut not limitedto utilitiesand parking facilities,("CapitalAssessment").Any such CapitalAssessment shallbe allocatedamong Ground Lessees inPro-Rata Shares,and shallbecome due and payable on such date or dates as designated in the written noticeto the Ground Lessees. (a)Future Capital Assessments.AllGround Lessees offutureGround Leases shallbe assessed Pro-Rata Shares ofallprevious and future Capital Assessments.CapitalAssessments derived from new Ground Leases willbe creditedor distributedproportionately among the Ground Lessees of existingGround Leases who have paid prior CapitalAssessments and that predate new Ground Leases assessed pursuant to thisSection 11.2(a). 11.3 Infrastructure Assessments.As to any Ground Lessee to be using Leased Premises for a property tax exempt use ("Tax Exempt Ground Lessee"),MSUIC has the rightand power to assess each Tax Exempt Ground Lessee a one-time Proportionate Share (definedherein)of allthen accrued or reasonably estimated future costsof designing and constructing Infrastructurewhich are inexcess ofTIF Proceeds,grants,and donations received by MSUIC ("Tax Exempt Infrastructure Assessment").The "Proportionate Share"shallbe calculatedby comparing the developable acreage within each Leased Premises to the totaldevelopable acreage within the MSU Innovation Campus as reflected in ExhibitA,as amended from time to time.Such one-time Proportionate Share isintended to pay forthe Tax Exempt Ground Lessee's share of Infrastructurein lightof the reduced TIF Proceeds availableto the development because ofa property tax exempt use. DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS Page 10 of FOR THE MONTANA STATE UNIVERSITY INNOVATION CAMPUS 11.4 Covenant to Pay Assessments.MSUIC hereby covenants,and each Ground Lessee by executing a Ground Lease (whether or not itshallbe so expressed insuch Ground Lease)or by acquiring or entering intoa leaseforWithdrawn Land ("Assessed Party"and the respectiveLeased Premises being referredto herein as "Assessed Project Area")isdeemed to covenant and agrees to pay Ordinary Assessments,Capital Assessments,InfrastructureAssessments,and Tax Exempt InfrastructureAssessment (individually"Assessment"and collectively"Assessments"),as establishedherein and as applicableto each Assessed Party. 11.5 EffectiveDate of Assessment.Any Assessment created pursuant hereto shallbe effective,provided itiscreated as provided herein,ifwritten noticeofthe amount thereof issent by MSUIC to the Ground Lessee subjectthereto at leastthirty(30)days prior to the due date thereof,or the due date ofthe firstinstallmentthereof,ifto be paid in installments.Notice shallbe deemed sufficientifissent via mail through the United States PostalService to the Ground Lessee'smailing address on record with MSUIC. 11.6 Effectof Nonpayment of Assessment;Remedies.Ifany Assessment or any installment of any Assessment isnot paid within thirty(30)days afterthe same has become due,MSUIC,at itsoption,upon fifteen(15)days'prior written noticeto the Assessed Party,may: (a)declarethe entireunpaid balance ofthe Assessment immediately due and payable,and (b)charge intereston the entireunpaid balance or overdue installment (ifithas not exercised itsoption described in 11.6(a)),atthe highest rate of interest then permitted by law,or atsuch lower rate,ifany,as isprovided in the Ground Lease as due. 11.7 Lien for Assessment.Assessments,together with interestand costs,shallbe a charge and a continuing lienin favor ofthe assessing party or MSUIC,upon the Leased Premises leasehold interestagainstwhich each such Assessment ismade.At any time after an installment of an Assessment leviedpursuant hereto remains unpaid forten (10)or more days afterthe same has become due and payable,a certificateoflienforallor any part ofthe unpaid balance ofthatAssessment,and interestand costs,may be filedagainst such leasehold interestwith the Recorder of GallatinCounty,Montana,pursuant to authorization given by MSUIC.The certificateshallcontain a descriptionofthe Assessed ProjectArea,the name or names ofthe lessees or guarantors thereof and shallclearly identifythe leasehold interestupon which the lienisbeing placed.The lienprovided for herein shallremain validuntilreleased or satisfiedin the manner provided by Montana law. DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS Page 10 of 15 FOR THE MONTANA STATE UNIVERSITY INNOVATION CAMPUS 11.8 Liabilityfor Delinquent Assessments.The obligationfordelinquent Assessments,interest,and costsshallnot be the personal obligationofsuccessors intitle unless expressly assumed by the successors,provided,however,that the rightofMSUIC to alien againstthat Ground Lease,or to forecloseany lienthereon forthese delinquent Assessments,interestand costs,shallnot be impaired or abridged by reason ofthe transfer,but shallcontinue unaffected thereby.MSUIC may filealien or liensto secure payment ofdelinquent Assessments,interest,and costs,bring an actionagainstany Assessed Party personally obligatedto pay the same,and an action to foreclosea lien,or any one or more of these.In any foreclosureaction,the Assessed Party shallbe required to pay a reasonable rentalduring the pendency ofsuch action.Interestand costs ofsuch action (includingattorneys'fees)shallbe added to the amount ofany such Assessment,to the extent permitted by Montana law. 11.9 Non-Use.No Ground Lessee may waive or otherwise escape liabilityforthe Assessments provided forinthisDeclaration by non-use ofthe Common Area,General Common Area,SpecialCommon Area,or any part thereof,or by abandonment ofhis,her,or itsGround Lease leasehold. 11.10 CertificateRegarding Assessments.MSUIC shall,upon demand,fora reasonable charge,furnisha certificatesettingforthwhether the Assessments on a specifiedLeased Premises have been paid.This certificateshallbe conclusive evidence of payment of any Assessment therein statedto have been paid. SECTION XII -ONGOING INTEGRATION WITH MSU The purpose ofthe MSU Innovation Campus isto benefitand advance the purposes of MSU.Therefore,inadditionto compliance with the permitted uses,operations and functions setforthinthisDeclaration,tenants and subtenants of the MSU Innovation Campus shall,upon request by MSU,meet with designated officialsor representatives of MSU,at reasonable intervals,times and places,to discuss and promote activecollaboration and cooperation between the tenant and subtenant and itsactivitiesand MSU,its departments,faculty,designated students,and functions which are,or may be,relevant to the tenant'sand subtenant's operations;and,the tenant and subtenant shallexercisegood faithefforts,upon such terms,at times,and in such manner,as may be reasonable under the circumstances,to encourage and permit access to itstechnicalfacilitiesand personnel, and to promote cooperative activitiesbetween the tenant or subtenant and MSU.MSU may provide to employees oftenants and subtenants access to MSU facilities,instrumentation, equipment,or programs under such conditions as MSU may impose. SECTION XIII -CONVENANTS RUN WITH THE LAND;DURATION DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS Page 11 of 15 FOR THE MONTANA STATE UNIVERSITY INNOVATION CAMPUS The covenants and restrictionsofthisDeclaration shallrun with the land and bind any owner,developer,tenants,subtenants,and/or occupants ofany land subjectto this Declaration,theirrespective successors and assigns,in perpetuity. SECTION XIV -AMENDMENT;ASSIGNMENT This Declaration may be amended from time to time by MSUIC and such amendment shallbe effectiveupon written notice thereof to allexistingGround Lessees and recordation of such amendment.A Ground Lessee shallnot assign any of itsrightsand/or responsibilitiesunder thisDeclaration without the prior written consent of MSUIC. SECTION XV -GOVERNMENTAL APPROVALS AND PERMITS MSUIC's approval of plans and specificationsas described herein in no way relieves any party from obtaining any required approvals and permits from any governmental or regulatory authority. SECTION XVI -ENFORCEMENT This Declaration and any amendments shallbe binding upon and inure to the benefitof MSUIC,lessees,tenants,subtenants,and developers of buildings within the MSU Innovation Campus and theirrespective successors and assigns,and MSU to the extent allowed by law.Any violationof thisDeclaration shallgive the injured party the rightto recover damages and/or injunctivereliefagainstviolatingparties.In any such proceeding, the party against whom judgment isentered shallpay the costs and reasonable attorneys' feesof the injuredparty as may be fixedby the court. SECTION XVII -WAIVER The failureofany of MSUIC or any other person or authorized body,to enforce any requirement,restrictionor standard herein contained,shallinno event be deemed to be a waiver ofthe rightto do so thereafteror inother cases,nor to the rightto enforce any other term,condition or restriction. SECTION XVIII -SEVER ABILITY Ifany provision ofthisDeclaration isinvalidatedby statute,judgment,or court order,the remaining provisions shallremain in fullforceand effect. SECTION XIX -AUTHORITY DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS Page 12 of15 FOR THE MONTANA STATE UNIVERSITY INNOVATION CAMPUS MSUIC hereby represents and warrants thatthe person or persons executing this Declaration on itsbehalfhas or have fullauthority and rightto execute thisDeclaration on behalf ofMSUIC. SECTION XX -RECORDING This Declaration shallbe recorded in the officialrecords ofthe Officeof the County Recorder of GallatinCounty,Montana. DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS Page 13 of 15 FOR THE MONTANA STATE UNIVERSITY INNOVATION CAMPUS DATED as of the day and year first above written. MONTANA STATE UNIVERSITY INNOVATION AMPUS By es Craig,Executive Dir or Montana StateUnive i Innovation Campus STATE OF MONTANA COUNTY OF GALLATIN On thisd day of u n<.,2017,Les Craig personally appeared before me and signed the foregoing instrument as Executive Directorof Montana StateUniversity Innovation Campus. NO UARY PUBLIC Residing at GallatinCounty,Montana LAURA R SWEENEY NotaryPUblicMyCommissionExpires:0 forthestateofMontana /()&OS/.S L Boz oa ana My CommissionExpires:..me Aprill0,2021 DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS Page 14 of15 FOR THE MONTANA STATE UNIVERSITY INNOVATION CAMPUS EXHIBIT A Project Area DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS Page 15 of 15 FOR THE MONTANA STATE UNIVERSITY INNOVATION CAMPUS \* I \ L I O "O O O 5.* n * * O (0 Ivx Montana State University Projeceneview """" Innovation Campus ..