HomeMy WebLinkAboutReal Property Purchase Western Ada Rec - Fuller ParkAGREEMENT FOR SALE AND CONVEYANCE OF PROPERTY
This Agreement for Sale and Conveyance of Property (the “Agreement”) is made
between The City of Meridian, an Idaho Municipal Corporation (“City”), and the Western Ada
Recreation District, aRecreation District created and organized under Title 31, Chapter 43 of the
Idaho Code (“District”). City and District may be collectively referred to herein as “the Parties.”
This Agreement shall be made effective as of the date when fully executed by both Parties
Effective Date”).
WHEREAS, District owns and operates a public park in the City of Meridian known as
Fuller Park; and
WHEREAS, City owns and operates numerous public parks within its city limits; and,
WHEREAS,the respective governing bodies of City and District are mutually interested
in supporting efficient public park operations; and,
WHEREAS, City has proven experience at successfully and efficiently operating,
maintaining, and programming park facilities across the City; and,
WHEREAS, District desires to sell, and City is willing to purchase Fuller Park on the
mutually agreeable terms and conditions set forth herein; and,
WHEREAS, District intends to reduce its annual budget in August 2019 for the 2020
fiscal year in the amount of $276,000 which represents the amount currently budgeted by District
for the maintenance of Fuller Park. This will result in a reduction in the District mill levy after
the sale and transfer of Fuller Park to City.
NOW, THEREFORE, in return for good and valuable consideration, including the
agreement set forth herein, the above recitals, andthe Parties’ proceeding to the closing of the
transaction contemplated hereby, the receipt and sufficiency of such consideration being hereby
acknowledged, the Parties do hereby enter into this Agreement and the terms and conditions set
forth below. The parties agree as follows:
1. TRANSFER OFPROPERTY.
1.1 Real Property. Subject to the terms and conditions of this Agreement, District
shall sell and convey to City, andthe City shall purchase from District, the real property legally
described and depicted on Exhibit 1.1, attached hereto and incorporated herein (the “Real
Property”).
1.2 Tangible Personal Property to be included in the purchase price.Certain
tangible personal property located on or used in connection with the operation or maintenance of
the Real Property as listed on the attached Exhibit 1.2 (the “Personal Property”) shall be
transferred to City at Closing and documented by a bill of sale or other appropriate
1
Meridian City Council Meeting Agenda September 25, 2018 – Page 46 of 275
documentation. The Real Property and the Personal Property are collectively referred to herein as
the "Property."
1.3 Purchase Price. The Purchase Price for the Property shall be One Thousand
Dollars ($1,000.00), which shall be paid in cash or other readily available funds at Closing
defined in Section 4, below).
1.4 Conveyance of Title. Title to the Real Property shall be conveyed by a Grant
Deed. Title to the Real Property shall be marketable and insurable and shall be free and clear of
all liens, encumbrances, and restrictions, exclusive of any encumbrances, and conditions
accepted in writing by City on or before Closing.
1.5 Title Insurance.
1.5.1 Commitment. Upon the acceptance of this Agreement by District, the
Parties shall order a Commitment for Title Insurance ("Commitment") issued by Pioneer Title
Company, 8151 W. Rifleman Street, Boise, ID 83704, attention Glen Lorensen] ("Title
Company"), covering the Real Property.
1.5.2 Unapproved Exceptions. If any exceptions shown on the Commitment are
not approved in writing by City before Closing and the District is either unable or unwilling to
remove such exceptions by Closing, then City shall have the right to terminate this Agreement,
and each party shall be fully released and discharged from any further obligations under this
Agreement.
1.5.3 Policy. At Closing, City may purchase an Owner's Policy title insurance
policy at City's sole expense in the insured amount of the market value of the real property. The
Policy must include an endorsement deleting the general exceptions to the Policy.
1.6 Possession. District shall deliver actual possession of the Property to City at
Closing.
1.7 "AS -IS Condition. The Property shall be transferred to City at Closing in "AS-
IS" condition, and City acknowledges that District has not made any representations or
warranties as to the condition of the Property and/or any expected use of the Property other than
as specifically set forth in this Agreement.
2. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE DISTRICT.
District represents and warrants to, and covenants with, City as follows:
2.1 Authority of District. The execution, delivery, and consummation of this
Agreement by District has been duly approved in accordance with applicable law and any
documents or instruments governing District.
2.2 Property Ownership. District owns and possesses all right, title, and interest in
and to the Property free and clear of all covenants, conditions, easements, liens, and
encumbrances.
2 Meridian City Council Meeting Agenda September 25, 2018 – Page 47 of 275
2.3 No Litigation. There is no equitable, legal, or administrative suit, action,
arbitration, or other proceedings pending or threatened against or affecting District or the
Property.
2.4 Information to be Provided. Within ten (10) business days after the date this
Agreement is accepted by District, District shall deliver to City the following:
2.4.1 Contracts. All contracts of any kind or nature that will survive the Closing
and that relate to the Property.
2.4.2 Leases. A copy of all leases relating to the Real Property, together with
any amendments to them.
2.4.3 Permits. A copy of any licenses, certificates, permits, approvals,
conditions or similar items, in District's possession relating to any portion of the Real Property.
2.5 Conduct Pending Closing.
2.5.1 As of October 1, 2018, City shall take over operation and maintenance of
the Real Property pursuant to the terms of a License and Maintenance Agreement. An uncured
breach of the License and Maintenance Agreement by City shall render this Agreement null and
void without further action by either party.
2.5.2 From the Effective Date to Closing, District shall not enter into any new
leases, licenses, or partnership agreements relating to the Property, and perform all acts
necessary to insure that the representations, warranties, and covenants of District shall be true,
complete, and accurate in all respects on and as of the date of closing to the same force and effect
as if made at Closing.
2.6 Access to Property. For purposes of City's Real Property Inspection, after the
Effective Date of this Agreement, City and City's authorized representatives shall have
reasonable access to the Property for such purposes as set forth in this Agreement. This
provision shall in no way limit the access granted to City in the separate License and
Maintenance Agreement executed by the parties.
3. CONDITIONS PRECEDENT TO CLOSING.
3.1 Representations and Warranties True. The representations and warranties of
District are true, complete, and accurate as of the date of this Agreement and as of the date of
Closing as if made as of such date.
3.2 Cily's Real Property Inspection. City shall have ninety (90) days from the
Effective Date (the "Inspection Review Period"), to inspect the Property to conduct, review and
approve any investigations, tests, analyses or studies, permits, water rights, and all other matters
deemed necessary by City to determine the condition and feasibility of the Property for City's
purpose (the "Inspection Review"). If for any reason City determines that the Property is not in a
suitable condition or not feasible for City's purpose, City may terminate this Agreement within
the Inspection Review Period. If City does not either approve or disapprove the Inspection
Meridian City Council Meeting Agenda September 25, 2018 – Page 48 of 275
Review within the time specified, then the Inspection Review will be deemed approved. There
shall be a separate Inspection Review Period for the public restroom building currently under
construction. The 90 day Inspection Review Period for the public restroom building shall begin
when the construction contractor has notified District that the building is substantially complete.
District shall coordinate with City during final walk-through and inspection and allow City the
opportunity to determine if the completed building is in substantial compliance with the
construction documents. District shall work with construction contractor to resolve any punch -
list or warranty items until Closing, including any warranty items that City brings to the attention
of District.
3.3 Title Policy. Prior to Closing, the Title Company shall be prepared to issue a
policy in accordance with the provisions of Section 1.8.3.
3.4 Execution and Delivery of Documents. The Parties shall have executed and
delivered to the Closing Agent the following:
1. The Grant Deed;
2. The Purchase Price as defined in Section 1.3, above
3. A Bill of Sale and associated vehicle title documents necessary to transfer
ownership of the Personal Property listed on Exhibit 1.2
4. Any other documents and funds necessary to effect the transfer of title
contemplated by this Agreement.
4. ESCROW AND CLOSING
4.1 Escrow Agent. The Escrow Agent for this Agreement shall be Pioneer Title
Company, 8151 W. Rifleman Street, Boise, ID 83704, attention Sue Rich -Merritt.
4.2 Date of Closing. The Parties shall submit all required documents to Escrow
Agent in advance of the planned closing date of September 30, 2019, or at such other time, date,
and place as may be mutually agreed between District and City ("Closing").
4.3 Closing Agent Instructions. City and District shall execute and deliver to the
Closing Agent instructions on the form generally provided by the Closing Agent with such
modifications as are reasonably made by City and District.
M Meridian City Council Meeting Agenda September 25, 2018 – Page 49 of 275
5. GENERAL PROVISIONS.
5.1 Broker Fees. No Brokers were involved with this transaction.
5.2 Governing Law, Jurisdiction, and Venue. This Agreement shall be construed
and interpreted in accordance with the laws of the State of Idaho. The parties agree that the
courts of Idaho shall have exclusive jurisdiction and agree that Ada. County is the proper venue.
5.3 Time of the Essence. Time is of the essence with respect to the obligations to be
performed under this Agreement.
5.4 Rights Cumulative. Except as expressly provided in this Agreement, and to the
extent permitted by law, any remedies described in this Agreement are cumulative and not
alternative to any other remedies available at law or in equity.
5.5 Nonwaiver of Remedies. The failure or neglect of a party to enforce any remedy
available by reason of the failure of the other parry to observe or perform a term or condition set
forth in this Agreement shall not be a waiver of such term or condition. A waiver by a party
i) shall not affect any term or condition other than the one specified in such waiver, and (ii) shall
waive a specified term or condition only for the time and in a manner specifically stated in the
waiver.
5.6 Successors and Assigns. Subject to any express provisions in this Agreement
regarding restrictions on transfers or assignments, this Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and permitted assigns.
5.7 Entire Agreement. All Exhibits to this Agreement are a part of this Agreement.
This Agreement, together with the accompanying Exhibits, is the entire agreement among the
parties and supersedes all prior memoranda, correspondence, conversations and negotiations.
5.8 Severability. The invalidity of any portion of this Agreement, as determined by a
court of competent jurisdiction, shall not affect the validity of any other portion of this
Agreement.
5.9 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which together shall constitute one
and the same instruments.
5.10 Survival of Representations, Warranties, and Covenants. All representations,
warranties, and covenants of the Parties set forth in this Agreement shall survive the Closing and
shall survive the recording of the Grant Deed.
5.11 Attorneys' Fees. If either party shall default in the full and timely performance
of this Agreement and said default is cured with the assistance of an attorney for the other party
and before the commencement of a suit thereon, as a part of curing said default, the reasonable
attorneys' fees incurred by the other party shall be reimbursed to the other party upon demand.
In the event of any litigation between the parties concerning this Agreement, the unsuccessful
Meridian City Council Meeting Agenda September 25, 2018 – Page 50 of 275
30 E. Franklin Road
Meridian, ID 83642
To City: City of Meridian
Attn: City Clerk
33 E. Broadway Avenue
Meridian ID 83642
B. Notice shall be either delivered or sent by certified mail, postage prepaid, return
receipt requested to the parry to be notified at the address specified above, or such
other address as either party may designate in writing. Every notice shall be deemed
to have been given at the time it is deposited in the United States mail, or upon
delivery to the party above specified, or their agent or legal representative.
10. APPROVAL BY GOVERNING BOARDS REQUIRED
This Agreement shall not be effective for any purpose whatsoever until it is approved by
the parties' respective governing boards.
IN WITNESS WHEREOF, the parties hereto have subscribed their names the day and year
first above written.
WESTERN ADA RECREATION DISTRICT:
as
By.
Sha ardle, Board President
CITY OF MERIDIAN
By..
Tammy eerd, Mayor
Attest:
AUG
O�PjEDUST
CJ& Coles, Clerk oaQ
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E ID�A�1--.
IDAHO
s� SEAL �/
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EXHIBIT 1.1
Legal Description of Real Property to be conveyed to City
PARCELI:
Lot 17 in Block 3 of Rod's Parkside Creek Subdivision No. 1, according to the plat thereof, filed in Book 61
of Plats at Pages 6054 and 6055, records of Ada Comity, Idaho.
PARCEL II:
A tract of land in the N1/2 of Section 10, T.3N., R.1 W., B.M., Ada Comity, Idaho, being more particularly
described as follows:
Commencing at a brass cap monunent marking the section confer common to Sections 2, 3, 10 and 11, T.3N.,
R. 1W., B.M., Ada County, Idaho, from which a brass cap monument marking the one-quarter corner common
to said Sections 10 and 11 bears S.0°00'00"W., 2656.47 feet, thence S.0°00'00"W along the section lune
common to said Sections 10 and 11, 1328.23 feet to the Southeast confer of the NEI/4NE1/4 of said Section
10;
thence N.89°38'47"W., along the South boundary line of said NEI/4NE1/4, 1326.27 feet to the Northeast
confer of the NEl/4SWl/4NE1/4 of said Section 10, the REAL POINT OF BEGINNING,
thence S.0103'51"W., 663.56 feet to the Southeast comer of saidNEl/4SW1/4NE1/4;
thence N.89°37'22"W., 663.51 feet to the Southwest corner of said NE1/4SWI/4NE1/4;
thence N.89°37'22"W., along the South boundary line of the NWl/4SW1/4NE1/4 of said Section 10, 73.23
feet to a point on the centerline of the Ten Mile Drain as said centerline is described on that certain Quitclaim
Deed recorded in Book 121 of Deeds at Page 23, records of Ada County;
thence N.56°52'W. (same as N.56°47'W. on said Quitclaim Deed) along said centerline, 567.83 feet to a
point;
thence along said centerline on a curve to the left with a radius of 286.48 feet, a central angle of 23°02' and
whose long chord bears N.68123'W., 114.39 feet to a point;
thence N.79154'W. (same as N.79049'W. on said Quitclaim Deed) along said centerline, 1305.50 feet to a
point;
thence along said centerline on a curve to the right with a radius of 143.24 feet, a central angle of 17°48'35"
and whose long chord bears N.70159'43"W., 44.35 feet to a point on the West boundary line of the
Nl/2SE1/4NW1/4 of said Section 10;
thence N.010 149"E. along said West boundary line, 79.41 feet to the Northwest comer of said
N1/2SE1/4NW1/4;
thence 5.89°38'07"E. along the North boundary line of said N1/2SE1/4NW1/4, 330.06 feet to a point;
thence 5.77°38'E., 700.37 feet to a point;
thence N.0°45'W., 79.71 feet to a point;
thence N.89°47'E., 667.52 feet to a point;
thence N.2135'W., 193.84 feet to a point;
thence 5.06144'E., 227.86 feet to a point on the North boundary line of the NWl/4SW 1/4NE1/4 of said
Section 10;
thence 5.89038'47"E., 69.04 feet to the Northeast comer of said NWl/4SWl/4NE1/4;
thence 5.89138'47"E. along the North boundary line of the NEI/4SW1/4NE1/4 of said Section 10, 663.14 feet
to the REAL POINT OF BEGINNING.
7 Meridian City Council Meeting Agenda September 25, 2018 – Page 52 of 275
EXHIBIT 1.2
Schedule of Personal Property to be included in Transfer)
Category DESCRIPTION SH# f:: LOCATION
Equipment Tool Cat - Bobcat 5600 AOW 113018 Fuller Park Shop
Mule Mule- Kawasaki 40104 x4, Model KAF620M JKIAFCM16F8517740 Fuller Park Shop
Mule Mule -Kawasaki 40104x4, ModelKAF620M JKlAFCM13HB523627 Fuller Park Shop
Equipment Mower - SuperZ 72, Madel 394976 1708316 Fuller Park Shop
Equipment Mower - H38i Walker, Model MH381-15 141390 Fuller Park Shop
Equipment Mower - T30i Walker, Model MT301-10 134970 Fuller Park Shop
Equipment Angle Broom - Bobcat, Model 68 Angle Broom 231316719 Fuller Park Shop
Equipment Snow Blade - Bobcat. Model 96 Snow Blade 683811683 Fuller Park Shop
Equipment Mower - Bobcat, Model MI Finish Mower ABWB00180 Fuller Park Shop
Equipment Wood Splitter - Erskine, Model Maxim 3000 1065766 FuUer Park Shop
Equipment Aerator- EA, Model Aerator NIA Fuller Park Shop
Equipment Pond Aerator - Kasco, Model4400VX IHP 6104NVX440127 Fuller Park Shop
Shop Supplies[Equipment Air Compressor - Rot -Air, Model 5520K17 E042506 Fuller Park Shop
Shop SuppkeslEquipment Large Air Compressor - Rol -Air, Model V313OK166 15100195 Fuller Park Shop
Equipment Towable Aerator- Blue Bird, Model 968999444 143000252 Fuller Park Shop
Trailer Trailer - 7x12 PJ Traders, Model T712 U721231 DSGKT Fuller Park Shop
Trailer Dump Trader - 7x14 Snake River Trader Company, Model DMP714-14K 26" SPTBD1420GIO24021 Fuller Park Shop
Equipment Tow Sprayer - 25 gallon Fknco, Model LG -2500-303 5301065 Fuller Park Shop
Equipment Tow Sprayer - 40 gallon Fknco, Model TR40-EX 5301338 Fuller Park Shop
Equipment Sprayer - 15 gallon Rmco, Model LG -IS -EC 5301302 Fuller Park Shop
Equipment Sprayer -15 gallon Rmco; Model LG -15 -EC 53016021 Fuller Park Shop
Equipment Gas Tank - 100 gallon Better Built HD, Model 29224164 2t980 Fuller Park Shop
Equipment Gas Tank - 100 gallon Better Built HD, Model 29224164 21996 Fuller Park Shop
Equipment John Boat (with trailer) -AlumacraH,Model 1236 Fuller Park Shop
Equipment Pressure Washer- Subaru, ModelEA1WV EA190-17DO930 Fuller Park Shop
Equipment Swamp Cooler - Port -A. -Cool, Model Cyclone 3200 435788-15 Fuller Park Strop
Shop Supplies/Equipment Arc Welder- Lincon Electric, Model ACIDC 2251125 10426-205 Fuller Park Shop
Shop SuppliesfEquipment MigWelder - Thermal Arc, Model FP -135 5001421F13 FulierPark Shop
Shop Supplies/Equipment Generator - Honda, Model EU20DO EACT-1288011 Fuger Park Shop
Shop Supplies/Equipment Paint Sprayer - Grayco, Model Nova 395 BA43306 Fuller Park Shop
Equipment Waterbrash Pump - Honda, Model WB20XT WHBT-2073856 Fuller Park Shop
Shop Supplies/Equipment Table Saw- Rayobi, Model BTS10 XX053330915 Fulier Park Shop
Shop SuppliezlEquipment Battery Charger - NAPA, Model 85-2750 94485909D2 Fuller Park Shop
Shop SuppliesfEquipment Shop Vacuum - Shop Vac, Model LB650C 52732-22 Fuller Park Shop
Shop SuppliestEquipment Nail Gun - Hitachi, Model NR83A3 C346698D Fuller Park Shop
Shop Supplies/Equipment Impact Wrench - Kobalt, Model SGY-AIR216 SGY-5041854 Fuller Park Shop
Shop Supplies/Equipment Torque Wrench - Kobalt, Model 37333 1312393526 Fuller Park Shop
Shop SuppliesfEquipment Green Hand Toot Storage Box 4677 Fuller Park Shop
Shop Supplies/Equipment Green Carpenter's Box Fuller Park Shop
Shop Supplies/Equipment Ladders - qty 5 (various sizes) Fuller Park Shop
Vehicle 2013 Ford F250 Diesel 4x4 King Cab Super Duty w/ Tow Package (white) 1FT7X2BT3DEB36368 Fuller Park Shop
Meridian City Council Meeting Agenda September 25, 2018 – Page 53 of 275
EXHIBIT 1.2, page 2
Equipment Work Station - StestrWood Rolling Fuller Park Shop
Equipment Floor Jacks - qty 3 Fuller Park Shop
Equipment Spreader - Walk Behind Agrifab Fuller Park Shop
Equipment Spreader - Tow Behind Agrifab Fuller Park Shop
Shop, Supplies/Equipment Tool Box with Miscellaneous Tools - Steel Glide 5 foot Fuller Park Shop
Vehicle 1999 Ford F250 (white) 1FTNX20S7XEA01433 Fuller Park Shop
Equipment Oil Transfer System (used) Fuller Park Shop
Equipment Sprayer - Tow Behind 75 gallon Fuller Park Shop
Equipment Sprayer - Solo Backpack 4 gallon Fuller Park Shop
Equipment Sprayer - Soko, Backpack 4 gallon Fuller Park Shop
Equipment Bike Rack - Red Fuller Park Shop
Furniture Bench Seat Fuller Park Shop
Appliance Refrigerator (white) Fuller Park Shop
Furniture Table Fuller Park Shop
Furniture Chairs with arms (maroon) - qty 2 Fuller Park Shop
Electronics AC Cooler Fuller Park Shop
Office Filing Cabinet Fuller Park Shop
Furniture Desk Fuller Park Shop
Furniture Chairs (brown) rolling - qty 2 Fuller Park Shop
Office Computer - HP ENVY desktop Fuller Park Shop
Office Printer- HP Of iceJet Pro 8715 Fuller Park Shop
Electronics Krone Alarm Watchdog Security System Fuller Park Shop
Electronics Central Forced Air System Furnace Fuller Park Shop
Shop SupprieslEquipment Handheld Blower- SUN, Model BG 56C 510953296 Fuller Park Shop
Shop SuppliezlEquipment Handheld Blower - SUN, Model BG 66 507962251 Fuller Park Shop
Shop SuppliesEquipment Slower - Backpack Sfihl, Model BR 60D 503057390 Fuller Park Shop
Shop SuppliesEquipment Blower - Backpack SUN, Model BR 400 Fuller Park Shop
Shop SupplieshEquipment Multi Tool Driver- SIN, Model KM 130 R 297622659 Fuller Park Shop
Shop Supplies/Equipment Trimmer- SUM, Model FS 110 R 579777279 Fuller Park Shop
Shop SupprfWEqiupment Trimmer - SUN, Model FS 130 R 502240001 Fuller Park Shop
Shop SupplieslEquipment Trimmer - Stihl, Model FS 131 R 512427893 Fuller Park Shop
Shop Supples/Equipment Muld Tool Driver- SUN, Model KM 131 R 516069914 Fuller Park Shop
Shop Supplies/Equipment Power Hedge Trimmer - Sthl, Model HS62 R 163336257 Fuller Park Shop
Shop SuppheatEquipment Chain Saw - Sfihl, Model MS 251 504616308 Fuller Park Shop
Shop Supplies/Equipment Chain Saw - Stihl, Model MS 291 284896963 Fuller Park Shop
Shop Suppiles/Equipment Chain Saw - Husqvama, Model 340 Fuller Park Shop
Shop SuppilestEquipment Pruning Chain Saw - Still, Model MS 193 513131517 Fuller Park Shop
Shop Supplies/Equipment Battery Charger- DeWalt, Model DCB1Q1 201509 Fuller Park Shop
Shop Supplies/Equipment Battery - DeWal 20v Ln (black), Model DCB200 Fuller Park Shop
Shop Supplies/Equipment Battery -DeWalt 20Y LA (yellow), Model DC8205 Fuller Park Shop
Shop SuppliesEquipment Driver/Hammer Drill - DeWatk Model DCD985 115267 Fuller Park Shop
Shop Supplies/Equipment Impact Driver- DeWalt, Model DCF885 963655 Fuller Park Shop
Shop Supplies/Equipment Worklight - DeWalt, Model DCL040 341145 Fuller Park Shop
Shop Suppries/Equipment Cordless Grinder- DeWalt, Model DCG4112 820039 Fuller Park Shop
Shop Supplies/Equipment Impact Wrench - DeWalt, Model DCF889 865048 Fuller Park Shop
Shop SuppEesjEquipment Circular Saw - DeWalt, Model DCS391 727208 Fuller Park Shop
Shop Supplies/Equipment Framing Saw - DeWalt, Model DW378G 10084 Fuller Park Shop
Shop SuppUes/Equipment Compound Miter Saw with stand - DeWaft, Model DW715 266115 Fuller Park Shop
Shop SuppliesfEquipment Chop Saw - DeWalt, Model DW870 78029 Fuller Park Shop
Shop Supplies/Equipment Angle Grinder - DeWaft, Model D28116 3705 Fuller Park Shop
Shop SuppliestEquipment Reciprocating Saw - DeWalt, Model DCS380 584620 Fuller Park Shop
Shop SuppliestEquipment Rotohammer - Bosch, Model RH328VC 503000302 Fuller Park Shop
Shop SuppEestEquipment Radio - DeWalt, Model DCR015 160865 Fuller Park Shop
6 Meridian City Council Meeting Agenda September 25, 2018 – Page 54 of 275