Warranty deed V18-46FB-AF16-787D12DC1C64
( E IDI� IA\
APPROVED
08/29/22 I
DATE: PURCHASE AND SALE AGREEMENT
U'IUk49: R'. n-zozz-oiea
THIS PURCHASE AND SALE AGREEMENT for the purchase and sale of real property
("Agreement') is made by and between BRIGHTON LAND HOLDINGS LLC, an Idaho limited
liability company, with an undivided 50% tenant in common interest and SCS TM CREEK LLC, an
Idaho limited liability company, with an undivided 50% tenant in common interest (collectively
"Seller"), and WOOD DUCK INVESTMENTS, LLC, an Idaho limited liability company, or assigns
in accordance with this Agreement ('Buyer"). The "Effective Date" of this Agreement shall be the
later of the dates it is signed by both parties.
RECITALS
A. Seller is the record owner of 0.67 acres located in the City of Meridian, Ada County,
Idaho as legally described on Exhibit A and depicted on Exhibit B attached hereto and
made a part hereof ("Property"). The Property, also known as 3001 W. Peak Cloud
Lane, is located in the Ten Mile Creek development ("Project');
B. Seller desires to sell, transfer and convey the Property, and Buyer desires to purchase
the Property, according to the terms and conditions contained in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual
representations, covenants and agreements set forth in this Agreement, the receipt and sufficiency
of which are hereby acknowledged, Seller and Buyer represent, covenant, undertake and agree as
follows:
1. AGREEMENT TO SELL AND PURCHASE. Seller agrees to sell, transfer and convey and
Buyer agrees to purchase the Property, for the Purchase Price and subject to the terms and
conditions set forth in this Agreement, together with all right, title and interest of Seller in and to all
easements, tenements, privileges and appurtenances thereunto belonging, except for any water
rights, which are reserved pursuant to the Master Declaration (defined later).
2. PURCHASE PRICE. The purchase price to be paid by Buyer to Seller for the Property
("Purchase Price") shall be FOUR HUNDRED SEVENTY-FIVE THOUSAND DOLLARS
($475,000.00). The Purchase Price, less the Earnest Money Deposit, shall be payable in cash upon
delivery of the Deed, defined herein, and completion of the escrow as hereinafter provided.
3. EARNEST MONEY AND ESCROW. Within five (5) days after the Effective Date, Buyer shall
deliver TWENTY FIVE THOUSAND DOLLARS AND NO CENTS ($25,000.00), as an earnest
money deposit ("Earnest Money Deposit") to an escrow account opened with TitleOne Corporation,
1101 W. River Street, Suite 201, Boise, Idaho 83702, attention Scott Darling, phone 208.287.5300,
facsimile 866.638.6981, sdarling@titleonecorp.com ("Title Company"). The Earnest Money and
interest earned thereon (if any) shall be fully refundable to Buyer until the expiration of the Feasibility
Review Period (defined below).
4. FEASIBILITY REVIEW PERIOD AND LICENSE FOR ENTRY.
a. Buyer may conduct any studies, feasibility analyses, title review, review of existing
surveys, environmental tests, financing approvals, applications, obtaining governmental
approvals such as a conditional use permit, and other investigations and/or reviews of
PURCHASE AND SALE AGREEMENT
APPROVED
DH,E. 08i29i22
the Property within ninety (90) days following the Effective Date as deemed necessary
`' %U10 R'22°'°° by Buyer ("Feasibility Review Period"). If Buyer is unsatisfied with its review of the
Property for any reason, or no reason, it shall have the right to terminate this Agreement
prior to the expiration of the Feasibility Review Period. If Buyer terminates this
Agreement prior to the expiration of the Feasibility Review Period the Earnest Money
and all interest earned thereon (if any) shall be returned to Buyer and all parties
thereafter released and discharged from any further obligation under this Agreement.
At the expiration of the Feasibility Review Period, if the Buyer has not terminated the
Agreement, the Earnest Money Deposit shall be deemed non-refundable except for
Seller default, immediately released to Seller, and applicable to the Purchase Price.
b. Buyer shall have two (2) options to extend the Feasibility Review Period for thirty (30)
days each. Buyer shall exercise the option by providing Seller with notice in writing prior
to the expiration of the current Feasibility Review Period.
c. Within five (5) business days after the Effective Date, Seller shall furnish to Buyer copies
of documents, if any, in Seller's possession as described on Exhibit C attached hereto
and made a part hereof ("Review Materials"). Buyer shall keep all such documents
confidential except for contacts with professionals such as lawyers, engineers, or
accountants who are assisting Buyer with this transaction. If Buyer terminates this
Agreement for any reason, Buyer shall return all documents to the Seller.
d. Prior to any construction on the Property, Buyer shall submit to Seller the following plans
for Seller's review and comment: site plan, elevation plan with colors and materials
shown, landscape plan, sign plan, utility plan, and any other "Submittal Plans" required
by the Master Declaration (defined in Section 7). Seller shall review and provide
comments and/or approvals to such plans to Buyer within ten (10) business days of
receipt of all plans required to be submitted in this subsection (d). Seller acknowledges
this review and any approval will satisfy the "Approving Owner" review of the "Submittal
Plans" as required in Article 3 of the Master Declaration. This Section 4(d) shall survive
closing indefinitely or until such time as the Submittal Plans have been fully approved
by Seller.
e. During the Feasibility Review Period, Seller grants Buyer a license to enter upon the
Property, during business hours and upon reasonable advance notice to Seller for all
purposes reasonably related to a full and adequate determination of the suitability of the
Property for such uses as Buyer shall determine, including, without limitation, the right
to conduct surveys, soils tests, engineering studies, and environmental tests and audits.
Buyer shall not conduct any invasive testing or studies of the Property without Seller's
written permission. Buyer agrees to indemnify, defend, protect and hold harmless Seller
from any and all liability, claims, damages, expenses, judgments, proceedings and
causes of action of any kind whatsoever, arising out of Buyer's exercise of the license
granted herein, unless caused by the willful or negligent act or omission of Seller, its
agents, contractors or employees. Upon completion of any such tests, studies, surveys,
and/or audits, Buyer, at Buyer's sole expense, shall restore the Property substantially to
its condition existing immediately prior to such tests.
5. TITLE MATTERS. Within five (5) business days of the Effective Date, Seller, at Seller's sole
expense, shall cause to be delivered to Buyer, with a copy to Seller, a Commitment for a Standard
Owner's Title Insurance Policy from the Title Company, in the amount of the Purchase Price, with
legible copies of all documents referred to therein ("Title Commitment"). Buyer shall provide Seller
PURCHASE AND SALE AGREEMENT 2
APPROVED
DH,E. 08i29i22
ritten notice of those title matters Buyer finds objectionable within thirty (30) days after
:1A%U10KR -2201fi9 t of the Title Commitment. Within fifteen (15) days receipt of such notice, Seller shall notify
whether it elects to cure any title issues, and shall have until the expiration of the Feasibility
Review Period to cure such title issues. In the event Seller does not cure such objectionable
matters to Buyer's satisfaction, Buyer may (i) terminate this Agreement and receive a full refund
of all earnest Money Deposited pursuant to this Agreement without additional authorization,
consent, or release by Seller, or (ii) take all necessary action to cure such matters itself and
continue to Closing, notwithstanding such objection. Seller shall convey to Buyer good and
marketable title to the Property, which shall be free and clear of all liens, encumbrances, and
other exceptions to title, except the liens of taxes and assessments not yet due and payable,
easements and restrictions of public record, easements which are visible upon the Property, and
those exceptions listed on the Title Commitment (collectively "Permitted Exceptions").
6. CONDITION OF PROPERTY.
a. Except as provided in this Section 6, Buyer acknowledges and agrees that Buyer is
acquiring the Property in an "As Is" condition and solely in reliance on Buyer's own
inspection; and that other than as set forth in this Agreement, neither Seller nor any
agents, representatives or employees of Seller, has made any representations or
warranties, express or implied, verbal or written, with respect to any aspect of the
Property (including without limitation the physical and environmental condition of the
Property and the subsurface conditions of the soil and water) or its fitness for any
particular use.
b. Until the Closing Date, Seller shall bear the risk of any loss, damage to or destruction
of the Property and the risk of any taking of the Property or any part thereof by eminent
domain or condemnation. If all or any portion of the Property is damaged or destroyed
prior to the Closing Date by fire or other casualty ("Casualty"), or if there is an actual
or threatened taking of all or any portion of the Property by eminent domain or
condemnation ("Taking"), then either party shall have the right (i) to terminate this
Agreement by giving written notice thereof to the other party, whereupon the Earnest
Money Deposit shall be returned to Buyer and neither party hereto shall thereafter
have any liability to the other hereunder, or (ii) proceed to Closing. If this Agreement
is not terminated pursuant to the immediately preceding sentence, then: (i) in the event
of a Taking, this Agreement shall remain in full force and effect, and at closing the
Seller shall assign all its right, title and interest in and to any condemnation awards
attributable to the Property to the Buyer, less any amounts Seller expended for
expenses of negotiation and settlement of the award; or (ii) in the event of a Casualty,
then this Agreement shall remain in full force and effect, and at Closing, Seller shall
pay all such insurance proceeds to Buyer, less any amounts Seller expended for
expenses of repair or restoration. In the event of a Taking, if this Agreement is not
terminated, Seller agrees that it will not negotiate or agree to any settlement of
condemnation award regarding the Property without Buyer's participation and consent,
which participation shall be reasonable and at Buyer's sole expense.
7. MASTER DECLARATION. The Property, including the construction of any improvements, shall
at all times be subject to the recorded Master Declaration of Covenants, Conditions and Restrictions
and Reciprocal Easement Agreement for Ten Mile Creek dated July 19, 2016 and recorded on
July 21, 2016, as Instrument No. 2016-064819, as amended from time to time ("Master
Declaration"), and any other restrictions or easements recorded against the Property.
PURCHASE AND SALE AGREEMENT
8.46FB-AF16-787D12DC1C54
jE IDi� ,
APPROVED
'A:E 08/29/22 LLER'S REPRESENTATIONS AND WARRANTIES. Seller warrants, represents and
E1.E%UMB;R A202201fi9 tnts to Buyer on the date hereof and as of the Closing Date as follows:
a. Seller is duly formed and in good standing in the State of Idaho and has the right
to execute this Agreement and to sell the Property without obtaining the consent,
approval, release or signature of any other party.
b. Seller is the sole owner of the Property and the Property is free and clear of any
lien or claims.
C. Each individual executing this Agreement on behalf of Seller is duly authorized to
execute and deliver this Agreement on behalf of Seller, in accordance with Seller's
governing documents.
d. Neither the execution and delivery of this Agreement nor the consummation by
Seller of the transaction contemplated hereby will (A) conflict with or result in a
breach of or default under any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, lease, license, agreement or other instrument or
obligation to which Seller is a party or by which it or the Property is bound, or (B)
violate any order, injunction, decree, statute, rule or regulation applicable to Seller
or the Property.
e. There is no currently existing litigation and, to the best of Seller's knowledge, no
threatened or contemplated litigation that affect or would affect Seller or the
Property. There are no bankruptcy, receivership or similar proceedings, nor are
there any contracts of sale, options to purchase or rights of first refusal affecting
the Property.
f. There are no condemnations or sales in lieu thereof, contracts of sale, options to
purchase or rights of first refusal affecting the Property, or any part thereof, nor
have any such condemnation actions or such claims or rights been asserted.
g. No consent of any creditor, investor, judicial or other non -governmental party to
such execution, delivery and performance by Seller is required for Seller to execute
and deliver this Agreement and perform its obligations pursuant to the terms
hereof.
Seller (A) has no knowledge of and (B) has not received any written notice that the
Property or any portion thereof is situated, used or operated in violation of any law,
court order, regulation, ordinance or requirement of any city, county, state or other
governmental authority.
There are no outstanding tax claims or tax liability of any kind that will affect Buyer
or the Property from and after Closing arising out of, or in connection with, Seller's
ownership of the Property prior to the Closing.
j. All information, data, statements, drawings and other matters relating to the
Property and delivered or communicated by or on behalf of Seller to Buyer,
including, without limitation, documents, agreements, contracts, plans and
specifications, expenses, surveys, title insurance policies and notice and other
communications are, to the best of Seller's knowledge, all materially true,
complete, and accurate, and Seller has not failed to disclose in writing to Buyer
PURCHASE AND SALE AGREEMENT 4
8-46FB-AF16-787DI2DC1 C54
EIDI� 11-
APPROVED
DA 08/29/22 I any material fact or matter affecting or pertaining to the Property.
: J R'A-za 2 1
k. Seller has not received any notice of, and Seller has no actual knowledge of any
claim or citation of noncompliance from any federal, state or local governmental
authority alleging a violation of any Environmental Laws (as defined below), or the
existence on, at or under the Property of any toxic or hazardous substance,
asbestos, urea formaldehyde insulation, PCBs, radioactive material, flammable
explosive, underground storage tanks or any other hazardous or contaminated
substance prohibited, limited or regulated under Environmental Laws. For
purposes of this Agreement, "Environmental Laws" shall mean any and all past,
present or future federal, state and local statutes, regulations, directives,
ordinances, rules, policies, guidelines, court orders, decrees, arbitration awards
and the common law, which pertain to environmental matters, contamination of
any type whatsoever, as such have been amended, modified or supplemented
from time to time (including all present and future amendments thereto and re -
authorizations thereof).
(A) Seller is not a Prohibited Person (as defined below); (B) to Seller's knowledge,
none of its investors, affiliates or brokers or other agents (if any), acting or
benefiting in any capacity in connection with the transaction contemplated under
this Agreement are Prohibited Persons; and (C) none of the funds or other assets,
if any, to be transferred hereunder are the property of, or beneficially owned,
directly or indirectly, by a Prohibited Person, nor are such funds or other assets
the proceeds of any specified unlawful activity as defined by 18 U.S.C. §
1936(e)(7). "Prohibited Person" means any of the following: (Z) a person or entity
that is listed in the Annex to, or is otherwise subject to the provisions of, Executive
Order No. 13224 on Terrorist Financing (effective September 24, 2001) (the
"Executive Order"); (Y) a person or entity owned or controlled by, or acting for or
on behalf of any person or entity that is listed in the Annex to, or is otherwise
subject to the provisions of, the Executive Order; (X) a person or entity that is listed
as a "specially designated national" or "blocked person" on the most current list
published by the U.S. Treasury Department's Office of Foreign Assets Control
("OFAC") at its official website www.treas.gov/office/enforcement/ofac; (W) a
person or entity that is otherwise the target of any economic sanctions program
currently administered by OFAC; or (V) a person or entity that is affiliated with any
person or entity identified in subclause (Z), (Y), (X) and/or (W).
M. Except as retained by Declarant in the Master Declaration, Seller is conveying all
right, title and interest, if any, in and to all easements, privileges, licenses,
reservations, permits, approvals, authorizations, rights -of -way, consents and other
use rights, interests and privileges owned or used by Seller in connection with the
Property.
n. Seller is not a foreign person within the meaning of Section 1445 of the Internal
Revenue Code of 1986, as amended.
o. Seller has not received notice, nor has any actual knowledge, that the Property or
Seller is in violation or in breach of any of the covenants, conditions, restrictions or
other agreements affecting the Property.
p. As of the Closing Date, the representations and warranties made by Seller to Buyer
as of the Effective Date shall be true, accurate, and correct as if specifically remade
PURCHASE AND SALE AGREEMENT 5
APPROVED
DA.E. 08/29/22 at that time.
:I_E %UtJBER' A-20-
The representations and warranties of Seller contained in this Agreement shall survive the
Closing for a period of twelve (12) months after which they shall be null and void and, if
Buyer does not file with the appropriate court or tribunal detailed claim of specific
misrepresentation or breach ("Claim") within such period, such representations and
warranties shall be of no further force or effect. If Buyer has actual knowledge that a
representation or warranty is untrue, Buyer, by consummating the transactions
contemplated herein, shall be deemed to have waived any breach thereof by Seller and no
such Claim shall be filed with regard thereto.
9. CLOSING AND RELATED MATTERS.
a. Closing Date. "Closing" or "closing" shall be the date of the recording of the Deed. The
closing shall occur on or before the date that is thirty (30) days after the expiration of the
Feasibility Review Period, as may be extended, but in any event, not later than April 1,
2022 ("Closing Date"), unless otherwise agreed by the parties in writing.
b. Delivery of Deed. Prior to closing, Seller shall deposit into escrow with the Title
Company a duly executed and acknowledged special warranty deed, approved by
Buyer (in the form attached hereto as Exhibit D) ("Deed") conveying all of Seller's right,
title and interest in and to the Property, and all of its appurtenances, easements, streets,
alleys and rights -of -way adjacent thereto to Buyer or Buyer's designee, subject to the
Permitted Exceptions and reserving water rights to the Declarant, together with
instructions to deliver and record the Deed when the Title Company is in a position to
deliver the balance of the Purchase Price to Seller. Buyer shall, on or prior to the Closing
Date, deliver to the Title Company the balance of the Purchase Price with instructions
to deliver the same to Seller upon recordation of the Deed and the Title Company's
irrevocable commitment to issue the title insurance policy or binder required by Section
5.
c. Section 1445 Affidavit. On or prior to the Closing Date, Seller shall deliver to the Title
Company for delivery to Buyer an affidavit in a form satisfactory to Buyer executed by
Seller evidencing Seller's exemption from withholding under the Internal Revenue Code
Section 1445.
d. Costs. Seller shall pay for and provide the Buyer with a standard Owner's Title
Insurance Policy from Title Company in the amount of the Purchase Price. Buyer shall
pay for any extended title insurance or endorsements, any loan costs and fees. Seller
and Buyer shall share equally all escrow fees and any closing costs and/or fees which
are not specifically allocated in this Agreement.
e. Prorations. All taxes, assessments and common area maintenance fees for the current
year relating to the Property shall be prorated as of the Closing Date.
f. Cooperation. Seller and Buyer agree to execute reasonable documents needed to
close the sale and purchase as contemplated by this Agreement.
10. COMMISSIONS. Seller agrees to pay a brokerage fee equal to three (3%) of the Purchase
Price to Buyer's broker, Mike Erkmann of NAI Select LLC. No other brokers were used in this
transaction. Buyer and Seller hereby agree to indemnify, defend and hold each other harmless from
PURCHASE AND SALE AGREEMENT 6
BB-46FB-AF16-787D12DC1C64
EIDI� 11-
APPROVED
)A:P 08/29/22
d all liability, claims, damages, judgments, proceedings and causes of action of any kind
�Ij%Ut,IBERIA2G22 59 ever arising out of the claims of any persons other than those identified in this Section 10 for
ch commission. The Parties agree that they have read and completed the Agency Disclosure
attached as Exhibit E.
11. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on the heirs, successors,
assigns and personal representatives of the parties hereto. Except for Buyer or Seller's assignment
to an entity in common control, neither Buyer nor Seller shall assign its rights and/or obligations
under this Agreement without the other party's written consent, which consent shall not be
unreasonably withheld.
12. REMEDIES. In the event of a breach hereunder by Buyer, Seller, as its sole remedy, shall
be entitled to terminate this Agreement and retain (or obtain the release to Seller of) the Earnest
Money Deposit. In the event of a breach hereunder by Seller, Buyer may either (i) terminate this
Agreement and in that event the Title Company shall return the Earnest Money Deposit to Buyer;
or (ii) obtain specific performance for the purchase of the Property. In any suit, action or appeal
therefrom to enforce or interpret this Agreement, the prevailing party shall be entitled to recover
its costs incurred therein, including reasonable attorneys' fees and disbursements.
Notwithstanding anything to the contrary in this Agreement, Buyer and Seller knowingly,
voluntarily and intentionally waive any right either may have to seek punitive, consequential,
special and/or indirect damages from the other party for such party's breach of or default under
this Agreement. Any breach, prevention, delay or stoppage by Seller due to any cause beyond
the reasonable control of Seller, including but not limited to strikes, lockouts, labor disputes, acts
of God, inability to obtain labor or materials or reasonable substitutes therefor, governmental
restrictions, governmental regulations, governmental controls, enemy or hostile governmental
action, civil commotion, file or other casualty, shall excuse the specific performance by Seller for
a period equal to any such prevention, delay or stoppage.
13. NOTICES. All notices given pursuant to this Agreement shall be in writing and shall be given
by personal service, electronic mail, by United States Mail or by United States Express Mail or other
established express delivery service (such as Federal Express), postage or delivery charge prepaid,
return receipt requested, addressed to the appropriate party at the address set forth below:
If to Seller: Brighton Land Holding, LLC
2929 W. Navigator Drive, Suite 400
Meridian ID 83642
Attention: Amanda McCurry
Phone: (208) 287-0523
Email: amccurry@brightoncorp.com
and SCS TM Creek LLC
3240 West Bavaria St.
Eagle ID 83616
Attention: Mike Hall
Phone: (208) 860-6705
Email: mhall@scsinvestments.net
If to Buyer: Wood Duck Investments LLC
12682 N Town Ridge Road
Boise, ID 83714
Attention: Dan Bruce
PURCHASE AND SALE AGREEMENT 7
jE IDi� IA\, -
APPROVED
'A:E 08/29/22 I Phone: (208) 921-4386
:1.E%UMB;eA2-0— Email: dbruce@boise-dentist.com
With a copy to: NAI Select, LLC
5531 N. Glenwood St.
Boise, ID 83714
Attention: Mike Erkmann
Phone: (208) 229-6015
Email: mike@naiselect.com
a. The person and address to which notices are to be given may be changed at any
time by any party upon written notice to the other party. All notices given shall be
deemed given upon receipt; and
b. For the purpose of this Agreement, the term "receipt" shall mean the earlier of any
of the following: (i) the date of delivery of the notice or other document to the address
specified above as shown on the return receipt, (ii) the date of actual receipt of the
notice or other document by the person or entity specified above, or (iii) in the case
of refusal to accept delivery or inability to deliver the notice or other document, the
earlier of (A) the date of the attempted delivery or refusal to accept delivery, (B) the
date of the postmark on the return receipt, or (C) the date of receipt of notice of
refusal or notice of non -delivery by the sending party.
14. CAPTIONS AND HEADINGS. The captions and headings in this Agreement are for reference
only and shall not be deemed to define or limit the scope or intent of any of the terms, covenants,
conditions, or agreements contained herein.
16. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties
hereto and supersedes all prior agreements, oral or written, with respect to the subject matter
hereof. The provision of this Agreement shall be construed as a whole and not strictly for or against
any party.
16. CONSTRUCTION. In construing the provisions of this Agreement and whenever the context
so requires, the use of a gender shall include all other genders, the use of the singular shall include
the plural, and the use of the plural shall include the singular. This Agreement is entered into in the
State of Idaho and shall be construed and interpreted in accordance with its laws.
17. JOINT AND SEVERAL OBLIGATIONS. In the event any party hereto is composed of more
than one person, the obligations of said party shall be joint and several.
18. ELECTRONIC EXECUTION AND COUNTERPARTS. This Agreement may be executed
electronically and in multiple counterparts. Each party may rely upon any counterpart copy as if it
were one original document.
19. COOPERATION WITH 1031 EXCHANGE. Buyer and Seller shall have the right to effect an
exchange which shall qualify for tax deferral under Section 1031 and, in such event, both Buyer and
Seller agree to cooperate with such exchanges, provided that such exchanges shall not delay the
closing and that no additional costs shall be unreasonably incurred by either party toward the other
in effecting such exchange.
PURCHASE AND SALE AGREEMENT 8
`jE
APPROVED
DA 08/29/22 VERABILITY. In the event one or more provisions (or portions thereof) of this Agreement
%UMR:, A202201fi9 rmined to be illegal or unenforceable, the remainder of the Agreement shall not be affected
y and each remaining provision or portion thereof shall continue to be valid and effective and
shall be enforceable to the fullest extent permitted by law.
21. WARRANTY OF AUTHORITY. The parties warrant that they have full power and authority to
execute and perform this Agreement.
22. TIME. Time is of the essence of this Agreement and each and every term, condition, and
provision hereof. Wherever, under the terms and provisions of this Agreement, the time for
performance falls upon a Saturday, Sunday, or legal holiday, such time for performance shall be
extended to the next business day.
23. NO JOINT VENTURE. It is not intended by this Agreement to, and nothing contained in this
Agreement shall, create any partnership, joint venture or other joint or equity type agreement
between Buyer and Seller. No term or provision of this Agreement is intended to be, or shall be, for
the benefit of any person, firm, organization, or corporation not a party hereto, and no such other
person, firm, organization or corporation shall have any right or cause of action hereunder.
24. PERMITS AND FEES. Buyer shall pay all costs and expenses relating to the development of
the Property and the construction of its building and other improvements, including, but not limited
to, permit fees, development fees, impact fees, utility fees, and sewer "tap" charges.
26. RECITALS AND EXHIBITS. All recitals and exhibits are hereby incorporated herein by
reference and made a part of this Agreement.
26. SURVIVAL. Unless a longer period is provided herein, the terms and provisions of this
Agreement shall survive and remain intact for one (1) year after the closing of the transaction
contemplated herein.
[End of Text]
PURCHASE AND SALE AGREEMENT 9
�E IDIAN>
APPROVED
DATE: 08/29/22
FILE NUMBER: A-2022-0169
18846F8•AF16.767D12DC I C57
EXECUTED effective as of the Effective Date.
SELLER:
BRIGHTON LAND HOLDINGS LLC,
an Idaho limited liability company
By: Brighton Corporation,
an Idaho corporation, Manager
By:
Robe L. hillips, President
Date: V-2-7 f o- 1
BUYER:
WOOD DUCK INVESTMENTS, LLC
an Idaho limited liability company
(� `ha�h A
By: I '
Name: aAT0114en WrTu ce
Title:
Date: 09/2212021
SCS TM CREEK LLC,
an Idaho limited liability company
By: SCS Management LLC,
an Idaho limited liability company, manager
By: / / '4 &zz
Michael Hall, Presiden
PURCHASE AND SALE AGREEMENT 10
Date:
2DC1054
APPROVED
DA EI 08/29/22
C; %Uld B;R' A-2G22-01 e1
EXHIBIT A
Legal Description of Property
Lot 16, Block 2 of TM Creek Subdivision No. 2 in Book 112 of Plats at Pages 16402-16407,
as Instrument No. 2017-115925, official records of Ada County, Idaho.
EXHIBIT A TO PURCHASE AND SALE AGREEMENT
(E IDI� I.�1\
Nt5
APPROVED
DATE 08/29/22
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EXHIBIT B TO PURCHASE AND SALE AGREEMENT
A "6FB-AF16-787012DC 1054
APPROVED
ESE 08"2922
EXHIBIT C
Review Materials
Existing ALTA Surveys.
2. Plans and specifications of the project including site plans, easements, civil and
overall drainage plans and grading plans.
Shared Access and Use Agreements.
4. Copies of any warranties, maintenance, service, supply, management or other
agreements currently in effect, or which may come into effect, of whatsoever nature affecting the
Property.
Copies of real estate tax bills and assessments for the last year and current year.
6. Current commitment for title insurance from the Title Company, together with the
copies of all documents referred to therein and all documents giving rise to exceptions to title.
7. Copies of existing loan documents including notes, loan agreements,
assignments, and deeds of trust for any loan that will be assumed by Buyer.
8. Soils, asbestos, hazardous waste reports, and Phase I and Phase II environmental
assessment reports and geotechnical reports.
9. Any correspondence with any governmental authority pertaining to the use of the
Property that would have an impact on Buyer's intended use as a medical office building.
EXHIBIT C TO PURCHASE AND SALE AGREEMENT
8.46FB-AF16-787D72DC1 C54
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APPROVED
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EXHIBIT D
Special Warranty Deed
THIS SPECIAL WARRANTY DEED (this "Deed") is from
("Grantee).
("Grantor") to
NOW THEREFORE for Ten Dollars ($10.00) and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, Grantor hereby GRANTS, DELIVERS AND CONVEYS to
Grantee all of the real property described on Exhibit A attached hereto together with all of Grantor's rights,
title and interest in and to all improvements thereon and all rights, privileges, and hereditaments and
appurtenances related or pertaining thereto (collectively, the "Property"), excepting any and all water rights
appurtenant to the Property which are retained by the Grantor.
TO HAVE AND TO HOLD said Property with their appurtenances unto said Grantee and the
Grantee's successors and assigns forever. The Grantor does hereby warrant to said Grantee, that the
Grantor has not created or permitted to be created any lien, charge or encumbrance against the Property
except current years taxes, levies, and assessments and except U.S. Patent reservations and the
exceptions described in Exhibit B attached hereto and made a part hereof by this reference; and that
Grantor will warrant and defend the same forever from all claims arising by, through or under Grantor.
THIS DEED SHALL BE BINDING upon and inure to the benefit of Grantor and Grantee and their
respective successors, heirs, legal representatives, and assigns.
EXECUTED TO BE EFFECTIVE AS OF THE
By:
Its:
STATE OF IDAHO )
ss.
COUNTY OF ADA )
DAY OF , 202_.
On this — day of , 202_, before me, a Notary Public in and for said State, personally
appeared , known or identified to me to be the of (constituent entity),
a corporation, one of the managers in the limited liability company of (maker), a limited
liability company, and the manager who subscribed said limited liability company name to the foregoing
instrument, and acknowledged to me that _ executed the within instrument on behalf of said corporation,
and that such corporation executed the same in said limited liability company's name.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public for
My commission expires
EXHIBIT D TO PURCHASE AND SALE AGREEMENT
A � 8
APPROVED
Dd. E. 08/29/22
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_E %V J BER: A 2022 0159
EXHIBIT E
Agency Disclosure
Wood Duck Investments LLC ("Buyer") and Brighton Land Holdings LLC, an Idaho limited liability
company and SCS TM Creek LLC, an Idaho limited liability company (collectively "Seller")
acknowledge the following brokerage relationships:
REPRESENTATION CONFIRMATION
Check one (1) box in Section 1 below and one (1) box in Section 2 below to confirm that in this
transaction, the brokerage(s) involved had the following relationship(s) with the BUYER(S) and
SELLER(S).
Section 1:
A. ❑ The brokerage working with the BUYER(S) is acting as an AGENT for the BUYER(S).
B. ❑ The brokerage working with the BUYER(S) is acting as a LIMITED DUAL AGENT for
the BUYER(S), without an ASSIGNED AGENT.
C. ❑ The brokerage working with the BUYER(S) is acting as a LIMITED DUAL AGENT for
the BUYER(S), and has an ASSIGNED AGENT acting solely on behalf of the
BUYER(S).
D. ® The brokerage working with the BUYER(S) is acting as a NONAGENT for the
BUYER(S).
Section 2:
A. ❑ The brokerage working with the SELLER(S) is acting as an AGENT for the SELLER(S).
B. ❑ The brokerage working with the SELLER(S) is acting as a LIMITED DUAL AGENT for
the SELLER(S), without and ASSIGNED AGENT.
C. ❑ The brokerage working with the SELLER(S) is acting as a LIMITED DUAL AGENT for
the SELLERS(S), and has an ASSIGNED AGENT acting solely on behalf of the
SELLER(S).
D. ® The brokerage working with the SELLER(S) is acting as a NONAGENT for the
SELLER(S).
Each party signing the signing this document confirms that he has received, read and understood
the attached Agency Disclosure brochure adopted or approved by the Idaho Real Estate
Commission and has consented to the relationship confirmed above. In addition, each party
confirms that the brokerage agency office policy was made available for inspection and review.
EACH PARTY UNDERSTANDS THAT HE IS A "CUSTOMER" AND IS NOT REPRESENTED BY
A BROKERAGE UNLESS THERE IS A SIGNED WRITTEN AGREEMENT FOR AGENCY
REPRESENTATION.
CONSENT TO LIMITED DUAL REPRESENTATION AND ASSIGNED AGENCY
The undersigned have received, read and understand the Agency Disclosure Brochure. The
undersigned understand that the brokerage involved in this transaction may be providing agency
representation to both the buyer and the seller. The undersigned each understands that, as an
agent for both buyer/client and seller/client, a brokerage will be a limited dual agent of each client
and cannot advocate on behalf of one client over another, and cannot legally disclose to either
client certain confidential client information concerning price negotiations, terms or factors
motivating the buyer/client to buy or the seller/client to sell without specific written permission of
the client to whom the information pertains. The specific duties, obligations and limitations of a
limited dual agent are contained in the Agency Disclosure Brochure as required by Section 54-
EXHIBIT E TO PURCHASE AND SALE AGREEMENT
Al I E
APPROVED
Dw,E 08/29/22 daho Code. The undersigned each understands that a limited dual agent does not have
;U�BER A K22 W. undivided loyalty to either client.
The undersigned further acknowledge that, to the extent the brokerage firm offers assigned
agency as a type of agency representation, individual sales associates may be assigned to
represent each client to act solely on behalf of the client consistent with applicable duties set forth
in Section 54-2087, Idaho Code. In an assigned agency situation, the designated broker (the
broker who supervises the sales associates) will remain a limited dual agent of the client and shall
have the duty to supervise the assigned agents in the fulfillment of their duties to their respective
clients, to refrain from advocating on behalf of any one client over another, and to refrain from
disclosing or using, without permission, confidential information of any other client with whom the
brokerage has an agency relationship.
RESPONSIBLE BROKER
The RESPONSIBLE BROKER in this transaction is Ben Kneadler, Designated Broker for NAI
Select.
Selling Agency: NAI Select
Agent: Michael C. Erkmann
Address: 5531 N. Glenwood Street
Boise, Idaho 83714
Phone: 208.229.2020
EXHIBIT E TO PURCHASE AND SALE AGREEMENT
i
1 E IDIAN —
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)ATE. 08/29/22
1,[ %UJAB: R n-z 2-1a y
8-46FP-AF16-787D12DC1C54
A Consumer Guide to Understanding
Agency Relationships In Real Estate Transactions
Duties owed to Idaho consumers by a real estate brokerage and its licensees are
defined in the "Idaho Real Estate Brokerage Representation Act." Idaho Code 54-2082
through 54-2097.;"
This Informational brochure Is published by the Idaho Real Estate Commission.
�k
Effective July 1, 2020 `
"Agency" is a term used in Idaho law that describes the relationships between a licensee and
some parties to a real estate transaction.
Right Now You Are a Customer Idaho law says a real estate brokerage and its licensees owe the
g following "Customer" duties to all consumers in real estate transactions:
• Perform necessary and customary acts to assist you in the purchase or sale of real estate;
• Perform these acts with honesty, good faith, reasonable skill and care;
• Properly account for money or property you place in the care and responsibility of the brokerage; and
• Disclose "adverse material facts" which the licensee knows or reasonably should have known. These are facts
that would significantly affect the desirability or value of the property to a reasonable person, orfacts establishing
a reasonable belief that one of the parties cannot, or does not intend to, complete obligations under the contract.
If you are a Customer, a real estate licensee Is not required to promote your best Interests or keep your bargaining
Information confidential. If you use the services of a licensee and brokerage without a written Representation
(Agency) Agreement, you will remain a Customer throughout the transaction.
A Compensation Agreement is a written contract that requires you to pay a fee for a specific service provided by a brokerage,
and it is not the same as a Representation Agreement. If you sign a Compensation Agreement, you are still a Customer,
but the brokerage and its licensees owe one additional duty:
• Be available to receive and present written offers and counter-offers to you or from you.
If you want a licensee and brokerage to promote your best interests in
You May Become a Client a transaction, you can become a "Client' by signing a Buyer or Seller
Representation (Agency) Agreement. A brokerage and its licensees
will owe you the following Client duties, which are greater than the
duties owed to a Customer:
• Perform the terms of the written agreement;
• Exercise reasonable skill and care;
• Promote your best interests in good faith, honesty, and fair dealing;
• Maintain the confidentiality of your information, including bargaining information, even after the representation
has ended;
• Properly account for money or property you place in the care and responsibility of the brokerage;
• Find a property for you or a buyer for your property, and assist you in negotiating an acceptable price and other
terms and conditions for the transaction;
• Disclose all "adverse material facts" which the licensee knows or reasonably should have known, as defined
above;and
• Be available to receive and present written offers and counter-offers to you or from you.
The above Customer or Client duties are required by law, and a licensee cannot agree with you to modify or
eliminate any of them.
If you have any questions about the information in this brochure, contact:
Idaho Real Estate Commission
(208)334-3285
IrecAdaho.00v
EXHIBIT E TO PURCHASE AND SALE AGREEMENT
1 8-46FE-AF 16-787D12DC 1 C 54
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Agency Representation (Single Agency) Under "Agency Representation" (sometimes referred to as
"Single Agency"), you area Client and the licensee is your
Agent who represents you, and only you, in your real estate transaction. The entire brokerage is obligated to promote your
best interests. No licensee in the brokerage is allowed to represent the other party to the transaction.
If you are a seller, your Agent will seek a buyer to purchase your property at a price and under terms and conditions
acceptable to you, and assist with your negotiations. If you request it in writing, your Agent will seek reasonable proof of a
prospective purchaser's financial ability to complete your transaction.
If you are a buyer, your Agent will seek a property for you to purchase at an acceptable price and terms, and assist with
your negotiations. Your Agent will also advise you to consult with appropriate professionals, such as inspectors, attorneys,
and tax advisors. If disclosed to all parties in writing, a brokerage may also represent other buyers who wish to make offers
on the same property you are interested in purchasing.
Limited Dual Agency "Limited Dual Agency" means the brokerage and its licensees represent both the buyer
and the seller as Clients in the same transaction- The brokerage must have both the
buyers and seller's consent to represent both parties under Limited Dual Agency. You might choose Limited Dual Agency
because you want to purchase a property listed by the same brokerage, or because the same brokerage knows of a buyer
for your property. There are two kinds of Limited Dual Agency:
Without Assigned Agents The brokerage and its licensees are Agents for both Clients equally and cannot advocate
on behalf of one client over the other. None of the licensees at the brokerage can disclose confidential client information
about either Client. The brokerage must otherwise promote the non -conflicting interests of both Clients, perform the terns
of the Buyer and Seller Representation Agreements with skill and care, and other duties required by law.
With Assigned Agents The Designated Broker may assign individual licensees within the brokerage ("Assigned
Agents") to act solely on behalf of each Client. An assigned Agent has a duty to promote the Client's best interests, even if
your interests conflict with the interests of the other Client, including negotiating a price. An Assigned Agent must maintain
the Client's confidential information. The Designated Broker is always a Limited Dual Agent for both Clients and ensures
the Assigned Agents fulfill their duties to their respective clients.
What to Look For In Any
Written Agreement With a Brokerage
A Buyer or Seller Representation Agreement or Compensation Agreement should answer these questions:
• When will this agreement expire?
• Can I cancel this agreement, and if • Under an Agency Representation
• What happens to this agreement
so, how? Agreement am I willing to allow the
when a transaction is completed?
• How will the brokerage get paid? brokerage to represent both the
other party and me in a real estate
• Can I work with other brokerages
• What happens if I buy or sell on my transaction?
during the time of my agreement?
own?
Real Estate Licensees Are Not Inspectors
Unless you and a licensee agree in writing, a brokerage and its licensees are not required to conduct an independent
inspection of a property or verify the accuracy or completeness of any statements or representations made regarding a
property. To learn about the condition of a property, you should obtain the advice of an appropriate professional, such as
a home inspector, engineer or surveyor.
AudioNideo Surveillance
Use caution when discussing anything while viewing a property; audio or video surveillance equipment could be in use on
listed properties.
if you sign a Representation Agreement or Compensation Agreement with a licensee, the contract Is actually between you
and the licensee's brokerage. The Designated Broker is the only person authorized to modify or cancel a brokerage contract.
The licensee who gave you this brochure Is licensed with:
Name of Brokerage: TOK Boise LLC Phone: (203) 376-413CO
RECEIPT ACKNOWLEDGED F—W101170
By signing below, you acknowledge only that a licensee gave you a copy of this Agency Disclosure Brochure.
This document is not a contract, and signing it does not obligate you to anything.
Signature
Signature
Date
Date
EXHIBIT E TO PURCHASE AND SALE AGREEMENT