Loading...
HomeMy WebLinkAboutWest Ada School District Real Estate Purchase Parks Department Agreement and Deed ADA COUNTY RECORDER Trent Tripple 2024-024488 BOISE IDAHO Pgs=2 BONNIE OBERBILLIG 05/09/2024 08:06 AM FIRST AMERICAN TITLE AND ESCROW COMPANY $15.00 � �6 A tf i; AFTER RECORDING MAIL TO: City of Meridian ELECTRONICALLY RECORDED-DO NOT 33 E. Broadway Avenue REMOVE THE COUNTY STAMPED FIRST Y PAGE AS IT IS NOW INCORPORATED AS Meridian, ID 83642 PART OF THE ORIGINAL DOCUMENT. WARRANTY DEED File No.: 4125-4142705 (RR) Date: May 09, 2024 For Value Received, Joint School District No. 2, an Idaho school district and body politic of the State of Idaho, hereinafter referred to as Grantor, does hereby grant, bargain, sell and convey unto City of Meridian, an Idaho municipal corporation, hereinafter referred to as Grantee, whose current address is 33 E. Broadway Avenue, Meridian, ID 83642, the following described premises, situated in Ada County, Idaho, to wit: LEGAL DESCRIPTION: Real property in the County of Ada, State of Idaho, described as follows: Lot 11 in Block 25 of CEDAR SPRINGS SUBDIVISION NO. 3, according to the official plat thereof,filed in Book 88 of Plats at Pages 10198, 10199, 10200,and 10201, and amended by Affidavit recorded November 23, 2007 as Instrument No. 107156693, Records of Ada County,Idaho. APN: R1333190940 TO HAVE AND TO HOLD the said premises, with their appurtenances, unto said Grantee, and to the Grantee's heirs and assigns forever. And the said Grantor does hereby covenant to and with the said Grantee, that the Grantor is the owner in fee simple of said premises; that said premises are free from all encumbrances except current years taxes, levies, and assessments, and except U.S. Patent reservations, restrictions, easements of record and easements visible upon the premises, and that Grantor will warrant and defend the same from all claims whatsoever. Page 1 of 2 APN:R1333190940 Warranty Deed file No.:4125-414270S(RR) continued Date:05/09/2024 Joint School District No.2,an Idaho school district and body politic of the State of Idaho GQ••••••••• iAeN 00 Name:Derek Bu Zod` 01,; Title:Superinte dent of Schools : NOTgR p; • •Cl , ,�► .ems ,or0q.02 �• f.. 9904,66 STATE OF Idaho •., QF 1�Q.;;,.• ••••u11++++•• COUNTY OF Ada ) This record was acknowledged before me on May L 2024 by Derek Bub as Superintendent of Schools of Joint School District No.2,an Idaho s i di 7nd dy politic of the State of Idaho. Signature o-Notary-PUbTic My Commission Expires: 0 Page 2 of 2 REAL ESTATE PURCHASE AGREEMENT BETWEEN CITY OF MERIDIAN AND JOINT SCHOOL DISTRICT NO. 2 DBA WEST ADA SCHOOL DISTRICT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into and made effective on April 23, 2024 (the "Effective Date"), by and between the City of Meridian, an Idaho municipal corporation,whose address is 33 E. Broadway Avenue,Meridian, Idaho 83642 (the"Buyer"or "City"), and Joint School District No. 2 dba West Ada School District, whose address is 1303 E. Central Drive,Meridian,Idaho 83642 (the"Seller"or"District").City and District may be referred to individually as a"Party" or collectively as the "Parties." WHEREAS, the District owns 11.365+/- acres of real property more particularly described as Lot 11 in Block 25 of CEDAR SPRINGS SUBDIVISION NO. 3, according to the official plat thereof,filed in Book 88 of Plats at Pages 10198, 10199, 10200,and 10201, and amended by Affidavit recorded November 23, 2007 as Instrument No. 107156693, Records of Ada County, Idaho (the "Property"); and, WHEREAS,the Property is no longer needed for school purposes; and, WHEREAS,the Property is located adjacent to Settlers Park,which is owned and maintained by the City;and, WHEREAS,the City desires to purchase the Property for park and recreation purposes, including a community center; and, WHEREAS, the City and the District have entered into that certain Interagency Governmental Agreement dated November 6, 2019 (as amended on May 11, 2021, and April 9, 2024),which authorizes the District to convey real property to the City; and, WHEREAS, the City and the District deem the fair market value of the Property to be $4,261,875.00; and, WHEREAS,it would be in the best interests of the District,the City,and the community for the City to acquire the Property for public purposes; NOW, THEREFORE, in consideration of the promises, covenants, representations, and warranties set forth in this Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as set forth below. 1. Definitions. The following terms have the following meanings when used in this Agreement: Real Estate Purchase Agreement Page 1 "Agreement". This Purchase and Sale Agreement, including all exhibits attached to this Agreement, if any. "Business Day". A day other than a Saturday, Sunday, or any federal holiday. "Closing". The consummation of the Transaction, as evidenced by the delivery of all required funds and documents to Escrow Agent and the disbursement or delivery of such funds and documents by Escrow Agent in accordance with this Agreement and any other consistent instructions. "Closing Date". Closing of this Transaction shall occur as soon as practicable at a date agreed to by the Parties, but in any event no later than May 31, 2024. "Effective Date". The effective date set forth on page one of this Agreement. "Escrow". The escrow to be created in accordance with this Agreement. "Escrow Agent". First American Title and Escrow Company. "Property". Lot 11 in Block 25 of CEDAR SPRINGS SUBDIVISION NO. 3, according to the official plat thereof, filed in Book 88 of Plats at Pages 10198, 10199, 10200, and 10201, and amended by Affidavit recorded November 23, 2007 as Instrument No. 107156693, Records of Ada County, Idaho. "Purchase Price". The total purchase price to be paid by Buyer for the Property, as set forth in Section 3 of this Agreement. "Transaction". The purchase and sale of the Property contemplated by this Agreement. 2. Definitive Agreement for Purchase and Sale of Property. Upon full execution,this Agreement shall be a binding agreement between Buyer and Seller for the purchase and sale of the Property on the terms, conditions and provisions set forth in this Agreement. This Agreement supersedes all other written or oral agreements between Buyer and Seller concerning the Transaction. If Buyer and Seller execute any separate escrow instructions with respect to the Transaction on Escrow Agent's form, as may be modified by Buyer and/or Seller in the sole discretion of each, and if there is any conflict or inconsistency between any provision of such escrow instructions and any provision of this Agreement, the provision of this Agreement shall control. 3. Purchase Price. The Purchase Price shall be $4,261,875.00 to be paid in full at Closing. 4. Title Commitment. Within three (3) days from the Effective Date, Escrow Agent shall issue and deliver to Buyer and Seller a commitment for title insurance with respect to the Property disclosing all matters of record and other matters of which Escrow Agent has knowledge which relate to the title to the Property, detailing Escrow Agent's requirements for closing the Escrow, committing to issue to Buyer an ALTA Standard Owner's Policy of Title Insurance with respect to the Property, and providing legible copies of all instruments referred to in the report(collectively, the "Commitment"). Real Estate Purchase Agreement Page 2 Buyer has fourteen (14) days after the Effective Date or after receipt of the Commitment, whichever occurs later, to review and to object in writing to any easements, liens, encumbrances or other exceptions or requirements in the Commitment(the"Title Objections").If Buyer does not approve the Commitment or object within the time specified, then the condition of title to the Property reflected on the Commitment shall be deemed approved. If the Title Objections are made within the time specified, Seller may, but shall not be required to, attempt to eliminate the matters covered by the Title Objections by or before the Closing Date.If Seller is unable or unwilling,in its sole discretion,to eliminate the matters covered by the Title Objections by or before the Closing Date upon terms acceptable to Buyer, Seller shall so notify Buyer, and Buyer may either waive the Title Objections that Seller was unable or unwilling to eliminate or terminate this Agreement. 4.1 Amendments to Title Commitment. If the Commitment is amended by Escrow Agent, Escrow Agent shall immediately deliver to Buyer and Seller the amendment and provide legible copies of all additional instruments referred to in the amendment (collectively, the "Amendment"). Buyer has fourteen (14) days from the date of Buyer's receipt of the Amendment or through the Closing Date, whichever occurs earlier, to review and to object in writing to any easements, liens, encumbrances, or other exceptions or requirements in the Amendment which were not disclosed by the Commitment or a previous Amendment(the "Additional Title Objections"). If Buyer does not approve the Amendment or object within the time specified, then the condition of title to the Property reflected on the Amendment shall be deemed approved. If the Additional Title Objections are made within the time specified, Seller may attempt to eliminate the matters covered by the Additional Title Objections by or before the Closing Date. If Seller is unable or unwilling to eliminate the matters covered by the Additional Title Objections by or before the Closing Date upon terms acceptable to Buyer, Seller shall so notify Buyer, and Buyer may either waive the Additional Title Objections that Seller was unable or unwilling to eliminate or terminate this Agreement. 4.2 Title Insurance Policy.At Closing, Escrow Agent shall commit to issue to and in favor of Buyer or its assigns an ALTA Standard Owner's Policy of Title Insurance with respect to the Property in the amount of the Purchase Price,insuring fee simple title to the Property in Buyer effective on the Closing Date, subject to the standard exclusions and exceptions in such form of policy and any additional exclusions and exceptions approved by Buyer (the "Title Policy"). 4.3 Buyer's Inspection of Property. Buyer and/or their designee have thirty (30) days after the Effective Date (the "Inspection Review Period") to inspect the Property and to conduct, review and approve any investigations, tests, analyses or studies deemed necessary by Buyer to determine the condition and feasibility of the Property for Buyer's purpose (the "Inspection Review"). Seller hereby grants to Buyer and Buyer's agents, employees, and contractors a nonexclusive right and license to enter upon the Property after giving reasonable advance notice to Seller to conduct the Inspection Review.Upon completion of the Inspection Review, Buyer shall restore the Property to its condition existing immediately prior to the Inspection Review. To the extent permitted by Idaho law, Buyer shall indemnify and hold Seller harmless from any loss incurred by Seller resulting from damage to the Property caused by the Inspection Review. If for any reason Buyer determines that the Property is not in a suitable condition or not feasible for Buyer's purpose, Buyer may terminate this Agreement within the Inspection Real Estate Purchase Agreement Page 3 Review Period. If Buyer does not either approve or disapprove the Inspection Review, or otherwise terminate this Agreement prior to the expiration of the Inspection Review Period, then the Inspection Review shall be deemed approved. 5. Closing. 5.1 Time and Place.Closing shall take place in the offices of Escrow Agent,or any other place the Parties mutually select, on the Closing Date. 5.2 Seller's Closing Deliveries.At Closing, Seller shall deliver to Escrow Agent: 5.2.1 A Warranty Deed fully executed and properly acknowledged by Seller, conveying the Property to Buyer, free and clear of any mortgages, liens or deeds of trust. 5.3 Buyer's Closing Deliveries.At Closing, Buyer shall deliver to Escrow Agent: 5.3.1 Payment in full for the Purchase Price. 5.4 Closing Costs. Buyer shall pay the premium for the Title Policy. Buyer shall pay any additional premiums required for any extended coverage or endorsements requested by Buyer. Escrow and Closing fees shall be split equally between Buyer and Seller. Each Party shall bear its own costs (including attorneys' fees) in connection with its negotiation, due diligence investigation, and conduct of the Transaction.All other costs associated with the Transaction shall be borne by the Parties in accordance with custom in Ada County, Idaho, as determined by Escrow Agent, unless otherwise specified in this Agreement. 5.5 Possession. Buyer shall be entitled to possession of the Property on the Closing Date. 6. Seller's Representations and Warranties. Seller represents and warrants to Buyer that: 6.1 Authority. Seller has full power and authority to enter into this Agreement and complete the Transaction. 6.2 Binding Agreement. Upon Seller's execution of this Agreement, this Agreement shall be binding and enforceable against Seller in accordance with its terms, and upon Seller's execution of any additional documents contemplated by this Agreement, they shall be binding and enforceable against Seller in accordance with their terms. 6.3 Title. Seller has fee title to the Property. Seller represents that Seller owns the property free and clear of any mortgages or deeds of trust. 6.4 No Violations. Seller has not received notice of any violation with regard to any applicable law, regulation, ordinance, requirement, covenant, condition or restriction relating to the present use, occupancy or condition of the Property from any person, authority or agency having jurisdiction over the Property. Real Estate Purchase Agreement Page 4 6.5 Compliance with Law. Seller has not received any notices of violation of any law, regulation, condition of permit or license, order, ordinance, or any requirement noted in or issued by any federal, state, or local agency or department having jurisdiction over or affecting the Property which has not been corrected, resolved, or withdrawn, and to the knowledge of Seller, the Property is in compliance with all applicable federal, state, and local laws and regulations in all material respects. 7. Buyer's Representations and Warranties. Buyer represents and warrants to Seller that: 7.1 Authority. Buyer has full power and authority to enter into this Agreement and complete the Transaction. 7.2 Binding Agreement.Upon Buyer's execution of this Agreement, this Agreement shall be binding and enforceable against Buyer in accordance with its terms, and upon Buyer's execution of any additional documents contemplated by this Agreement, they shall be binding and enforceable against Buyer in accordance with their terms. 7.3 Investigation of Property. Buyer has been or will be permitted access to the Property and will have actually inspected the Property prior to Closing. Buyer's consummation of the Transaction is based upon such inspection and not on any representations or warranties of Seller outside of this Agreement. 7.4 No Oral Representations. Buyer hereby acknowledges that neither Seller nor any person acting on behalf of Seller has made any representation, warranty, guaranty or promise concerning the Property, oral or written, outside of this Agreement. 8. Broker's Commission. Seller and Buyer warrant, each to the other, that they have not dealt with any broker, realtor or finder in connection with the Transaction. 9. Risk of Loss. The risk of loss shall be upon Seller until Closing. In the event of any material loss or damage to or condemnation of the Property prior to Closing, Buyer may terminate this Agreement. If Buyer waives any material loss or damage to or condemnation of the Property and proceeds to consummate this Transaction, or in the event of an immaterial loss,damage or condemnation, Seller shall, at Closing and as a condition precedent to Closing, pay to Buyer the amount of any insurance or condemnation proceeds attributable to the Property which have been received by Seller and assign to Buyer as of Closing all rights or claims to proceeds payable thereafter. 10. Remedies. 10.1 If Seller fails to perform any of Seller's obligations under this Agreement and that failure continues for five (5) days after Seller's receipt of written notice from Buyer, Buyer may, as Buyer's sole remedy for Seller's failure,either: (i)terminate this Agreement in accordance with Section 11,or(ii)bring an action for specific performance of this Agreement. 10.2 If Buyer fails to perform any of Buyer's obligations under this Agreement and that failure Real Estate Purchase Agreement Page 5 continues for five (5) days after Buyer's receipt of written notice from Seller, Seller may, as Seller's sole remedy for Buyer's failure,either: (i)terminate this Agreement in accordance with Section 11,or(ii)bring an action for specific performance of this Agreement. 11. Termination. If Buyer or Seller elects to terminate this Agreement as provided under this Agreement,the terminating party shall give written notice of the termination to the other Party and Escrow Agent. Upon termination by a Party as provided in this Agreement, Escrow Agent shall return all documents deposited in the Escrow to the Seller. Upon delivery of such documents, this Agreement and the Escrow shall be deemed terminated, and except as provided in this Agreement neither Party shall have any further liability or obligation under this Agreement. 12. Attorneys' Fees. If there is any litigation or other action taken by a Party to enforce or interpret any provisions of or rights arising under this Agreement, the defaulting Party shall pay to the other Party all costs and expenses, including but not limited to reasonable attorneys' fees and costs, which the other Party may incur in enforcing this Agreement or in pursuing any remedy allowed by law, whether such is incurred by the filing of suit or otherwise. 13. Escrow Cancellation Charges. If the Escrow fails to close because of Buyer's default, Buyer shall be liable for any escrow and title commitment cancellation charges by Escrow Agent. If the Escrow fails to close because of Seller's default, Seller shall be liable for any such cancellation charges by Escrow Agent. If the Escrow fails to close through no fault of either Seller or Buyer, any such cancellation charges by Escrow Agent shall be divided equally between Seller and Buyer. 14. Additional Acts. The parties agree to execute promptly all other documents and perform all other acts as may be reasonably necessary to carry out the purpose and intent of this Agreement. 15. Business Days.If this Agreement requires any act to be done or action to be taken on a date which is not a Business Day,that act or action will be deemed to have been validly done or taken if done or taken on the next succeeding Business Day. 16. Waiver.The waiver by any Party to this Agreement of any right granted to it under this Agreement is not a waiver of any other right granted under this Agreement, nor may any waiver be deemed to be a waiver of a subsequent right obtained by reason of the continuation of any matter previously waived. 17. Survival. All of the covenants, agreements, representations and warranties set forth in this Agreement shall survive Closing, and shall not merge into any deed or other instrument executed or delivered under this Agreement. 18. Counterparts/Facsimile. This Agreement may be executed in counterparts, each of which is deemed an original but all of which constitute one and the same instrument. The signature pages may be detached from each counterpart and combined into one instrument. This Agreement may be signed and delivered by facsimile which shall be effective as an original. 19. Successors and Assigns. This Agreement is binding upon and inures to the benefit of the Parties to this Agreement and their respective successors and assigns. Real Estate Purchase Agreement Page 6 20. Entire Agreement. This Agreement sets forth the entire understanding of the Parties with respect to the matters set forth in this Agreement as of the Effective Date; it supersedes all prior oral or written agreements of the Parties as to the matters set forth in this Agreement; and it cannot be altered or amended except by an instrument in writing, signed by Buyer and Seller. 21. Construction. This Agreement is the result of negotiations between the Parties, neither of whom has acted under any duress or compulsion, whether legal, economic or otherwise. Accordingly, the terms and provisions of this Agreement must be construed in accordance with their usual and customary meanings. Seller and Buyer hereby waive the application of any rule of law which otherwise would be applicable in connection with the construction of this Agreement that ambiguous or conflicting terms or provisions should be construed against the Party who (or whose attorney) prepared the executed Agreement or any earlier draft of this Agreement. 22. Headings. The headings in this Agreement are for reference only and do not limit or define the meaning of any provision of this Agreement. 23. No Third-Party Beneficiary. No term or provision of this Agreement is intended to be, nor may any term or provision be construed to be, for the benefit of any person, firm, corporation or other entity not a party to this Agreement (including, without limitation, any broker), and no other person, firm, corporation or entity has any right or cause of action under this Agreement. 24. Severability.If any provision of this Agreement or any portion of any provision of this Agreement is determined to be invalid, illegal or unenforceable, the invalidity, illegality or unenforceability may not alter the remaining portion of such provision, or any other provision of this Agreement, as each provision of this Agreement is deemed severable from all other provisions of this Agreement. 25. Timely Performance. Time is of the essence in the performance of this Agreement. 26. Governing Law. This Agreement is governed by, and construed and enforced in accordance with, the laws of the State of Idaho. Venue shall be Ada County, Idaho. <END OF TEXT—SIGNATURES ON FOLLOWNG PAGE> Real Estate Purchase Agreement Page 7 I I IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date first written above . BUYER : City of Meridian be on , Mayor 1 ` 23 .2 � Att : Cl i Inson, City Cleric o�QO"T E D A (jG& SELLER: 0 up „r w Joint School District No . 2 dba West Ada School District vV IDIgN� n n Q SEAL X� ByVJonathan Gillen, Chief Financial Officer o TREAs��`� I i i s f i I Real Estate Purchase Agreement Page 8 N ANFIE _a cD cD.`D. d FAIRGLEN N COOPER WE ti Q Q 3 Q • N C OPER LN �N a a o N BLAIRMORElMkY CR n Q Q � - � coo 0 f 3 R o v o n ao v Q .,.. `v •�; .. m N BUCKSTONE 3 coo • __ 'v N aN0 • R / 3 0 m • CANYON AVE 0 3 o NA _ N VENABLE AVE mm3 n o° o• N RHODES AVE (D0 o ` ° pA � 3 0 0 r o , D N FRANDON AVE NQ � C o Ln o n aQ 41 T vp if m D T �� o Z e o N GREENWICH N�3aD N -< m a A 7\ o n , AvM� m o NSTANFORD a - -----------7-- iF \� � a Q N ELSINORE WAY N BARRON WAY Z h LA ld NOl� - N-MERIDIAN-RD nm N LEZANA F N LEZANA n AV v A E 3 0 X A i -1Ln ;�omm #�*}i x M t#+r�� First Arn rr ar7 ?ldcf " Owner's Policy of Title Insurance Idaho-2021 v.01.00(07-01-2021) Transaction Identification Data,for which the Company assumes no liability as set forth in Condition 9.d.: Issuing Agent: First American Title Insurance Company Issuing Office: 2150 S Bonito Way, Ste 100, Meridian, ID 83642 Issuing Office's ALTA@ Registry ID: Issuing Office File Number: 4125-4142705 Property Address: N. Venable Ave (Lot 11, B 25, Cedar Springs Sub No. 3), Meridian, ID 83646 SCHEDULE A Name and Address of Title Insurance Company: First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707 Policy Number: 4142705 Amount of Insurance: $4,261,875.00 Premium: $9,579.00 Date of Policy: May 9, 2024 at 8:06 A.M. 1. The Insured is: City of Meridian 2. The estate or interest in the Land insured by this policy is: Fee Simple 3. The Title is vested in: City of Meridian, an Idaho municipal corporation 4. The Land is described as follows: See Exhibit A attached hereto and made a part hereof *Copyright 2024 First American Financial Corporation.All rights reserved. All information,data,and material created or compiled by or on behalf of First American Financial Corporation is restricted and may not be copied or used for derivative products/services without the prior express written permission of First American Financial Corporation. **Copyright 2021 American Land Title Association.All rights reserved. The use of this Form (or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50122816(5-18-22) Page 1 of 16 R t i r First Arn rr ar7 rM Owner's Policy of Title Insurance Idaho-2021 v.01.00(07-01-2021) SCHEDULE B Policy Number: 4142705 EXCEPTIONS FROM COVERAGE Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This policy treats any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document are excepted from coverage. This policy does not insure against loss or damage and the Company will not pay costs, attorneys'fees, or expenses resulting from the terms and conditions of any lease or easement identified in Schedule A, and the following matters: 1. Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records. 2. Any facts, rights, interest, or claims which are not shown by the Public Records but that could be ascertained by an inspection of the Land or by making inquiry of persons in possession thereof. 3. Easements, claims of easement or encumbrances that are not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title including discrepancies, conflicts in boundary lines, shortage in area, or any other facts that would be disclosed by an accurate and complete land survey of the Land, and that are not shown in the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material, unless such lien is shown by the Public Records at Date of Policy. 7. General and Special Taxes for the year 2024, an accruing lien not due or payable until the fourth Monday in November 2024 when the bills are issued, the first half of which is not delinquent until after December 20, 2024. 8. General taxes which may be assessed and extended on any "subsequent" or "occupancy" tax roll, which may escape assessment of the regular tax roll; which are a lien not yet due or payable. 9. Any tax, fee, assessments or charges as may be levied by City of Meridian, none due and payable. *Copyright 2024 First American Financial Corporation.All rights reserved. All information,data,and material created or compiled by or on behalf of First American Financial Corporation is restricted and may not be copied or used for derivative products/services without the prior express written permission of First American Financial Corporation. **Copyright 2021 American Land Title Association.All rights reserved. The use of this Form (or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50122816(5-18-22) Page 2 of 16 R t i r First Arn rr ar7 rM Owner's Policy of Title Insurance Idaho-2021 v.01.00(07-01-2021) 10. Any tax, fee, assessments or charges as may be levied by Nampa Meridian Irrigation District, none due and payable. 11. Any tax, fee, assessments or charges as may be levied by Settlers Irrigation District, none due and payable. 12. Right of way White Drain and Coleman Lateral. 13. Any and all offers of dedication, conditions, restrictions, easements, boundary discrepancies or encroachments, notes and/or provisions shown or disclosed by the filed or recorded map referred to in the legal description. 14. Development Agreement and the terms and conditions thereof: Between: City of Meridian And: Howell-Murdoch Development Corporation Recording Information: 102067381 Modification and/or amendment by instrument: Recording Information: 105058639 and 106052778 15. Construction Contract for Pressurized Urban Irrigation System in Cedar Springs Subdivision No. 1 Agreement and the terms and conditions thereof: Between: Howell-Murdoch Development Corporation And: Nampa & Meridian Irrigation District Recording Information: 102119513 Modification and/or amendment by instrument: Recording Information: 103132413 16. Covenants, conditions, restrictions and/or easements; but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, family status, or national origin to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes: Recording Information: 103003276 Modification and/or amendment by instrument: Recording Information: 104036527 17. Reservation of Easement set forth in Corporation Warranty Deed recorded June 28, 2004 as Instrument No. 104081844, records of Ada County, Idaho. *Copyright 2024 First American Financial Corporation.All rights reserved. All information,data,and material created or compiled by or on behalf of First American Financial Corporation is restricted and may not be copied or used for derivative products/services without the prior express written permission of First American Financial Corporation. **Copyright 2021 American Land Title Association.All rights reserved. The use of this Form (or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50122816(5-18-22) Page 3 of 16 #�*}i x M t#+r�� First Arn rr ar7 ?ldcf " Owner's Policy of Title Insurance Idaho-2021 v.01.00(07-01-2021) 18. Access and Parking Easement Agreement and the terms and conditions thereof: Between: Joint School District No. 2 And: City of Meridian Recording Information: 112096134 *Copyright 2024 First American Financial Corporation.All rights reserved. All information,data,and material created or compiled by or on behalf of First American Financial Corporation is restricted and may not be copied or used for derivative products/services without the prior express written permission of First American Financial Corporation. **Copyright 2021 American Land Title Association.All rights reserved. The use of this Form (or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50122816(5-18-22) Page 4 of 16 #�*}i x M t#+r�� First Arn rr ar7 ?ldcf " Owner's Policy of Title Insurance Idaho-2021 v.01.00(07-01-2021) EXHIBIT A The Land referred to herein below is situated in the County of Ada, State of Idaho, and is described as follows: Lot 11 in Block 25 of CEDAR SPRINGS SUBDIVISION NO. 3, according to the official plat thereof, filed in Book 88 of Plats at Pages 10198, 10199, 10200, and 10201, and amended by Affidavit recorded November 23, 2007 as Instrument No. 107156693, Records of Ada County, Idaho. APN: R1333190940 *Copyright 2024 First American Financial Corporation.All rights reserved. All information,data,and material created or compiled by or on behalf of First American Financial Corporation is restricted and may not be copied or used for derivative products/services without the prior express written permission of First American Financial Corporation. **Copyright 2021 American Land Title Association.All rights reserved. The use of this Form (or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50122816(5-18-22) Page 5 of 16 R t i r First Arn rr ar7 rM Owner's Policy of Title Insurance Idaho-2021 v.01.00(07-01-2021) ALTA OWNER'S POLICY OF TITLE INSURANCE issued by FIRST AMERICAN TITLE INSURANCE COMPANY This policy, when issued by the Company with a Policy Number and the Date of Policy, is valid even if this policy or any endorsement to this policy is issued electronically or lacks any signature. Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Condition 17. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the"Company"), insures as of the Date of Policy and, to the extent stated in Covered Risks 9 and 10, after the Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. The Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. Covered Risk 2 includes, but is not limited to, insurance against loss from: a. a defect in the Title caused by: i. forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; ii. the failure of a person or Entity to have authorized a transfer or conveyance; iii. a document affecting the Title not properly authorized, created, executed, witnessed, sealed, acknowledged, notarized (including by remote online notarization), or delivered; iv. a failure to perform those acts necessary to create a document by electronic means authorized by law; V. a document executed under a falsified, expired, or otherwise invalid power of attorney; vi. a document not properly filed, recorded, or indexed in the Public Records, including the failure to have performed those acts by electronic means authorized by law; vii. a defective judicial or administrative proceeding; or viii. the repudiation of an electronic signature by a person that executed a document because the electronic signature on the document was not valid under applicable electronic transactions law. b. the lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. C. the effect on the Title of an encumbrance, violation, variation, adverse circumstance, boundary line overlap, or encroachment (including an encroachment of an improvement across the boundary lines of the Land), but only if the encumbrance, violation, variation, adverse circumstance, boundary line overlap, or encroachment would have been *Copyright 2024 First American Financial Corporation.All rights reserved. All information,data,and material created or compiled by or on behalf of First American Financial Corporation is restricted and may not be copied or used for derivative products/services without the prior express written permission of First American Financial Corporation. **Copyright 2021 American Land Title Association.All rights reserved. The use of this Form (or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50122816(5-18-22) Page 6 of 16 R t i r First Arn rr ar7 rM Owner's Policy of Title Insurance Idaho-2021 v.01.00(07-01-2021) disclosed by an accurate and complete land title survey of the Land. 3. Unmarketable Title. 4. No right of access to and from the Land. S. A violation or enforcement of a law, ordinance, permit, or governmental regulation (including those relating to building and zoning), but only to the extent of the violation or enforcement described by the enforcing governmental authority in an Enforcement Notice that identifies a restriction, regulation, or prohibition relating to: a. the occupancy, use, or enjoyment of the Land; b. the character, dimensions, or location of an improvement on the Land; C. the subdivision of the Land; or d. environmental remediation or protection on the Land. 6. An enforcement of a governmental forfeiture, police, regulatory, or national security power, but only to the extent of the enforcement described by the enforcing governmental authority in an Enforcement Notice. 7. An exercise of the power of eminent domain, but only to the extent: a. of the exercise described in an Enforcement Notice; or b. the taking occurred and is binding on a purchaser for value without Knowledge. 8. An enforcement of a PACA-PSA Trust, but only to the extent of the enforcement described in an Enforcement Notice. 9. The Title being vested other than as stated in Schedule A, the Title being defective, or the effect of a court order providing an alternative remedy: a. resulting from the avoidance, in whole or in part, of any transfer of all or any part of the Title to the Land or any interest in the Land occurring prior to the transaction vesting the Title because that prior transfer constituted a: i. fraudulent conveyance, fraudulent transfer, or preferential transfer under federal bankruptcy, state insolvency, or similar state or federal creditors' rights law; or ii. voidable transfer under the Uniform Voidable Transactions Act; or b. because the instrument vesting the Title constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar state or federal creditors' rights law by reason of the failure: i. to timely record the instrument vesting the Title in the Public Records after execution and delivery of the instrument to the Insured; or ii. of the recording of the instrument vesting the Title in the Public Records to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to the Date of Policy and prior to the recording of the deed or other instrument vesting the Title in the Public Records. *Copyright 2024 First American Financial Corporation.All rights reserved. All information,data,and material created or compiled by or on behalf of First American Financial Corporation is restricted and may not be copied or used for derivative products/services without the prior express written permission of First American Financial Corporation. **Copyright 2021 American Land Title Association.All rights reserved. The use of this Form (or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50122816(5-18-22) Page 7 of 16 #�*}i x M t#+r�� firstArnerican ?ltkm Owner's Policy of Title Insurance ^r' Idaho-2021 v.01.00(07-01-2021) DEFENSE OF COVERED CLAIMS The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this policy, but only to the extent provided in the Conditions. FIRST AMERICAN TITLE INSURANCE COMPANY By: By: Kenneth D. DeGiorgio, President Lisa W. Cornehl, Secretary *Copyright 2024 First American Financial Corporation.All rights reserved. All information,data,and material created or compiled by or on behalf of First American Financial Corporation is restricted and may not be copied or used for derivative products/services without the prior express written permission of First American Financial Corporation. **Copyright 2021 American Land Title Association.All rights reserved. The use of this Form (or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50122816(5-18-22) Page 8 of 16 R t i r First Arn rr ar7 rM Owner's Policy of Title Insurance Idaho-2021 v.01.00(07-01-2021) EXCLUSIONS FROM COVERAGE The following matters are excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys'fees, or expenses that arise by reason of: 1. a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or relates to: i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or iv. environmental remediation or protection. b. any governmental forfeiture, police, regulatory, or national security power. C. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b. Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6. 2. Any power of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 7. 3. Any defect, lien, encumbrance, adverse claim, or other matter: a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at the Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; C. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 9 or 10); or e. resulting in loss or damage that would not have been sustained if consideration sufficient to qualify the Insured named in Schedule A as a bona fide purchaser had been given for the Title at the Date of Policy. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law, that the transaction vesting the Title as shown in Schedule A is a: a. fraudulent conveyance or fraudulent transfer; b. voidable transfer under the Uniform Voidable Transactions Act; or C. preferential transfer: i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or ii. for any other reason not stated in Covered Risk 9.b. S. Any claim of a PACA-PSA Trust. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 8. 6. Any lien on the Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 6 does not modify or limit the coverage provided under Covered Risk 2.b. 7. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land. *Copyright 2024 First American Financial Corporation.All rights reserved. All information,data,and material created or compiled by or on behalf of First American Financial Corporation is restricted and may not be copied or used for derivative products/services without the prior express written permission of First American Financial Corporation. **Copyright 2021 American Land Title Association.All rights reserved. The use of this Form (or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50122816(5-18-22) Page 9 of 16 R t i r First Arn ri aR rM Owner's Policy of Title Insurance Idaho-2021 v.01.00(07-01-2021) CONDITIONS 1. DEFINITION OF TERMS In this policy, the following terms have the meanings given to them below. Any defined term includes both the singular and the plural, as the context requires: a. "Affiliate": An Entity: i. that is wholly owned by the Insured; ii. that wholly owns the Insured; or iii. if that Entity and the Insured are both wholly owned by the same person or entity. b. 'Amount of Insurance": The Amount of Insurance stated in Schedule A, as may be increased by Condition 8.d. or decreased by Condition 10 or 11; or increased or decreased by endorsements to this policy. C. "Date of Policy": The Date of Policy stated in Schedule A. d. "Discriminatory Covenant": Any covenant, condition, restriction, or limitation that is unenforceable under applicable law because it illegally discriminates against a class of individuals based on personal characteristics such as race, color, religion, sex, sexual orientation, gender identity, familial status, disability, national origin, or other legally protected class. e. 'Enforcement Notice": A document recorded in the Public Records that describes any part of the Land and: i. is issued by a governmental agency that identifies a violation or enforcement of a law, ordinance, permit, or governmental regulation; ii. is issued by a holder of the power of eminent domain or a governmental agency that identifies the exercise of a governmental power; or iii. asserts a right to enforce a PACA PSA Trust. f. 'Entity": A corporation, partnership, trust, limited liability company, or other entity authorized by law to own title to real property in the State where the Land is located. g. "Insured": i. (a). The Insured named in Item 1 of Schedule A; (b). the successor to the Title of an Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (c). the successor to the Title of an Insured resulting from dissolution, merger, consolidation, distribution, or reorganization; (d). the successor to the Title of an Insured resulting from its conversion to another kind of Entity; or (e). the grantee of an Insured under a deed or other instrument transferring the Title, if the grantee is: (1). an Affiliate; (2). a trustee or beneficiary of a trust created by a written instrument established for estate planning purposes by an Insured; (3). a spouse who receives the Title because of a dissolution of marriage; (4). a transferee by a transfer effective on the death of an Insured as authorized by law; or (5). another Insured named in Item 1 of Schedule A. ii. The Company reserves all rights and defenses as to any successor or grantee that the Company would have had against any predecessor Insured. h. 'Insured Claimant": An Insured claiming loss or damage arising under this policy. i. 'Knowledge" or"Known": Actual knowledge or actual notice, but not constructive notice imparted by the Public Records. j. 'Land": The land described in Item 4 of Schedule A and improvements located on that land at the Date of Policy that by State law constitute real property. The term "Land" does not include any property beyond that described in Schedule A, nor any right, title, interest, estate, or easement in any abutting street, road, avenue, alley, lane, right-of-way, body of water, or waterway, but does *Copyright 2024 First American Financial Corporation.All rights reserved. All information,data,and material created or compiled by or on behalf of First American Financial Corporation is restricted and may not be copied or used for derivative products/services without the prior express written permission of First American Financial Corporation. **Copyright 2021 American Land Title Association.All rights reserved. The use of this Form (or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50122816(5-18-22) Page 10 of 16 R t i r First Arn ri aR rM Owner's Policy of Title Insurance Idaho-2021 v.01.00(07-01-2021) not modify or limit the extent that a right of access to and from the Land is insured by this policy. k. "Mortgage": A mortgage, deed of trust, trust deed, security deed, or other real property security instrument, including one evidenced by electronic means authorized by law. I. "PACA-PSA Trust": A trust under the federal Perishable Agricultural Commodities Act or the federal Packers and Stockyards Act or a similar State or federal law. M. 'Public Records": The recording or filing system established under State statutes in effect at the Date of Policy under which a document must be recorded or filed to impart constructive notice of matters relating to the Title to a purchaser for value without Knowledge. The term "Public Records" does not include any other recording or filing system, including any pertaining to environmental remediation or protection, planning, permitting, zoning, licensing, building, health, public safety, or national security matters. n. 'State": The state or commonwealth of the United States within whose exterior boundaries the Land is located. The term "State" also includes the District of Columbia, the Commonwealth of Puerto Rico,the U.S. Virgin Islands, and Guam. o. "Title": The estate or interest in the Land identified in Item 2 of Schedule A. P. "Unmarketable Title": The Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or a lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF COVERAGE This policy continues as of the Date of Policy in favor of an Insured, so long as the Insured: a. retains an estate or interest in the Land; b. owns an obligation secured by a purchase money Mortgage given by a purchaser from the Insured; or C. has liability for warranties given by the Insured in any transfer or conveyance of the Insured's Title. Except as provided in Condition 2, this policy terminates and ceases to have any further force or effect after the Insured conveys the Title. This policy does not continue in force or effect in favor of any person or entity that is not the Insured and acquires the Title or an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured must notify the Company promptly in writing if the Insured has Knowledge of: a. any litigation or other matter for which the Company may be liable under this policy; or b. any rejection of the Title as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under this policy is reduced to the extent of the prejudice. 4. PROOF OF LOSS The Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, adverse claim, or other matter insured against by this policy that constitutes the basis of loss or damage and must state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS a. Upon written request by the Insured and subject to the options contained in Condition 7, the Company, at its own cost and without unreasonable delay, will provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company has the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those covered causes of action. The Company is not liable for and will not pay the fees of any other counsel. The *Copyright 2024 First American Financial Corporation.All rights reserved. All information,data,and material created or compiled by or on behalf of First American Financial Corporation is restricted and may not be copied or used for derivative products/services without the prior express written permission of First American Financial Corporation. **Copyright 2021 American Land Title Association.All rights reserved. The use of this Form (or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50122816(5-18-22) Page 11 of 16 R t i r First Arn ri aR rM Owner's Policy of Title Insurance Idaho-2021 v.01.00(07-01-2021) Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of any cause of action that alleges matters not insured against by this policy. b. The Company has the right, in addition to the options contained in Condition 7, at its own cost, to institute and prosecute any action or proceeding or to do any other act that, in its opinion, may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it is liable to the Insured. The Company's exercise of these rights is not an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under Condition 5.b., it must do so diligently. C. When the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court having jurisdiction. The Company reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE a. When this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured will secure to the Company the right to prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. When requested by the Company, the Insured, at the Company's expense, must give the Company all reasonable aid in: i. securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement; and ii. any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter, as insured. If the Company is prejudiced by any failure of the Insured to furnish the required cooperation, the Company's liability and obligations to the Insured under this policy terminate, including any obligation to defend, prosecute, or continue any litigation, regarding the matter requiring such cooperation. b. The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos, whether bearing a date before or after the Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant must grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all the records in the custody or control of a third party that reasonably pertain to the loss or damage. No information designated in writing as confidential by the Insured Claimant provided to the Company pursuant to Condition 6 will be later disclosed to others unless, in the reasonable judgment of the Company, disclosure is necessary in the administration of the claim or required by law. Any failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in Condition 6.b., unless prohibited by law, terminates any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company has the following additional options: a. To Pay or Tender Payment of the Amount of Insurance To pay or tender payment of the Amount of Insurance under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option provided for in Condition 7.a., the Company's *Copyright 2024 First American Financial Corporation.All rights reserved. All information,data,and material created or compiled by or on behalf of First American Financial Corporation is restricted and may not be copied or used for derivative products/services without the prior express written permission of First American Financial Corporation. **Copyright 2021 American Land Title Association.All rights reserved. The use of this Form (or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50122816(5-18-22) Page 12 of 16 R t i r First Arn ri aR rM Owner's Policy of Title Insurance Idaho-2021 v.01.00(07-01-2021) liability and obligations to the Insured under this policy terminate, including any obligation to defend, prosecute, or continue any litigation. b. To Pay or Otherwise Settle with Parties other than the Insured or with the Insured Claimant i. To pay or otherwise settle with parties other than the Insured for or in the name of the Insured Claimant. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or ii. To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either option provided for in Condition 7.b., the Company's liability and obligations to the Insured under this policy for the claimed loss or damage terminate, including any obligation to defend, prosecute, or continue any litigation. S. CONTRACT OF INDEMNITY; DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by an Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. This policy is not an abstract of the Title, report of the condition of the Title, legal opinion, opinion of the Title, or other representation of the status of the Title. All claims asserted under this policy are based in contract and are restricted to the terms and provisions of this policy. The Company is not liable for any claim alleging negligence or negligent misrepresentation arising from or in connection with this policy or the determination of the insurability of the Title. a. The extent of liability of the Company for loss or damage under this policy does not exceed the lesser of: i. the Amount of Insurance; or ii. the difference between the fair market value of the Title, as insured, and the fair market value of the Title subject to the matter insured against by this policy. b. Except as provided in Condition 8.c. or 8.d., the fair market value of the Title in Condition 8.a.ii. is calculated using the date the Insured discovers the defect, lien, encumbrance, adverse claim, or other matter insured against by this policy. C. If, at the Date of Policy, the Title to all of the Land is void by reason of a matter insured against by this policy, then the Insured Claimant may, by written notice given to the Company, elect to use the Date of Policy as the date for calculating the fair market value of the Title in Condition 8.a.ii. d. If the Company pursues its rights under Condition 5.b. and is unsuccessful in establishing the Title, as insured: i. the Amount of Insurance will be increased by 15%; and ii. the Insured Claimant may, by written notice given to the Company, elect, as an alternative to the dates set forth in Condition 8.b. or, if it applies, 8.c., to use either the date the settlement, action, proceeding, or other act described in Condition 5.b. is concluded or the date the notice of claim required by Condition 3 is received by the Company as the date for calculating the fair market value of the Title in Condition 8.a.ii. e. In addition to the extent of liability for loss or damage under Conditions 8.a. and 8.d., the Company will also pay the costs, attorneys' fees, and expenses incurred in accordance with Conditions 5 and 7. 9. LIMITATION OF LIABILITY a. The Company fully performs its obligations and is not liable for any loss or damage caused to the Insured if the Company accomplishes any of the following in a reasonable manner: i. removes the alleged defect, lien, encumbrance, adverse claim, or other matter; ii. cures the lack of a right of access to and from the Land; or iii. cures the claim of Unmarketable Title, all as insured. The Company may do so by any method, including litigation and the completion of *Copyright 2024 First American Financial Corporation.All rights reserved. All information,data,and material created or compiled by or on behalf of First American Financial Corporation is restricted and may not be copied or used for derivative products/services without the prior express written permission of First American Financial Corporation. **Copyright 2021 American Land Title Association.All rights reserved. The use of this Form (or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50122816(5-18-22) Page 13 of 16 R t First Arn ri aR rM Owner's Policy of Title Insurance Idaho-2021 v.01.00(07-01-2021) any appeals. b. The Company is not liable for loss or damage arising out of any litigation, including litigation by the Company or with the Company's consent, until a State or federal court having jurisdiction makes a final, non-appealable determination adverse to the Title. C. The Company is not liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. d. The Company is not liable for the content of the Transaction Identification Data, if any. 10. REDUCTION OR TERMINATION OF INSURANCE All payments under this policy, except payments made for costs, attorneys'fees, and expenses, reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance will be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after the Date of Policy and which is a charge or lien on the Title, and the amount so paid will be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage are determined in accordance with the Conditions, the Company will pay the loss or damage within 30 days. 13. COMPANY'S RECOVERY AND SUBROGATION RIGHTS UPON SETTLEMENT AND PAYMENT a. If the Company settles and pays a claim under this policy, it is subrogated and entitled to the rights and remedies of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person, entity, or property to the fullest extent permitted by law, but limited to the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant must execute documents to transfer these rights and remedies to the Company. The Insured Claimant permits the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. b. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company defers the exercise of its subrogation right until after the Insured Claimant fully recovers its loss. C. The Company's subrogation right includes the Insured's rights to indemnity, guaranty, warranty, insurance policy, or bond, despite any provision in those instruments that addresses recovery or subrogation rights. 14. POLICY ENTIRE CONTRACT a. This policy together with all endorsements, if any, issued by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy will be construed as a whole. This policy and any endorsement to this policy may be evidenced by electronic means authorized by law. b. Any amendment of this policy must be by a written endorsement issued by the Company. To the extent any term or provision of an endorsement is inconsistent with any term or provision of this policy, the term or provision of the endorsement controls. Unless the endorsement expressly states, it does not: i. modify any prior endorsement, ii. extend the Date of Policy, iii. insure against loss or damage exceeding the Amount of Insurance, or iv. increase the Amount of Insurance. 15. SEVERABILITY *Copyright 2024 First American Financial Corporation.All rights reserved. All information,data,and material created or compiled by or on behalf of First American Financial Corporation is restricted and may not be copied or used for derivative products/services without the prior express written permission of First American Financial Corporation. **Copyright 2021 American Land Title Association.All rights reserved. The use of this Form (or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50122816(5-18-22) Page 14 of 16 R t i r First Arn ricaR rM Owner's Policy of Title Insurance Idaho-2021 v.01.00(07-01-2021) In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, this policy will be deemed not to include that provision or the part held to be invalid, but all other provisions will remain in full force and effect. 16. CHOICE OF LAW AND CHOICE OF FORUM a. Choice of Law The Company has underwritten the risks covered by this policy and determined the premium charged in reliance upon the State law affecting interests in real property and the State law applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the State where the Land is located. The State law of the State where the Land is located, or to the extent it controls, federal law, will determine the validity of claims against the Title and the interpretation and enforcement of the terms of this policy, without regard to conflicts of law principles to determine the applicable law. b. Choice of Forum Any litigation or other proceeding brought by the Insured against the Company must be filed only in a State or federal court having jurisdiction. 17. NOTICES Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at: First American Title Insurance Company, Attn: Claims National Intake Center, 5 First American Way, Santa Ana, California 92707. Phone: 888-632- 1642(claims.nic@firstam.com). 18. CLASS ACTION ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THIS POLICY, INCLUDING ANY SERVICE OR OTHER MATTER IN CONNECTION WITH ISSUING THIS POLICY, ANY BREACH OF A POLICY PROVISION, OR ANY OTHER CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THE TRANSACTION GIVING RISE TO THIS POLICY, MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY. NO PARTY MAY SERVE AS PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. 19. ARBITRATION a. All claims and disputes arising out of or relating to this policy, including any service or other matter in connection with issuing this policy, any breach of a policy provision, or any other claim or dispute arising out of or relating to the transaction giving rise to this policy, may be resolved by arbitration. If the Amount of Insurance is $2,000,000 or less, any claim or dispute may be submitted to binding arbitration at the election of either the Company or the Insured. If the Amount of Insurance is greater than $2,000,000, any claim or dispute may be submitted to binding arbitration only when agreed to by both the Company and the Insured. Arbitration must be conducted pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("ALTA Rules'. The ALTA Rules are available online at www.alta.org/arbitration. The ALTA Rules incorporate, as appropriate to a particular dispute, the Consumer Arbitration Rules and Commercial Arbitration Rules of the American Arbitration Association ("AAA Rules"). The AAA Rules are available online at www.adr.org. b. ALL CLAIMS AND DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY. NO PARTY MAY SERVE AS PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING IN ANY ARBITRATION GOVERNED BY CONDITION 19. The arbitrator does not have authority to conduct any class action arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstance. C. If there is a final judicial determination that a request for particular relief cannot be arbitrated in accordance with this Condition 19, then only that request for particular relief may be brought in court.All other requests for relief remain subject to this Condition 19. d. The Company will pay all AAA filing, administration, and arbitrator fees of the consumer when the *Copyright 2024 First American Financial Corporation.All rights reserved. All information,data,and material created or compiled by or on behalf of First American Financial Corporation is restricted and may not be copied or used for derivative products/services without the prior express written permission of First American Financial Corporation. **Copyright 2021 American Land Title Association.All rights reserved. The use of this Form (or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50122816(5-18-22) Page 15 of 16 #�*}i x M t#+r�� First Arn ri aR ?ldcf " Owner's Policy of Title Insurance Idaho-2021 v.01.00(07-01-2021) arbitration seeks relief of $100,000 or less. Other fees will be allocated in accordance with the applicable AAA Rules. The results of arbitration will be binding upon the parties. The arbitrator may consider, but is not bound by, rulings in prior arbitrations involving different parties. The arbitrator is bound by rulings in prior arbitrations involving the same parties to the extent required by law. The arbitrator must issue a written decision sufficient to explain the findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any State or federal court having jurisdiction. *Copyright 2024 First American Financial Corporation.All rights reserved. All information,data,and material created or compiled by or on behalf of First American Financial Corporation is restricted and may not be copied or used for derivative products/services without the prior express written permission of First American Financial Corporation. **Copyright 2021 American Land Title Association.All rights reserved. The use of this Form (or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50122816(5-18-22) Page 16 of 16 ADA COUNTY RECORDER Trent Tripple 2024-028546 BOISE IDAHO Pgs=1 MATT BUNK 05/29/2024 08:21 AM CITY OF MERIDIAN, IDAHO NO FEE FULL RELEASE OF EASEMENT TYPE OF EASEMENT BEING RELEASED: Access and Parkin4 GRANTEE: CITY OF MERIDIAN GRANTOR: Joint School District No. 2 INCLUDING SUCCESSORS AND ASSIGNS WHEREAS, by easement dated August 21 , 2012 and recorded as Instrument Number 112096134 in the records of Ada County, State of Idaho, an easement of the type and nature set forth in the above-captioned title was granted to the City of Meridian, an Idaho Municipal Corporation, over and across the real property legally described therein. WHEREAS,the continuance of this easement is no longer necessary or desirable. NOW, THEREFORE, in consideration of the premises, the said City of Meridian does hereby vacate, relinquish,release and abandon the said rights and easements hereinabove referred to and described, with the intent that the same shall forthwith cease and be extinguished. IN WITNESS WHEREOF, THE CITY OF MERIDIAN has caused these presents to be executed by its proper officers thereunto duly authorized this 28th day of May 20 24 CITY OF MERIDIAN Robert E. Sim son, ayor 5-28-2024 gAIL0 ' Attest by Iris Joh r „N ity Clerk 5-28-2024 STATE OF IDAHO, ) : ss. County of Ada ) This record was acknowledged before me on 5-28-2024 (date) by Robert E. Simison and Chris Johnson on behalf of the City of Meridian, in their capacities as Mayor and City Clerk, respectively. (stamp) Na&YcW2�A Notary Signature 3-28-2028 CHARLENE WAY My Commission Expire : COMMISSION No. 67390 NOTARY PUBLIC STATE OF IDAHO Version 01/01/2020 ADA COUNTY RECORDER Trent Tripple 2024-029601 BOISE IDAHO Pgs=1 ANGIE STEELE 06/03/2024 12:14 PM When recorded,please return to: CITY OF MERIDIAN,IDAHO NO FEE City of Meridian 33 E Broadway Ave.,Ste.104 Meridian,Idaho 83642 FULL RELEASE FROM AMENDED DEVELOPMENT AGREEMENT This Full Release from Amended Development Agreement ("Release") is made by the City of Meridian ("City/Owner"), the legal owner of that certain real property located at Lot 11 in Block 25 of Cedar Springs Subdivision No. 3, according to the official plat thereof, filed in Book 88 of Plats at Pages 10198, 10199, 10200, and 10201, Records of Ada County, Idaho ("Property"). WHEREAS, the Property is subject to that certain Development Agreement (Instrument No. 102067381), First Addendum to Development Agreement (Instrument No. 105058639), and Second Addendum to Development Agreement (Instrument No. 106052778) (collectively "Amended Development Agreement"); and, WHEREAS, the City/Owner acquired the Property for park and recreation purposes; and, WHEREAS, the City Council of the City of Meridian has approved the release of the Property from the Amended Development Agreement; NOW, THEREFORE, the City of Meridian hereby declares and certifies that, as of the Effective Date set forth below, the Property shall no longer be subject to the Amended Development Agreement in any manner whatsoever. Effective Date: 28th day of May, 2024. CITY OF MERIDIAN Robert E. Si iso Mayor CNi i��tAN 1_ L(�� Attest by C is Joh ., .-,. � ity Clerk STATE OF IDAHO ) )ss. County of Ada ) This record was acknowledged before me on 5-28-2024 (date), by Robert E. Simison and Chris Johnson on behalf of the City of Meridian, in their capacities as Mayor and City Clerk, respectively. CHARLENE WAY Signature of Notary P li COMMISSION No. 67390 My Commission expires: 3-28-2028 NOTARY PUBLIC STATE OF IDAHO