HomeMy WebLinkAboutPZ - Contract of Sale CONTRACT OF SALE
Between
The Estate of Marvin L. Everett,
by and through the Personal Representative Francis R. Everett,
as Seller
and
Idaho State University,
by and through the State Board of Education,
as Buyer
TABLE OF CONTENTS
l. Purchase............................................................................................................................... 1
2. License for Entry.................................................................................................................. 1
3. Purchase Price and Method of Payment.............................................................................. 1
4. Delivery of Documents........................................................................................................2
5. Conditions Subsequent.........................................................................................................2
6. Closing.................................................................................................................................4
7. Section 1445 Affidavit......................................................................................................... 5
8. Costs..................................................................................................................................... 5
9. Brokerage............................................................................................................................. 5
10. Seller's Representations and Warranties ............................................................................. 5
11. Property Purchased "AS 1S"............................................................................................... 6
12. Condemnation......................................................................................................................6
13. Successors............................................................................................................................ 7
14. Counsel and Attorneys' Fees............................................................................................... 7
15. Default.................................................................................................................................. 7
16. Notices................................................................................................................................. 7
17. Assignment.......................................................................................................................... 9
18. Captions and Headings ........................................................................................................ 9
19. Entire Agreement................................................................................................................. 9
20. Construction......................................................................................................................... 9
21. Joint and Several Obligations.............................................................................................. 9
22. Counterparts......................................................................................................................... 8
23. Time Period Computation.................................................................................................... 9
24. Binding Contract.................................................................................................................. 9
25. Survival................................................................................................................................ 9
26. No Third-Party Beneficiary Rights.................................................................................... 10
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4847-0534-2343v1
CONTRACT OF SALE
THIS CONTRACT OF SALE ("Contract") is effective as of the date last set forth below
("Effective Date"), between THE ESTATE OF MARVIN L. EVERETT, by and through the
Personal Representative Francis R. Everett ("Seller"), and BOARD OF TRUSTEES and THE
STATE of IDAHO, by and through the State Board of Education ("Buyer").
1. Purchase. Seller shall sell, and Buyer shall purchase that certain real property
consisting of approximately 22.026 acres more or less, located at 785 South Locust Grove Road,
in the City of Meridian, County of Ada, State of Idaho. which is more particularly described on
Exhibit "A" attached hereto and made a part hereof, together with all buildings, improvements,
easements, rights and appurtenances thereto, whether or not recorded, including, without
limitation, all development rights, air rights, rights of lateral support, and water and water rights
used in connection with the real property, if any, (the "Subject Property"), but does not include
farm equipment, vehicles, furniture, or other tangible personal property located on or in Subject
Property all in accordance with the terms and conditions hereinafter set forth.
2. License for Entry. Seller understands that Buyer desires to acquire for future
development purposes the Subject Property, and Seller grants to Buyer a license to enter upon the
Subject Property during the "Due Diligence Period" as defined in Section 5, and any extension
thereof, for all purposes reasonably related to a full and adequate determination of the suitability
of the Subject Property for such purposes, including, without limitation, the right to conduct
surveys, soils tests, engineering studies, and environmental tests and audits and Buyer shall
promptly pay for all costs and charges for such work, studies and tests and prior to any lien being
filed against the Subject Property.
To the extent allowed by law, Buyer shall indemnify,defend and hold harmless Seller from
any and all liabilities, liens, claims, damages, expenses (including, without limitation, reasonable
attorneys' fees and reasonable attorneys' fees on any appeal),judgments, proceedings and causes
of action of any kind whatsoever(collectively, "Claims"), resulting from 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. Without limiting the foregoing, Buyer shall not be liable for any Claims
or diminution in value arising or resulting from (i) Buyer's discovery of any pre-existing condition
(including, without limitation, the existence of"Hazardous Substances" as defined in Section 5d)
in, on, under or about the Subject Property, or (ii) any exacerbation of a preexisting condition in,
on, under or about the Subject Property,except to the extent, if any, said exacerbation results from
the willful or negligent act or omission of Buyer, its agents, contractors or employees.
3. Purchase Price and Method of Payment. The total purchase price for the Subject
Property shall be the sum of three million five hundred and No/100 dollars ($3,500,000.00)
("Purchase Price").
(a) Within three (3) business days after the Effective Date, Buyer shall deliver
the sum of one hundred and fifty thousand and No/100 dollars ($150,000) to Pioneer Title
Company of Ada County, 8151 W. Rifleman Street, Boise, Idaho 83704, Attn: Mark Anderson
("Escrow Agent") as Buyer's refundable deposit ("Earnest Money Deposit"). The failure to
deposit the Earnest Money Deposit on a timely basis shall render this Contract void ab initio. The
CONTRACT OF SALE- 1
Escrow Agent shall invest the Earnest Money Deposit in an interest-bearing account at a federally-
insured bank or savings and loan approved by Seller and Buyer. Buyer shall provide its taxpayer
identification number to the Escrow Agent contemporaneously with its deposit of the Earnest
Money Deposit.
(b) Upon closing, the Earnest Money Deposit, together with all interest earned
on the Earnest Money Deposit shall be applicable to and credited to Buyer towards the Purchase
Price. All of the Earnest Money Deposit,together with all accrued interest, shall be credited to and
considered as payment of part of the Purchase Price at the time and upon consummation of the
closing of this transaction. The Earnest Money Deposit and all accrued interest shall be returned
to Buyer if this Contract is terminated upon Buyer's election to terminate same due to the failure
of the conditions set forth in Section 5 below prior to the expiration of the Due Diligence Period
as defined herein. In the event Buyer defaults under this Contract following its satisfaction and/or
waiver of its conditions and expiration of the Due Diligence Period and any extension thereof, the
Earnest Money Deposit and all accrued interest shall be remitted to Seller as liquidated damages
and as Seller's sole and exclusive remedy for Buyer's default. The Earnest Money Deposit,
including all interest accrued thereon, shall be non-refundable upon expiration of the Due
Diligence Period and any extension thereof, except in the event of Seller's default under this
Contract.
(c) The balance of the Purchase Price necessary to complete the payment of the
Purchase Price after credits, adjustments and prorations, shall be paid to Seller by Buyer at the
Closing Date hereunder by certified or cashier's check, wire transfer or other immediately
available funds acceptable to Escrow Agent.
4. Delivery of Documents. Within (5) days of the date of execution of this Contract,
Seller shall deliver to Buyer a copy of all documents and items listed on Exhibit "B" attached
hereto, if any,within Seller's possession or control or which is known to Seller. If Buyer terminates
this Contract for any reason whatsoever, Buyer shall return to Seller all items mentioned above
which Seller has delivered to Buyer,together with-any ALTA Survey defined below.
5. Conditions Subsequent. At any time prior to the expiration of the Due Diligence
Period, Buyer may, in its discretion, terminate this Contract by giving written notice thereof to
Seller, at which time Buyer shall be entitled to a return of the Earnest Money Deposit less the sum
of$100.00 as independent consideration within three (3) business days after the day on which
Buyer gives written notice of termination. In the event that Buyer does not terminate this Contract
at or prior to the end of the Due Diligence Period and any extension thereof, then, in that event,
Buyer shall be deemed to have elected to proceed with the transaction set forth herein and the
Earnest Money Deposit shall be non-refundable to Buyer, except for Seller's default hereunder.
For purposes of this Contract, the "Due Diligence Period" shall be fifty-five (55) days and shall
expire at 5:00 p.m. (Mountain Time) on the day which is fifty-five (55) days after the Effective
Date, which period may be extended by mutual written agreement of the parties. Seller shall
cooperate with Buyer to execute any documents which may be necessary or convenient to the
satisfaction of the following conditions prior to the expiration of the Due Diligence Period:
(a) Buyer completes, to its satisfaction, its due diligence of the Subject
Property;
CONTRACT OF SALE- 2
(b) Buyer obtains the approval of the purchase by the State Board of Education,
Board of Trustees.
(c) Buyer agrees to allow Seller entry to facilitate and complete the sale of the
farm equipment, vehicles, furniture and any other tangible personal property (i.e. furniture,
fixtures,and contents of buildings and home),on or in the Subject Property through May 31,2019,
even if closing occurs prior to the date.
(d) Buyer's receipt of an appraisal and environmental assessment which
indicates that the Property is free from "Hazardous Substances", if Buyer opts to conduct such
assessments and secure such an appraisal. The terms "hazardous substance," "release," and
"removal" shall have the definition and meaning as set forth in Title 42 U.S.C. § 9601 (or the
corresponding provision of any future law in effect prior to the Closing Date); provided, however
that the term "hazardous substance"shall include "hazardous waste"as defined in Title 42 U.S.C.
§ 6903 (or the corresponding provision of any future law in effect prior to the Closing Date) and
"petroleum" as defined in Title 42 U.S.C. § 6991 (or the corresponding provision of any future
law in effect prior to the Closing Date). The term "superfund" shall mean the Comprehensive
Environmental Response, Compensation and Liability Act, Title 42 U.S.C. § § 9601, et seq. (or
the corresponding provision of any future law in effect prior to the Closing Date) and any similar
statute, ordinance, rule or regulation of any state or local legislature, agency or body. The term
"underground storage tank" shall have the definition and meaning as set forth in Title 42 U.S.C.
§ 6991 (or the corresponding provision of any future law in effect prior to the Closing Date).
(e) Buyer's review of any plat, record of survey, or survey of the Subject
Property that exists and has confirmed to its satisfaction the legal description of the Subject
Property.
(0 Buyer may at its own cost and expense, elect to obtain a current certified
ALTA boundary and topographic survey of the Subject Property prepared by a surveyor selected
by Buyer ("ALTA Survey"), which ALTA Survey shall (i) comply with the requirements of the
Title Company, as defined below, and (ii) comply with the current "Minimum Standard Detail
Requirements for Land Title Surveys" adopted by the American Land Title Association and the
American Congress of Surveyors and Mappers for a Class A survey,and include, but not be limited
to (a) setback, (b) all improvements, (c) location of utilities; (d) significant observations otherwise
disclosed, and (e) show that the Subject Property boundaries extend to all adjacent streets, alleys
and rights of way which have been dedicated to and accepted for public use by the appropriate
governmental authority. The failure to obtain the ALTA Survey during the Due Diligence Period
shall not extend the Due Diligence Period.
(g) Within ten (10) days after the Effective Date, Seller, at its expense, shall
cause to be delivered to Buyer a current commitment for title insurance("Commitment")covering
the Subject Property issued by Escrow Agent, as agent for Pioneer Title Company of Ada County
("Title Company"),together with a copy of each document listed (i) as an encumbrance upon the
title to the Subject Property or (ii) as an exception to coverage in the Commitment. Buyer, at its
option and cost, may purchase an Extended Coverage Owner's Policy of Title Insurance. Buyer
shall examine the Commitment and shall make any objections thereto in writing to Seller("Notice
of Objection") no later than twenty(20) days after the Buyer's receipt of the Commitment. In the
CONTRACT OF SALE- 3
event there exists any such encumbrance or exception in the Commitment to which Buyer objects,
Seller shall have ten (10) days after its receipt of the Notice of Objection to elect (in Seller's sole
reasonable discretion) to cure and remove or insure over the objectionable encumbrance or
exception. Seller need not cure any objection to a financial encumbrance or exception prior to
closing, it being agreed that such financial encumbrances or exceptions shall be satisfied at closing
from the proceeds of the Purchase Price. In the event Seller elects not to cure and remove or to
insure over the objectionable non-financial encumbrance or exception within said ten (10) day
period or in the event Seller does elect to cure and remove the objectionable encumbrance or
exception but is unable to cure and remove said objectionable encumbrance or exception or,
alternatively, to obtain a commitment from the Title Company prior to the expiration of the Due
Diligence Period or any extensions thereof that the Title Company will insure over the same, this
Contract, at the option of Buyer and upon written notice from Buyer to Seller, shall terminate. In
the event Seller elects to cure and remove the objectionable encumbrance(s)or exception(s), Seller
agrees to use reasonable efforts to remove any objectionable encumbrance or exception. It is
understood and agreed that if this Contract is terminated by Buyer as provided in this Section 5,
Seller shall be responsible for all fees charged by Escrow Agent for cancellation of the
Commitment. Title to the Subject Property shall be good and marketable and shall be free and
clear of all liens encumbrances, easements, assessments, restrictions, tenancies (whether recorded
or unrecorded) and other exceptions to title, except the lien of taxes not yet due and payable,those
exceptions approved in writing by or caused by Buyer and those exceptions caused or created by
Buyer("Permitted Exceptions").
(h) The Title Company has committed to issue at Seller's expense, upon
closing, for a Policy of Title Insurance ("Title Policy"), in the amount of the Purchase Price,
insuring that marketable fee simple title to the Subject Property is vested in Buyer, subject only to
the lien for taxes not yet due or payable and the Permitted Exceptions and the documents approved
and executed by the parties at closing. The Subject Property must be a lawfully subdivided legal
parcel and free of leases or parties in possession and is title-insured as such by the Title Company
as a condition precedent to the non-refunding of the Earnest Money Deposit and Buyer's obligation
to purchase the Property.
(i) Seller shall deliver an extended coverage owner's affidavit to the Title
Company. In the event Buyer, at any time prior to the expiration of the Due Diligence Period, or
any extension thereof as allowed herein, deems any of the conditions set forth in this Section 5
unsatisfied, Buyer may terminate this Contract by providing Seller with written notice of Buyer's
election to terminate this Contract. In the event of such termination of this Contract, the Earnest
Money Deposit and all accrued interest thereon shall be returned to Buyer and thereafter both
parties shall be released from any further obligations hereunder, except for liabilities, actual or
contingent, which arose prior to the date of termination. If Buyer does not terminate this Contract
before the end of the Due Diligence Period, conditions (a) and (c) will be deemed satisfied or
waived by Buyer.
6. Closing. Closing shall occur within five (5) business days after the expiration of
the Due Diligence Period, or any extensions thereof exercised by Buyer pursuant to this Contract
("Closing Date"). Exclusive possession passes to Buyer on closing. With the exception that the
Buyer agrees, and the Seller reserves the right to access the property to facilitate the sale of the
farm equipment, and any tangible personal property (i.e. furniture, fixtures, and contents of
CONTRACT OF SALE- 4
property), through May 31, 2019, even if closing occurs prior to the date. Prior to closing, Seller
shall deposit with the Escrow Agent duly executed and acknowledged Grant Deed ("Deed") in the
form of Exhibit "C" attached hereto conveying to Buyer the Subject Property and all of Seller's
right, title and interest in and to all streets, alleys and rights of way adjacent thereto, subject only
to lien for taxes not yet due and payable and the Permitted Exceptions, together with instructions
to deliver and record the Deed when Escrow Agent is in a position to pay the Purchase Price to
Seller. After all of the conditions of closing as set forth in Section 5 have been met or waived on
the applicable date and Buyer has been so advised, Buyer shall on the Closing Date deposit the
balance of the Purchase Price by means of wire transfer or certified or cashier's check with the
Escrow Agent with instructions to disburse the Purchase Price to Seller upon recordation of
Seller's Deed, and issuance of the Title Policy required by Section 5. The Subject Property shall
be conveyed free of brokerage, management and service contracts.
7. Section 1445 Affidavit. At or prior to the Closing Date, Seller shall deliver to
Buyer an affidavit in compliance with Section 1445 of the Internal Revenue Code providing
Seller's United States taxpayer identification number and business address and stating whether
Seller is a "foreign person" as defined in the Internal Revenue Code and regulations applicable
thereto ("Code"). If Seller fails to deliver such affidavit or is a "foreign person"as defined in the
Code, Buyer shall be entitled to withhold from the Purchase Price, and to pay to the Internal
Revenue Service, such amounts as are required to be withheld by the Code, and Seller agrees to
cooperate with Buyer and to furnish Buyer with such tax forms and information as are reasonably
required to insure Buyer's compliance with the Code.
8. Costs. Any escrow fees and the cost of recording the Deed shall be paid equally
by both parties. Taxes and utilities, if any, shall be prorated as of the Closing Date. Seller shall
pay recording costs to remove financial encumbrances or exceptions and Buyer shall pay recording
cost for any other instruments for the benefit of Buyer or Buyer's lender. Seller shall pay the
premium for standard coverage title insurance and Buyer shall pay the additional premium for the
issuance of an extended coverage policy of title insurance plus the fee for any endorsements
required by Buyer.
9. Brokerage. Seller and Buyer hereby acknowledge, represent and warrant to each
other that no commissions are payable by Seller or Buyer to any broker or finder in connection
with this Contract or the transaction contemplated herein,and Seller and Buyer agree to indemnify,
defend, save and hold each other harmless from and against the payment of any further
commissions or fees or claims for commissions or fees by virtue of any acts or actions undertaken
by them, respectively; it being expressly agreed that the foregoing agreement of indemnification
shall expressly survive the closing under this Contract. Seller has no commission payment
obligation under this Agreement. Buyer has no commission payment obligation under this
Agreement.
10. Seller's Representations and Warranties.
(a) Seller represents and warrants that Seller has authority to enter into this
Contract and to grant the license granted in Section 2 and that Seller holds marketable title to the
Subject Property.
CONTRACT OF SALE- 5
(b) Seller represents and warrants that Seller has properly formed all entities
owning any portion of the Subject Property, that Seller possesses the ability to convey marketable
fee simple title to the Subject Property, and that Seller can and will deliver at closing all necessary
resolutions, agreements or other documents necessary to evidence and confirm these
representations and warranties at closing.
(c) There are no leases, licenses, or other similar rights to occupy any portion
of the Subject Property in existence, exempt for Seller's temporary need to access the Subject
Property as provided stated in Section 5(c).
(d) No claim, action, litigation, arbitration, or other legal or administrative
proceeding of any kind, including any condemnation action, has been served upon or received by
Seller relating to the Subject Property or any part thereof, and no other claim, action, litigation,
arbitration, or other legal or administrative proceeding of any kind, including any condemnation
action, is pending, threatened against or otherwise involves the Subject Property.
(e) To Seller's knowledge, the historic use of the Subject Property does not
invoke any application of Meridian City's legal non-conforming use ordinance, but Buyer shall
conduct its own examination of Meridian City ordinances. Seller has not received written notice
from any governmental authority of any violations of any law or governmental regulation, statute,
ordinance, code, rule or regulation applicable to the Subject Property.
(f) Seller has not received written notice of any violations of any federal, state,
or local environmental laws applicable to the Subject Property or the ownership, use or occupancy
thereof, and there are no current violations of any such laws.
(g) The representations and warranties set forth in this Section 10 shall
constitute continuing representations and warranties and shall be deemed to be true and correct as
of the Closing Date of Buyer's purchase of the Subject Property.
11. Property Purchased "AS IS". The Subject Property is being purchased "AS IS"
and no warranty, express or implied is made by Seller, except as provided in this Section 11, the
Deed attached as Exhibit C,and the following: THE PROPERTY IS SOLD AND CONVEYED
TO BUYER AS IS,WHERE IS,AND WITH ALL FAULTS AND DEFECTS,INCLUDING
BOTH LATENT AND PATENT DEFECTS. OTHER THAN AS EXPRESSLY SET
FORTH HEREIN, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY
SELLER CONCERNING THE PROPERTY. BUYER, BY ACCEPTING THE DEED IN
THE FORM OF EXHIBIT C, RELEASES SELLER FROM ANY AND ALL LIABILITY
RELATING TO ANY ASPECT OR CONDITION OF THE PROPERTY, KNOWN OR
UNKNOWN, FORESEEABLE OR UNFORESEEABLE, ACTUAL OR CONTINGENT,
ARISING BY STATUTE, COMMON LAW OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO ALL ISSUES SET FORTH IN THE DEED.
12. Condemnation. Seller alone shall bear the risk of loss prior to closing should there
be damage to any portion of the Subject Property by fire or other casualty. Should any entity
having the power of condemnation bring an action or otherwise indicate an intent to either Buyer
or Seller prior to the Closing Date to acquire all or any portion of, or any interest in, the Subject
CONTRACT OF SALE- 6
Property, Buyer, at Buyer's sole option, may elect either (i) to terminate Buyer's obligation to
purchase the Subject Property by giving written notice to Seller at any time prior to the Closing
Date, or (ii) to complete the purchase of the Subject Property with Seller, with no adjustment in
the Purchase Price. Seller agrees to provide Buyer, and Buyer agrees to provide Seller, within ten
(10) days after either party's receipt of same but in no event later than the Closing Date, written
notice of any actual or threatened condemnation proceeding.
13. Successors. This Contract shall be binding on the heirs, successors, assigns and
personal representatives of the parties hereto.
14. Counsel and Attorneys' Fees. Buyer and Seller acknowledge that each has had
the opportunity to seek the advice of independent counsel. No presumption in interpreting this
Contract and Exhibits shall attach to the fact that Seller's attorney prepared the initial draft of this
Contract and Exhibits. In the event either party initiates or defends any legal action or proceeding
in any way connected with this Contract, the prevailing party in any such action or proceeding (in
addition to any other relief which may be granted, whether legal or equitable), shall be entitled to
recover from the losing party in any such action its reasonable costs and attorneys' fees(including,
without limitation, its reasonable costs and attorneys' fees on any appeal). All such costs and
attorneys' fees shall be deemed to have accrued on commencement of any legal action or
proceeding and shall be enforceable whether such legal action or proceeding is prosecuted to
judgment.
15. Default.
(a) Neither party shall be deemed to be in default of this Contract except upon
the expiration of thirty (30) days (ten [10] days in the event of failure to pay money) from receipt
of written notice from the other party specifying the particulars in which such party has failed to
perform its obligations under this Contract unless such party, prior to expiration of said thirty(30)
day period (ten [10] days in the event of failure to pay money), has rectified the particulars
specified in said notice of default.
(b) In the event Buyer defaults or breaches this Contract and fails to cure such
default or breach, Buyer and Seller agree that the damage to Seller because of such default or
breach would be extremely costly, difficult and inconvenient to ascertain and therefore, in the
event of Buyer's default or breach, the amount of the Earnest Money Deposit, together with any
accrued interest thereon, at the time of Buyer's default or breach is a reasonable estimate of the
damages that the Seller would incur. Buyer and Seller agree that the payment and delivery of such
amount to Seller shall be the sole remedy of Seller in the event of Buyer's default or breach of this
Contract.
(c) In the event of Seller defaults or breaches this Contract and fails to cure
such default or breach, Buyer may either (i) terminate this Contract upon written notice to Seller,
obtain a refund of all amounts paid hereunder, including all accrued interest, and immediately
receive reimbursement of the cost of the ALTA Survey plus third party out of pocket expenses,
but not to exceed the amount of$14,000.00, plus the Earnest Money Deposit or (ii) institute an
action for specific performance of this Contract against Seller.
CONTRACT OF SALE- 7
16. Notices.
(a) All notices given pursuant to this Contract shall be in writing and shall be
given by personal service, 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, or by facsimile or by electronic mail ("Email') addressed to the
appropriate party at the address set forth below:
Seller: Estate of Marvin L. Everett
c/o Personal Representative
Attn: Francis R. Everett
3850 W. Victory Rd.
Meridian, ID 83642
Telephone: 208-288-5521
Cell: 208-559-0450
With a Copy to: Parsons Behle & Latimer
Fredric V. Shoemaker
800 West Main Street, Suite 1300
Boise, ID 83702
Telephone: (208) 562-4900
Facsimile: (208) 562-4801
Email: fhoemaker@parsonsbehle.com
Buyer: Idaho State University
Attn: Kevin Satterlee, President
921 South 81h Ave., Stop 8310
Pocatello, ID 83209
Telephone: 208-282-3440
Fax: 208-282-3414
Email: president@isu.edu
With a Copy to: Idaho State University
Patricia Z. Marincic
1311 E. Central Dr.
Meridian, ID 83642
Telephone: (208) 373-1708
Email: maripatr@isu.edu
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 pursuant to this Contract shall
be deemed given upon receipt.
(b) For the purpose of this Contract, the term"receipt" shall mean the earlier of
any of the following: (i) the date of delivery of the notice, other document, facsimile or Email to
the address specified pursuant to subparagraph (a) above, as shown on the return receipt, if
CONTRACT OF SALE- 8
applicable (ii) the date of actual receipt of the notice, other document, facsimile or Email by the
person or entity specified pursuant to subparagraph(a)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.
17. Assignment. Buyer shall have the right to assign this Contract without Seller's
prior written consent to an entity owned by Buyer or controlled by Buyer. Notice of such
assignment prior to closing shall be delivered by Buyer to Seller and Seller shall thereafter convey
title pursuant to the Deed to Buyer's assignee identified in the notice.
18. Captions and Headings. The captions and headings in this Contract 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.
19. Entire Agreement. This Contract contains the entire agreement between the
parties hereto and supersedes all prior agreements,oral or written,with respect to the subject matter
hereof. The provisions of this Contract shall be construed as a whole and not strictly for or against
any party.
20. Construction. In construing the provisions of this Contract 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.
21. 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.
22. Counterparts. This Contract may be executed in counterparts,each of which shall
be deemed an original and all of which shall constitute a single instrument, and shall be effective
upon execution of one or more of such counterparts by each of the parties hereto. Facsimiles or
copies of original executed documents shall be deemed an original.
23. Time Period Computation. All time periods in this Contract shall be deemed to
refer to calendar days unless the time period specifically references business days; provided that
if the last date on which to perform any act or give any notice under this Contract shall fall on a
Saturday, Sunday or local, state or national holiday, such act or notice shall be deemed timely if
performed or given on the next succeeding business day.
24. Binding Contract. This Contract shall not be binding or enforceable until both
parties have fully executed this Contract and have delivered to each other an original counterpart
of this Contract fully executed by the delivering party.
25. Survival. All of the representations and warranties set forth in this Contract shall
constitute continuing representations and warranties, shall be deemed to be true and correct as of
the date of closing of Buyer's purchase of the Subject Property from Seller, and shall (along with
all indemnification, defense and hold harmless obligations related thereto) survive the closing of
Buyer's purchase of the Subject Property.
CONTRACT OF SALE- 9
all indemnification, defense and hold harmless obligations related thereto) survive the closing of
Buyer's purchase of the Subject Property.
26. No Third-Party Beneficiary Rights
. This Contract is not intended to create, nor shall it in any way be interpreted or
construed to create, any third-party beneficiary rights in any person not a party hereto unless
otherwise expressly provided herein.
EXECUTED effective as of the date last written below.
IN WITNESS WHEREOF, the parties have executed this Contract effective as of the day
and year first above written.
SELLER: Estate of Marvin L. Everett,
Francis R. Everett
Personal Representative of Estate
Date: 3 • / - / Q
BUYER: Idaho State Universi
By:
K in Satterlee
President
Date:
CONTRACT OF SALE- 13
STATE OF IDAHO )
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County of*n N—:= )
On thisl& day of �CL:!S Cc 20I9, before me the undersigned. a Notary
Public in and for the State of Idaho, personally appeared Kevin Satterlee, known or identified to
me to be the President and Authorized Representative of Idaho State University, entity that
executed the within and foregoing instrument or the person who executed the instrument on
behalf of said entity, and on behalf of the Board of Trustees and the State of Idaho by and
through the State Board of Education, and acknowledged to me that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
�witillifill Nbtr ry Public far 161A c
Residing at (�
My commission expires Q ` - tx: - 0
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OF
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STATE OF IDAHO )
) ss.
County of &4% )
On this,day of—maz,�lt, _, 2019, before me the undersigned, a Notary
Public in and for the State of Idaho, personally appeared Fra ncis R• Everett, known or identified
to me to be the Personal Representative of the Estate of Marvin L. Everett (official or
representative capacity) that executed the said instrument, and acknowledged to me that such
Francis R. Everett is the Personal Representative of the Estate of Marvin L. Everett (official or
representative capacity)executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
•a,, Notary Public for o
��.•��Q••..•••..••�PJ+ Residing at ism 2D
M commission expires
131.1L% �•
C)
CONTRACT OF SAL '-•"""'' �++
14
EXHIBIT "A"
LEGAL DESCRIPTION OF SUBJECT PROPERTY
Parcel 1:
LEGAL DESCRIPTION:
The South Half of the Southwest Quarter(SE'/4 ) of the Northeast Quarter(NE'/4)of
Section Eighteen (18), in Township Three (3) North of Range One (1) East of the
Boise Meridian, Ada County, State of Idaho.
Together with all water, water rights, ditches and ditch rights appurtenant thereto or
connected therewith.
Parcel 2:
LEGAL DESCRIPTION:
Commencing at the East 4 corner of Section 18,
Township 3N. , Range 1E. , .B.M. , Ada County,
Idaho, said point being the point of beginning;
Thence S 89005 '00" W, 639 .00 feet to a point on
the centerline of an irrigation lateral ;
Thence S 24001'00" E, along said centerline
240.80 feet to a point;
. Thence N 89005 '00" E. 540 .98 feet to a point
on the section line;
Thence N 00000100" E, 221. S2 feet to the point
of beginning, together with all water rights
appurtenant thereto and used in connection
therewith.
Parcel contains 3.00 acres more or less and is
subject to easement of South. Locust Grove Road.
LESS
CONTRACT OF SALE A-1
EXCEPTING THEREFROM
Ada County Highway District
Project No. 602012.0
Locust Grove Road'(Central/Bentley to Franklin)
•Parcel 7•
Right-of-Way Take Description
A parcel located.in the SE-%4 of the NE %of Section 18;Township 3 North,Range 1 East,Boise
Meridian,Ada County, Idaho,-more particularly described as follows:
BEGINNING a(a 518:inch diameter iron pin marking:the southeasterly comer of said SE VA of
the NE '/4 from which a 518 inch diameter iron pin marking the northeasterly corner of said SE '/,
of the NE'/.bears N 0,41. 1 1".E a distant of:1329.16 feet; ,
Thence N 0031'11"E along the easterly boundary of said SE'/, of the.NE V4 a distance of'664.58
feet to a point;
Thence leaving said easterly boundary S 89035'42"W a'distaace'of 48.01 feet to a point;-
Thence. S 0031'11" W a distance.-of 664+63-,feet to.a.point oa the southerly Boundary of.said
SE A of the NE'/4;
The, N 84°32'OS'.'Ir aIon sa}d southerly bfli�adary a distance of 48.01 feet to the POINT•OF
BEGINNING.
This parcel contains 0.732•`&cres(31,90L_square feet)and-is subject to any easomeaits existing or..
to-use."Said'paicel.Cdzi%=' 0,381 .acxes (16,61� spaie feet) of eiisting Locust Grove-Read
prescriptive if gilt=of=vt►ag.
Preparedby: blonnK,.Benaett;PLS
Civil Swrvey Gbnsultants;Licoiporated
May 22,2002
CONTRACT OF SALE A-2
EXCEPTING THEREFROM
Ada County Highway District
Project No.602012.0
Locust Grove Road(CentraVBentley to Franklin)
•Parcel 2.•
Right-of-Way Take Description
A parcel located in'the NE'/,of the SE '/of.Section 18,Township 3.North,Range 1 East,Boise
Meridian,Ada County,Idaho,more particularly described as follows: .
BEGINNING at a 5/8 inch•dianiker irosi pin'marking:the northeasterly:b '/.
' her of said NE 'of
the SE'/'from which a bass'cap monument marba_g the southeasterly cornet of said Section 18
bears S 0"30'32 W-a distance of 2659.49.hi4
Thirice•$ 0630'.327 W.along 14e easterly boundary of said'Nl3 •3/.of`tbe SE:V a�Zjstance of
•22 LS3•feet to a pniizE; .
Thence leaving said easterlx boundary 9 8032'057 W a distance of 48:OX:•feed t a
Pow:'.
-Thence N 0°30'32":E a_ilistaugeof 221:53.feet tQ a pp*int•ori fhe:noitheirly,boiuid"Ar of
said NE-%
of the.S13;'/.; '
Thenom.N.89a32105"E-Along s lid northerly lwundary-a 46nce.bf.48A11.'feet t6%tpe PQIIZT OF '
Tliis'parcel contains-0:244:acres.;(,10;633'agtlare;f ).aad is:siaiijectto. ny eAs�eitseicistrug;or
to ties. Said'-partejrcQntains.R•127.acres C5,S3 'squsre:feet� of existing'Locust Qi'ove Road:
Emesohptiveright-o�ar�y: .. .
?repared•.by-_ p1c�A,K.-$znnett;:.P'L3
::irnl S '?re3"
biay 2 002. . _
CONTRACT OF SALE A-3
EXHIBIT "B"
LIST OF DOCUMENTS/ITEMS SELLER IS TO PROVIDE TO BUYER
. Existing surveys, if any.
2. An itemized list of all personal property to be included in the sale, if any.
3. Correspondence with any governmental agency over the last three (3) years
including any real property taxing authority.
4. If applicable, copy of any warranties, maintenance, service, supply, management
or other agreements presently in effect, or which may come into effect, of whatsoever nature
affecting the Subject Property.
5. If applicable, complete record of income and expenses for the three (3) most recent
calendar years and the most current monthly statement of income and expenses for the current
year.
6. Copy of real estate tax bills and assessments for the last year and current year.
Copies of any business improvement district ordinances applicable to the Subject Property.
7. 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.
8. Any existing soils, asbestos, hazardous waste, and Phase I and/or Phase I1
environmental assessment reports.
9. Licenses, permits, and certificates of occupancy of which Seller has actual
knowledge.
10. Copy of all recent appraisals.
CONTRACT OF SALE B-1
EXHIBIT "C"
Recording Requested By and
When Recorded Return to:
Parsons Behle & Latimer
Attn: Fredric V. Shoemaker
800 West Main Street, Suite 1300
Boise, ID 83702
SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY
GRANT DEED
FOR GOOD AND VALUABLE CONSIDERATION,the receipt and sufficiency of which
is hereby acknowledged, Francis Everett, as Personal Representative by and through the Estate of
Marvin L. Everett, a single man ("Grantor"), does hereby grant, bargain, sell and convey unto
Board of Trustees and the State of Idaho by and through the State Board of Education, ("Grantee"),
whose address is 650 W. State St., Boise, Idaho 83720, all of Grantor's right, title and interest in
and to the real property located in Ada County, Idaho, legally described as follows:
Parcel 1:
The South Half of the Southwest Quarter (SEI/4) of the Northeast Quarter
(NEI/4) of Section Eighteen (18), in Township Three(3) North of Range One(1)
East of the Boise Meridian, Ada County, State of Idaho.
Together with all water, water rights, ditches and ditch rights appurtenant
thereto or connected therewith.
Parcel 2:
Commencing at the East U corner of Section 18,
Township 3N. , Range lE. , -B .M. , Ada County,
Idaho, said point being the point of beginning ;
Thence S 89005200" W. 639 .00 feet to a point on
the centerline of an irrigation lateral ;
Thence S 24001'00" E, along said centerline
240. 80 feet to a point;
. Thence N 890OS '00" E, 540 .98 feet to a point
'-' on the section line;
Thence N 00000100" E, 221 . 52 feet to the point
of beginning, together with all water rights
appurtenant thereto and used in connection
therewith.
Parcel contains 3.00 acres more or less and is
subject to easement of South. Locust Grove Road.
CONTRACT OF SALE C-1
EXCEPTING THEREFROM
Ada County Highway District
Project No. 602012.0
Locust Grove Road,(CentraUBentley to Franklin)
•Parcel 7•
Right-of-Way Take Description
A parcel located in the SE-%of the NE %,of.Section 1.8;Township 3 North,Range I East,Boise
Meridian,Ada County, Idaho;more particularly described as follows:
BEGINNING at.'a 5/8:inch diameter iron pin marking.the southeasterly comer of said SE % of
the NE '/.from which a 5/8 inch:dihmeter iron pin marking the northeasterly comer of said SE %,
of the NE'/.bears N 0°31'1.1"E a-distance of'1329.16 feet;
Thence N 0031'11"E'along tlie.easterly-boundary of said SE•'/. of the NE %a distance of 664.58
feet to a point;
Thence leaving said easteFly boundary S 89035'42"W a'distaace-of 48.01 feet to a port;
Thence.S 091'11" W a distance -of 664+63 feet to a point oa the southerly boundary of said
SE Aof the NE'/.;
Thence N 89°32'05'.'IE=along said southerly boivadmy a distance'of 49.01 feet to the POW.OF
BEGINNING.
This parcel contains 0.732.sae (3-1•,90L.:squara'feet)'-and-is subject to any easem"existing or,
in•use. Said'parcel.cd4Ud'ns 0iUI:.actes (16,615 square feet),of existing Locust (3mve:Road
prescriptive fight of-tag,'..
Preparec}by: Mina IG-Bennett;PL•.S
Civil Survey Consurtants;-hicoiporaWd
May2?,•2002 . - .� -
wee► �.0 F �� 4~
CONTRACT OF SALE C-2
EXCEPTING THEREFROM
Ada County Highway District
Project No.602012.0
Locust Grove Road(Central/Bentley to Franklin)
a Parcel 2.•
Right-of-Way Take Description
A parcel located in'the NE'/,of the SE'/,of Section 18,Township 3.North,Range 1 East,Boise
Mexidian,Ada County,Idaho,more particularly described as follows: .
BE(3lNNINCi at a 5/6 inch diameter iron' pin marking:the northeasterly.corher of said NE '/.•of
the SE_/from which a brass cap monument marling the southeasterly corner of§aid Section 18
bears'S O'30'32"W a distazioe of 2659.49,fedt;
Thence,S 0.630.1 2"W.along the: easterly boundary of said NB '/.of the SE l a distance of
.221.53-feet io a poirrt; .
Thence leaving said easterly boundary�89032'OS"W a distance of 48.01:-feet td a point*"
.Theiice N"4 30 3r:E a-distange Qf 221:53.feet to a point eii ihe:northeirly.'bcutidur�i of said NE.V
ofthe.SEry; -
Theace-N.89.3210y?E:a(ong•iMd•riortherly lwundary.a distances of.48.0'11e4 W%tite'1'Ql l'I'OF.
Tliis`parcel contains-0.244.*r6-(10;63' 'silwe'.f�).end is:si jectto&ny eAs�+me ts;existing:or
in rise. •Said-ParCeY,.9Qntains.0.127.acres 0,53$•square:feats of existing Locust Grove:Road:
Pt!yc•right-o�w�Y: r ,•;' •• ., •
"rcpdrea.br.:£liei�K.Bemnett?PLs
i�ivi2 Si vm�
CONTRACT OF SALE C-3
FOR VALUE RECEIVED, Grantor does hereby GRANT and CONVEY unto Grantee
the real property above described, together with all appurtenances thereto.
The singular terms "Grantor" and "Grantee" as used in this instrument shall be
construed to include the plural.
TO HAVE AND TO HOLD the Property, with its all and singular appurtenances unto
Grantee, and Grantee's heirs, successors and assigns forever.
Grantor makes no covenants or warranties with respect to title, express or implied, other
than that previous to the date of this deed, Grantor has not conveyed the same estate to any person
other than Grantee and that such estate is at the time of the execution of this deed free from
encumbrances made or suffered by the Grantor, or any person claiming under Grantor, subject.
however,to (i) reservations or restrictions in federal patents or in the federal act providing for such
patents or deeds; (ii) building or use restrictions, building and zoning regulations and ordinances
of any governmental entity; (iii) the lien of real property taxes not yet due and payable; and (iv)
those exceptions set forth on Schedule I attached hereto and incorporated herein by this reference.
DATED this :1 day of &K& , 2019.
GRANTOR:
Estate of Marvin Lee Everett,
cis- -is-oeh� '�'R.
Personal Representative F'ranci R. Everett
STATE OF IDAHO )
ss.
County of vio, )
On this I day of rt)aa•e 1.— , 2019, before me the undersigned, a Notary
Public in and for the State of Idaho, personally appeared Francis R. Everett, known or identified
to me to be the Personal Representative of the Estate of Marvin L. Everett (official or
representative capacity) that executed the said instrument, and acknowledged to me that such
Francis R. Everett is the Personal Representative of the Estate of Marvin L. Everett (official or
representative capacity) executed the same.
IN WITNESS WHEREOF", I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
��•`����.���L•�.���;F�P�+'a, ota y Public for Sal S
�'•`t�'T-A P).%. Residing at
• My commission expires a`l6- Ay
-
•�, p•
CONTRACT OF SAL ��• ,@m •+�,,.. A,,', C-4
SCHEDULE I
APPROVED EXCEPTIONS
[insert BUYER'S approved exceptions from title commitment]
CONTRACT OF SALE