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HomeMy WebLinkAbout25-2512 Real Property Purchase Owyhee Holdings Park 25-2512 CITY OF MERIDIAN RESOLUTION NO. BY THE CITY COUNCIL: CAVENER,LITTLE ROBERTS, OVERTON, STRADER, TAYLOR,WHITLOCK A RESOLUTION APPROVING THAT CERTAIN REAL ESTATE PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF MERIDIAN AND OWYHEE HOLDINGS, LLC CONCERNING THE CITY'S ACQUISITION OF 39.911 ACRES FOR A FUTURE COMMUNITY PARK; APPROVING RELATED AGREEMENTS AND INSTRUMENTS; AUTHORIZING THE MAYOR TO EXECUTE THE REAL ESTATE PURCHASE AND SALE AGREEMENT AND RELATED AGREEMENTS AND INSTRUMENTS; AUTHORIZING THE MAYOR TO EXECUTE ALL OTHER DOCUMENTS AND PERFORM ALL OTHER ACTS REASONABLY NECESSARY TO EFFECTUATE THE PURCHASE OF THE REAL PROPERTY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Owyhee Holdings, LLC ("Owyhee Holdings") owns approximately 39.911 acres of real property southeast of N. Can Ada Road/W. McMillan Road("Property"), as described in that certain Real Estate Purchase and Sale Agreement,which is attached hereto ("PSA"); and, WHEREAS,the City desires to purchase the Property from Owyhee Holdings for a future community park and other recreational purposes, as authorized under Idaho Code section 50-301; and, WHEREAS,the purchase of the Property will require the execution of the PSA and several related agreements and instruments, to wit: (1) South Collector Road Easement Agreement, which shall be substantially similar to Exhibit B to the PSA; (2)North Collector Road Easement Agreement,which shall be substantially similar to Exhibit C to the PSA; (3) Sewer and Temporary Access Easement, which shall be substantially similar to Exhibit D to the PSA; (4) Assignment and Assumption Agreement concerning the existing short-term farm lease encumbering the Property; (5) quitclaim deed to consolidate the Property with an additional 0.909+/- acres also being acquired for the future community park; and(6) other documents reasonably necessary to effectuate the purchase of the Property(collectively, "Related Agreements and Instruments"); and, WHEREAS, the purchase price of the Property shall be $3,925,587,which is approximately$3.1 million less than the fair market value of the Property; and, WHEREAS,the difference between the fair market value of the Property and the purchase price of the Property shall be treated as a donation from Owyhee Holdings to the City; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MERIDIAN, IDAHO: Section 1. That the City Council hereby approves the PSA and the Related Agreements and Instruments, all of which shall be substantially similar to the attachments hereto; RESOLUTION CONCERNING ACQUISITION OF REAL PROPERTY Page 1 of 2 Section 2. That the Mayor is hereby authorized to execute the PSA and Related Agreements and Instruments; Section 3. That the Mayor is hereby authorized to execute all other documents and perform all other acts reasonably necessary to effectuate the purchase of the Property; and, Section 4. That this Resolution shall be in full force and effect immediately upon its adoption and approval. ADOPTED by the City Council of the City of Meridian, Idaho, this 15th day of April , 2025. APPROVED by the Mayor of the City of Meridian, Idaho, this 15th day of April , 2025. APPROVED: Robert E. Simison, Mayor ATTEST: By: Chris Johnson, City Clerk RESOLUTION CONCERNING ACQUISITION OF REAL PROPERTY Page 2 of 2 CM REAL ESTATE PURCHASE AND SALE AGREEMENT THIS REAL ESTATE PURCHASE AND SALE AGREEMENT(this"Agreement")is entered into as of the Effective Date by and between Buyer and Seller. In consideration of the mutual promises set forth in this Agreement,Seller hereby agrees to sell,and Buyer hereby agrees to purchase,the Property subject to the terms set forth herein. 1. BASIC AGREEMENT TERMS a. "Effective Date" The later date of the dates that both Buyer and Seller have executed this Agreement as set forth on the Signature Page of this Agreement. b. "Buyer" City of Meridian, an Idaho municipal corporation c. "Seller" Owyhee Holdings, LLC d. "Property" That certain real property commonly known as+/-39.911 Acres at TBD Can Ada Road, Ada County, ID graphically depicted and legally described on Exhibit A, attached hereto. The Property includes all right, title, and interest in the Property including all improvements and fixtures thereon, all appurtenances related thereto and all water and water rights, ditch and ditch rights appurtenant thereto. e. "Purchase Price" Three Million Nine Hundred Twenty Five Thousand Five Hundred Eighty Seven No/100 Dollars ($3,925,587). f. "Closing Date" April 30, 2025. The City shall have one (1) option to extend closing by one month. First American Title Insurance Company, 2150 Bonito g. "Escrow Agent" Way, Suite 100 Meridian, Idaho 83642; Attn: Tami DeJournett Albert, Escrow Officer Email: tdalbert@firstam.com PURCHASE AND SALE AGREEMENT Page 1 of 45 2. DUE DILIGENCE (a) Property Inspections. From the Effective Date through the closing of the transaction contemplated by this Agreement(the "Closing"), Seller will allow Buyer and Buyer's surveyors,engineers, agents and representatives to have reasonable access to the Property. Buyer must coordinate all access with Seller in advance. Buyer will, at its sole expense, promptly restore any physical damage that results from any inspections conducted by or on behalf of Buyer, however, Buyer shall have no obligation to restore any damage resulting from a pre-existing condition on the Property. All inspections will be conducted at Buyer's sole expense and in accordance with all requirements of applicable law. Buyer will keep the Property free from any liens arising out of any activity by or on behalf of Buyer with respect to the Property. If such a lien is filed,then Buyer will cause the same to be promptly discharged of record. (b) Seller's Documents.Within five(5) business days from the Effective Date,Seller shall,to the extent within Seller's possession, provide to Buyer copies of all documents, contracts, reports (including but not limited to, a current environmental report, boring logs, soil and geotechnical reports, and ALTA Survey), studies, maps, tax billings, as-built drawings, warranty information, copies of all service contracts relating to the Property, a listing of all pending or threatened litigation against Seller with respect to claims regarding or relating to the property, and other information in Seller's possession relating to the Property(collectively the"Seller's Documents"). From the Effective Date to the closing,Seller shall have a continuing obligation to provide Buyer copies of additional Seller's Documents within three (3) business days of receipt of the same. (c) Title Matters.Within five(5) business days from the Effective Date,Seller shall cause Escrow Agent to deliver to Buyer a commitment for an owner's title insurance policy, dated after the date hereof in the amount of the Purchase Price,with standard form coverage."Permitted Exceptions,"as used hereafter, shall be those matters reflected in the latest title commitment policy received by Buyer before the Closing Date (as applicable, "Last Report") other than (i) delinquent taxes or assessments, (ii)any deed of trust, mortgage or other lien or monetary encumbrance affecting the Property or any part thereof, and (iii) any lien, encumbrance or other matter affecting title to the Property that was created or consented to by Seller after the Effective Date without Buyer's written consent (collectively, the "Mandatory Cure Items"). It shall be a condition to Buyer's obligations under this Agreement that the Title Company shall have agreed to issue to Buyer an ALTA standard form owner's policy of title insurance, insuring title to the Property in Buyer in the amount of the Purchase Price, subject only to the Permitted Exceptions and including such endorsements as are reflected in the Last Report (the "Title Policy"). By Closing, Seller shall cure all Mandatory Cure Items and all defects or encumbrances attaching by, through or under Seller after the date of this Agreement. (d) Termination of Agreement. If Buyer determines, in its sole and absolute discretion, that Buyer is not satisfied with its due diligence inspection and review of the Property for any reason, then at any time on or before the Closing Date, Buyer may deliver a notice to Seller of its election not to proceed with the purchase of the Property, whereupon Buyer will pay Seller$100 as independent consideration for Buyer's rights under this Agreement, and neither party will have any further liability hereunder except for those obligations that expressly survive the termination of this Agreement. PURCHASE AND SALE AGREEMENT Page 2 of 45 3. CLOSING AND RELATED MATTERS (a) Escrow Closing. The closing of the transaction contemplated by this Agreement will take place at Escrow Agent's office on the Closing Date. On or before the Closing Date, Buyer and Seller will deposit with Escrow Agent all instruments, documents and monies (payable in cash, by wire funds or bank check), as necessary to complete the transaction in accordance with this Agreement, including but not limited to: i. Seller will execute and deliver to Escrow Agent a special warranty deed conveying the Property to Buyer in a form prepared by Seller and acceptable to Buyer; ii. Seller will execute an affidavit of non-foreign status and any affidavits that may be customarily required by Escrow Agent for issuance of any title insurance desired by Buyer; iii. Seller will deliver to Escrow Agent any documents reasonably required by the Title Commitment or otherwise by Escrow Agent to demonstrate (a) Seller's power and authority to enter into and perform the transactions contemplated by this Agreement; and (b) the authority of any individual(s)who have executed or will execute documents on behalf of Seller in connection with this transaction; iv. Seller and Buyer shall execute and deliver to Escrow Agent that certain South Collector Road Easement Agreement attached hereto as Exhibit B to be recorded in the real property records of Ada County; V. Seller and Buyer shall execute and deliver to Escrow Agent that certain North Collector Road Easement Agreement attached hereto as Exhibit C to be recorded in the real property records of Ada County; vi. Seller and Buyer shall execute and deliver to Escrow Agent that certain Sewer and Temporary Access Easement attached hereto as Exhibit D to be recorded in the real property records of Ada County; vii. Seller and Buyer shall execute an Assignment and Assumption Agreement, whereby Seller shall assign and Buyer shall assume that certain Real Estate Purchase and Sale Agreement by and between Owyhee Holdings, LLC as the Buyer and Intermountain Gas Co. as the Seller,the substantial form of such Purchase and Sale Agreement is attached hereto as Exhibit E. viii. Seller and Buyer shall execute an Assignment and Assumption Agreement, whereby Buyer shall assume and Seller shall assign that certain Farm Lease Agreement,as it relates to the+/- 40 acres of the Property, a true and correct copy of which is attached hereto as Exhibit F. ix. Seller shall cause to be recorded in the Real Property Records of Idaho, a Record of Survey and any other documentation necessary to memorialize the transfer and conveyance of the Property in accordance with Ada County Code Section 8-4A-19. (b) Prorations,Adjustments and Closing Costs. PURCHASE AND SALE AGREEMENT Page 3 of 45 i. Rents and real property taxes/assessments for the then current calendar year will be prorated as of the Closing Date. ii. Seller shall pay (1) (1/2) of Escrow Agent's escrow/closing fees; (2) the premium for the Title Policy; and (3) and recording fees for the deed. iii. Buyer will pay half(1/2) of Escrow Agent's escrow/closing fees. iv. All other expenses not specifically referenced in this Agreement and incurred by Seller or Buyer with respect to this transaction will be borne and paid exclusively by the party incurring the same without reimbursement. (c) Buyer's Closing Conditions. Buyer will not be obligated to close on the Property unless Seller is in material compliance with its obligations to Buyer under this Agreement as of the Closing Date and Seller's representations and warranties to Buyer under this Agreement are true and correct in all material respects as of Closing Date. If the foregoing conditions are not satisfied or waived by the Closing Date,then Seller will be in default of this Agreement(subject to notice and cure periods as provided in this Agreement). (d) Seller's Closing Conditions. Seller will not be obligated to close on the Property unless Buyer is in material compliance with its obligations to Seller under this Agreement as of the Closing Date and Buyer's representations and warranties to Seller under this Agreement are true and correct in all material respects as of Closing Date. If the foregoing conditions are not satisfied or waived by the Closing Date,then Buyer will be in default of this Agreement(subject to notice and cure periods as provided in this Agreement). (e) Possession. Buyer will have the right to exclusive possession of the Property as of the completion of the closing, subject to the Farm Lease. (f) Risk of Loss, Condemnation. Seller agrees to notify Buyer of eminent domain proceedings or any loss of or damage to the Property as soon as Seller has knowledge thereof. Risk of loss of or damage to the Property will be borne by Seller until the Closing Date. If the Property is materially damaged (i.e., damage where the cost to restore is greater than 20%of the Purchase Price) or becomes the subject of any material condemnation proceeding(i.e., more than 20%of the value of the Property is subject to condemnation),then Buyer may, at its option,terminate this Agreement with respect to the Property by giving notice thereof to Seller within twenty (20) days after Seller first notifies Buyer in writing of the damage or condemnation, and this Agreement will terminate with respect to the Property. 4. DEFAULT; REMEDIES. Neither party will be deemed to be in default under this Agreement unless the non-defaulting party first provides the defaulting party with a written notice of default(which notice will reasonably describe the alleged default) and a period of five (5) business days to cure the default. (a) Closing Default. In the event of a closing default by Seller, Buyer's sole and exclusive remedy shall be to file an action for specific performance within ninety (90) days of such closing default. In the event of a closing default by Buyer, Seller's sole and exclusive remedy shall be to terminate this Agreement. PURCHASE AND SALE AGREEMENT Page 4 of 45 (b) Other Defaults. Subject to the notice and cure provisions, if either party defaults in the performance of any of its material obligations under this Agreement other than the obligation to close, the non-defaulting party shall have such rights and remedies as are available at law or in equity. 5. PROPERTY REPRESENTATIONS,WARRANTIES AND COVENANTS (a) Property Sold As-Is. Except with respect to Seller's representations, warranties and covenants contained in this Agreement and the conveyance deed, Buyer will acquire and accept the Property in its then-existing condition on an "AS IS, WHERE IS,AND WITH ALL FAULTS" basis, and Buyer will not rely upon any representations or warranties made by Seller or its representatives or agents prior to the Effective Date concerning or with respect to the Property. (b) Seller's Representations and Warranties. Seller represents and warrants to Buyer that the statements in this Section 5(b) are correct in all material respects as of the Effective Date, and will be correct in all material respects as of the Closing Date, excluding any matters beyond Seller's control (and matters made, done or approved by Buyer). i. Authority. Seller, and the person(s) signing on behalf of Seller, have full power and authority to execute this Agreement and perform Seller's obligations hereunder, and any entity action necessary to authorize this transaction has been taken. ii. Title. Seller has fee simple title to the Property and the right to sell the Property that is free and clear of any matters that would prevent the sale of the Property as set forth in this Agreement. iii. No Insolvency. No proceedings under any bankruptcy or insolvency laws have been commenced by Seller (or to Seller's knowledge, against Seller). iv. No Litigation. To Seller's knowledge, there are no pending or threatened lawsuits involving Seller or the Property that may materially adversely affect Seller's ability to perform its obligations under this Agreement. V. No Violation. Seller has not received written notice the current use or condition of the Property is in violation of applicable law. vi. No Liens. All parties who have supplied or will supply labor, materials and equipment to the Property have been paid in full or will be paid in full at or before closing, and there are no claims of or threats of a lien of any type on the Property (whether or not perfected, other than inchoate mechanic's liens existing as a matter of law, but which shall be paid in full at or before closing). vii. Non-Foreign Person Status. Seller is not a "foreign person" under Section 1445(f) of the Internal Revenue Code of 1986, as amended, and is not subject to withholding under Idaho laws. Seller, and the owners of Seller, are not prohibited or restricted persons under any executive order. (c) Seller's Property Covenants. From the Effective Date to the Closing Date: (a) Seller will maintain the Property in a normal manner and consistent with Seller's current practices; (b) Seller will not PURCHASE AND SALE AGREEMENT Page 5 of 45 enter into any other new leases, occupancy agreements, contracts, amendments or agreements which will extend beyond the Closing Date without Buyer's prior written consent; and (c)Seller will not create any right, encumbrance or easement on the Property without Buyer's prior consent. (d) Buyer's Representations and Warranties. Buyer represents and warrants to Seller that the statements in this Section 5(d) are correct in all material respects as of the Effective Date, and will be correct in all material respects as of the Closing Date, excluding any matters beyond Buyer's control (and matters made, done or approved by Seller). i. Authority. Buyer, and the person(s) signing on behalf of Buyer, have full power and authority to execute this Agreement and perform Buyer's obligations hereunder, and any entity action necessary to authorize this transaction has been taken. ii. No Insolvency. No proceedings under any bankruptcy or insolvency laws have been commenced by Buyer (or to Buyer's knowledge, against Buyer). iii. No Litigation. To Buyer's knowledge, there are no pending or threatened lawsuits involving Buyer that may materially adversely affect Buyer's ability to perform its obligations under this Agreement. 6. NOTICES. All notices required or permitted to be given pursuant to this Agreement must be in writing and may be delivered by hand delivery, electronic mail or any other reasonable delivery method to the other party at the applicable addresses set forth on the Signature Page to this Agreement. Any notice delivered by other than hand delivery or electronic mail must also be concurrently sent to each receiving party by electronic mail (if an electronic mail address is provided for the recipient party). The addresses may be changed from time to time by written notice. Notices will be deemed received upon the earlier of actual receipt (regardless of the method of delivery) or the first attempted delivery if receipt is refused. 7. BROKERAGE. The RESPONSIBLE BROKER in this transaction is Mark Bottles, Designated Broker for Mark Bottles Real Estate Services, LLC. Selling N/A Listing Broker: Broker: Mark Bottles Real Estate Services Agent: Agent: Mark Bottles Address: Address: 839 S. Bridgeway Place Eagle, ID 83616 Phone: Phone: (208) 377-5700 Email: Email: mark@markbottles.com Except as expressly set forth above, the parties agree that no other broker or agent was the procuring cause of the transaction contemplated by this Agreement, and each of the parties represents and warrants to the other that it has not incurred and will not incur any liability for finder's or brokerage fees or commissions in connection with this Agreement. Buyer and Seller each agree to protect, defend, indemnify and hold harmless the other,their respective successors and assigns,from and against any and all obligations, costs, expenses, and liabilities including, without limitation, all reasonable attorneys' fees and court costs, arising out of or relating to any claim for finder's or brokerage fees or commissions or PURCHASE AND SALE AGREEMENT Page 6 of 45 other such compensation resulting from their respective dealings in connection with the transaction completed by this Agreement. Check one (1) box in Section 1 and one (1) box in Section 2 below to confirm that in this transaction, the brokerage(s) involved had the following relationship(s)with the Buyer and Seller, respectively: Section 1: ❑ A.The brokerage working with the Buyer(s) is acting as an AGENT for Buyer(s). ❑ B. The brokerage working with the Buyer(s) is acting as a LIMITED DUAL AGENT for Buyer(s), without an ASSIGNED AGENT. ❑ C. The brokerage working with the Buyer(s) is acting as a LIMITED DUAL AGENT for Buyer(s) and has an ASSIGNED AGENT acting solely on behalf of the Buyer(s). © D.The brokerage working with the Buyer(s) is acting as a NONAGENT for Buyer(s). Section 2: X❑ A.The brokerage working with Seller(s) is acting as an AGENT for Seller(s). ❑ B. The brokerage working with Seller(s) is acting as a LIMITED DUAL AGENT for Seller(s), without an ASSIGNED AGENT. ❑ C. The brokerage working with Seller(s) is acting as a LIMITED DUAL AGENT for Seller(s) and has an ASSIGNED AGENT acting solely on behalf of the Seller(s). ❑ D.The brokerage working with the Seller(s) is acting as a NONAGENT for Seller(s). Each party signing this Agreement confirms that such party has received, read and understood the Agency Disclosure Brochure adopted or approved by the Idaho Real Estate Commission, and has consented to the relationship confirmed above. In addition, each party confirms that the Selling/Listing Broker's agency office policy was made available for inspection and review. Each party understands that such party is a "Customer," and is not represented by a brokerage unless there is a signed written agreement for agency representation. 8. DONATION. Buyer and Seller acknowledge that the Purchase Price is less than the fair market value of the Property and was negotiated with the donative intent of assisting Buyer in developing a regional park. Under the Internal Revenue Code, Seller may be entitled to claim an income tax deduction for the difference between the fair market value of the Property and the discounted Purchase Price of the Property.Seller shall be solely responsible for determining whether Seller is entitled to said tax deduction. Buyer shall cooperate with Seller by providing reasonable supporting documentation as may be required by the Internal Revenue Service, including execution of an IRS Form 8283 upon completion of an appraisal of the Property as of the Closing Date. Notwithstanding anything herein to the contrary, Buyer's use and ownership of the Property shall not be restricted by Seller. Buyer shall retain full discretion regarding the use of the Property and ownership of the Property. 9. MISCELLANEOUS (a) Binding Effect. This Agreement will bind, and inure to the benefit of, the parties and their respective successors and assigns. Buyer will have the right to assign this Agreement without Seller's consent. PURCHASE AND SALE AGREEMENT Page 7 of 45 (b) Modifications. This Agreement cannot be changed orally, and no agreement will be effective to waive, change, modify or discharge it in whole or in part unless such agreement is in writing and is signed by the parties against whom enforcement of any such change is sought. (c) Time.Time is of the essence in every provision of this Agreement.The term "business day' means any day which is not a Saturday, Sunday or legal holiday in Idaho (i.e., Idaho Code § 73-108). If this Agreement specifies that a time period expires or that an action must be taken on a date which is not a business day, then the date will be deemed extended to the next succeeding day which is a business day, and any successive time periods will be deemed extended accordingly. (d) Construction. The words "including" will be construed to include "without limitation." Any term defined in the singular may be used in the plural, and vice versa. If any provision of this Agreement is declared invalid or is unenforceable for any reason, such provision will be deleted from this Agreement and it will not invalidate any other provision contained in this Agreement. All exhibits hereto are incorporated herein. (e) No Merger; Survival. The terms of this Agreement will not merge into closing or with the conveyance deed(s)for the Property, but will instead survive closing or termination (except as may be otherwise provided in this Agreement). (f) Governing Law.This Agreement will be construed and interpreted in accordance with, and will be governed by,the laws of the State of Idaho. (g) Attorneys' Fees. In the event that either party files any action to interpret or enforce this Agreement, the prevailing party in the action will be entitled to attorneys' fees and litigation expenses. (h) Execution; Counterparts. This Agreement may be executed electronically (e.g., DocuSign or equivalent) or in counterparty,which counterparts may also be delivered by.pdf.All counterparts will constitute one contract, binding on all parties, even though all parties are not signatory to the same counterpart, or the signatures are not original signatures to the same agreement. (i) Tax Deferred Exchange. Buyer and Seller acknowledge that either party may wish to structure this transaction as a tax deferred exchange of like-kind property within the meaning of Section 1031 of the Internal Revenue Code. Each party agrees to reasonably cooperate with the other party to effect such an exchange; provided, however,that(i)the cooperating party shall not be required to acquire or take title to any exchange property, (ii) the cooperating party shall not be required to incur any expenses or liability whatsoever in connection with the exchange, (iii) no substitution of the effectuating party shall release said party from any of its obligations, warranties or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement by the effectuating party, its successors or assigns, and (iv)the effectuating party shall give the cooperating party at least five (5) business days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the escrow. [ End of text;Signature page follows] PURCHASE AND SALE AGREEMENT Page 8 of 45 SIGNATURE PAGE Effective Date: The "Effective Date" will mean the date of execution (and delivery of the fully executed Agreement to the first party to sign) by the last party to sign this Agreement. DATED effective as of the Effective Date. "Buyer" City of Meridian, an Idaho municipal corporation By: Name: Robert E.Simison Title: Mayor Date: ATTEST: By: Name: Chris Johnson,City Clerk Date: Email address for notices: ciohnsonOmeridiancitv.ore;cityattorney@meridiancity.org "Seller" Owyhee Holdings, LLC By: Idaho Holdings, LLC Its: Manager ,�J By: Name: Mark Bottles Title:Date: K Magqpaggr 2oIr Email address for notices: markCa markbottles.com;emilv@markbottles.com [ ] Seller holds an Idaho Real Estate License [X] Seller is related to Broker PURCHASE AND SALE AGREEMENT Page 9 of 45 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY A parcel of land situated in a portion of the East 1/2 of the Northwest 1/4 and a portion of the West 1f 2 of the Northeast 114 all in Section 31,Township 4 North,Range 1 West,B,M,,Ada County,Idaho and being more particularly described as follows: Commencing at an aluminum cap marking the northwest corner of said Section 31,which bears N00°41'26"E a distance of 2,648.22 feet from an aluminum cap marking the west 1/4 corner of said Section 31,thence following the westerly line of said Government Lot 1,S00'41'26"W a distance of 114.94 feet to a point on the southerly right-of-way line of the Five Mile drain; Thence leaving said westerly line and following said southerly right-of-way line the following five(5) courses: 1. S81°40'25"E a distance of 105.22 feet to a 5/8-inch rebar; 2. S81°01'15"E a distance of 66.90 feet to a 5/8-inch rebar; 3. 565°03'47"E a distance of 1,107.27 feet to a 5/6-inch rebar; 4. 173.51 feet along the arc of a curve to the left,said curve having a radius of 480.00 feet,a delta angle of 20°42'42",a chord bearing of S75"25'08"E and a chord distance of 172.57 feet to a 518- inch rebar; 5. S8546'29"E a distance of 542.57 feet to a 5/8-inch rebar and being the POINT OF BEGINNING. Thence following said southerly right-of-way line the following four(4)courses: 1. S85°46'29"E a distance of 605.81 feet to a 5/8-inch rebar; 2. 47.39 feet along the arc of a curve to the right,said curve having a radius of 70.00 feet,a delta angle of 3847'14",a chord bearing of 566°22'51"E and a chord distance of46.49 feet to a 5/8- inch rebar; 3. 546"59'14"E a distance of 1,160.79 feet; 4. S60'37'31"E a distance of 61.74 feet to the westerly line of the"Intermountain Gas Parcel"as shown on Record of Survey No.8172{Instrument Na.107169827,records of Ada County, Idahob Thence leaving said southerly right-of-way line and following the westerly lines of the"Intermountain Gas Parcel"and the"Williams Parcel"as shown on said Record of Survey,S00"05'41"W a distance of 337.59 feet to a 1/2-inch rebar; Thence leaving said westerly lines and following the southwesterly line of said"W11liams Parcel", 537"40'24"E a distance of 102.36 feet to a 5/84nch rebar on the northerly right-of-way line of Phyllis Canal{said right-of-way line is 50-ft north of the Phyllis Canal centerline]; Thence leaving said southwesterly line and following said northerly right-of-way line the following three (3)courses: 1. 559.78 feet along the arc of a curve to the right,said curve having a radius of 655.59 feet,a delta angle of 48455'21",a chord bearing of S51°52'35"W and a chord distance of 542.93 feet to a 5/8-inch rebar; 2. 577°46'13"W a distance of 71.28 feet to a 5/8-inch rebar; 3. S82°33'29"W a distance of 272.83 feet to a 5/8-inch rebar; Thence leaving said northerly right-of-way line, 124.23 feet along the arc of a curve to the lett,said curve having a radius of 566.50 feet,a delta angle of 12"33'S3",a chord hearing of N42"52'45"W and a chord distance of 123.99 feet to a 5/8-inch rebar; Thence N49°09'42"W a distance of 584.13 feet; Thence N10°08'24"1"a distance of 240.00 feet; Thence N85'05'08"W a distance of 259.62 feet; Thence 359.26 feet along the are of a curve to the right,said curve having a radius of 600.00 feet,a delta angle of 34`18'25",a chord bearing of N16'58'13"W and a chord distance of 353.92 feet to a 5/8-inch rebar; Thence N00°10'59"E a distance of 619.79 feet to the POINT 4F BEGINNING. Said parcel contains a total of 39.911 acres, more or Jess. PURCHASE AND SALE AGREEMENT Page 10 of 45 EXHIBIT B South Collector Road Easement Agreement When Recorded Return To: SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY SOUTH COLLECTOR ROAD EASEMENT AGREEMENT THIS SOUTH COLLECTOR ROAD EASEMENT AGREEMENT(this"Agreement")is made and entered as of _,2025 (the"Effective Date"), by and between Owyhee Holdings,LLC, an Idaho limited liability company("Owyhee"),and the City of Meridian,an Idaho municipal corporation(the "City"). Owyhee and the City may each be referred to individually as a "Party" and collectively as the "Parties." RECITALS A. Owyhee owns that certain approximately 48-acre parcel of real property located in Ada County,Idaho,legally described in Exhibit A,and depicted on Exhibit C,attached hereto and incorporated herein (the "Owyhee Property"). Owyhee also owns that approximately 33-acre parcel of real property northeast of the Owyhee Property, which is approximately depicted on Exhibit C (the "McMillan Property"). B. Prior to the execution of this Agreement,Owyhee sold to the City,and the City now owns, that certain approximately 40.8-acre parcel of real property located in Ada County,Idaho,which is adjacent and to the east of the Owyhee Property, legally described in Exhibit B, and approximately depicted on Exhibit C, attached hereto and incorporated herein (the "City Property"). The City intends to develop a regional park on the City Property. C. A collector road is planned to be constructed on the McMillan Property, the Owyhee Property, and the City Property, which collector road shall run from McMillan Road on the north to approximately the southern boundary of the Owyhee Property on the south(the"Collector Road"). D. Owyhee and the City each desire to grant to the other Party an easement and right-of-way over each Party's respective property for the purpose of accessing, establishing, locating, and constructing a portion of the Collector Road running from Five Mile Creek on the north to approximately the southern boundary of the Owyhee Property on the south,which shall have as its center line the boundary line between the City Property and the Owyhee Property (the "South Collector Road"), and such additional roadway improvements as may be required by the Ada County Highway District ("ACHD") or any other governmental entity having jurisdiction over the Collector Road(the"Additional Improvements"),on the terms and conditions provided herein. Owyhee and the City have entered into a separate North Collector Road Easement Agreement of even day herewith for the construction of that portion of the Collector Road PURCHASE AND SALE AGREEMENT Page 11 of 45 that will run from McMillan Road on the north to Five Mile Creek on the south (the "North Collector Road"),on the terms and conditions contained therein. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Grant of Easement. a. Owyhee hereby grants to the City a nonexclusive easement and right-of-way over, under,on, and in that portion of the Owyhee Property approximately depicted on Exhibit C that comprises half of the width of the South Collector Road and an additional twenty (20) feet to the west thereof(the "Owyhee Easement Area"), so that the City and its representatives, employees, agents, and contractors may locate, establish, construct, and access the South Collector Road and the Additional Improvements (the"Owyhee Easement"). b. The City hereby grants to Owyhee a nonexclusive easement and right-of-way over, under,on, and in that portion of the City Property approximately depicted on Exhibit C that comprises half of the width of the South Collector Road and an additional twenty(20) feet to the east thereof(the "City Easement Area" and, with the Owyhee Easement Area, the "Easement Areas"), so that Owyhee and its representatives, employees, agents, and contractors may locate, establish, construct, and access the South Collector Road and the Additional Improvements (the"City Easement" and,with the Owyhee Easement, the"Easements"). c. In furtherance of the foregoing permitted use,the City and Owyhee shall each have the right to enter upon their respective Easement Areas to conduct activities permitted by the Easements, and (ii)to trim or remove bushes,trees,undergrowth,and other obstructions located in the Easement Areas,but only to the extent necessary to exercise that Party's rights hereunder, provided, however, each Party will use reasonable efforts to limit damage to mature trees and other major landscaping in and around the Easement Areas.Upon commencement of the activities permitted by the Easements in the Easement Areas, each Party will diligently perform such activities until completion thereof.Upon completion of each Party's activities,such Party will diligently restore any damage to the affected areas such that they are substantially returned to their prior condition (including the repair and replacement of ordinary landscaping, paving, irrigation sprinklers, and similar features in the Easement Areas). 2. Granting Party's Use of Easement Areas. Owyhee may use the Owyhee Easement Area and the City may use the City Easement Area for any purpose or purposes provided that such use does not materially or unreasonably interfere with the Easements. 3. Design and Construction of the South Collector Road and Additional Improvements. At such time as either Owyhee develops the Owyhee Property or the City develops the City Property, whichever occurs first, such developing property owner (the "Developing Party"), may, at its own cost and expense, establish, locate, design, and construct all or a portion of the South Collector Road and the Additional Improvements on the Developing Party's respective property and Easement Area. The design of the South Collector Road and Additional Improvements shall be done (a)by an Idaho licensed engineer and(b)in accordance with(i)all ACHD requirements,(ii)all applicable federal,state,and local laws,rules, regulations, ordinances, and building codes, and(iii)all covenants, conditions,restrictions, and easements of record. PURCHASE AND SALE AGREEMENT Page 12 of 45 4. Dedication. Upon completion of the construction of the South Collector Road and any Additional Improvements, the Parties agree that the Developing Party shall dedicate the South Collector Road and any Additional Improvements to ACHD,which shall thereafter be responsible for all operation, maintenance,repair,and replacement activities and costs associated with the South Collector Road and the Additional Improvements. If required, the non-developing Party shall, along with the Developing Party, dedicate the South Collector Road and any Additional Improvements to ACHD. 5. Duration; Binding Effect. a. The Easements shall automatically terminate upon dedication of the South Collector Road and any Additional Improvements to ACHD. Upon termination of the Easements, the Parties shall record a duly executed and notarized instrument in the real property records of Ada County, Idaho, terminating the Easements and this Agreement and,upon such recording,the Parties shall be relieved of all obligations hereunder. b. Unless and until terminated as provided herein,the rights and interests granted in this Agreement shall be appurtenant to and run with the lands described herein as the Owyhee Easement Area, the City Easement Area, the Owyhee Property, and the City Property, shall automatically pass with the titles to the Owyhee Easement Area,the City Easement Area,the Owyhee Property, and the City Property, and shall not be separated from the title to the Owyhee Easement Area,the City Easement Area,the Owyhee Property, and the City Property. 6. Rights of Others. The Easements are subject to matters of record and matters appearing on the Owyhee Easement Area and the City Easement Area as of the Effective Date,including the easement rights of others,if any.The Parties may grant future rights over the Easement Areas to others provided that such rights are subject to this Agreement and the exercise of such rights does not interfere with the continuing operation of the South Collector Road or any Additional Improvements, interfere with the dedication of the South Collector Road and any Additional Improvements to ACHD, or otherwise unreasonably interfere with the exercise of the Parties' rights under the this Agreement. 7. Indemnification. Each Party (an "Indemnifying Party") hereby releases, indemnifies, defends, and holds the other Party and that Party's employees, agents, representatives, successors, and assigns harmless from any claims, liability, losses,costs,charges, debts,obligations,demands,or expenses (including reasonable attorneys' fees and litigation expenses) arising out of or resulting from the Indemnifying Party's use of the Easements,but only to the extent that such matters do not result from the negligence or intentional misconduct of the other Party or the other Party's employees, agents, or representatives. 8. Recordation. This Agreement shall be recorded in the real property records of Ada County,Idaho. 9. Not a Public Dedication. Nothing herein contained shall be deemed to be a grant or dedication of any portion of the lands identified herein to the general public, it being the intention of the Parties that this Agreement and the easements granted herein shall be strictly limited to and for the purposes herein expressed. 10. Attorneys' Fees. If any controversy, claim, or action is filed or instituted to enforce the terms and conditions of this Agreement or arises from the breach of any provision hereof, the prevailing Party shall be entitled to receive from the other Party all costs,damages,and expenses,including reasonable attorneys' fees,incurred by the prevailing Party. PURCHASE AND SALE AGREEMENT Page 13 of 45 11. Notice. All notices required hereunder shall be given in writing and shall be deemed properly served or delivered to the Parties at the addresses set forth below or at other such addresses as may be specified from time to time: (a)if delivered in person,or by facsimile transmission with confirmation of receipt; (b) upon deposit for overnight delivery with any reputable overnight courier service, delivery confirmation requested; (c) if sent via the U.S. Postal Service, registered or certified mail, five (5) days after being deposited with sufficient postage; or(d)by sending of electronic mail. 12. General. This Agreement is the entire agreement between the Parties with respect to the matters covered hereby and supersedes all prior agreements between them,written or oral. All Recitals and Exhibits to this Agreement are hereby incorporated by reference as if set forth herein.The Parties agree that the facts set forth in the Recitals above are true and correct. However, in the event of a conflict between such Recitals and the terms of this Agreement,the terms of this Agreement shall control. Any reference to "including" will be construed to include "but not limited to." 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. Except for a termination as provided in Section 5,this Agreement may be amended only by written agreement executed by both Parties.No waiver of any right or remedy in the event of default hereunder shall constitute a waiver of such right or remedy in the event of any subsequent default. The laws of the State of Idaho shall govern this Agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. The headings of the several sections contained herein are for convenience only and do not explain, define, limit, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Agreement. [SIGNATURE PAGES AND EXHIBITS TO APPEAR IN FINAL DOCUMENT] PURCHASE AND SALE AGREEMENT Page 14 of 45 EXHIBIT C NORTH COLLECTOR ROAD EASEMENT AGREEMENT When Recorded Return To: SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY NORTH COLLECTOR ROAD EASEMENT AGREEMENT THIS NORTH COLLECTOR ROAD EASEMENT AGREEMENT (this "Agreement") is made and entered as of _, 2025 (the"Effective Date"), by and between Owyhee Holdings, LLC, an Idaho limited liability company ("Owyhee"), and the City of Meridian, an Idaho municipal corporation (the "City"). Owyhee and the City may each be referred to individually as a "Party" and collectively as the"Parties." RECITALS E. Owyhee owns that certain approximately 33-acre parcel of real property located in Ada County,Idaho,legally described in Exhibit A,and depicted on Exhibit C,attached hereto and incorporated herein (the "Owyhee Property"). Owyhee also owns that approximately 48-acre parcel of real property southwest of the Owyhee Property, which is approximately depicted on Exhibit C (the "Can Ada Property"). F. Prior to the execution of this Agreement,Owyhee sold to the City,and the City now owns, that certain approximately 40.8-acre parcel of real property located in Ada County,Idaho,which is adjacent and to the south of the Owyhee Property, legally described in Exhibit B, and approximately depicted on Exhibit C, attached hereto and incorporated herein (the "City Property"). The City intends to develop a regional park on the City Property. G. A collector road is planned to be constructed on the Owyhee Property, the Can Ada Property, and the City Property, which collector road shall run from McMillan Road on the north to approximately the southern boundary of the Owyhee Property on the south(the"Collector Road"). H. Owyhee desires to grant to the City an easement and right-of-way over the Owyhee Property for the purpose of accessing, establishing, locating, and constructing a portion of the Collector Road running from McMillan Road on the north to Five Mile Creek on the south, which shall be located along the western boundary of the Owyhee Property(the"North Collector Road")and(1)such additional roadway improvements as may be required by the Ada County Highway District ("ACHD") or any other governmental entity having jurisdiction over the North Collector Road and(2)sewer facilities,utilities,and other such improvements (collectively, the "Additional Improvements"), on the terms and conditions provided herein. Owyhee and the City have entered into a separate South Collector Road Easement Agreement of even day herewith for the construction of that portion of the Collector Road that will run PURCHASE AND SALE AGREEMENT Page 15 of 45 from Five Mile Creek on the north to approximately the southern boundary of the Can Ada Property on the south(the"South Collector Road"), on the terms and conditions contained therein. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 13. Grant of Easement. a. Owyhee hereby grants to the City a nonexclusive easement and right-of-way over, under,on, and in that portion of the Owyhee Property approximately depicted on Exhibit C that comprises the entire width of the North Collector Road and an additional twenty (20) feet on each side thereof(the "Easement Area"),so that the City and its representatives,employees,agents,and contractors may locate, establish, construct, and access the North Collector Road and the Additional Improvements (the "Easement"). b. In furtherance of the foregoing permitted use,the City shall have the right to enter upon the Easement Area to conduct activities permitted by the Easement,and(ii)to trim or remove bushes,trees, undergrowth, and other obstructions located in the Easement Area, but only to the extent necessary to exercise the City's rights hereunder,provided,however,the City will use reasonable efforts to limit damage to mature trees and other major landscaping in and around the Easement Area.Upon commencement of the activities permitted by the Easement in the Easement Area,the City will diligently perform such activities until completion thereof. Upon completion of the City's activities, the City will diligently restore any damage to the affected areas such that they are substantially returned to their prior condition(including the repair and replacement of ordinary landscaping, paving, irrigation sprinklers, and similar features in the Easement Area). 14. Owyhee's Use of Easement Areas. Owyhee may use the Easement Area for any purpose or purposes provided that such use does not materially or unreasonably interfere with the Easement. 15. Design and Construction of the North Collector Road and Additional Improvements. Either the City or Owyhee(the"Developing Party")may, at that Party's option, establish, locate, design, and construct all or part of the North Collector Road and any associated Additional Improvements on the Easement Area. The design of the North Collector Road and Additional Improvements shall be done(a)by an Idaho licensed engineer and(b)in accordance with(i)all ACHD requirements,(ii)all applicable federal, state, and local laws, rules,regulations, ordinances,and building codes, and(iii)all covenants, conditions, restrictions, and easements of record. 16. Dedication. Upon completion of the construction of the North Collector Road and any Additional Improvements, the Parties agree that the Developing Party shall dedicate the North Collector Road and any Additional Improvements to ACHD,which shall thereafter be responsible for all operation, maintenance,repair,and replacement activities and costs associated with the North Collector Road and the Additional Improvements. If required, the non-developing Party shall, along with the Developing Party, dedicate the North Collector Road and any Additional Improvements to ACHD. 17. Duration; Binding Effect. a. The Easement shall automatically terminate upon dedication of the North Collector Road and any Additional Improvements to ACHD.Upon termination of the Easement,the City shall record PURCHASE AND SALE AGREEMENT Page 16 of 45 a duly executed and notarized instrument in the real property records of Ada County, Idaho, terminating the Easement and this Agreement and,upon such recording,the Parties shall be relieved of all obligations hereunder. b. Unless and until terminated as provided herein,the rights and interests granted in this Agreement shall be appurtenant to and run with the lands described herein as the Easement Area and the City Property, shall automatically pass with the titles to the Easement Area and the City Property,and shall not be separated from the title to the Easement Area and the City Property. 18. Rights of Others. The Easement is subject to matters of record and matters appearing on the Easement Area as of the Effective Date, including the easement rights of others, if any. Owyhee may grant future rights over the Easement Area to others provided that such rights are subject to this Agreement and the exercise of such rights does not interfere with the continuing operation of the North Collector Road or any Additional Improvements, interfere with the dedication of the North Collector Road and any Additional Improvements to ACHD, or otherwise unreasonably interfere with the exercise of the City's rights under the this Agreement. 19. Indemnification. The City hereby releases, indemnifies, defends, and holds Owyhee and that Owyhee's employees, agents, representatives, successors, and assigns harmless from any claims, liability, losses, costs, charges, debts, obligations, demands, or expenses (including reasonable attorneys' fees and litigation expenses)arising out of or resulting from the City's use of the Easement,but only to the extent that such matters do not result from the negligence or intentional misconduct of Owyhee or Owyhee's employees, agents, or representatives. 20. Recordation. This Agreement shall be recorded in the real property records of Ada County,Idaho. 21. Not a Public Dedication. Nothing herein contained shall be deemed to be a grant or dedication of any portion of the lands identified herein to the general public, it being the intention of the Parties that this Agreement and the easements granted herein shall be strictly limited to and for the purposes herein expressed. 22. Attorneys' Fees. If any controversy, claim, or action is filed or instituted to enforce the terms and conditions of this Agreement or arises from the breach of any provision hereof, the prevailing Party shall be entitled to receive from the other Party all costs,damages,and expenses,including reasonable attorneys' fees,incurred by the prevailing Party. 23. Notice. All notices required hereunder shall be given in writing and shall be deemed properly served or delivered to the Parties at the addresses set forth below or at other such addresses as may be specified from time to time: (a)if delivered in person, or by facsimile transmission with confirmation of receipt; (b) upon deposit for overnight delivery with any reputable overnight courier service, delivery confirmation requested; (c) if sent via the U.S. Postal Service, registered or certified mail, five (5) days after being deposited with sufficient postage; or(d)by sending of electronic mail. 24. General. This Agreement is the entire agreement between the Parties with respect to the matters covered hereby and supersedes all prior agreements between them,written or oral. All Recitals and Exhibits to this Agreement are hereby incorporated by reference as if set forth herein. The Parties agree that the facts set forth in the Recitals above are true and correct. However, in the event of a conflict between such Recitals and the terms of this Agreement,the terms of this Agreement shall control. Any reference to "including" will be construed to include "but not limited to." This Agreement may be executed in counterparts, each of which is deemed an original but all of which constitute one and the same instrument; PURCHASE AND SALE AGREEMENT Page 17 of 45 the signature pages may be detached from each counterpart and combined into one instrument. Except for a termination as provided in Section 5,this Agreement may be amended only by written agreement executed by both Parties.No waiver of any right or remedy in the event of default hereunder shall constitute a waiver of such right or remedy in the event of any subsequent default. The laws of the State of Idaho shall govern this Agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. The headings of the several sections contained herein are for convenience only and do not explain, define, limit, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Agreement. [SIGNATURE PAGES AND EXHIBITS TO APPEAR IN FINAL DOCUMENT] PURCHASE AND SALE AGREEMENT Page 18 of 45 EXHIBIT D Sewer and Temporary Access Easement When Recorded Return To: SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY SEWER AND TEMPORARY ACCESS EASEMENT AGREEMENT THIS SEWER AND TEMPORARY ACCESS EASEMENT AGREEMENT (this "Agreement") is made and entered as of _, 2025 (the "Effective Date"), by and between Owyhee Holdings,LLC,an Idaho limited liability company("Owyhee"),and the City of Meridian,an Idaho municipal corporation (the "City"). Owyhee and the City may each be referred to individually as a "Party" and collectively as the"Parties." RECITALS I. Owyhee owns that certain approximately 47.8-acre parcel of real property located in Ada County,Idaho, legally described in Exhibit A,and depicted on Exhibit C,attached hereto and incorporated herein(the"Owyhee Property"). J. Prior to the execution of this Agreement,Owyhee sold to the City,and the City now owns, that certain approximately 40.2-acre parcel of real property located in Ada County,Idaho,which is adjacent and to the east of the Owyhee Property and legally described in Exhibit B, and depicted on Exhibit C, attached hereto and incorporated herein(the"City Property").The City intends to develop a regional park on the City Property. K. Owyhee desires to grant to the City (1) an easement and right-of-way over the Owyhee Property for the purpose of locating, establishing, constructing, using, accessing, operating, maintaining, repairing, and replacing a sewer line and related sub-surface equipment and facilities associated therewith, and(2) a temporary easement and right-of-way over the Owyhee Property for the purpose of accessing the City Property for agricultural and emergency purposes, pursuant to the terms and conditions provided herein. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 25. Grant of Easement. PURCHASE AND SALE AGREEMENT Page 19 of 45 a. Owyhee hereby grants to the City a nonexclusive easement and right-of-way over, under, on, and in that portion of the Owyhee Property approximately depicted on Exhibit C (the "Sewer Easement Area"), so that the City and its representatives, employees, agents, and contractors may locate, establish, construct, access,use, operate,maintain,repair, and replace a sewer line and related sub-surface equipment and facilities(collectively,the"Sewer Line")serving the City Property and connecting the City Property to that certain lift station located in the northwest corner of the Owyhee Property (the "Sewer Easement"). The Sewer Easement shall be twenty (20) feet wide or of such other dimensions as is reasonably necessary for the City to locate, establish, construct, access,use, operate, maintain,repair, and replace the Sewer Line. b. Owyhee hereby grants to the City a temporary, 20-foot-wide, nonexclusive easement and right-of-way on, over, through, and across that portion of the Owyhee Property generally depicted on Exhibit C (the "Access Easement Area" and, together with the Sewer Easement Area, the "Easement Areas"), for the purpose of vehicular ingress and egress to and from the City Property for agricultural and emergency purposes on the City Property(the"Access Easement"and,together with the Sewer Easement, the"Easements"). c. In furtherance of the foregoing permitted use, the City shall have the right to (i) enter upon the Easement Areas to conduct activities permitted by the Easements, and (ii) to trim or remove bushes, trees, undergrowth, and other obstructions located in the Easement Areas, but only to the extent necessary to exercise the City's rights hereunder,provided,however,the City will use reasonable efforts to limit damage to mature trees and other major landscaping in and around the Easement Areas. Upon commencement of maintenance, repair, or construction activities in the Easement Areas, the City will diligently perform the activities until completion thereof. Upon completion of the activities, the City will diligently restore any damage to the affected areas such that they are substantially returned to their prior condition(including the repair and replacement of ordinary landscaping,paving, irrigation sprinklers, and similar features in the Easement Areas). 26. Owyhee's Use of Easement Areas. Owyhee may use the Easement Areas for any purpose or purposes provided that such use does not materially or unreasonably interfere with the Easements. 27. Operation and Maintenance; Costs. The City, at its sole cost and expense, shall be responsible for all construction, installation, access, use, operation, maintenance, repair, and replacement activities and costs associated with the Easements. The City and its representatives, employees, agents, tenants,and contractors shall comply with all laws, statutes,rules,and regulations pertaining to any and all construction,installation,access,use,operation,maintenance,repair,and replacement activities undertaken in the Easement Areas. 28. Duration; Binding Effect. a. The Sewer Easement shall terminate if,prior to the installation of the Sewer Line, (i) the City connects the City Property to sewer facilities located in the area marked "Alternate Sewer" on Exhibit C or (ii) reasonable access to sewer facilities for the City Property are otherwise provided to the City, including from elsewhere on the Owyhee Property. The Sewer Easement will become permanent if and when the City installs the Sewer Line in the Sewer Easement Area. b. The City agrees to terminate the Sewer Easement if the City abandons the Sewer Line, which is defined as the City's cessation of any use of the Sewer Line for its intended purpose and the City's failure to maintain the Sewer Line for a continuous period of five (5)years or longer. If Owyhee believes that the City has abandoned or intends to abandon the Sewer Line,then Owyhee may request that the City terminate the Sewer Easement, and the City agrees to so terminate the Sewer Easement of record as PURCHASE AND SALE AGREEMENT Page 20 of 45 provided herein with reasonable promptness unless the City resumes use of the Sewer Line for its intended purpose within one(1)year of the City's receipt of Owyhee's abandonment notice. c. The Access Easement shall terminate upon the first to occur of(i) the collector road between the Owyhee Property and the City Property is built and dedicated to the Ada County Highway District or(ii)Owyhee provides alternate reasonable,legal access from the City Property to Can Ada Road across the Owyhee Property. d. Notwithstanding the foregoing, the Easements may be terminated by the City at any time by recording a duly executed and notarized instrument in the real property records of Ada County, Idaho. e. Upon termination of the Sewer Easement,the Access Easement,or both,the City shall record a duly executed and notarized instrument in the real property records of Ada County, Idaho, terminating the Sewer Easement,the Access Easement,or both, and,upon such recording,the Parties shall be relieved of all obligations hereunder. If and when both Easements are terminated of record as provided herein, this Agreement shall be automatically terminated with no need for further recording of any instrument in the real property records of Ada County,Idaho. £ Unless terminated as provided herein,the rights and interests granted in this Agreement shall be appurtenant to and run with the lands described herein as the Sewer Easement Area, the Access Easement Area, and the City Property, shall automatically pass with the titles to the Sewer Easement Area, the Access Easement Area, and the City Property, and shall not be separated from the title to the Sewer Easement Area,the Access Easement Area, and the City Property. 29. Odor Mitigation Covenant.The City covenants that it will design,construct,and operate the Sewer Line in accordance with then-current best practices for the mitigation and management of odor and odor-causing conditions. If Owyhee notifies the City that the Sewer Line is producing odors that Owyhee reasonably finds objectionable, then the City will take commercially reasonable measures in accordance with then-current best practices to mitigate the objectionable orders. 30. Dedication.Upon completion of the construction of the Sewer Line in the Sewer Easement Area, the Parties agree that the Sewer Line shall be owned by the City of Meridian and that the City of Meridian's Public Works Department shall be responsible for all operation, maintenance, repair, and replacement activities and costs associated with the Sewer Line. 31. Rights of Others. The Easements are subject to matters of record and matters appearing on the Easement Areas as of the Effective Date, including the easement rights of others, if any. Owyhee may grant future rights over the Easement Areas to others provided that such rights are subject to this Agreement and the exercise of such rights does not interfere with the continuing operation of the Sewer Line or the City's access as provided herein, or otherwise unreasonably interfere with the exercise of the City's rights under this Agreement. 32. Indemnification. The City hereby agrees to release, indemnify, defend, and hold Owyhee and Owyhee's employees, agents, representatives, successors, and assigns harmless from any claims, liability, losses, costs, charges, debts, obligations, demands, or expenses (including reasonable attorneys' fees and litigation expenses)arising out of or resulting from the City's use of the Easements and Easement Areas,but only to the extent that such matters do not result from the negligence or intentional misconduct of Owyhee or its employees, agents,or representatives. PURCHASE AND SALE AGREEMENT Page 21 of 45 33. Recordation. This Agreement shall be recorded in the real property records of Ada County, Idaho. 34. Not a Public Dedication. Nothing herein contained shall be deemed to be a grant or dedication of any portion of the lands identified herein to the general public, it being the intention of the Parties that this Agreement and the easements granted herein shall be strictly limited to and for the purposes herein expressed. 35. Attorneys' Fees. If any controversy, claim, or action is filed or instituted to enforce the terms and conditions of this Agreement or arises from the breach of any provision hereof, the prevailing Party shall be entitled to receive from the other Party all costs,damages,and expenses,including reasonable attorneys' fees,incurred by the prevailing Party. 36. Notice. All notices required hereunder shall be given in writing and shall be deemed properly served or delivered to the Parties at the addresses set forth below or at other such addresses as may be specified from time to time: (a)if delivered in person,or by facsimile transmission with confirmation of receipt; (b) upon deposit for overnight delivery with any reputable overnight courier service, delivery confirmation requested; (c) if sent via the U.S. Postal Service, registered or certified mail, five (5) days after being deposited with sufficient postage; or(d)by sending of electronic mail. 37. General. This Agreement is the entire agreement between the Parties with respect to the matters covered hereby and supersedes all prior agreements between them,written or oral. All Recitals and Exhibits to this Agreement are hereby incorporated by reference as if set forth herein.The Parties agree that the facts set forth in the Recitals above are true and correct. However, in the event of a conflict between such Recitals and the terms of this Agreement,the terms of this Agreement shall control. Any reference to "including" will be construed to include "but not limited to." 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. Except for a termination as provided in Section 4,this Agreement may be amended only by written agreement executed by both Parties.No waiver of any right or remedy in the event of default hereunder shall constitute a waiver of such right or remedy in the event of any subsequent default. The laws of the State of Idaho shall govern this Agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. The headings of the several sections contained herein are for convenience only and do not explain, define, limit, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Agreement. [SIGNATURE PAGES AND EXHIBITS TO APPEAR IN FINAL DOCUMENT] PURCHASE AND SALE AGREEMENT Page 22 of 45 EXHIBIT E Intermountain Gas Co. Purchase and Sale Agreement CM REAL ESTATE PURCHASE AND SALE AGREEMENT THIS REAL ESTATE PURCHASE AND SALE AGREEMENT(this"Agreement")is entered into as of the Effective Date by and between Buyer and Seller. In consideration of the mutual promises set forth in this Agreement,Seller hereby agrees to sell, and Buyer hereby agrees to purchase,the Property subject to the terms set forth herein. 10. BASIC AGREEMENT TERMS h. "Effective Date" The later date of the dates that both Buyer and Seller have executed this Agreement as set forth on the Signature Page of this Agreement. i. "Buyer" Owyhee Holdings, LLC and/or Assigns j. "Seller" Intermountain Gas Company. k. "Property" That certain real property commonly known as +/- 39,616 SF Acres at TBD Can Ada Road,Ada County, ID graphically depicted and legally described on Exhibit A, attached hereto. The Property includes all right, title, and interest in the Property including all improvements and fixtures thereon,all appurtenances related thereto and all water and water rights, ditch and ditch rights appurtenant thereto. I. "Purchase Price" One Hundred Sixty Eight Thousand Six Hundred Eighty Four No/100 Dollars ($168,684.00). m. "Closing Date" April 10, 2025. Buyer shall have two (2) options to extend closing by one month per extension. First American Title Insurance Company,2150 Bonito Way,Suite 100 n. "Escrow Agent" Meridian, Idaho 83642;Attn:Tami DeJournett Albert, Escrow Officer Email: tdalbert@firstam.com PURCHASE AND SALE AGREEMENT Page 23 of 45 That certain +/-.106-acre tract of real property owned by Owyhee o. "Triangle Parcel" Holdings, LLC legally described and depicted on Exhibit B attached hereto. 11. DUE DILIGENCE (a) Property Inspections. From the Effective Date through the closing of the transaction contemplated by this Agreement(the "Closing"), Seller will allow Buyer and Buyer's surveyors,engineers, agents and representatives to have reasonable access to the Property. Buyer must coordinate all access with Seller in advance. Buyer will, at its sole expense, promptly restore any physical damage that results from any inspections conducted by or on behalf of Buyer, however, Buyer shall have no obligation to restore any damage resulting from a pre-existing condition on the Property. All inspections will be conducted at Buyer's sole expense and in accordance with all requirements of applicable law. Buyer will keep the Property free from any liens arising out of any activity by or on behalf of Buyer with respect to the Property. If such a lien is filed, then Buyer will cause the same to be promptly discharged of record. (b) Title Matters. IF desired by Buyer, Buyer may order a commitment for an owner's title insurance policy from First American Title Insurance Company. It shall be a condition to Buyer's obligations under this Agreement that the Title Company shall have agreed to issue to Buyer an ALTA standard form owner's policy of title insurance, insuring title to the Property in Buyer in the amount of the Purchase Price, subject only to the matters appearing of record on the title insurance policy. (c) Termination of Agreement. If Buyer determines, in its sole and absolute discretion, that Buyer is not satisfied with its due diligence inspection and review of the Property for any reason at any time on or before the Closing Date, Buyer may deliver a notice to Seller of its election not to proceed with the purchase of the Property, whereupon Buyer will pay Seller $100 as independent consideration for Buyer's rights under this Agreement, and neither party will have any further liability hereunder except for those obligations that expressly survive the termination of this Agreement. PURCHASE AND SALE AGREEMENT Page 24 of 45 12. CLOSING AND RELATED MATTERS (a) Escrow Closing. The closing of the transaction contemplated by this Agreement will take place at Escrow Agent's office on the Closing Date. On or before the Closing Date, Buyer and Seller will deposit with Escrow Agent all instruments, documents and monies (payable in cash, by wire funds or bank check), as necessary to complete the transaction in accordance with this Agreement, including but not limited to: i. Seller will execute and deliver to Escrow Agent a warranty deed conveying the Property to Buyer in a form prepared by Escrow Agent; ii. Seller will execute an affidavit of non-foreign status and any affidavits that may be customarily required by Escrow Agent for issuance of any title insurance desired by Buyer; iii. Seller will deliver to Escrow Agent any documents reasonably required by the Title Commitment or otherwise by Escrow Agent to demonstrate (a) Seller's power and authority to enter into and perform the transactions contemplated by this Agreement; and (b) the authority of any individual(s)who have executed or will execute documents on behalf of Seller in connection with this transaction; iv. Seller and Buyer shall execute and deliver to Escrow Agent that certain Post Closing Development Agreement,the substantial form of which is attached hereto as Exhibit C. V. Buyer shall cause Owyhee Holdings, LLC to execute and deliver to Escrow Agent a warranty deed conveying the Triangle Parcel to Seller in a form prepared by Escrow Agent. vi. Buyer shall cause to be recorded in the Real Property Records of Idaho, a Record of Survey and any other documentation necessary to memorialize the transfer and conveyance of the Property in accordance with Ada County Code Section 8-4A-19. (b) Prorations,Adjustments and Closing Costs. i. Rents and real property taxes/assessments for the then current calendar year will be prorated as of the Closing Date. ii. Buyer will pay (1) 100%of Escrow Agent's escrow/closing fees; (2) the premium for the Title Policy; and (3) and recording fees for the deed. iii. All other expenses not specifically referenced in this Agreement and incurred by Seller or Buyer with respect to this transaction will be borne and paid exclusively by the party incurring the same without reimbursement. (c) Buyer's Closing Conditions. Buyer will not be obligated to close on the Property unless Seller is in material compliance with its obligations to Buyer under this Agreement as of the Closing Date and Seller's representations and warranties to Buyer under this Agreement are true and correct in all material respects as of Closing Date. If the foregoing conditions are not satisfied or waived by the PURCHASE AND SALE AGREEMENT Page 25 of 45 Closing Date,then Seller will be in default of this Agreement(subject to notice and cure periods as provided in this Agreement). (d) Seller's Closing Conditions. Seller will not be obligated to close on the Property unless Buyer is in material compliance with its obligations to Buyer under this Agreement as of the Closing Date and Buyer's representations and warranties to Seller under this Agreement are true and correct in all material respects as of Closing Date. If the foregoing conditions are not satisfied or waived by the Closing Date,then Buyer will be in default of this Agreement(subject to notice and cure periods as provided in this Agreement). (e) Possession. Buyer will have the right to exclusive possession of the Property as of the completion of the closing. (f) Risk of Loss, Condemnation. Seller agrees to notify Buyer of eminent domain proceedings or any loss of or damage to the Property as soon as Seller has knowledge thereof. Risk of loss of or damage to the Property will be borne by Seller until the Closing Date. If the Property is materially damaged (i.e., damage where the cost to restore is greater than 20%of the Purchase Price) or becomes the subject of any material condemnation proceeding(i.e., more than 20%of the value of the Property is subject to condemnation),then Buyer may, at its option,terminate this Agreement with respect to the Property by giving notice thereof to Seller within twenty (20) days after Seller first notifies Buyer in writing of the damage or condemnation, and this Agreement will terminate with respect to the Property. 13. DEFAULT; REMEDIES. Neither party will be deemed to be in default under this Agreement unless the non-defaulting party first provides the defaulting party with a written notice of default(which notice will reasonably describe the alleged default) and a period of five (5) business days to cure the default. (a) Closing Default. In the event of a closing default by Seller, Buyer's sole and exclusive remedy shall be to file an action for specific performance within ninety (90) days of such closing default. In the event of a closing default by Buyer, Seller's sole and exclusive remedy shall be to terminate this Agreement. (b) Other Defaults. Subject to the notice and cure provisions, if either party defaults in the performance of any of its material obligations under this Agreement other than the obligation to close, the non-defaulting party shall have such rights and remedies as are available at law or in equity. 14. PROPERTY REPRESENTATIONS,WARRANTIES AND COVENANTS (a) Property Sold As-Is. Except with respect to Seller's representations, warranties and covenants contained in this Agreement and the conveyance deed, Buyer will acquire and accept the Property in its then-existing condition on an "AS IS, WHERE IS,AND WITH ALL FAULTS" basis, and Buyer will not rely upon any representations or warranties made by Seller or its representatives or agents prior to the Effective Date concerning or with respect to the Property. (b) Seller's Representations and Warranties. Seller represents and warrants to Buyer that the statements in this Section 5(b) are correct in all material respects as of the Effective Date, and will PURCHASE AND SALE AGREEMENT Page 26 of 45 be correct in all material respects as of the Closing Date, excluding any matters beyond Seller's control (and matters made, done or approved by Buyer). i. Authority. Seller, and the person(s) signing on behalf of Seller, have full power and authority to execute this Agreement and perform Seller's obligations hereunder, and any entity action necessary to authorize this transaction has been taken. ii. Title. Seller has fee simple title to the Property and the right to sell the Property that is free and clear of any matters that would prevent the sale of the Property as set forth in this Agreement. iii. No Insolvency. No proceedings under any bankruptcy or insolvency laws have been commenced by Seller(or to Seller's knowledge, against Seller). iv. No Litigation. To Seller's knowledge, there are no pending or threatened lawsuits involving Seller or the Property that may materially adversely affect Seller's ability to perform its obligations under this Agreement. V. No Violation. Seller has not received written notice the current use or condition of the Property is in violation of applicable law. vi. No Liens. All parties who have supplied or will supply labor, materials and equipment to the Property have been paid in full or will be paid in full at or before closing, and there are no claims of or threats of a lien of any type on the Property (whether or not perfected, other than inchoate mechanic's liens existing as a matter of law, but which shall be paid in full at or before closing). vii. Non-Foreign Person Status. Seller is not a "foreign person" under Section 1445(f) of the Internal Revenue Code of 1986, as amended, and is not subject to withholding under Idaho laws. Seller, and the owners of Seller, are not prohibited or restricted persons under any executive order. (c) Seller's Property Covenants. From the Effective Date to the Closing Date: (a) Seller will maintain the Property in a normal manner and consistent with Seller's current practices; (b) Seller will not enter into any other new leases, occupancy agreements, contracts, amendments or agreements which will extend beyond the Closing Date without Buyer's prior written consent; and (c)Seller will not create any right, encumbrance or easement on the Property without Buyer's prior consent. (d) Buyer's Representations and Warranties. Buyer represents and warrants to Seller that the statements in this Section are correct in all material respects as of the Effective Date, and will be correct in all material respects as of the Closing Date,excluding any matters beyond Buyer's control (and matters made, done or approved by Seller). i. Authority. Buyer, and the person(s) signing on behalf of Buyer, have full power and authority to execute this Agreement and perform Buyer's obligations hereunder, and any entity action necessary to authorize this transaction has been taken. ii. No Insolvency. No proceedings under any bankruptcy or insolvency laws have been commenced by Buyer (or to Buyer's knowledge, against Buyer). PURCHASE AND SALE AGREEMENT Page 27 of 45 iii. No Litigation. To Buyer's knowledge, there are no pending or threatened lawsuits involving Buyer that may materially adversely affect Buyer's ability to perform its obligations under this Agreement. 15. NOTICES. All notices required or permitted to be given pursuant to this Agreement must be in writing and may be delivered by hand delivery, electronic mail or any other reasonable delivery method to the other party at the applicable addresses set forth on the Signature Page to this Agreement. Any notice delivered by other than hand delivery or electronic mail must also be concurrently sent to each receiving party by electronic mail (if an electronic mail address is provided for the recipient party). The addresses may be changed from time to time by written notice. Notices will be deemed received upon the earlier of actual receipt (regardless of the method of delivery) or the first attempted delivery if receipt is refused. 16. BROKERAGE. The RESPONSIBLE BROKER in this transaction is Mark Bottles, Designated Broker for Mark Bottles Real Estate Services, LLC, 839 S. Bridgeway PI., Eagle ID 83616 (208)-377-5700. Selling N/A Listing Broker: Broker: Agent: Agent: N/A Address: Address: N/A Phone: Phone: N/A Email: Email: N/A Except as expressly set forth above, the parties agree that no other broker or agent was the procuring cause of the transaction contemplated by this Agreement, and each of the parties represents and warrants to the other that it has not incurred and will not incur any liability for finder's or brokerage fees or commissions in connection with this Agreement. Buyer and Seller each agree to protect, defend, indemnify and hold harmless the other,their respective successors and assigns,from and against any and all obligations, costs, expenses, and liabilities including, without limitation, all reasonable attorneys' fees and court costs, arising out of or relating to any claim for finder's or brokerage fees or commissions or other such compensation resulting from the dealings of Buyer and Seller in connection with the transaction completed by this Agreement. Check one (1) box in Section 1 and one (1) box in Section 2 below to confirm that in this transaction, the brokerage(s) involved had the following relationship(s)with the Buyer and Seller, respectively: Section 1: ❑ A.The brokerage working with the Buyer(s) is acting as an AGENT for Buyer(s). ❑ B. The brokerage working with the Buyer(s) is acting as a LIMITED DUAL AGENT for Buyer(s), without an ASSIGNED AGENT. ❑ C. The brokerage working with the Buyer(s) is acting as a LIMITED DUAL AGENT for Buyer(s) and has an ASSIGNED AGENT acting solely on behalf of the Buyer(s). X❑ D.The brokerage working with the Buyer(s) is acting as a NONAGENT for Buyer(s). Section 2: ❑ A.The brokerage working with Seller(s) is acting as an AGENT for Seller(s). PURCHASE AND SALE AGREEMENT Page 28 of 45 ❑ B. The brokerage working with Seller(s) is acting as a LIMITED DUAL AGENT for Seller(s), without an ASSIGNED AGENT. ❑ C. The brokerage working with Seller(s) is acting as a LIMITED DUAL AGENT for Seller(s) and has an ASSIGNED AGENT acting solely on behalf of the Seller(s). © D.The brokerage working with the Seller(s) is acting as a NONAGENT for Seller(s). Each party signing this Agreement confirms that such party has received, read and understood the Agency Disclosure Brochure adopted or approved by the Idaho Real Estate Commission, and has consented to the relationship confirmed above. In addition, each party confirms that the Selling/Listing Broker's agency office policy was made available for inspection and review. Each party understands that such party is a "Customer," and is not represented by a brokerage unless there is a signed written agreement for agency representation. 17. Triangle Parcel Transfer. Buyer and Seller acknowledge and agree that Owyhee Holdings, LLC owns that certain tract of real property consisting of approximately +/-.106 acres graphically depicted and described on Exhibit B attached hereto (the "Triangle Parcel"). At Closing, Buyer shall cause Owyhee Holdings, LLC to transfer the Triangle Parcel to Intermountain Gas Company via a warranty deed prepared on Escrow Agent's standard form. Buyer shall pay the recording fees for the recording of the Triangle Parcel deed. 18. MISCELLANEOUS (a) Binding Effect. This Agreement will bind, and inure to the benefit of, the parties and their respective successors and assigns. Buyer will have the right to assign this Agreement without Seller's consent. (b) Modifications. This Agreement cannot be changed orally, and no agreement will be effective to waive, change, modify or discharge it in whole or in part unless such agreement is in writing and is signed by the parties against whom enforcement of any such change is sought. (c) Time.Time is of the essence in every provision of this Agreement.The term "business day" means any day which is not a Saturday, Sunday or legal holiday in Idaho (i.e., Idaho Code § 73-108). If this Agreement specifies that a time period expires or that an action must be taken on a date which is not a business day, then the date will be deemed extended to the next succeeding day which is a business day, and any successive time periods will be deemed extended accordingly. (d) Construction. The words "including" will be construed to include "without limitation." Any term defined in the singular may be used in the plural, and vice versa. If any provision of this Agreement is declared invalid or is unenforceable for any reason, such provision will be deleted from this Agreement and it will not invalidate any other provision contained in this Agreement. All exhibits hereto are incorporated herein. (e) No Merger; Survival. The terms of this Agreement will not merge into closing or with the conveyance deed(s)for the Property, but will instead survive closing or termination (except as may be otherwise provided in this Agreement). (f) Governing Law;Jury Trial Waiver.This Agreement will be construed and interpreted in accordance with, and will be governed by, the laws of the State of Idaho. BUYER AND SELLER EACH HEREBY PURCHASE AND SALE AGREEMENT Page 29 of 45 IRREVOCABLY AND UNCONDITIONALLY WAIVE THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY CLAIM ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (g) Attorneys' Fees. In the event that either party files any action to interpret or enforce this Agreement, the prevailing party in the action will be entitled to attorneys' fees and litigation expenses. (h) Execution; Counterparts. This Agreement may be executed electronically (e.g., DocuSign or equivalent)or in counterparty,which counterparts may also be delivered by.pdf.All counterparts will constitute one contract, binding on all parties, even though all parties are not signatory to the same counterpart, or the signatures are not original signatures to the same agreement. (i) Tax Deferred Exchange. Buyer and Seller acknowledge that either party may wish to structure this transaction as a tax deferred exchange of like-kind property within the meaning of Section 1031 of the Internal Revenue Code. Each party agrees to reasonably cooperate with the other party to effect such an exchange; provided, however,that(i)the cooperating party shall not be required to acquire or take title to any exchange property, (ii) the cooperating party shall not be required to incur any expenses or liability whatsoever in connection with the exchange, (iii) no substitution of the effectuating party shall release said party from any of its obligations, warranties or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement by the effectuating party, its successors or assigns, and (iv)the effectuating party shall give the cooperating party at least five (5) business days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the escrow. [ End of text;Signature page follows] PURCHASE AND SALE AGREEMENT Page 30 of 45 SIGNATURE PAGE Offer Acceptance Deadline:When signed by Buyer,this Agreement constitutes Buyer's offer to purchase the Property from Seller. Seller may accept Buyer's offer by delivering a fully executed copy of this Agreement to Buyer by 5:00 PM Mountain Time on the third(5th) business day after the date of Buyer's signature. Buyer may revoke Buyer's offer at any time prior to Buyer's receipt of Seller's acceptance. Effective Date: The "Effective Date" will mean the date of execution (and delivery of the fully executed Agreement to the first party to sign) by the last party to sign this Agreement. DATED effective as of the Effective Date. "Buyer" Owyhee Holdings, LLC By: Idaho Holdings, LLC Its: Manager By: Name: Date: Email address for notices: mark@markbottles.com emily@markbottles.com [ ] Buyer holds an Idaho Real Estate License [X] Buyer is related to Broker "Seller" Intermountain Gas Company. By: Name: Title: Date: Email address for notices: [ ] Seller holds an Idaho Real Estate License [ ] Seller is related to Broker PURCHASE AND SALE AGREEMENT Page 31 of 45 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY A parcel of land situated in a portion of the Southeast 1/4 of the Northwest 1/4 of Section 31,Township 4 North, Range 1 West, B.M.,Ada County, Idaho and being more particularly described as follows: Commencing at an aluminum cap marking the west 1/4 corner of said Section 31,which bears S00°41'26"W a distance of 2,648.22 feet from an aluminum cap marking the northwest corner of said Section 31,thence following the westerly line of the Northwest 114 of said Section 31, NOO°41'26"E a distance of 1,170.92 feet; Thence leaving said westerly line,585"05'08"E a distance of 1,965.07 feet to the POINT OF BEGINNING. Thence 585`05'08"E a distance of 302.02 feet to a 5/8-inch rebar; Thence S10'08'24"W a distance of 240,00 feet to a 5/8-inch rebar; Thence N49*09'42"W a distance of 177.09 feet to a 5/8-inch rebar; Thence 192.98 feet along the arc of a curve to the right,said curve having a radius of 633.50 feet,a delta angle of 17°27'15", a chord bearing of N40°26'04"W and a chord distance of 192.24 feet the POINT OF BEGINNING. 302.02 s85°OS'0g^e N � c C � a v o nr Og, Pg +c Title: Parcel A to Parcel B Date:03-14-2025 Scale: 1 inch� 100 feet File: Tract l: 0.909 Acres: 39616 Sq Feet:Closure=s66.0712e 0.00 feet: Precision=11]95198: Perimeter 912 Feet 001=s85.0508e 302.D2 003�n49.0942w 177.09 715 002=s10.0824w 240.00 B IIII�Qo ,SONJ=9 i24 PURCHASE AND SALE AGREEMENT Page 32 of 45 EXHIBIT B TRIANGLE PARCEL A parcel of land situated in a portion of the Southwest 1/4 of the Northeast 1/4 of Section 31,Township 4 North, Range 1 West, B.M., Ada County, Idaho and being more particularly described as follows: Commencing at a 1/2-inch rebar marking the center 1/4 corner of said Section 31,which bears S00°31'44"W a distance of 2,639.28 feet from an aluminum cap markingthe north 1/4 corner of said Section 31,thence following the westerly line of the Northeast 1/4 of said Section 31, N00°31'44"E a distance of 267.99 feet to a 5/8-inch rebar; Thence leaving said westerly line, N82°33'29"E a distance of 113.07 feet to a 5/8-inch rebar and being the POINT OF BEGINNING. Thence NOa°31'35"L a distance of 102.00 feet to a 5/8-inch rebar; Thence 124.23 feet along the arc of a curve to the right, said curve having a radius of S66.50 feet, a delta angle of 12°33'53",a chord bearing of 542'52'45"E and a chord distance of 123.98 feet to a 5/8-inch rebar; Thence S82'33'29"W a distance of 86.03 feet to the POINT OF BEGINNING. I g - N n4 0 e 96.03 Title: Date:03-14-202 S Scale: 1 inch— 100 feet File: Tract 1: 0.106 Acres: 4626 Sq Feet:Closure=n89.0949e 0.00 Feet: Precision—1/78923: Perimeter—312 Peet 001=n00.3[35e 102.00 003=s82.3329w 86.03 002:Rt R-566.50.➢dt.-12.3353 Bng-02.524%Chd=121,95 PURCHASE AND SALE AGREEMENT Page 33 of 45 EXHIBIT C Form of Post Closing Development Agreement POST-CLOSING DEVELOPMENT AGREEMENT This Post-Closing Development Agreement (this "Agreement'), is entered into effective as of , 2025 (the "Effective Date") by and between Owyhee Holdings, LLC, an Idaho limited liability company("Owyhee") and Intermountain Gas Company, an Idaho corporation ("IMG"). Owyhee and IMG may each be referred to individually as a "Party" and collectively as the "Parties." RECITALS A. Owyhee and IMG are parties to that certain Purchase Sale Agreement dated [ ] (the "PSA") whereby Owyhee has agreed to buy from IMG and IMG has agreed to sell to Owyhee that certain .909 acres of real property located in Ada County, Idaho, as legally described therein (the "Property"). The Property is a portion of a larger approximately 59.8-acre parcel of real property owned by IMG that is commonly known as 4014 N. Can Ada Road,Nampa,Idaho 83687,and that will be retained by IMG(the"IMG Property"). B. The Property currently contains a farm access and utility road (the "Farm Road") and irrigation ditch(the"Ditch")that serve the IMG Property. C. After the Closing of the PSA, Owyhee intends to convey the Property to the City of Meridian (the "City") so that the City can construct a collector road on the Property and other property owned by the City(the "Collector Road"),which may require that the Farm Road and Ditch be relocated onto the IMG Property at the location approximately shown on Exhibit A,attached hereto and incorporated herein (the "Relocation"). All work necessary to perform the Relocation, including the engineering and construction of the Farm Road and Ditch is referred to herein as the"Relocation Work." D. If the construction of the Collector Road by the City requires the Relocation, Owyhee has agreed to undertake,or cause the City to undertake,the Relocation at no cost to IMG before the construction of the Collector Road, if and when such construction happens, and IMG has agreed to grant to Owyhee a temporary license on that portion of the IMG Property necessary to perform the Relocation. E. The Parties desire to enter into this Agreement to memorize the foregoing obligations, as more specifically provided below. AGREEMENT NOW THEREFORE, for good and valuable consideration,including the mutual covenants made herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Relocation. Before the Collector Road is constructed and the Farm Road and Ditch are removed from the Property,if and when such construction and removal happens,Owyhee shall perform the Relocation Work at no expense to IMG.The Relocation Work shall be performed in a workmanlike manner PURCHASE AND SALE AGREEMENT Page 34 of 45 and shall provide IMG with a new farm access and utility road and irrigation ditch of equal quality and character as the Farm Road and Ditch that were removed from the Property. 2. IMG's Cooperation. IMG shall cooperate with Owyhee's efforts to perform the Relocation and to otherwise obtain any permits, consents, or approvals required in connection with the Relocation. 3. License to Perform Work. IMG hereby grants Owyhee, and Owyhee's agents, assigns, employees, contractors, and subcontractors, a temporary license to enter onto that portion of the IMG Property necessary for Owyhee to perform all work associated with the Relocation(the"License").Owyhee shall give IMG five (5) calendar days' written notice before entering the IMG Property to perform the Relocation Work. Upon completion of the Relocation, Owyhee shall ensure that the IMG Property is restored to substantially the same condition that it was in before Owyhee's use of the License. 4. Liens. Owyhee agrees that it will pay or cause to be paid all costs for work done by it in connection with the Relocation, and Owyhee will keep the IMG Property free and clear of all liens on account of work done by Owyhee or persons claiming under Owyhee. 5. Insurance. While Performing the Relocation Work on the IMG Property, Owyhee will procure and maintain (or cause to be procured and maintained by its contractors and subcontractors) the insurance coverages in such types and amounts that are commercially reasonable and customary for such work. 6. Indemnification. Owyhee shall indemnify, defend, and hold IMG and its officers, members,managers, employees,agents,contractors,guests,business invitees(the"Indemnified Parties") harmless from and against all liabilities, obligations, damages, penalties, claims, costs, charges, and expenses,including reasonable attorneys' fees that may be imposed upon or incurred by or asserted against the Indemnified Parties that arises, or may arise, from the acts or omissions of Owyhee under this Agreement.Notwithstanding the foregoing,Owyhee shall have no obligation to indemnify,defend,or hold the Indemnified Parties harmless from and against any matter to the extent it arises from the negligence or willful misconduct of the Indemnified Parties. 7. Survives Closing; Termination of Agreement. This Agreement shall survive the closing of the transaction contemplated in the PSA and shall terminate upon the earlier to occur of. (i) the completion of the Relocation Work; or(ii)the construction of the Collector Road in a location and manner that does not require the Relocation of the Farm Road and Ditch. 8. Successors and Assigns. This Agreement shall be for the benefit of and be binding upon the Parties and their respective successors and assigns.The Parties expressly agree that Owyhee may assign its rights and responsibilities under this Agreement with prior written consent of IMG, and that,upon such assignment, (a)Owyhee's assignee shall have the same rights and responsibilities under this Agreement as did Owyhee before such assignment and (b) Owyhee shall be released from and relieved of all rights and responsibilities under this Agreement. 9. Notice.All notices to be given under this Agreement shall be in writing(email acceptable) at the address provided below the Party's signature block below,which address may be updated by a Party from time to time with written notice to the other Party. Notwithstanding the foregoing, actual notice, however given and from whomever received shall always be effective, and any notice given by a Party's attorneys, shall, for all purposes,be deemed to have been given by such Party PURCHASE AND SALE AGREEMENT Page 35 of 45 10. General. This Agreement is the entire agreement between the Parties with respect to the matters covered hereby and supersedes all prior agreements between them,written or oral.No modifications of this Agreement shall be valid unless in writing and executed by the Parties. All Recitals and Exhibits to this Agreement are true and correct and are hereby incorporated by reference as if set forth herein. The Parties agree that the facts set forth in the Recitals above are true and correct. However, in the event of a conflict between such Recitals and the terms of this Agreement,the terms of this Agreement shall control. 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. Any waiver hereunder must be in writing and no waiver of any right or remedy in the event of default hereunder shall constitute a waiver of such right or remedy in the event of any subsequent default. The laws of the State of Idaho shall govern this Agreement. If any controversy, claim, or action is filed or instituted to enforce the terms and conditions of this Agreement or arises from the breach of any provision hereof,the prevailing Party shall be entitled to receive from the other Party all costs, damages, and expenses, including reasonable attorneys' fees, incurred by the prevailing Parry. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. The headings of the several sections contained herein are for convenience only and do not explain, define, limit, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Agreement. [End of Text, Signature Page Follows] PURCHASE AND SALE AGREEMENT Page 36 of 45 IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date. OWYHEE: IMG: Owyhee Holdings,LLC, Intermountain Gas Company, an Idaho limited liability company an Idaho corporation By: Idaho Holdings,LLC, an Idaho limited liability company By: By: Name: Name: Its: Its: Address for notice: Address for notice: emilygmarkbottles.com EMAIL: PURCHASE AND SALE AGREEMENT Page 37 of 45 EXHIBIT F Farm Lease F.UtM I,rASV THIS FARM LEASE,Made and eiiteied inlo this 11th day of Septembtr,2b23(the"Effective Dnte")by and betwom Owy'hc~<Holdings,LLC (hereiiv11cr refrrrcd to as"Landlord").and Ill Thurgnod(heneinoner referred to:LS"Tenant")- AGREEMENT NOW T14 REM- PE,in consideration of the metals to be paid by Tcnant and the covenants and pro3nises to be kept awl performed by the parties hereto,at the tunes and in L13r nianner hcreinaluer set forth,t11e Iegal Sufficiency of which is bercby acknowledged,Landlord does hereby let,6Lw and den3isL: unto Tenant a,td Tenant does hereby lense it{gym I.Lirldlord,kipon the tends and conditions hereirufhcr L&I fort11,the property generally described ris 4780 Can Ada A 1`131)N.Star Rd.Mcrirlinn Idaho in Ada County and rekrenced herein on Fxhibit A (hereinafter referred to n titre "Property"). This Lease is subject to aEl governmental lads, ortlinailres, regulations, codes, and all orders, permits, rules and regulations, and 10 all eXisting easements, WI-Viuidea, licenses find right or way for canals, ditches, luvix3,roads,13igh„ays, utilities,po%�tr lints,railroads,pipelines and other purposes,ti313encor or nal of mcord- 1. TERM OF' LEASF,; The terns of this Lmse shiM cc3mmcncc upon ❑ecentinr 1, 2024 and terminate on Novern her A 2025.Tltls Lease shall 110t au t0111faii`11I 1y roix L'_ 2. RENTS, Tenant hereby agrees to pay to Landlord n fixed anilun]rent(",Annual 10nt")oat a per f-LrntAble acre hasis pursunnt to the table below. Annual Rent shnll be paid ur(WO equal installments of 516,720 with half due April 30,2025 nncl 11JI'duL}October 1, 2025. Ali Rent not paid pn Or before the dates ut Co tll herein shall be considered late. If not rirnety paid,ale unpaid Rent shall bear interest from i I s duc date until paid at the rate of tiitIve laereent(12%)per annurn. TERM PRICE PER _F ACRFS ANNUAL RENT ACRE 12f.1n024—1113D12025 5220 152 S31,444 3. Leased Prnperiy "A& Is"Nlisclaimer-eF Warranty of Soil {}unlit,•, Tr,rnnt is fully familinr xtitll and has Lhoroiiglrly inspected the condition of the Leased Property' aLid Rill■' LIndmtnnds that l ctf ant is leasing the Leased Propert} "AS IS"with all defects and defaults,latent or otherwise. TENANT' ACCEPTS THF, LEASED PROPERTY IN H S PRI-.SENr C-0NDI rION, AND IS NOT RELYING UPON ANY RFPRF_SENTAT1ON OR WANIANTY 13Y LANDLORD AS F0 THE CONDITION OR SIATABILITY OF THE LEASED PROPERTY OR TENANT'S 1AF:THEREOF. Farihcr_ I,nndlnrd,by granting Ibis Lease to Tenant_makes ne rcprrscnta#ion or 1;%tan•aniy of any kind as 10 the qualiLN or suitkility of the soil of Ilse Lemecl ProperLp far grcr,ving oiiy crol)s Tenant ina)' be audiorizc-L1 to growon the[.cased Property under this Lense. FARM LEASE.Page 1 PURCHASE AND SALE AGREEMENT Page 38 of 45 TENANT REPRESENTS AND WARRANTS TO LANDLORD THAT TENANT HAS MADE AN INDEPENDENT INSPECTION OF THF. I,F.A ED PROPERTY AND IS NOT RELYING UPON ANY REPRESENTATION OR WARRANTY WHATSOEVER I'Rom LANDLORD AS TO 901 L CONDITION. I- -I. WATER SYSTEM: 'I'mant shAl Imw the exclusiye use of and chligatimi to repair, lr,aintain and replace an}' irrigation systems, strutWIVS, % tells,and Lmdergmund or buried irrigaiiorl pipe Iincs ww sittlatal on the Leased Property, }With any Such uwC, repair, maintenance and replacement Ihe"Fbeing solely at Tenant's owil etist and eNpense. Tenant shall be entitled to the use of all rights to ;well %%inter Fund gravity water with respect io the Leased Property; provided,lroWewlar. Lhat Tt?n:int sluill use said}.ell water or gravity water only upon the Lemmd Property and that Tenant shall not withdraw or uSe inure than Ilic annual tllioiment of water as pre vidtxi by right, regulation, or law. Tenant shall pay for the electl�icity to run #lie pumps and shall provide the normal day-to-day repairs aid maintenance of the irrigation system (i.e. cleaning, greasing and checking thrrrot)_ Should Tenant choose to irrigate the property by sprinkler irrigation, Tenant shall fumisli its own sprink-lcr System, including the pomw therefor. Landlord shall bear no cost associated with mainlenance of the water or iffigAtlotl system. apart fi-orn any normally assessed fees t11a1 %vould be inctirmd from the irrigation district wore the propert}- to ire ma1n vacant. NO PROVISION or THIS LEASE SHALL BE CONSTRIJED AS ?'E UIRING LANDLORD TO FURNISH OR GLIARANTEE TO TENANT ANY AMOUNT OF WATFR, 1T BEING EXPRESSLY UNDERSTOOD THAT TENANT IS NOT RELYING UPON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WIIAT5OEVER BY LANDLORD AS TO THE ADEQUACY OR QUALITY OF ANY PRESENT OR FUTURE SOURCE OF WATER- S. TAXES AND IRRIGATION ASSESSMENTS, Landlord shall pay the taxes and irrigation assessrryetrts levied against all of said propeihy, in a iillIely manner as the raune become due and payable. 6. LIABILITY INSURANCE FOR LEASED PRENTISE : Tenant shall, at all times, commencing with the date upon which tlic I_ ascd Premises Lire made available to Tenant. provide and maintain, at Tenant's sale cost and expense, comurlcrcial general liability insurance insuring against claims for personal injury, bodily indUly or death, and property dalnage, or destruction, occurring in, on or about the Leased I mmises, nwining Lancllord, Londlordl s mortgagee tir other specified lender, ally other persons. firms or corporations designated by Larrdlorcl from time to time as having an insurable interest: and Tenant as insureds. The lirnit5 Of liability' of all such insurance shall be not less than $1,000,000 ftir personal injury -or bodily injury or death of any one person. $1,000,000 fat persowl injur•or bud 13- iniur y or death of mom than one person u1 one occurrlcncc,and $1,000.0DO with respect to damage to or destruction of properly-; or, in lieu of such coverage, a combiixcl single Unik (covering peMnal injury, bodily ill.jtiry or dealt and property damage or destruction) wirh a limit uF not less than $1,000.000 per occurrence. The deductibles cinder any. insurance policies to be carried by TcnFint 511all not exceed Fiv Thousand Dollars (S5,M), and each shall provide coverage on an occurreuct- basis (and not un a "claims made" basis). Said insurtm AM be Nvith an insurance currier -or carriei-s satisfaclory to Landlord, VJthQFiaed and licensed to do business in Who, that are; rated "A-"or better in "Best`s lnsurflnCe 6Llide" or accepted by the U,S. Department of HotLsing and Urban Developmem,and shall not be subject to eancellntion cx Rpx aft-r at least thin) (�0)days' pr7or written notice to Landlord, FARM LEASE-Page 2 PURCHASE AND SALE AGREEMENT Page 39 of 45 Tenalit shad furnish to Landlord evidence of Tenaril's compliRnce wish this Section. If Tenant fails to provide or mahilain said insurance, Landlord n . but shall not be obligated to, obtain stich insurance and keep the Sallie in FoLco and effect, and Tenanl shall pay Lkimilord tLixin dcmarKi the Premltln) cast Tliertof, Howe--r,nothing coulained in this Section shrill be deemed to Ii niI the IiabiIity of Tenant. 7. USE OF PROP FRTY: The Leased Property is lenwd to Tenant for the sale purpose of planting. growing anti harvc�ting climrLtically adapted crops, and Teruint shall flat use or permit to be used, ally parr of Ilse Leased Property- far any other purpose than for agrirullural purposyrs_ Tenant shall not commil, or permit others to romnit, any waste tLlxFn the Property. Tenant shall riot perntil any liunting or other recreational activities on tlic L ea-wd Properly. S, FARMING OF PREMISES: TeLlailt covcnantR to taunt said properly in a goad husband-like manner in accotdanee with the accepled practices in the gcogratplucal vicinity- of the property, and to devote such time as is necessary to the farming and nmintenance of tiro property 85 the Tenanl Wonld its awn property. In oLrler to conserve the soil and to finprove the Leased Property,TcL nt agues to carry nut coytservalion practices mid Measures recognized ulkd fbilawed on similar form Jand located in tlir count} 4pere the Leased Property is located; iWiLiding but not litiiited to, (i)controlling soil erosion , (ii) kccping in good repair all irrigation s}'steins, terraces, OPCH ditches, inlets atxl outlets of the brains. (iii) prmurving al I catabli23hed WatercourseS rind ditches including gun;scd L%ati:rwFLys, (iv) refraining from any operation or practaco that could dtantage such structures,and (v)maintain the dual ivy of the soil. At the begijilling of planting season Tenant shall coordinate crop planting wilh Landbrd_ L.andlurd droll not be responsible for crops rcnwaiijjng on the prolierty at termination of the Lease. 4. HAZARD01IJS SUBSTANCES. Except its othenvise express y set fortlt in this Lease, Tenant shall not store, use or dispo of any Hiu andous Substances on, near ur in ounnectiort with the Leased Properly. The ternt "Hazardous Substances" means any subsLanec that fins the chartcteristics of iga liability, corrosh-eness, toxicity, rc ictiAty or uadioactivity or has other characteristics deteiiiiiwd to render the su bstatace dangerous. to 11CHlt11_ surely or Ifie environment pursuant to any exisling or stLbwquer,lly enacted federal, state or local law, mguluti¢n or Law. Immediately following Tenant's receipt,?f nOtirq thercof. TeTtrtnt slu-Lll notify Landlard of any inquit-•, test, investigettiou or enforcement proceeding by or against Tenanl or the 1,eased Property concerning H.,Lzardetis SILbslames. If Tenant shall be required to subunit infonnation or wrinen reporls to nay ugeney on or rclatiiw to any of' the Foregoing, Tenant shall concurrent y provide L,-Lndlord w4h copies thereof. If Tenanl fails to coWply wills any Laws, then Landlord, wilhout obligation to do so, may Inke €III necessary steps to cnsuN complimicc. In such event. Tenant shrill reimburse Landlord, neon demand, For rill casts and expenses that Landlord incurs, incltLding "y additional charges, assessanents or pcnaltieF, lees l or charged against Landlord by rta_son of Tenant's failuTV to c01nP13' With such Laws_ Nntwithstanding anything herein to the con iniry, Landlord hcrchy consents to Tenant's use of herbicides, pesti6clrs, chemicals, fertilizers and other substances eumoinarily Used in fanning operations in the geographical area whr the LeAsied 11imperty is loemed. 10. INSPECTION BY LANDLORD.- Tenant shall permit L ndloTd or Landlord's ngents, repreMltadVeS: or ernploy"s to enter The proper), at all reasonable limes for the purpose of inspecting the property to delermine whether Tenaut is complying %vitlt the ierms of this Lease and for the purpose of doing anr- other lawful acts that may be necLsgory to proteca Landlord's interest in the property or to FAR Fat LEASE•R 3 PURCHASE AND SALE AGREEMENT Page 40 of 45 improve the property, 11. ATTORNEY FEES: Sliou111 Hlly litiplioln be I;Pnnnneneed between llle parties to this Loa concerning the 111'0pell',this Lease,or the rights and cEuiics in rLZl-Lit ioll thereto. tlnc p rily, Landlord or Tennant, prevailing in such hLigation shall be entitled, in addition to such other lvlief m may be gl-anted, to a reasonable suns us and ro,- hi5 attorilev fees and costs incurred in such titigation or oat appeal; which stall shall be deietrnined by the Court in such titi tign or in a separate aClioln l3r�01jiglnt for that purposc- 12. DEFAULT: II'Tenant should fail to Iimely pay any of [he A,tllual Reilt hereinabovu provided far or should neglect or refn5t: to perform all} of'the covertarnls herein agreed upon by Tentnnt to be kept and perforrined, and such dehLLlt shall contimae for a period of twenty (20)days after►vriitell notice of any such ftultire is &NVII by Landlord to Tenant as herein provided, Then it steal I be the right of tale Landlord,nl Landlord's option,to pursue any relnnedics it tatty haw, heretlrtdet, prat lave or in equity, including without I',mitntion: Landlord shall without notice, hmve na iminctliatc right of re-entry and to take possession of (he Larked Property and eject all parties in fosscssion ilncrefroin, using such reasonable force for that purpose as Ilia}r be necessary. kOthotit being lialble to any pmsecutiojr for said re-ently or the use oI'such farce. IrL and lord elects to « nier as provided Above, or to take possession under legal pmecedings or tinder any notice provided by law. Landlord inay, without terminating this L tnsc and in I.andInr€1'9 sole discreTian,accelerate all Refill due ror(lie reinainder of Ilit!T rrll, and at ally time attd from time to tnnc t-elet the entire or any part of the Lensed Properly for such Icrnl Landlord shall also have tlnc eight to make necessary allerations and repairs to (lie Leased Property. On such relettin&, Tenant shall be immediatoly Iiable to Arty to Landlord the expenses of reletting and oI'alaking alleratioins tend ivptlirs incurred by Landlord and all other indebtedness due under this Lease. If Landlord marts hart of the T-eased Property, Landlord does not %uiive any such remedies that analy be Ovnilalble to Lnudiord Ili l thin Fmians oP(lie Leased Property that have not been relet- 13. WAIVER. The specific remedies to which lnutdlord may resort under the terms of ibis Lease are cam ulafivr and are not intended to he exclusive of any other. The raihtre of Landlord to insist in any one or more cases upon(he strict perfnrnlance oroLner ante of any of-the covena nits.agreeunents or eondiIions of this Lease shall not be construed as a uaivvr or a relinquishinienT for tine future of such Covennllt, ai~Nenmllt or coliditloll. It INDETVINIFICATIOIN. Tenant shall at Enll limes during the Term of this Lease rtleise, indemnify, save and hold Landlord, Landlord's a4ents, inrinagers. and nffilialtM halrrnless from all damages, injuries or claims, including allorney's fm and costs* arising From, on or about the Leased Property. or olherwise arising in connection ii:ith any act or omission of the Tenant,or its occupation or uSC Of the I.1ca50d Properly.ColnVemsely, Landlord slnnII ho]d Tenant harmlcss froi n and against all causes of action- judgmci*9, damages, injuries, claims. and costs and liabilities or whatever Und, including attorney fees and costs, Arising from the intentimml misconduct or glass negligence ol"llne Landlord or its regents. officers, managers, nn-mbers, elttployet:s or representatives in connection with the lnal)agemeni of this Lease. 15. NOTLCFZ: Any notice required ar pennhiled tinder (his Lxase shall be given when ticttmlly delivered or when de])Wiled in the United Slates inalI as certified mail,with postage prop.rtid the«on, FARM LEASE-Page 4 PURCHASE AND SALE AGREEMENT Page 41 of 45 addressed as tollows; TO LANDLORD: hlerk iinttlra trrarkfi4imai-kbott):w% !o of eat 111Y(O'ni n rkbot 114m.com TO TENANT- DougThurgood diIhur�40m1rrrnrtl( yrrhoo.com or to such other address as may be specified from time to tinit by cilher of the parties in wrikirig, 1e6, Ten auI's Righf to Assign or Sunlit.Neither this Leo se nor tine interest 1)ere In shall be assigned by. Tcn-int, nor shall the Leased Property, or any part thereof, be stiblet by Tenant wider any circuimirancr-5- And, further provided that, in the event of the drath of Tenant, the Tenant's interest in this Lcasr nifty be assi;xcd to his estate for the purpose of completing the growing, marl;etinV and harvesting of trny crops then planted On the Leased Property: however- subject txi Landlord approval to dtrrarion time in the exereis,of its reawriable bLI5ine-53 judgment. 17. Landlord's Right tG Enter, lm.%Nct, and Sfil- Landlord, or Landlord's agents, representativ s atxl uotrminees,shall ha►e the absolve right to enter the Leased Property ni all times during the Terra, for the purpose of inspecting;tn€l perfontiing tests on the Lcascxl Proper[y,posIin-, notices,a5wmziinitig that the Tertttnt's r+espotisibilitics and ol)li tivns under this Lease are being inet, aixi to place thereon at anv time "For Side'° and/or "1`or Itcnt" signs, Tenant understands and agrees that Landlord may sell the Leased Property during the Tarn and agrccs that Landloxi may have all access to the Leased Proprny for the purpose ofshowing the Leased Propeft} to pro5r>cdivc put-clumrs and conducting environmental and Soil teak on the Proper-ly. in the errent Tenant's croEr�arc darna3ed or reroowd during inspections of tests of[lie Leas 1 PrQpeny. Landlord dratI pay Tenant the fair rnarkel val tic of the damaged and/or reinoved crop. lit. Londlard's RighE (a assign, Sell, or Cancel Lease. Landlotd, at its sole oplion. may sell (lie Leased Property subject Lo the l-ev , and/or mriceI this Luse and purchase the crop being, gnis ,7 on the Leased Property for a purchxSr price equal to the i hen­ctirrem market Milne of the existing unharvested cups located on the Leased Property- Upnn the regvest cf I.rrudlord, Tenant agrees to negotiate in good Failh with any prosl)ective purchaser of the Leased Proj)crLy for a modification to this Lease or a a.-m- 1,rRsc of the I eased ?I'Opert}' to reflect Ihelti�LIurent m€u ken conditions- if Tfinont nad ifie Prospective Prircli$sereannot agree on new#egos, Landlord retains(lie 6911L to either L�ssiV,n the h.casc a5 is or cancel the Leta ptrrsLianl to the terms of this Section. IFLandlore elects to ctincel this Lease as set Forth :iboye, Landlord shall give Tenalit 4vdjtCn notice of its elution to terminals ("Termitkrtion Notice"), which such Termination Notice ! lImll identify the date that the Lease wiII icrminate, and that Tenant shall wicate(the"Early erntiirintion D-Lue")- Lsutdlom trust provide the Termination Notice at learst forty lure (45) clays in f jvanee of the Early Termination Date. Tenant steal l be responsible for contiiwing io farm and harvesi airy existing crop on the Lea.w.0 t Property until (lie Early Termination Datc and Shall vacate tha Property on the Early Termination Dxde- P,tph,1 LEASE-Pao 5 PURCHASE AND SALE AGREEMENT Page 42 of 45 Tenant acknow1c4ges end Icrccs that in the event Trnnni remains in possession of[lie Leased Properly after the Surly Tkirminalion Date. that Tenant shn11 bo liable, io addition io nitornet•'s fees and other oasis, for urny Din all darnagcs resulting theivfrom, iticludirit but nut limitcd to,conseoiueniinl damages. ICJ.C4l dhilon crf l.eucd Propuily on Term inaiinn. At the exfriradan or sooner lerrrlination of this Lease, upon %'Heating llic I-cnSed property, Tennal shall Icgvr the T.eased Property in as good of condition or better than the cundilio» ofssich pr perty gat the coilimeneLmient ofthis Lease, normal wear and tear excluded. and free rand clrnr ofall liens and encurnbi-atxes. Tenant shall also lcayc the Lca5eci Props y free of dchris niid free of HaZATdo:LrS trbstutnces released, deposited or 1.11112rd by Tcrarnl. Tenant shall also laic the Leased Property %Pith aiq noxiauts weeds existing thereon rtinsonably conix4led in conformance with the Mandard weed cantrol practices commonly used Far Farmilig aciivides condacted in the county in which the Leased Property is I PwW, 28. Release anal Waiver of Subrogation- Landlord shah) not be Iiable for any damage or loss to Li?Cllrres, equipment, merchandise or other personal property of Tenant located anywhere in or an (lie Leased Property caused by fire. water, explosion, sew r backup or any od7er insm-able hazards, regardless of the cause theeenf, or any injury to or death of any person or pci-sons who may nt any tune be tLsjng. occupying or N-isiting the I cased Propeily. and Teimiu does hentby exprc,,-;ly release and Bold l.andtani "nniess from icy and till liability and agrees to indemnify nrid defe„d Landlord rrom such daninges or loss. Landlord nod Tenant hereby- waive arty and all rights of recovery against the other for lass oFor damage to srkh %V,1i%ring party or its property or the property of others whieh Ioss or clamage is covered under any i3olicy uF iitiqurnnce required to be carried by the terms nfthis Lensc- Each Party shahI caLlse its insurance carriers, Inelrxlin�,, butt not Iilililed Io, its Wort rhea's Ccnnliengition iuumnre carrier. to waive all rights ofsubrountian against the other party. 21. Condemnation. Jf as a result of the excrciw of the power of eminent domain(hereinafter referred to as a"Proceeding'% the LecLs&d Pro[3crty in whoIc or in part shahI be taken, this Lease rand Fill right. title and interest of Tenant he reu rider. shall cease Emil come to an end as to that part of the Leased Property so Laken or conveyed as of the date of%-estiRB of title pursuant to Such pioceedine. and the Rent shall be cquitalb]y ndjusted and prorated as of(lie date crsueh vesting- landlord shall be entidL-d to and shall recek-e tlm total nw.ird made in such Proceeding. acid Tenant Jwr6y wlw:i_lla such award ro Landlord, 22. 1lelding Over. If 'i'cnant remains in possession of Ihr L-eam!d hruperly after terinination or expiration of the Learn,srKh hoJding-ower'Shall be Construed as a tenancy From month-to-month, subject to all cotenants slid condilions of this I.ea5e insofar as the sane are -ftppk8ble w month-to-month tcileocy, with the exception that ;tpon the commencement of such illontli-la-rtlontl-I leilkinq the kcnt for such month-ta-month tenancy slwll be cal-culated as follom-s- The amouint of The year's monthly rent, times tixo(2), -flue hold-river-cosi rtrnount shall be payable in advance on the first day of each month, 21.HET IRS AND SUCCESSORS: This 1rea5e shall be binding on and shall inane to the benefit of the 116r5, eXecuitors, ad ill iuist raw rs_succcswrtr,,and assigilis of the parties hereto. 24, CROP.S. Tenant shall not plant i44i,tt orAIIld 6r on the Pr4miscs. FARM i EASE-Page 6 PURCHASE AND SALE AGREEMENT Page 43 of 45 25. ENT]RE, AGREEMENT: 'll,c foregoing wnstitMutes the whole agreement between ikre parties hen:tu and nrk representation, oral or written, shall be binding upon either of the parties hereto, unless otherwise m ntained herein or attached hereto and executed in writing as a part of this agreement. TN WITNFLSS WIfFREOf,the Landlord and Tenant have executed this I ease as of the Effective Date: LANDLORD; Owyhee Iloldiogs,LLC By; Id a1w Holding,I.I,G hs: Manager f By: Mark bottles Its:M0mhtir TENANT: Doug Thurgood �AA 9,4,0-50r, I PURCHASE AND SALE AGREEMENT Page 44 of 45 EXHIBIT A Ail Cauncy APN: S0431223100, S0431 110200 r r, � r rAAM LEASE-Pair 3 PURCHASE AND SALE AGREEMENT Page 45 of 45