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HomeMy WebLinkAboutAll About Kids TCU 03-001 x ~S~n~~ ~~' LEGAL DEPARTMENT 4405 MAYOR - ,'~ 9C (208) 4b6-9272 • PAX 466- Robert D. Corrie c~rv of t~~ry~~ PARKS & RECREATION ~ -v\ (208) 888-3579 • Fax 898-5501 CITY COUNCIL MEMBERS ~i J ~~ v Y1 1 ~ ~ PUBLIC WORKS Tammy de Weerd / L ' ~HO ~i " " / (208) 898-5500 • Fax 887-1297 William L. M. Nary s ~ e BUILDING DEPARTMENT Cherie McCandless Cervr e ~ (208) 887-2211 • Fax 887-1297 Keith Bird q "` TAt^suae V..>~ ~, iv" a PLANNING & ZONING (208) 884-5533 • Fax 888-6854 RAN WITH THE CITY OF MERIDIAN To insure that your comments and recommendations will be considered by the Meridian City Council please submit your comments and recommendations to Meridian City Hall Attn: Will Berg, City Clerk, by: June 24, 2003 Transmittal Date: June 5, 2003 Hearing Date: July 1, 2003 File No.: Request: TCU 03-001 Transfer of Conditional Use Permit for a Child Care Center in an R-8 zone for All About Kids By: Zejna Garibovic and Kathy Sokoli Location of Property or Project: 1155 East Chateau David Zaremba, P/Z pun vAR, vAC Fq Jerry Centers, P/Z wo vAR, vac, ~ Leslie Mathes, P/Z Mo VAR, VAC, FP) Michael Rohm, P!Z rRe vaa vac FPI Keith Borup, P/Z Mo VAR, VAC, FP) Robert Corrie, Mayor Bill Nary, C/C Tammy deWeerd, C/C Keith Bird, C/C Cherie McCandless, C/C Water Department Sewer Department Sanitary Service mtc vaR. vac FV1 Building Department Fire Department Police Department City Attorney City Engineer City Planner Parks Department Your Concise Remarks: Idaho Power Co. rFPiPr nnryl U.S. West rFgRa unyl Intermountain Gas rFrmr mxyl Bureau of Reclamation rFwrPOmyl Idaho Transportation Department rrroFPi Ada County rAZ Onry) Ada County Assess. Land Records (Friva wyl Meridian Development Corporation Historical Preservation Commission Meridian School District rao~I Meridian Post Office IFaiProenl Ada County Highway District Ada County Development Services Central District HeaRh Nampa Meridian brig. District Settlers Irrigation District 33 EAST IDAHO AVENUE • MERIDIAN, IDAHO 83642 • (208) 888-4433 City Clerk Office Fax (208) 888-4215 Human Resources Fax (208) 884-8723 Finance & Utility Billing Fax (208) 887-4813 ~~ • - CITY OF MERIDIAN Planning & Zoning Department ~~~~~~ 660 E. Watertower Ln., Ste. 202, Meridian, ID 83642 (208)884-5533 Phone/(208)888-6854 Fax TRANSFER OF CONDITIONAL USE PERMIT APPLICATION (RE: Meridian Zoning Ordinance -Section 1 1-17-10) APPLICANT2(Party to who/m pe/r~mit will transfer): A f- II/v~~(~/ I~ t lI -~ ADDRESS: JS33 `/U(/~G ~~L ~~~IaIrT~ ~~ 1 ~~~`~ PHONE: Gd a '~-/V ~ FAX: 672- olZS` E-MAIL: * AL) CURRENT PERMIT HOLDER (Parry from whom permit wil! transfer): I tIU H A2A MA OJ ~ $1 }~ ADDRESS OWNER(S) OF RECORD: ~a7~1A'Mr3`~tA~ ~-SAR164A /~,L-1 ADDRESS: 54-'S-F PHONE: -t 7j~{ -) Z ~ ~j FAX: ENGINEER, SURVEYOR, PLANNER: ADDRESS: PHONE: FAX: E-MAIL: E-MAIL: ADDRESS, GENERAL LOCATION DESCRIPTION OF PRESENT USE: DESCRIPTION OF PROPOSED CONDITIONAL USE: C, l~V~ CQQ(-2 PRESENT ZONE CLASSIFICATION: R' S [ have read the information contained herein and certify the APPLICANT'S SIGNATURE: is true and correct. Raw 1 ?~ 03 • • PURCHASE AND SALE AGREEMENT THIS AGREEMENT (the "Agreement") is made on the _ day of May, 2003, by and between Muhammad S. Ali and Sabiha Ali, husband and wife, of Eagle, Idaho and Diamond Key Enterprises, Inc., an Idaho corporation (herein collectively the "Seller"), and Kathy Sokoli and Zejna Garibovic, of Meridian, Idaho (herein the "Buyer"). RECITALS ~'C ~~ ~J Q A. Seller is the record owner of tha certain property located on 1155 East Chateau Drive, Meridian, aho, which property is commonly known as the "All About Day Care Center" (the "Center") and is more fully described on Exh~it A attached hereto and made a part hereof together with all and singular the improvements, fixtures, tenements, hereditaments, and appurtenances thereto belonging, or in anywise appertaining (collectively the "Real Property"J; together with all land use and business use permits including, without limitation, (i) all conditional use and business use permits associated with the Real Property (the "Entitlements") (ii) together with all of the inventory and other personal property of the Seller associated with the Center, which property includes, without limitation, the personal property more fully described on Exhibff "B" (the "Personal Property"); (iii) together with aIG of the right, title and interest of the Seller in all customer lists, good will, trade names, marks, or logos issued in connection with the Center (the "Intangible Property") (herein collectively referred to as the "Property"). B. Seller desires to sell, transfer and convey the Property, and Buyer desires to purchase the Property according to the provisions in this Agreement. NOW, THEREFORE, in consideration of the Property and .the mutual representations, covenants, undertakings and agreements hereinafter contained, Seller and Buyer represent, covenant, undertake and agree as follows: 1) Property. Seller agrees to sell, transfer and convey and Buyer agrees to purchase the Property, for the Purchase Price and subject to the terms and conditions set forth in this Agreement. PURCHASE ANb SALE AGREEMENT Page 1 2) Purchase Price. The purchase price to be paid by Buyer to Seller for the Property (the "Purchase Price") shall be Two Hundred Twenty-five Thousand Dollars {$225,000.00). a) Credit for Earnest Money. The Eamest Money Deposit shall be applied to the Purchase Price at the time of Closing. b) Down Payment. An additional payment of Fifty-Five Thousand Dollars ($55,000.00) shall be paid at the time and place of the closing. c) Payment Due at Closing. After credit for the Eamest Money and the Down Payment paid as provided above, the full Purchase Price, plus or minus prorations, and together with any other sum due from the Buyer to the Seller as herein provided, shall be paid by Buyer delivering a negotiable promissory note (herein the "Promissory Note") to Seller secured as more fully described below. The Real Property Promissory note shall be in the form of Exhibit "C" attached hereto. The amount of the Promissory Note shall be equal to the purchase price for the Property as herein noted, plus or minus prorations and together with any other sum due from the Buyer to the Seller as herein provided. The Promissory Note shall bear interest from the Closing Date at the rate of six (6.0%) percent per annum and will require even monthly payments of principal and interest in an amount sufficient to fully amortize the amount of the Promissory Note over one hundred twenty (120) monthly payments (a 10 year amortization). Notwithstanding the term of the amortzation schedule, the Promissory Note will require a balloon payment of all unpaid principal, interest and all other sums due thereon on the 5m annual anniversary of the Closing Date or, at the option of the Seller, in the event of a third default (whether or not cured) within any twelve month period. The Promissory Note may be prepaid in full without penalty. d) Security for Note and Other Obligations of the Buyer. The Promissory Note and the Buyers other obligations herein set forth (including, without limitation, those set forth in any exhibit attached hereto) will afl be secured by all of the following: i) Deed of Trust. Deed of Trust (herein the "Deed of Trust") encumbering all of the Real Property. The Deed of Trust shall be in the form of Exhibit "D" attached hereto. PURCHASE AND SALE AGREEMENT Page 2 o) Uniform Commercial Code Security Interest -Other Assets. A first priority Uniform Commercial Code security interest, properly perfected, in all of the fixtures associated with the Real Property, the Entitlements, Personal Property, Intangible Property and any other; iii) Life Insurance. Buyer shall acquire, pay the premiums on and maintain in force at all times relevant hereto a life insurance policy insuring the lives of both of the Buyers. The face amount of said policy shall be not less than the amount remaining due on the Promissory Note. The beneficiary of which policy shall be Sellers. Seller will agree to remit to Buyer any proceeds received from such policy in the event of the death of either of the Buyers over and above the portion of the proceeds thereof necessary to satisfy, in full, the Promissory Note and any other sums which may be due pursuant to the Agreemenf. iv) Guaranty. In the event that the Buyer shall assign their rights to a corporation or limited liability company as herein provided, then Buyers shall also jointly and severally guaranty each and every of the assignee's obligations on the Promissory Note, Deed of Trust and other instruments executed by the assignee. eJ Allocation of Purchase Price. The Purchase Price shall be allocated for federal and state tax purposes by Buyer and Seller pursuant to Exhibit "E" attached hereto. Buyer and Seller shall each complete and file form 8594 in accordance with Internal Revenue Code Section 1060 and the corresponding rules and regulations reflecting the allocation set forth on Exhibit "E". 3) Earnest Money and Escrow. Concurrently wffh Buyer's execution of these presents, Buyer shall pay to the Seller the sum of Ten Thousand Dollars ($10,000.00) as an earnest money deposit and a copy of the fully executed Agreement to the Seller ("Earnest Money Deposit"). Seller shall forthwith open an escrow account for the purchase and sale of the Property with Pioneer Title Insurance Company of Ada County ("Escrow Holder"). 4) Title Matters. At Closing, Seller shall convey the Property to Buyer by grant deed (herein the "Deed") in a form reasonably satisfactory to the parties, subject to: (i) to all easements and rights of way appearing of record, (ii) the Permitted Exceptions {as hereinafter defined), (ni) and real property taxes and assessments for the current year. PURCHASE AND SALE AGREEMENT Page 3 a) Title Commitment/Review Period. i) Title Commitment. At the cost of the Seller, forthwith after the date upon which this agreement has been fully executed and the Earnest Money paid, the Seller shall place an order for a current commitment for an owner's standard coverage policy of title insurance (the 'Title Commitment") issued by Pioneer Title Company of Ada County (the 'Title Company"), describing the Property, listing Buyer as the prospective named insured and showing the $140,000.00 as the policy amount. Buyer may request, with any additional expense to be paid by Buyer, such additional surveys, updates, additional endorsements or extended coverage as Buyer may determine. ii) Review of Title Commitment. Buyer shall have three (3) days after receipt of the Title Commitment or untl the Closing, whichever shall first occur (the "Review Period") in which to notify Seller of any objections Buyer has to any matters shown or referred to in the Title Commitment. Any exceptions or other items that are set forth in the Title Commitment and to which Buyer does not object within the Review Period shall be deemed to be permitted exceptions (the "Permitted Exceptions"). With regard to items to which Buyer does object within the Review Period, Seller shall, within five (5) days offer receipt of notice ftom Buyer of Buyer's objections, notify Buyer of Setter's agreement or refusal to cure such objections. If Seller is unable or unwilling to cure such objections by Closing, including any objections resulting from Buyer's election to obtain extended coverage, Buyer may, at Buyer's option, either (i) waive the objections not cured and proceed with the purchase of fhe Property as herein provided (in which event the Seller shall not be liable for any damage associated with any waived exception) or (ii) within the three (3) day period after the foregoing notice by Seller, terminate this Agreement by notice to Seller. (In the event that the Buyer elects to terminate as herein provided, the Eamest Money shall be returned to the Buyer and neither party shall have any further liability to the other.) 5) License for Entry and inspection Period. a) License to Inspect. Seller hereby grants Buyer a license to enter upon the Property, during business hours and upon reasonable advance notice, with Seller or Seller's representatives having the right to be present during such times, for all purposes reasonably related to a full and adequate determination of the suitability of the PURCHASE AND SALE AGREEMENT Page 4 Property for such uses as Buyer shall determine, including without limitation, the right to conduct surveys, soil tests, engineering studies, and environmental tests and audits and uniform commercial code lien searches relative Property. Buyer agrees to indemnify, defend and hold harmless Seller from any and all liability, claims, damages, expenses, judgments, proceedings and causes of action of any kind whatsoever, arising out of Buyer's exercise of the license granted herein, unless caused by the willful or negligent act or omission of Seller, its agents, con#ractors or employees. Upon completion of any such tests, studies, surveys, and/or audits, Buyer, at Buyer's expense, shall restore the Property substantially to its condition existing immediately prior to such tests. b) Feasibility Review Period. Buyer shall complete all of its studies, feasibility analyses, review of existing surveys, environmental tests and other reviews of the Property within seven (7) days following the full execution hereof ("Feasibility Review Period"). During the Feasibility Review Period, Buyer may cancel the agreement for any reason. If the Buyer so cancels the Agreement, it shall give all copies of all studies to the Seller. (In the event that the Buyer elects to cancel the agreement as herein provided, the Earnest Money shall be returned to the Buyer and neither party shall have any further liability to the other.) 6) Warranties and Representations. a) Representations of the Seller. Buyer acknowledges and agrees that Buyer is acquiring the Property in an "As Is" condition and solely in reliance on Buyer's own inspection; and that other than as may be expressly set forth in this Agreement, neither Seller nor any agents, representatives or employees of Seller, has made any representations or warranties, express or implied, verbal or written, with respect to any aspect of the Property or the business thereon conducted (including without limitation the physical and environmental condition of the Property and the subsurtace conditions of the soil and water) or its fitness for any particular use, except as herein expressly set forth. i] To Seller's knowledge, there is no existing, pending or threatened condemnation of any part of the Property. ii) The business of the Seller shall be operated from the date hereof through the Closing Date in the ordinary course of thereof and consistent with past practices. PURCHASE AND SALE AGREEMENT Page 5 b) Representations of the Buver. As of the execution of this Agreement and as of the Closing Date, the Buyer represents and warrants that the financial statements delivered to the Seller prior to the Seller's execution of this Agreement are true and correct in all material respects as of the date thereof and that there have been no material adverse changes in the financial condition of either of the Buyers since the date of such financial statements. 7) Conditions to Close. The closing of this purchase and sale of the Property is conditioned upon the occurrence of all of the following prior to or at closing unless waived by the Buyer in writing: a) Seller shall comply with all of its other obligations under this Agreement; and b) Buyer shall have completed its Feasibility Review as set forth in Section 5 and shall not have terminated this agreement as provided in paragraph 4 (relating to the condition of title to the real property) or paragraph 5 (relating to the physical condition of the Property). 8) Closing and Relafed Maffers. a) Closing Date. Closing shall occur on Friday, June 6, 2003 (the "Closing Date"). If the Seller tenders performance and the Buyer fails to perform its obligations due at the Closing then the Seller, in its sole discretion, may terminate this Agreement and retain the Earnest Money Deposit. b) Closing Documents. Prior to closing, Seller shall deposit with Escrow Holder a duly executed and acknowledged Grant Deed, Assignment and Bill of Sale conveying the Property to Buyer, together with instructions to deliver and record the Grant Deed (and other instruments of conveyance) when the Escrow Holder is in a position to deliver the Purchase Price to Seller. Buyer shall, on or prior to the Closing Date, deliver to Escrow Holder the balance of the Purchase Price, plus or minus prorations, with instructions to deliver the same to Seller upon recordation of Seller's Grant Deed and the Title Company's irrevocable commitment to issue the title insurance policy or binder required by Section 4; and c) Costs. Seller shall pay for and provide the Buyer with a standard Owner's Title Insurance Policy from the Title Company. Buyer shall PURCHASE ANp SALE AGREEMENT Page 6 pay for any extended title insurance or endorsements. All other closing costs shall be paid equally by Buyer and Seller. Buyer shall also reimburse the Seller for one-half (1/2) of the attorneys fees incurred by the Seller in preparing the initial draft of this agreement. 9) Assumption of Obiigations. Buyer agrees to assume, pay, indemnify and hold the Seller harmless from all liability accrued after the closing date on the Seller's obligations to ADT Securit Services and to the Dish Network. 10)Medium of Payment. All payments provided for in this Agreement (including, without limitation, payments of Earnest Money, the Purchase Price and prorations) shall be made in currency of the United States of America in immediately available funds, without setoff or counterclaim (except as may be expressly authorized herein) and free and clear of and without deduction for or on account of all presen# and future fees, deduction, withholdings, restrictions or conditions of whatsoever nature, if any, now or hereafter imposed, levied, calculated, withheld or assessed. "Immediately avalable funds" shall mean funds tendered without conditions or restrictions on release and in a medium which is subject to immediate deposii and/or credit without confirmation, clearance period, waiting or other delay for or restriction on immediate use or negotiation. Acceptance of any payment made otherwise than in immediately available funds shall not constitute a waiver of the right to require payment in immediately available funds. 11)Creditor Notice. The parties agree that the Notice to Creditors attached as Exhibit "F" shall be mailed by the closing agent to all present or past creditors of the Seller. 12)Commissions. Seller and Buyer hereby represent that there has been no real estate agent or real estate broker involved in this transaction. Buyer and Seller hereby agree to indemnify, defend and hold each other harmless from any and all liability, claims, damages, judgments, proceedings and causes of action of any kihd whatsoever arising out of the claims of any persons other than those identified in this Section 10 for any such commission. 13)Risk of Loss. Until Closing, Seller shall assume all risk of loss or damage with respect to the property. In the event of any loss or damage to all or any part of the Property prior to the closing, either Seller or Buyer shall have the right to terminate this Agreement, in which event all earnest money deposited shall be refunded to Buyer and each party shall be fully released and discharged from any further obligations PURCHASE AND SALE AGREEMENT Page 7 under this Agreement. If neither Seller nor Buyer terminates this Agreement, then the Buyer shall close the purchase of the Property as herein provided, without any adjustment to the price or other terms hereof and shall receive all insurance proceeds paid or payable by reason of the loss or damage. 14)Successors. This Agreement shall be binding on the heirs, successors, assigns and personal representatives of the parties hereto. 15)Remedies. In the event of a breach hereunder by any party, the non- breaching party shall have all remedies available at law or in equity, including the availability of injunctive relief. The failure or neglect of a party to enforce any remedy available by reason of the failure of the other party to observe or perform a term or condition set forth in this Agreement shall not constitute a waiver of such term or condition. A waiver by a party (i) shall not affect any term or condition other than the one specified in such waiver, and (ii) shall waive a specified term or condition only for the time and in a manner specifically stated in the waiver. I6)Notices. All notices given pursuant to this Agreement shall be in writing and shall be given by personal service, by United States Mail or by United States Express Mail or other established express delivery service (such as Federal Express), postage or delivery charge prepaid, return receipt requested, addressed to the appropriate party at the address set forth below: If to Seller: Muhammad S. Ali and Sabiha Ali 3437 S. White Post Way Eagle, Idaho 83616 With Copy to: Eric L. Haff, 1199 Main Street, Boise, Idaho 83702 If to Buver: Kathy Sokoli 1965 E. Peagram, Meridian, Idaho 83642 Zejna Garibovic 3533 Judical, Meridian, Idaho 83642 PURCHASE AND SALE AGREEMENT Page 8 With Copy to: The person and address to which notices are to be given may be changed at any time by any party upon written notice to the other party. All notices given shall be deemed given upon receipt; and For the purpose of this Agreement, the term "receipt" shall mean the earlier of any of the following: {ij the date of delivery of the notice or other document to the address specified above as shown on the return receipt, (ii) the date of actual receipt of the notice or other document by the person or entity specified above, or (iii) in the case of refusal to accept delivery or inability to deliver the notice or other document, the earlier of (Aj the date of the attempted delivery or refusal to accept delivery, (B) the date of the postmark on the return receipt, or (C) the date of receipt of notice of refusal or notice of non-delivery by the sending party. 17jCaptions and Headings. The captions and headings in this Agreement are for reference only and shall not be deemed to define or limit the scope or intent of any of the terms, covenants, conditions, or agreements contained herein. 18)Entire Agreement. This Agreement contains the entire agreement between the parties hereto and supersedes all prior agreements, oral or written, with respect to the subject matter hereof. The provisions of this Agreement shall be construed as a whole and not strictly for or against any party. 19jConstruction. In construing the provisions of this Agreement and whenever the context so requires, the use of a gender shall include all other genders, the use of the singular shall include the plural, and the use of the plural shall include the singular. This Agreement is entered into in the State of Idaho and shall be construed and interpreted in accordance with its laws. The provisions of this agreement shall not be construed against the in accordance with their plain and ordinary meaning and shall not be construed against the party drafting this agreement or offering any particular term or provision hereof. 20)Joint and Several Obligations. In the event any party hereto is composed of more than one person, the obligations of said party shall be joint and several. PURCHASE AND SALE AGREEMENT Page 9 21)Fax and Counterparts. This Agreement may be executed by facsimile or in multiple counterparts. Each party may rely upon any facsimile or counterpart copy as if it were one original document. 22)Cooperation with 1031 Exchange. Buyer and Seller shall have the right to effect an exchange which shall qualify for tax deferral under Section 1031 and, in such event, both Buyer and Seller agree to cooperate with such exchanges, provided that such exchanges shall not delay the closing and that no additional costs shall be unreasonably incurred by either party toward the other in effecting such exchange. 23)Severability. In the event one or more provisions (or portions thereof) of this Agreement is determined to be illegal or unenforceable, the remainder of the Agreement shall not be affected thereby and each remaining provision or portion thereof shall continue to be valid and effective and shall be enforceable to the fulles# extent permitted by law 24)Warranty of Authority. The parties warrant that they have full power and authority to execute and perform this Agreement. 25)Time of Essence. Time is of the essence of this Agreement and each and every term, condition, and provision hereof. 26)No Joint Venture. It is not intended by this Agreement to, and nothing contained in this Agreement shall, create any partnership, joint venture of other joint or equity type agreement between Buyer and Seller. No term or provision of this Agreement is intended to be, or shall be, for the benefit of any person, firm, organization, or corpora#ion not a party hereto, and no such other person, firm, organization or corporation shall have any right or cause of action hereunder. 27)Acceptance. Buyer shall have until 4:00 p.m. on Friday, May 30, 2003, Mountain Daylight Time, to accept this Agreement and deliver a fully executed copy of this Agreement to the Seller. Such copy may be faxed to seller, which faxed copy shall be binding upon both Buyer and Seller as if it were an original. This Agreement may also be executed in counterpart. 28) Permits and Fees. Buyer shall pay all permit fees, development fees, impact fees, sewer "tap" charges and any other charges related to the construction of its building. 29)Atforneys Representation, Fees and Costs. PURCHASE AND SALE AGREEMENT Page 10 • i) Representation. The Seller's attomeys provided representation to the Seller only and did not represent or advise the Buyer with respect to any matter relevant hereto. In executing this agreement, the Buyer acknowledges the foregoing and, further, acknowledges that Buyer either has had this agreement reviewed by an attorney of it's choosing or has elected to proceed without such review. ii) Dispute. In the event of any controversy, claim or action being filed or instituted between the parties to this Agreement to enforce the terms and conditions of this Agreement or arising from the breach of any provision hereof, the prevailing party w~l be entitled to receive from the other party all costs and expenses, including reasonable attomeys' fees, incurred by the prevailing party, whether or not such controversy or claim is litigated or prosecuted to judgment. The prevailing party will be that party who was awarded judgment as a result of trial or arbitration, or who receives a payment of money from the other party in settlement of claims asserted by that party. 30)Assignment. The Buyer shall have the right to assign its rights and duties under this Agreement to a corporation or limited liability company owned by the Buyers. However, such assignment shall not relieve or release the Buyers from their liability hereunder and, in the event of such an assignment: a) Buyers agree to jointly and severally guaranty each and every of the assignee's obligations on the Promissory Note, Deed of Trust and other instruments executed by the assignee; and b) The Buyer shall provide the Seller with written evidence satisfactory to the Seller of the authority of the Buyer's assignee to close the t5ransaction contemplated by this agreement and to perform the obligations of the Buyer herein set forth. 31)Survival. The terms and provisions of this Agreement shall survive and remain in tact following and notwithstanding the closing of the transaction contemplated herein. EXECUTED as of the date first above written. SELLER: Diamond Key Enterprises, Inc. PURCHASE AND SALE AGREEMENT Page ~ ~ i Muhammad S. Ali Sabiha Ali BUYER: Kathy Sokoli Zejna Garibovic Authorized agent PURCHASE AND SALE AGREEMENT Page 12 Exhibit "A" The Real Property is more fully described as follows: (to be completed) PURCHASE AND SALE AGREEMENT Page 13 Exhibit "B" The Personal Property is more fully described as follows: (to be completed) PURCHASE AND SALE AGREEMENT Page 14 Exhibit "C" The Promissory Note shall be in the following form: (to be completed) PURCHASE AND SALE AGREEMENT Page 15 Exhibit "D" The Deed of trust shall be in the following form: ~fo be completed) PURCHASE AND SALE AGREEMENT Page 16 Exhibit "E" The Purchase Price shall be allocated as follows: (to be compfefied) PURCHASE AND SALE AGREEMENT Page 17 ,~ Exhibit "F" The Creditor Notice shall be in the following form: (to be completed) PURCHASE AND SALE AGREEMENT Page 18 ~_ .J i r PROPERTY OWNERS WITHIN 300' ALL ABOUT KIDS MERIDIAN JOINT SCHOOL DIST NO 2 WATSON ROSALIE L 911 N MERIDIAN RD WATSON JARED D MERIDIAN ID 83642-2241 1030 E CHATEAU DR 1100 E CHATEAU DR MERIDIAN ID 83642-0000 MONTROSE SCOTT d BRENDA T DAYLEY CRAIG O d 2273 N ZIRCON AVE DAYLEY MARJORiE E MERIDIAN ID 83642-3479 1190 E CHATEAU DR MERIDIAN ID 83642-3403 HERBERGER BRYAN W d HERBERGER SHAWNA JENSEN CLIFFORD N d 2249 N ZIRCON AVE JENSEN JENNIFER D MERIDIAN ID 83642-3479 2210 N ZIRCON PL MERIDIAN ID 83642-3482 PON GTNY d XIAO PING 2227 N ZIRCON AVE PAIO ALAN L MERIDIAN ID 83642-3482 2215 N ZIRCON PL MERIDIAN ID 83642-0000 GAVIN THEODORE DALE d GAVIN SUSAN K BALL JOHN E d 1150 CHATEAU BALL MARY MERIDIAN ID 83642-0000 1057 E CHATEAU DR MERIDIAN ID 83642-3402 PERKINS L T PERKINS DOROTHY A ALI MUHAMMAD 5 d 1120 E CHATEAU DR ALI SABIHA N MERIDIAN ID 83642-0000 3437 5 WHITEPOST WAY EAGLE ID 83616-6420 LARA RAFAEL d 1155 E CHATEAU DR LARA FLORA A 1110 CHATEAU DR ROBINSON MARCIA D d MERIDIAN ID 83642-0000 ROBINSON CHARLES W 2162 JERICHO WAY RILEY MARK L d MERIDIAN ID 83642-0000 RILEY CATHY V 3208 SNOWFLAKE WAY REED PATRICIA M BOISE ID 83706-0000 2167 JERICHO WAY 1080 E CHATEAU DR MERIDIAN ID 83642-1881 TERRIQUEZ JUANA & MAGANA FRANCISCO 1185 E CHATEAU DR MERIDIAN ID 83642-3404 MALOY RAY W 2191 N ZIRCON PL MERIDIAN ID 83642-0000 ANNis STEVEN KENDALL ~ ANNIS MARY L 2182 N ZIRCON PL MERIDIAN ID 83642-3420 BOWLES LORA BOWLES MARK A 2167 N ZIRCON PL MERIDIAN ID 83642-0000 BRENEMAN JEFF A d BRENEMAN HEATHER N 1122 TORRINGTON CT MERIDIAN ID 83642-1853 DUNCAN RICHARD SHELDON 6 DUNCAN THERESA D 1164 TORRINGTON CT MERIDIAN ID $3642-1653 THOMAS EDDIE C 6 THOMAS RUTH V 2137 JERICHO WAY MERIDIAN ID 83642-1881 SHERMAN STEVEN C SHERMAN NAN 1184E 7ORRINGTON CT MERIDIAN ID 83442-0000 TERHUNE TERRY 6 TERHUNE LORI A 21b2 N ZIRCON PL MERIDIAN ID 83642-0000 C~ DELVECCHIO LISA 2139 N ZIRCON PL MERIDIAN ID 83642-0000 FAULKNER FREDA 1014 CLAYBOURNE DR MERIDIAN ID 83642-0000 MCMURDIE SHANELL M MCMURDIE PAUL E 2123 N ZIRCON PL MERIDIAN ID 83642-0000 PLANT DONNA L 2095 JERICHO WAY MERIDIAN ID 83642-1879 GILBERTSON KEVIN SCOTT 6ILBERTSON ANNETTE IRENE 1183 TORRINGTON CT MERIDIAN ID 83642-1853 HOWORTH CHARLES L & HOWORTH GAIL M 2094 JERICHO WAY MERIDIAN ID 83642-1878 MOORE ANNETTE M 1151 E TORRINGTON CT MERIDIAN ID 83642-0000 MILLER JOSEPH M 1171 E TORRINGTON CT MERIDIAN ID 83642-1853 SKALSKYJ RACHEL 2107 N ZIRCON PL MERIDIAN ID 83642-0000 TREANOR KENNETH H 2061 JERICHO WAY MERIDIAN ID 83642-1879 ~J HYDER JAN E 1124 E WILLOWBROOK CT MERIDIAN ID 83642-0000 HOLMES MICHAEL A HOLMES LAURIE M 1144 E WILLOWBROOK CT MERIDIAN ID 83642-0000 GRIMM ROBERT W ~ GRIMM TERRY L PO BOX 593 GARDEN VALLEY ID 83622-0593 1184 E WILLOWBROOK CRT bARBY APRIL A 1194 E WILLOWBROOK DR MERIDIAN ID 83642-0000 ~c0 `~ ~"`"I 0-ti.v~ ~ (5; ~-i (~ vim.-p--L, ~-~-e. S .~-e~ ,r ~ j f,~7~1/ ~ ~v c~"P~ ~ -~ aS Imo. - ~ ~ c~--mac, ~ we. o ~ S ho c~-1 ~ ©c ~v~-tom. ~' ~~~~~ . ~ ~ S S ~ . ~,h.o~l'~o~ 5~ , P.03 ~MRY-30-2003 15151 ~ • fJ ~`I~X~YC~~ ~.PE~' C~~ Cl ~ Value Reeelved .TPJeRY 0, COBI.aR, AD ODNAIIRS[m DAD nc~ 8f+n[or , dna6 hereby 8esmt, barbin, tell and Convey unto NOIWHMAp 6. ALI ADD fiA,HI1W N. ALI, II09Dln® A!ID MIPe whose eurront addrns is 3427 9. tse2TBP08T rrAY , Pl,LiLE~, LDAkfO 83616 shn enrrtee v the followisti dneribnl Prcmlut, In AOA County ldaha, to wit Y.OT 2 ID eLOCrt 1 oP MERTDIAD Pf,pCE 8D8MVIfiIODt DO. 1, ACCORDIDO 1'O TRa OPPLCIAL DUT 1'stEBSOB, PSLep ID 800R 17 08 Prpra AT PA~B 3837 AyID 3938, ADD AFbIDAV2T RBGbADP,p JODS 73, 1989, A6 IDSTRta1JDeT D0. 8979161, OePSCIA4 Pbf.'OPDa OP A00 COUffiSlf, IDADO. ~LW HAVE AND'!b HOLD d:e raid premise, wkh their appmsenonces onto dke nld deuntete , ebair hcirt and asdgns f9rcvee Aad the Onntar does hereby wverunr to snd with the said Grtnrce o, that he 18 the owner in fee thnple of nW prtmiset; rhos eheY art fro (rsun ell eneumbranen, EXCEPT dyne ro whleh dtLL conveyance is erprestlY made sub(tee and these matte, suRaed ar done by dse Orantwe : asul tobjeet to reservaebsu, resninbna, dedieulen4 easemattet, ei6hn M way and a8reementt, (If any) of roeord, and 8enenl ms:n atsd aarcurrwatu. Includes Irelption and utlkty awetmena, (if any) for ehe curtent year which aro not due and payable, and that Oranoor will w+rnne and defend the aroe from al( lawful clahns whatsoever, ~atedi Arsgkfae 75, 1997 o, aDDaa 97070672 Pmnr.,e r (2nm FaPao. kne.led•e; m a4 ehw '~ coot^yted thetenw. Nanry nAlk . Weha ec.::• i~cccaJea 80iSE ID AMEgICAN VWp TFFLE CO. '97 R8G Z9 P17 19 FEf ~~ ~,,e hECC::61'? R'i Sr :' p Epl' OF ~~ Y z v MRY-30-2003 15 51 Year I Perro10 ~- C i Real Sub Proeem Tmw wwnun Pmpelb Addrose 1196 E pIATEAU OR NER011AN ID 03W2-0000 6rwe Type SUS ereup ~ Dseedp0en MERIDLIN PLACE NO DI SeeliadiewmAipAtanps ® ® lE Zadrq Code N•B P.02 .IINPoRNATION Stabs . Plpsied Insesdion Deb ~' Drop HOE Ad e~ 11A920D1 (" Benk~uWeY PdnmT Code Area Apprdau Imliak r ~~ Brakm r Urban Renard rna~~.. • . ~ ~-- ivianus~ DfiC DeleBal ~" Dnnenhip Chee -- - -- Nsme AU NU ANNAD S L AU SABI N ~AdQ11de PARCEL VAItfES Aelivs Asaegmmd Nal Propxq DCpuparaq Stab Cabyoq Aa.epe Pdmep Noe.•Oeeupanpy 200 0.190 Ac6va Riwv Non•Ocautwlpy 410 0.000 e 'e . ~; _~ 1 Asrsad Vabe Told Paved Values Asa:ad Ad 111.e00 Teahk Amt 111.800 ~Narwlxlmad MRY.30-2003 15 50 ,~ybw ~ ~ 5 `.+A A 7ianeer Camoany ' PIONEER TT'r'i:E COs~ANY ' OF AOA COUNTf. , Sl3l `Nat AiQa~na+t St:Yee / Bois=, Idaka 43704 / TalePt+anc (:08) J77-2109 -AIE: v , ~7LE.u'LLON: ~2.IC'. ' BU5LNES5: r~ PHONE: P.01 i i FA.I N0: 2081]73- 3675 'PHONE: 373 - ~ (DIRECT LIVE) • SO'UL' ~E8 DF Y9GES 88LYG Fil'~O • LVCLU-LYC~ ISIS LEII-R SE9D __ . ' TSAN& YUI1 F08 YOUP. P&OI~Y RESYUNSE' YO IffiS E3S 6H0 SSOOII3 YQU ~~ .• ~ _ I AtYY QUESTL-NS'i 'PLEi15~ t•yT.T.•~ ~• • i • i CONSENT We, Sabiha and Muhammad S.AIi, own All About Kids, a Childcare Center located at 1155 East Chateau Drive, Meridian, Idaho. On June 6, 2003, the ownership will be transferred to Kathy Skoli and Zejna Garibovic. We hereby consent that Kathy Skoli and Zejna Garibovic may apply for a conditional use permit on their name to operate All About Kids, a Childcare Center located at .1155 East Chateau Drive, Meridian, ID. Sabiha Ali Muhammad S. Ali INDIVIDUAL STATE OF IDAH~,~~~ )ss. COUNTY OF -1~= ) On this 3 day of in the year a~fJO befor me a Notar u is in a d f say' ,State, personally appeared ~-Y ,known or identified to me to e t e person whose..name~eis are su scri ed to the within instrument and acknowledged to me = that ~he~ executed the same... - WITNESS my hand and official seal. f .1. /IA . ~~,. _~ Notary ruoi~c r iaapo Residing at .~~-coiv., . hey commission expires: ~-Sr-,~~~