HomeMy WebLinkAboutPurchase and Sale Agreement with Ten Mile Investments, LLC for McNelis SubPurchase and Sale Agreement
COLLIERS PARAGON, LLC
Date December 15, 2013
1. THIS AGREEMENT FOR THE PURCHASE AND SALE OF CON~-1ERCIAL REAL ESTATE
this " Bement" is entered into as of the day defined in section 29 of this Agreement by and
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between the City of Meridian, an Idaho municipal corporarion, hereinafter called ("Buyer"j, who
a ees to urchase, and Ten Mile Investments, LLC, hereinafter called ("Seller"), who agrees to sell,
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the following described real estate, hereinafter referred to as {"Premises"j.
2. PREMISES ADDRESS AND LEGAL DESCRIPTION. The Premises is legally described on
Exhibit A, attached hereto and incorporated herein.
3. REPRESENTATION CONFIRMATION. Colliers Paragon, LLC is representing the Buyer and
.Idaho Commercial Brokerage, LLC/Colliers Paragon, .LLC is representing the Seller in this
transaction.
Check one (1) box in Section 1 below and one ox more (1) bogs in Section 2 below to confirm that in
this transaction, the brokerage(s) involved had the following relationship(s) with the BUYER(S) and
SELLER(S).
Section 1:
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A. ^ The broker working with the BUYERS} is acting as an AGENT for the
BUYER(S).
B. ^ The broker working with the BUYER(S) is acting as a LIMITED DUAL
AGENT for the BIJIrER(S).
C. O The brokerage working with the BUYER(S) is acting as a LIMITED DUAL
AGENT for the BtTYER(S), and has an ASSIGNED AGENT acting solely on
behalf of the BUYER(S).
D. ^ The broker working with the BUYER(S) is acting as a NONAGENT for the
BUYER(S).
Section 2:
A. D Idaho Commercial Brokerage LLC is acting as an AGENT for the
SELLER(S).
B. ^ The broker working with the SELLER(S) is acting as a LIMITED DUAL
AGENT for the SELLER(S).
C. D Col}iers Paragon LLC is acting as a LIMITED DUAL AGENT for the
SELLER(S), and has an ASSIGNED AGENT acting solely on behalf of the
SELLER(S)
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D, ^ The broker working with the SELLER(S) is acting as a NONAGENT for the
SELLER(S).
' this document confirms that he or she has received read and understood the
Each party signing
Brochure and has elected the relationship confirmed above. In addition, each
Agency Disclosure
confirms that the broker's a enc office policy was made available for inspection and review.
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PARTY UNDERSTANDS THAT HE/SHE IS A "CUSTOMER" AND IS .NOT
EACH
RESENTED BY A BROKER UNLESS THERE IS A SIGNED WRITTEN AGREEMENT
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FOR AGENCY REPRESENTATION.
4. RESPONSIBLE BROKER.
The Res onsible Broker in this transaction is George Iliff, Designated Broker for Colliers Paragon
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LLC.
5. EARNEST MONEY.
i Within five 5) business days of the execution of this Agreement, Buyer shall deposit Ten
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Thousand Dollars and NO/100 ($10,000.00) in the form of cash (the "Earnest Money
De osit" as earnest moneywith TitleOneCorporation, c/o Scott Darling located at 1101 W.
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River Street, Suite 201, Boise, ID 83702 (the "Title Company" and/or "Escrow Agent" as
a licable . Subject only to the conditions precedent set forth in Section 8 of this
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Agreement, and absent Seller's breach or inability to perform, the Earnest Money Deposit ~s
non-refundable but such Earnest Money Deposit and the accumulated interest thereon shall
be a lied against the Purchase Price at closing and refunded to Buyer only in the event this
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A Bement is terminated as a result of the Seller's breach hereunder. In the event this
Agreement is terminated after conditions precedent set forth in Section 8 of this Agreement
have been waived or satisfied, or the sale fails to close, by reason of a breach by Buyer, the
Earnest Money Deposit shall be paid to Seller.
ii Earnest Mone De osit shall be deposited with the Escrow Agent upon acceptance by Seller
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and Buyer of this Agreement and shall be held in trust in accordance with the terms and
conditions of this Agreement.
6. PRICE/TERMS. The total "Purchase Price" is One Million Fifty Thousand and No/100ths
($1,050,000.00), payable as follows:
(i) $10,000.00 Earnest Money Deposit; and
(ii) $1,040,000.00 Balance of the Purchase Price to be paid in cash at closing
7. INCLUDED ITEMS. All easement rights, mineral rights, other appurtenances, water and water
rights appurtenant to or used on the Premises including, but not limited to, any right Seller may have to
receive natural flow and/or stored water delivered through any ditch, canal or water company's
facilities, or under entitlements held by a third party for use on the Premises, and all shares, certificates,
and other documents evidencing such water rights.
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CONDITIONS AND CONTINGENCIES. Unless the parties otherwise
8. ADDITIONAL TERMS,
ddendum to this A Bement, the date upon which all conditions and contingencies
agree in a written a gr
r waived shall be one hundred twenty (120) days from the Effective Date (the
must either be satisfied o rocedure
« Date" with the exce lion that such date maybe extended pursuant to the p
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et forth in Exhibit B of this A reement under the title "Hazardous Substances."
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R CONDITIONS: The closin of this transaction is contingent upon satisfaction or
8.1 BUYS g
waiver by Buyer of the following conditions:
1. Ins ection: U on mutual execution of this Purchase Agreement Buyer. shall be given
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full o ortuni to ins ect and investigate and to accept to Buyer's satisfaction, each
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and eve as ect of the Premises independently or through agent(s) of Buy g,
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but without limitation with regard to:
i. All matters relatin to survey, environmental audit, and title, together with all
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overnmental and other legal requirements such as taxes, assessments, zoning,
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environmental studies, use permit requirements and codes.
ii. Buyer shall further be granted access to inspect the physical condition of the
Premises and all matters relating to the internal and external maintenance of any
improvements of the structures and/or grounds related to the Premises.
2. Financing: Not applicable.
If an of the fore oin conditions remain unsatisfied and unwaived by Buyer on the Satisfaction Date,
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this A reement shall terminate, rovided Buyer has given written notice of such unsatisfied and
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unwaived conditions with a reasonable opportunity to cure to Seller by the Satisfaction Date, and the
Earnest Money shall be returned to Buyer.
8.2 SELLER CONDITIONS: The closing of this transaction is contingent upon satisfaction or
waiver by Seller of the following conditions:
1. Parcel Bounda Adjustment: Buyer has completed a property boundary adjustment of
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the Premises and the remainder of Lot 4 in Block 2 of McNelis Subdivision, according
to the official lat thereof file in the real ro erty records of Ada County, such that
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Seller may lawfully convey the Premises to Buyer.
If an of the fore oin conditions remain unsatisfied on the Satisfaction Date, this Agreement shall
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terminate.
9. TITLE COMPANY/ESCROW AGENT. The parties agree that the Title Company/Escrow Agent
as defined in Section 5 shall provide any required title policy and preliminary report or commitment.
Each party agrees to pay one-half of the Escrow Agent's fees.
10. TITLE INSURANCE. Seller shall provide and pay for an Owner's Standard Coverage Title Policy
insurin the Bu er for the amount of the purchase price. Extended coverage required _ Yes X
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No. Additional remiums for extended coverage and any survey required by the Title Company shall
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r shall cause the Title Com any to provide Buyer with a preliminary title report
be paid by Buyer. Selle p 'ons listed
or commitment to ether with copies of all underlying documents giving rsse to any excepts
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' five 5 da s of the Effective Date. Buyer shall have until the Satisfaction Date to
therein on or within () y
Seller to the condition of title as set forth in the report. In the event the
obJect, by written nonce to ,
s written ob' ection to an exce Lion to title, Seller shall have a reasonable time, not to
Buyer make J Y p
' ss da s to remove an such ob'ection to exception or provide affirmative title
exceed seven (7~ busine y , y J
nd in the event the Seller cannot remove, or is unwilling to remove, such objected
insurance coverage, a
r rovide affirmative title insurance coverage, the Buyer may elect, as its sole remedy, to
to exceptions o p
i er terminate this A reement or (b) proceed to closing, taking title subject to such exceptions.
(a) e th g
does not ob'ect within the time frame set out above, the Buyer shall be deemed to .have
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ondition of the title. In the event Buyer elects to terminate this Agreement as provided
accepted the c
Bu er shall be entitled to the return of all refundable deposits made by Buyer. The final
herein, the, y
ance olic shall be delivered to the Buyer by the Title Company as soon as possible after
title insur p y
closing.
LOSING DATE. On or before Closin ("Closing" shall be deemed to be the date on which
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the deed is recorded and the sales proceeds are available for disbursement to Seller), Buyer
and Seller shall de osit with the Escrow Agent all funds and instruments necessary to complete the
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sale. Closin shall occur no later than Five (5) days from the expiration of the Satisfaction Date.
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12. DOCUMENTS TO BE DELIVERED AT CLOSING. On the date of Closing, Seller shall have
executed or caused to be executed, and delivered to the Closing Agent the following documents in a
form reasonably acceptable to Buyer and Seller:
(a) General warranty deed; and
An other instruments or documents reasonably requested by Buyer, Seller, or Escrow
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Holder.
13. POSSESSION/PROBATION. Buyer shall be entitled to possession on the day of Closing. Taxes
and water assessments (using the last available assessment as a basis), rents, insurance premiums,
interest and reserves on obligations assumed and utilities shall be prorated as of Closing. Any tenant
deposits held by Seller shall be credited to Buyer at Closing.
14. ACCEPTANCE. Bu er's offer is made subject to the acceptance of Seller on or before 5:00 PM
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MST on December 20, 2013.
15. DEFAULT. If Seller executes this Agreement and title to the Premises is marketable and insurable in
the conditions a roved under Section 10 hereof and all Buyer's contingencies have been removed or
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waived and Bu er or .refuses to comply with the terms of or any condition of sale by the date on which
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such term or condition is to be complied with, then the Earnest Money Deposit shall be forfeited to
Seller and Bu er's interest in the Premises shall be immediately terminated. The parties declare it to
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be their intent that the ayment of the earnest money deposited by Buyer shall be Seller's sole and
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exclusive remed as liquidated damages. SELLER AND BUYER AGREE THAT IT WOULD BE
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IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES TO SELLER
IN THE EVENT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. THE PARTIES
HEREBY AGREE THAT A REASONABLE ESTIMATE OF SUCH DAMAGES IS AN AMOUNT
E UAL TO THE EARNEST MONEY DEPOSITED BY BUYER ~1ITH ESCROW HOLDER
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Page 4 of 11
HEREUNDER, AND IN THE EVENT OF BUYER'S DEFAULT UNDER THIS AGREEMENT,
SELLER SHALL BE ENTITLED TO RECENE AND RETAIN AS FULLY AGREED
LIQUIDATED. DAMAGES THE ENTIRE EARNEST MONEY DEPOSIT HELD BY ESCROW
HOLDER HEREUNDER, ALL OTHER REMEDIES HEREIN BEING EXPRESSLY WAIVED
BY SELLER.
In the event of a default by Seller, Buyer may, at its option, (i) terminate this Agreement upon written
notice to Seller and direct Escrow Holder to refund to Buyer all earnest money deposited by Buyer
hereunder, or (ii) pursue the remedy of specific performance.
In the event of default by either of the parties in their performance of the terms or conditsons of this
Agreement, the defaulting party agrees to pay all attorney fees and costs incurred by the non-defaulting
party and in the event of suit the prevailing party shall be entitled to its reasonable attorney fees and
costs.
In the event of a dispute between the ,parties as to the Earnest Money Deposit deposited hereunder by
Buyer, the Escrow Agent holding the Earnest Money Deposit may file an interpleader action in a court
of competent jurisdiction to resolve any dispute between the parties.
The Buyer and Seller authorize the Escrow Agent holding the Earnest Money Deposit to utilize as
much of the Earnest Money Deposit as maybe necessary to advance the costs and fees required for
filing of any such action. The cost of such action shall be paid by the Party which is not the prevailing
party.
16. TITLE CONVEYANCE. Title to the Premises is to be conveyed by special warranty deed and is to
be marketable and insurable except for rights reserved in federal patents, building or use restriction,
building and zoning regulations and ordinances of any governmental unit, rights of way and easements
established or of record, and any other liens, encumbrances or defects of record or approved by Buyer.
In the event any personal property is included as part of the contemplated sale, it shall be conveyed by
bill of sale and shall be free and clear of all liens, claims and encumbrances.
17. RISK OF LOSS. Should the Premises be materially damaged by fire or other cause prior to closing
and such damage is ten percent (10%) of the Purchase Price or less, then Seller shall pay or assign the
proceeds of the insurance to Buyer (and pay to Buyer the amount of any deductible in cash) at Closing
and Seller and Buyer shall proceed with Closing without adjustment to the Purchase Price. If such
damage exceeds ten percent (10%) of the Purchase Price, then this Agreement shall be voidable at the
option of the Buyer by written notice to Seller within ten (10) days of the date Buyer receives notice of
such damage, however, Buyer may elect to proceed with Closing without adjustment to the Purchase
Price (either by written notice of such election or by failure to timely send written notice of the voiding
of this Agreement as provided above) and Seller shall pay or assign the proceeds of the insurance to
Buyer (and pay to Buyer the amount of any deductible in cash) at Closing.
18. CONDEMNATION. Should any entity having the power of condemnation decide prior to Closing
to acquire any portion of, or interest in, the Premises with a value of ten percent (10%) or less of the
Purchase Price, Seller shall pay or assign the proceeds of the taking to Buyer at Closing and Seller and
Buyer shall proceed with Closing without adjustment to the Purchase Price. If such taking exceeds
ten percent (10%) of the Purchase Price, Buyer at Buyer's sole option may either (a) elect to terminate
Buyer's obligation to purchase the Premises by giving written notice to Seller at any time prior to
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return the Earnest Money Deposit or (b) elect to complete the
Closing and Seller shall promptly
d re uire Seller at Closing, to immediately appoint Buyer as its
purchase of Premises an q
'th said condemnin enti ,and, in such event, Buyer shall receive all
attorney-in-fact to negotiate vin g tY
emnation roceedin of the Premises; excluding any amounts attributable
sums awarded in such cond p g
other ro er owned b Seller. Seller hereby agrees to immediately give notice
to adverse impacts on p p ty y
mnation or contem lated condemnation of the Premises and Buyer hereby
to Buyer of any Conde p
' hin ten da s of such notice, 've written notice to Seller of Buyer's election with respect
agrees to, wit y ~
thereto.
ON OF PREMISES AT CLOSING. Buyer agrees to .purchase the Premises in its
19. CONDITI
condition as-is /where is, with all faults. Buyer will assume those obligations with respect
(existing} ,
remises as are ex ressl stated in Section 8. Buyer does not agree to assume any other
to the P p y
with res ect to the Premises exce t fdr those obligations stated in Section 8. Seller shall
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' the Premises until the closin in its resent condition, ordinary wear and tear excepted,
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sub'ect to the rovisions of Sections 17 and 18 on casualty and condemnation.
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20. INSPECTION. Buyer hereby acknowledges further that Buyer is not relying upon any statement or
re resentations b the Broker or Broker's representatives or by the Seller which are not herein
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ex ressed. The Bu er has entered into this Agreement relying upon information and knowledge
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obtained or to be obtained from Buyer's own investigation or personal. inspection of the Premises.
DITIONAL PROVISIONS. Additional rovisions of this Agreement are attached hereto in
21. AD P
Exhibit B under the heading "Hazardous Substances".
COMMISSION. Commissions shall be paid pursuant to a separate agreement between Seller and
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Idaho Commercial Brokerage, LLC /Colliers Paragon, LLC.
DUAL REPRESENTATION: The undersi ed have received, real and
23. CONSENT TO LIMITED ~
understand the A enc Disclosure Brochure.. The undersigned understand that the brokerage
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involved in this transaction will be or may be providing agency representation to both Buyer(s) and the
Sellers . The undersi ed each understand that as agents for both Buyer and Seller, the brokerages}
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will be limited dual a ents and ne otiations, terms or factors motivating the Buyer to buy or the Seller
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to sell without s ecific written ermission of the disclosing party. The specific duties, obligations and
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limitations of a hmited dual agent are contained in the Agency Disclosure Brochure as requir y
Section 54-2063, Idaho Code. The undersigned each understand that a limited dual agent does not
have a duty of undivided loyalty to either client.
24. ESCROW INSTRUCTIONS. The Escrow Agent is instructed to, in a manner consistent with the
terms hereof: receive and hold deposits and other funds; disburse such funds in accordance with
se arate authorization si ed by Buyer and Seller; prepare closing statements for execution by Buyer
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and Seller; receive documents, secure their execution and acknowledgement, record them in the
ro er se uence, deliver originals to the appropriate parties, and deliver copies of all documents
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si edb either arty to that party. If a dispute arises regarding any funds held by the closing agent,
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such a ent shall have no .obligation to resolve such dispute but shall hold the same pending resolution
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of such dispute, and may at its option bring an action in interpleader.
25. LEGAL REPRESENTATION. The parties expressly acknowledge they have been represented by
counsel of their own choice in connection with this Agreement and have discussed the terms of this
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el to the extent each ar believes it to have been necessary to fully
Agreement with .such couns p tY
o£ In enterin into this A reement, the parties represent and declare that
understand the terms here g g
each of them full understands the terms and effect of this Agreement.
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ENT. This A eement, including any addenda or exhibits, constitutes the entire
26. ENTIRE AGREEM gr
n the arties and no re resentation or warranties, or implied, have been made or
Agreement betwee p p
shall be binding upon either party unless herein set forth.
AL. All of the re resentations and warranties set forth in this Agreement shall constitute
27. SURVN p
' re resentations and warranties, shall be deemed to be true and correct as of the date of closing
continuing p
' chase of the Premises from Seller, and shall (along with all indemnification, defense and
of Buyer s par
rmless ob ' bons related thereto survive the closing of Buyer's purchase of the Premises from
hold ha liga )
Seller.
FIDENTIALITY. The arties a ee that the terms and conditions of this Agreement and
28. CON P ~ held
information re rdin the Premises (hereinafter referred to as "Confidential Information) shall be
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in confidence exce t as mutuall a eed by the parties in writing. Notwithstanding the foregoing, Buyer
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ma ublicl disclose the fact that Buyer is under Agreement to purchase the Premises and Buyer may
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disclose Confidential Information to its employees, advisors, or consultants as necessary to complete
the transaction contem la.ted b this Agreement. Until closing, Buyer shall make reasonable efforts to
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hold the Confidential Information to be exempt from public disclosure pursuant to applicable laws,
unless re aired to do sob a court of competent jurisdiction. After closing, all records relating to this
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transaction held b Buyer may be subject to public disclosure upon request by the public. Except as
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rovided above, neither shall use for its own benefit or for the benefit of others, or divulge to
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others an information,, knowledge, or data of a confidential or proprietary nature or otherwise not
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readil available to members of the general public which concerns the business or affairs of the other
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party and which was acquired during the term of this Agreement.
29. BINDING AGREEMENT; COUNCIL APPROVAL REQUIRED. This Agreement shall not be
bindin or enforceable until both parties have executed an original (or a counterpart original) of this
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A eement and have delivered to each other an original (or a counterpart original) of this Agreement fully
executed b the delive ' a .Seller acknowledges that this Agreement will be executed by the Seller
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before Bu er executes the Agreement and that the execution of the Agreement by the Buyer is contingent
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u on the a royal of the terms and conditions of this Agreement by the Meridian City Council and the
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Council's authorization for the Meridian City Mayor to execute this Agreement on behalf of Buyer; the
date u on which the Meridian City Mayor executes and delivers this Agreement to Seller after the
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Meridian Ci Council rovides such authorization on the record at a regularly scheduled meeting of the
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Meridian City Council shall be considered the "Effective Date" of this Agreement.
30. TIME IS OF THE ESSENCE IN THIS AGREEMENT.
[end of text; .rignature page follows ]
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THIS IS A LEGALLY BINDING AGREEMENT. PRIOR TO SIGNING THIS AGREEMENT,
BUYER AND SELLER ARE ADVISED TO SEEK THE ADVICE OF COMPETENT LEGAL
COUNSEL. WRITTEN INFORMATION PROVIDED, BY BROKER IS BELIEVED TO BE
RELIABLE BUT INDEPENDENT VERIFICATION BY BUYER SHOULD BE
UNDERTAKEN.
Buyer
By:
Its:
Address:
City of Meridian Seller: Ten Mile Investments, LLC
11
~ ~ E ~ . McNelis
Tammy U er `^- ~~~ J
,~ City UT
Ma or ~ ~~ ~~~- ~ Manager
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ATTEST ~-~~~, ~~
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Jaycee Holman, ~ ~ F ~~ ~ ~,~ r ~. t~. ; ~~
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33 East Broadway Avenue Address. ~
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Meridian Idaho, 83642 _ ~' ~
• Tele hone:. . ~ ` ~ ~ ` ~
Telephone ~$ B~Fs y X13 ~ p
Fax: ao$ • $$fs ~ ~ a~ 8 Fax: --
Date: ~ av1 ~ Date:
Page 8 of 11
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EXHIBIT A
LEGAL DESCRIPTION OF PREMISES
All of Lot 3 in Block 2 of McNelis Subdivision, according to the official plat thereof recorded
in the real property records of Ada County, Idaho in Book 100 of Plats on Pages 13082
through 13084 AND the following described portion of Lot 4 in Block 2 of McNelis
Subdivision, according to the official plat thereof recorded in the real property records of Ada
County, Idaho in Book 100 of Plats on Pages 13082 through 13084:
The portion of Lot 4 in Block 2 that Buyer is buying and Seller is selling is 4.75 acres and is
shown below as PARCEL 1.
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Ct 290,~t ~0~6"'6+t' 15~~! 71i,7~ 151,if7 N ~!'08'~0" W
tOp,60 Q9"60".!Q" 117,61 7.17 161,t~ N ~d`17"~' W
C9 4Tf,QD 10'6T~t~' !1 A~' X0,96!! U1,64 S 11'!i@'~~` W
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EXHIBIT B
H~Z~RDOUS SUBSTANCES
"hazardous substance," "release," and "removal" shall have the
Definitions. The terms
• • et forth in Title 42 U.S. C. ' 9601 (or the corresponding provision of any
de~rution and meaning as s
• r that the term "hazardous substance" shall include "hazardous waste"
future law), provided, howeve law and
42 U.S.C. ' 6903 or the corresponding provision of any future )
as defined in Title
« ~~ din Title 42 U.S.C. ' 6991 or the corresponding provision of any future law).
etroleum as define (
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« "hall mean the Com rehensive Environmental Response, Compensation and
The term superfund s p
U.S.C. ' ' 9601 et se . or the corresponding provision of any future law) and
Liability Act, Title 42 q
ordinance rule or re elation of any state or local legislature, agency or body.
any similar statute, ~ g .. ~ rth ~ Title 42
term "under round stora a tank" shall have the definition and meaning as set fo
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U.S.C. ' 6991 (or the corresponding provision of any future law).
ations and I~arranties. The Seller re resents and warrants to, and covenants with, the
Kepresent p
Buyer that:
a To the best of Seller's knowledge the Real Property is not contaminated with any
hazardous substance; and
b To the best of Seller's knowled e the Seller has not caused and will not cause the release of
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any hazardous substances on the Real Property; and.
c To the best of Seller's knowledge the Seller has conducted a diligent investigation and
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in and. there has never occurred a release of hazardous substances on the Rea
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Property; and
d To the best of Seller's knowledge the Real Property is not .subject to any pending,
threatened, or likel federal, state, or local "superfund" lien, proceedings, claim, liabdty, or
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action for the cleanu ,removal, or remediation of any hazardous substance from the Real
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Property; and
e To the best of Seller's knowledge no other real property owned or controlled by the Seller
or in which the Seller has any legal, equitable, or other interest is subject to any pending,
threatened, or likel federal, state, or local "superfund" lien, proceedings, claim, liabihty, or
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action for the cleanu ,removal, or remediation of any hazardous substance from such
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property; and
To the best of Seller's knowledge there is no asbestos on the Real Property; and
To the best of Seller's knowledge there is no underground storage tank on the Real
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Property; and
h To the best of Seller's knowledge by acquiring the Real Property, the Buyer will not incur
or be subject to any "superfund" liability for the cleanup, removal, or remediation of any
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hazardous substance from the Real Property; and
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EXHIBIT B CONTINUED
i) To the best of Seller's knowledge by acquiring the Real Property, the Buyer will not incur
or be subject to any liability, cost, or expense for the removal of any asbestos or
underground storage tank from the Real Property.
j) To the best of .Seller's knowledge the Real Property and the uses conducted on the Real
Property are in compliance with all applicable environmental laws, codes, and regulations,
including, without limitatson, the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended.
Phase I Environmental Audit. The obligations of the Buyer under this Agreement are, at Buyer's
option, subject to the Buyer obtaining, at the Buyer's sole cost, a "Phase 1" environmental audl't and
liability assessment Indicating that the representations and warranties set forth herein ate true and
correct. The Phase I audit shall include, without limitation, the following elements:
(a) Recorded chain of title documents (going back 50 years) regarding the property,
including all deeds, easements, leases, restrictions and covenants; and
(b) A review of historical and aerial photographs to uncover prior problems or uses that
may now be concealed; and
(c) A review of federal, state, and local records which report incidents or activities which
are likely to cause or contribute to a release or threatened release of hazardous substances, including landfill
and other disposal records, underground storage tank records, hazardous waste handler and generator records,
and spill reporting records; and
(d~ Interviews with past and present owners, employees, and neighbors; and
(e) A visual site inspection of the Real Property and all facilities and improvements on the
Real Property and a visual inspection of immediately adjacent properties from the Real Property to check for
the presence of hazardous substances, underground storage tanks, PCBs' and asbestos, including an
investigation of any chemical use, storage, treatment and disposal practices on the Real Property and adjacent
property
Phase II Environmental Audit. If the Phase I environmental audl't does not indicate that the
re resentations and warranties set forth herein are true and correct, then the Buyer shall have the
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nght to either (1) terminate the Buyer's obl~gatrons to close the transactions contemplated by this
Agreement, or (ii) requite that additional audits ("Phase II") be conducted on the Real Property at
the sole cost of the Buyer. If the Phase II environmental audit does not indicate that the
representations and warranties set forth herein are true and correct, then the Buyer shall have the
right to either (i) terminate the Buyer's obligations to close the transactions contemplated by this
Agreement, or (u) proceed to close the transactions contemplated by this Agreement.
Cooperation pith Environmental Audit. The Seller shall cooperate fully with the environmental
audits referred to in this Agreement.
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