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Purchase and Sale Agreement with Craig L. Gibson for 9 Acres for Ground Water Storage Tank #4 Property at Amity and Meridian Road
Purchase and Sale Agreement COLLIERS PARAGON, LLC August 2, 2014 September 1. City of Meridian, an Idaho municipal corporation, and/or assigns hereinafter called ('Buyer") agrees to purchase and Craig L. Gibson, hereinafter called ("Seller") agrees to sell the following described real estate hereinafter referred to as ('Premises.") 2. PREMISES ADDRESS AND LEGAL DESCRIPTION. The property located at the Southeast comer of Amity Road and Meridian Road, City of Meridian, County of Ada, State of Idaho, consisting of 9.0f acres of land as outlined and legally described as set forth in the attached Exhibit A. Exact acreage, tax parcels and parcel lines to be determined by a survey mutually approved by both the Buyer and Seller no later than two (2) weeks prior to Closing. Buyer and Seller authorize the Escrow Agent (as such term is defined in Section 5) to make corrections to the legal description at their request. . 3. REPRESENTATION CONFIRMATION. John Starr of Colliers Paragon, LLC is the broker representing the Buyer, and Robert Runyan of RFR Properties, LLC is the broker representing the Seller. Check one (1) box in Section 1 below 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(S) and. SELLER(S). Section 1: A. ❑ The broker working with the BUYER(S) 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 BUYER(S). C. ❑ The brokerage working with the BUYER(S) is acting as a LIMITED DUAL AGENT for the BUYER(S), and has an ASSIGNED AGENT acting solely on behalf of the BUYER(S). D. ❑O The broker working with the BUYER(S) is acting as a NONAGENT for. the BUYER(S). Section 2: A. © The broker working with the SELLER(S) 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. ❑ The brokerage working with the SELLER(S) is acting as a LIMITED DUAL AGENT for the SELLER(S), and has an ASSIGNED AGENT acting solely on behalf of the SELLER(S) D. ❑ The broker working with the SELLER(S) is acting as a NONAGENT for the SELLER(S). Page 1 of 16 Buyer Initials a ler Iwtials Each parry signing this document confirms that he or she has received read and understood the Agency Disclosure Brochure, attached as Exhibit C, and has elected the relationship confirmed above. In addition, each party confirms that the brokers agency office policy was made available for inspection and review. EACH PARTY UNDERSTANDS THAT HE/SHE IS A "CUSTOMER" AND IS NOT REPRESENTED BY A BROKER UNLESS THERE IS A SIGNED WRITTEN AGREEMENT FOR AGENCY REPRESENTATION. 4. RESPONSIBLE BROKER. The Responsible Broker in this transaction is Robert Runyan, Designated Broker for RFR Properties, LLC. ID MMIll.3l&RrZIMI (i) Within five (5) business days of the execution of this Agreement, Buyer shall deposit Ten Thousand and N0/100 Dollars ($10,000.00) in the form of cash (the "Earnest Money Deposit") as earnest money with Title One Corporateion or assignee, 1101 W. River St., Suite 201, attention Scot Darling, Boise, ID 83702 Phone: 208.287.5300 Email: sdarling@titleonecorp.com (the "Title Company" and/or "Escrow Agent" as applicable). Subject only to the Buyer's Conditions Precedent set forth in Section 8 of this Agreement, and absent Seller's breach or inability to perform, the Earnest Money Deposit is non-refundable but such Earnest Money Deposit and the accumulated interest thereon shall be applied against the Purchase Price at closing and refanded to Buyer only in the event this Agreement is terminated as a result of the Seller's breach hereunder. In the event this Agreement is terminated after Buyer's Conditions Precedent 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 Money Deposit shall be deposited with the Escrow Agent upon acceptance by Seller and Buyer of this Agreement and shall be held in trust in accordance with the terms and conditions of this Agreement. 6. PRICE/TERMS. Purchase Price for the Property shall be Two Hundred Forty Three Thousand Seven Hundred Fifty and No/100 Dollars ($243,750.00) and subject to adjustment as identified below per the survey and lot line adjustments as follows: Purchase Price for the 7.25+ acres of land situated on parcel number S 1131223010 shall be Two Hundred Seventeen Thousand Five Hundred and NO/100 Dollars ($217,500.00) or Thirty Thousand and NO/100 ($30,000.00) per acre, Purchase Price for the 1.75-+ acres of land situated on parcel number S 1131212610 shall be Twenty Six Thousand Two Hundred Fifty and NO/100 Dollars ($26,250.00) or Fifteen Thousand and NO/100 ($15,000.00) per acre; Payable as follows: (i) $10,000.00 Earnest Money Deposit Page 2 of 16 Buyer Initials Seller Initials (ii) $233,750 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 as adjusted by the survey and lot lines 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. Other items specifically included in this sale:None Items specifically excluded from this sale:None 8. ADDITIONAL TERMS, CONDITIONS, AND CONTINGENCIES. The date upon which all conditions and contingencies must either be satisfied or waived shall be 60 days from mutual execution of this Agreement, (the "Satisfaction Date"), with the exception that such date may be extended pursuant to the procedure set forth in Exhibit D of this agreement. 8.1 BUYER CONDITIONS: The closing of this transaction is contingent upon satisfaction or waiver by Buyer of the following conditions: Inspection: Upon mutual execution of this Purchase Agreement Buyer shall be given full opportunity to inspect and investigate and to accept to Buyer's satisfaction, each and every aspect of the Property independently or through agent(s) of Buyer including, but without limitation with regard to: i. All matters relating to title together with all governmental and other legal requirements such as taxes, assessments, zoning, 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. Buyer shall reasonably repair any damage casued by Buyer's entry onto the Property and shall not allow any lien to be filed against the Property due to Buyer's entry and activities on the Property prior to Closing. iii. Approval of the Due Diligence Materials set forth in Exhibit B attached hereto that shall be delivered to Buyer within three (3) days of the mutual execution of this Agreement. iv. Buyer's confirmation, at Buyer's sole discretion that the Property may be utilized for the Buyer's intended use as a municipal water storage structure or other use desired by the Buyer, prior to the Satisfaction Date, including but not limited to the results of a topographic survey conducted at Buyer's expense Page 3 of 16 Buyer 'Mer Initials v. Survey Contingency as outlined in section 9 below. If any of the foregoing conditions remain unsatisfied and unwaived by Buyer on the Satisfaction Date this Agreement shall terminate, provided Buyer has given written notice of such unsatisfied and unwaived conditions to Seller by the Satisfaction Date, and the Earnest Money shall be returned to Buyer. Failure of Buyer to give written notice to Seller of unsatisfied conditions by the Satisfaction Date shall be deemed to be waiver by Buyer of all such conditions. 9. SURVEY CONTINGENCY. Exact acreage and parcel lines to be determined by a survey mutually approved by both the Buyer and Seller no later than two (2) weeks prior to Closing. Buyer shall have five (5) business days from receipt of the survey to give Seller written notice of its disapproval of the survey, at Buyer's sole discretion. If this Buyer provides written notice to Seller of its disapproval, this Agreement shall terminate and the Earnest Money shall be returned to Buyer. Failure of Buyer to give written notice to Seller of unsatisfied condition of the survey shall be deemed to be waiver by Buyer of this condition. Buyer shall pay for the cost of the survey and the metes and bounds legal description of the 9.O1 acres, as outlined on the attached Exhibit A, and the cost of the lot line adjustments to establish the parcel in accordance with the laws of Ada County. Revised lot lines and adjustments to tax parcels shall be recorded after Buyer removes it contingencies and agrees to close. 10. 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 Agents fee. 11. TITLE INSURANCE. Seller shall provide and pay for an ALTA Owner's or Purchaser's Standard Coverage Title Policy insuring the Buyer for the amount of the purchase price. Extended coverage required ❑Yes ❑O No. Additional premiums for extended coverage and any survey required by the Title Company shall be paid by Buyer in the event that Buyer elects to require Extended Coverage as a result of the inspections conducted during the due diligence period. Seller shall cause the Title Company to provide Buyer with a preliminary title report or commitment together with copies of all underlying documents giving rise to any exceptions listed therein on within five (5) business days of the execution of this Agreement. Buyer shall have until the Satisfaction Date to object, by written notice to Seller, to the condition of title as set forth in the report. In the event the Buyer makes written objection to any exception to title, Seller shall have a reasonable time, not to exceed fifteen (15) days, to remove any such objection to exception or provide affirmative title insurance coverage, and in the event the Seller cannot remove, or is unwilling to remove, such objected to exceptions or provide affirmative title insurance coverage, the Buyer may elect, as its sole remedy, to (a) either terminate this Agreement or (b) proceed to closing, taking title subject to such exceptions. If the Buyer does not object within the time frame set out above, the Buyer shall be deemed to have accepted the condition of the title. In the event Buyer elects to terminate this Agreement as provided herein, the Buyer shall be entitled to the return of all refundable deposits made by Buyer. The final title insurance policy shall be delivered to the Buyer by the Title Company as soon as possible after closing. Page 4 of 16 Buyer Initials Seller Initials 12. CLOSING DATE. On or before "Closing" ("Closing" shall be deemed to be the date on which the deed is recorded and the sales proceeds are available for disbursement to Seller and as otherwise directed by the parties) Buyer and Seller shall deposit with the Escrow Agent all funds and instruments necessary to complete the sale. Closing shall occur no later than October 15th. 2014. 13. 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, if required by Buyer, in a form reasonably acceptable to Buyer and Seller: (a) General Warranty Deed (b) FIRPTA (c) An Assignment and assumption of all leases, warranties, contracts, and guarantees that effect the Premises in a form mutually agreed to between the parties, (if applicable) (d) Bill of Sale (if applicable) (e) Any other instruments or documents reasonably requested by Buyer; 14. POSSESSION/PRORATION/CLOSING COSTS. 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. All standard closing costs shall be shared by Buyer and Seller on a 50/50 basis, except the cost of an ALTA Standard Coverage Title Insurance policy as outlined in section 11 above and brokerage commissions outlined in section 23 below. 15. ACCEPTANCE. Buyer' .offe is made subject to the acceptance of Seller on or before 12:00 o'clock midnight of 2 /4' 16. DEFAULT. If Seller executes this Agreement and title to the Premises is marketable and insurable in the conditions approved under Section 8 hereof and all Buyer's contingencies have been removed or waived, and Buyer neglects or refuses to comply with the terms of or any condition of sale by the date on which such term or condition is to be complied with, then the Earnest Money Deposit shall be forfeited to Seller and Buyer's interest in the Premises shall be immediately terminated. The parties declare it to be their intent that the payment of the earnest money deposited by Buyer shall be Seller's sole and exclusive remedy as liquidated damages. SELLER AND BUYER AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF BUYER'S DEFAULT UNDER THIS AGREF TENT. THE PAR'T'IES HEREBY AGREE THAT A REASONABLE ESTIMATE OF SUCH DAMAGES IS AN AMOUNT EQUAL TO THE EARNEST MONEY DEPOSITED BY BUYER WITH ESCROW HOLDER HEREUNDER, AND IN THE EVENT OF BUYER'S DEFAULT UNDER THIS AGREEMENT, SELLER SHALL BE ENTITLED TO RECEIVE 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 Page 5 of 16 Buyer Initials Seller Initials 6TOMMa 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 conditions 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. 17. 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 may be necessary to advance the costs and fees required for filing of any such action. The cost of such action shall be paid by the Parry which is not the prevailing party. 18. TITLE CONVEYANCE. Title to the Premises is to be conveyed by 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 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. 19. RISK OF LOSS. Seller shall keep the Premises insured against loss by fire and other casualty usually insured against in the market area of the Premises until the Closing. Should the Premises be materially damaged by fire or other cause prior to closing and such damage is ten percent (101/x) 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. 20. 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 (101/0) or less of the Purchase Price, Seller shall pay or assign the proceeds of the taking to Buyer at Page 6 of 16 Buyer Initials seller lnilials 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 Closing and Seller shall promptly return the Earnest Money Deposit or (b) elect to complete the purchase of Premises and require Seller to immediately appoint Buyer as its attorney-in-fact to negotiate with said condemning entity, and, in such event, Buyer shall receive all sums awarded in such condemnation proceeding of the Premises, excluding any amounts attributable to adverse impacts on other property owned by Seller. Seller hereby agrees to immediately give notice to Buyer of any condemnation or contemplated condemnation of the Premises and Buyer hereby agrees to, within ten (10) days of such notice, give written notice to Seller of Buyer's election with respect thereto. 21. CONDITION OF PREMISES AT CLOSING. Buyer agrees to purchase the premises in as is (existing) condition, where is, with all faults. Buyer will assume those obligations with respect to the Premises as are expressly stated in Section 7. Buyer does not agree to assume any other obligations with respect to the Premises except for those obligations stated in Section 7. Seller shall maintain the premises until the closing in its present condition, ordinary wear and tear excepted, subject to the provisions of Sections 18 and 19 on casualty and condemnation. 22. INSPECTION. The buyer hereby acknowledges further that Buyer is not relying upon any statement or representations by the Broker or Broker's representatives or by the Seller which are not herein expressed. The Buyer has entered into this Agreement relying upon information and knowledge obtained or to be obtained from Buyer's own investigation or personal inspection of the premises". 23. ADDITIONAL PROVISIONS. Additional provisions of this Agreement, if any, are attached hereto identified as Exhbits A,B,C & D. 24. COMMISSION. A commission of three ( 3 %) of the selling price shall be paid to Colliers Paragon out of the first monies received by Seller at the time of Closing. 25. CONSENT TO LIMITED DUAL REPRESENTATION: The undersigned have received, real and understand the Agency Disclosure Brochure. The undersigned understand that the brokerage involved in this transaction will be or may be providing agency representation to both Purchaser(s) and the Seller(s). The undersigned each understand that as agents for both Purchaser and Seller, the brokerage(s) will be limited dual agents and negotiations, terms or factors motivating the Purchaser to buy or the Seller to sell without specific written permission of the disclosing party. The specific duties, obligations and limitations of a limited dual agent are contained in the Agency Disclosure Brochure as required by 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. 26. 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 separate authorization signed by Buyer and Seller; prepare closing statements for execution by Buyer and Seller; receive documents, secure their execution and acknowledgement, record Page 7 of 16 Buyer Initials Seller Initials them in the proper sequence, deliver originals to the appropriate parties, and deliver copies of all documents signed by either party to that parry. If a dispute arises regarding any funds held by the closing agent, such agent shall have no obligation to resolve such dispute but shall hold the same pending resolution of such dispute, and may at its option bring an action in interpleader. 27. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Idaho. 28. TIME, SEVERABILITY. Time is of the essence of this Agreement, and each parry hereto agrees to promptly perform such acts as are reasonably required in connection herewith. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby. 29. NOTICES. All notices required hereunder shall be given in writing and shall be deemed effective (a) upon delivery, if delivered in person, or by electronic transmission with receipt acknowledged by the recipient thereof; (b) one business day after deposited for overnight delivery with any reputable overnight courier service; or (c) two business days after deposited with the US Postal Service registered or certified mail and addressed to the parties at the addresses set forth below. 30. ENTIRE AGREEMENT - CONSTRUCTION. This Agreement constitutes the entire agreement between the parties, has been entered into in reliance solely on the contents hereof, and supersedes any previous agreements, written or oral, between the parties hereto. This Agreement shall not be modified except in writing signed by both parties. This Agreement shall be construed neutrally rather than strictly for or against either party. 31. BINDING EFFECT — SURVIVAL. This Agreement shall be binding upon the heirs, administrators, executors, successors and assigns of the parties hereto and shall survive the closing of this transaction. 32. 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 Agreement with such counsel to the extent each party believes it to have been necessary to fully understand the terms hereof. In entering into this Agreement, the parties represent and declare that each of them fully understands the terms and effect of this Agreement. SELLER'S APPROVAL REQUIRED: Seller acknowledges that this Agreement will be executed by the Seller before Buyer executes the Agreement and that the execution of the Agreement by the Buyer is contingent upon the approval of the terms and conditions of this Agreement by the Meridian City Council and the Council's authorization for the Meridian City Mayor to execute this Agreement on behalf of Buyer; the date upon which the Meridian City Council provides such authorization on the record at a regularly scheduled meeting of the Meridian City Council shall be considered the "Execution Date" of this Agreement. IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the last Page S of 16 Buyer Initials Seller rtials signature date below. BUYER: CITY OF MERIDIAN, AN IDAHO MUNICIPAL CORPORATION By: Print Name: Tammy eerd Its: Mayor Date: Page 9 of 16 SELLER: CRAIG L. GIBSON c By. ttyc Print Name: Date: Buyer initials Seller Initials signature date below. BUYER: CITY OF MERIDIAN, AN IDAHO MUNICIPAL CORPORATION By: Print Name: Tammy deVcerd Its: Date: Mayor q - a -I,-I SELLER: CRAIG L. GIBSON Print Name: Date: Page 9 of 16 Buyer Initials Seller nrtials 1 2. 3. 4. 5. 6. 7. 8. 9.. 10. DUE DILIGENCE MATERIALS ALTA Surveys if available. An itemized list of all personal property to be included in the sale - none. Copy of any warranties, maintenance, service, supply, management or other agreements presently in effect, or which may come into effect, of whatsoever nature affecting the Property. Copy of real estate tax bills and assessments for the last year and current year. Current commitment for title insurance from the Title Company, together with the copies of all documents referred to therein and all documents giving rise to exceptions to title. Copy of existing loan documents including notes, loan agreements, assignments, and deeds of trust. Soils, asbestos, hazardous waste, and Level 1 environmental assessment reports if available. Licenses, permits. Page 11 of 16 Buyer Initials SeSe er EXHIBIT A LEGAL DESCRIPTION OF PREMISES Exact acreage and parcel lines to be determined by a survey creating a new legal description(s), A PORTION OF: PARCEL NUMBER: LEGAL DESCRIPTION: ACRES: A PORTION OF: PARCEL NUMBER: LEGAL DESCRIPTION ACRES: S1131223010 PAR #3010 OF LOT 1 SEC 31 3N 1 E #223000-13 7.25± S1131212610 PAR 42610 OF NE4WF SEC 31 3N IE #212625-B 1.75± mW Fmily Itd— EXHIBIT B Page 10 of 16 Buyer Initials erinitials EXHIBIT C AGENCY DISCLOSURE A Consumer Guide to Understanding Agency Relationships in Real Estate Transactions Specific are owed by a real estate brokerage and its licensees to IdahoA consumersrs are e tlefinetl by the "Idaho Real Estate Brokerage Representation Act.- Idaho Code 54-2082, et seq. This Infonnadonal brochure Is published by the Idaho Real Estate Commission. Effective July 1, 2014 Right Now You Are a Customer All real estate consumers are "Customers' under Idaho law unless a representation agreement is signed. (A real estate licensee working with a customer is called a "Non -Agent".) The law requires all real estate licensees to provide the following "Customer level" services, to everyone: Remember! Unless you enter a written agreement for Agency Representation, you will NOT be represented at all. • Perform necessary and customary acts to assist you in the purchase or sale of real estate; • Perform these acts in good faith and with honesty and reasonable Care; • Properly account for money or other property you place in the licensee's Care; • Disclose "adverse material facts" to you which are, or should be, within the licensee's knowledge. These are facts that would significantly affect the desirability or value of the property to a reasonable person, and facts that indicate to a reasonable person that one of the parties cannot, or will not, complete obligations of the contract As a Customer, your brokerage will not act as your Agent and Is not required to promote your best Interests or keep your bargaining information confidential. if you use the services of a brokerage without a written agreement, you will remain a Customer. As a Customer, you may be asked to sign a Compensation Agreement, a contract that requires you to pay a fee to the broker for some service the brokerage provides you. If you enter into a Compensation Agreement, the brokerage and its agents must also: • Be available to receive and present written offers and counter-offers to you or from you. The Compensation Agreement Is not the same as an Agency Representation Agreement A Compensation Agreement cannot be used to change or eliminate any Customer level services. You May Become a Client If a brokerage offers agency representation and you choose to sign a representation agreement, you will become a "Client". The brokerage and its licensees must act as your "Agent". They will owe you the following duties in addition to the basic Customer level services required of all licensees: • Perform the terms of your agency agreement with skill and care; • Promote your best interests in good faith, honesty, and fair dealing; • Maintain the confidentiality of some client information, including bargaining information, even after the representation has ended. Please Note: "Sold" prices of property are not Each brokerage is required to have a written policy confidential information, foreither buyers orseilem, describing the types of agency representation it and may be disseminated by your Agent offers. If you have any questions about the Information in this brxhure, contact: Idaho Real Estate Commission (208) 3343285, TRS (88(l) 3]r-3529; irenidaho.00v Page 12 of 16 Buyer Initials Seller Initials Under "Agency Representation" (sometimes referred to Agency Representation (Single Agency) in real estate documents as "Single Agency"), your Agent may represent you, and only you, in your real estate transaction. (This representation can be modified in writing at a later date.) If you are a seller, your Agent will seek a buyer to purchase your property at a price and under terms and conditions acceptable to you and will assist with your negotiations. If you make a written request, your Agent will seek reasonable proof of a prospective purchaser's financial allilty to complete your transaction. If you are a buyer, your Agent will seek a property for you to purchase at an acceptable price and terms and will assist with your negotiations. Your Agent will also advise you to consult with appropriate professionals, such as inspectors, attorneys, and tax advisors. If disclosed in writing, a brokerage may represent other buyers who wish to make offers on the same property. Limited Dual Agency "Limited Dual Agency" means the brokerage and its agents represent both the buyer and the seller in the same transaction. You may choose Unnited Dual Agency representation with your brokerage because you do not want it to be restricted in the search for suitable properties or buyers. There are two options under Limited Dual Agency. Limited Dual Agency without Assigned Agents As a Limited Dual Agent, the brokerage and its licensees cannot advocate on behalf of one client over the other. The licensees cannot disclose confidential client information regarding negotiations, terms or factors that motivate the buyer to buy, or the seller to sell, or advocate the interests of one party over those of the other. The brokerage must otherwise promote the non -conflicting interests of both parties, perform the terms of the agency agreements with skill and care, and perform other duties required by law. Limited Dual Agency with Assigned Agents If your brokerage has obtained consent to represent both parties as a Limited Dual Agent, it may assign individual licensees ("Assigned Agents") to act solely on behalf of each party. Your Assigned Agent has a duty to promote your best interests, even if your interests conflict with those of the other party, including negotiating a price, and must maintain your confidential information. The Designated Broker of your brokerage must remain a Limited Dual Agent for both Clients- The broker will ensure the Assigned Agents fulfill their duties to their respective Clients. What to Look For in Any Written Agreement with a Brokerage Any Agency Representation or Compensation Agreement should answer these questions: • How will the brokerage get paid? • Can I mrkwith other brokerages during the time of my • When will this agreement expire? agreement? • What happens to this agreement when a • What happens if I buy or sell on my own? transaction is completed? • Under an Agency Representation Agreement, am I willing to • Can I cancel this agreement, and if so, how7 allow the brokerage to represent both the other party and me in my real estate transaction? When you sign a real estate Purchase & Sale Agreement, you will be asked to confirm the following: 1.) This brochure was given to you, and you have read and understand its contents_ 2.) The correct agency relationship, if any, between you and your brokerage. Real Estate Licensees Are Not Inspectors You should not expect the brokerage or its licensees to conduct an independent inspection of the property. You should not expect your agent to independently verify any statement or representation made by a buyer, seller, or professional associated with your transaction. If the condition of the property is Important to you, you should hire an appropriate professional, such as an engineer, surveyor, or home inspector. RECEIPT ACKNOWLEDGED R..orum< Yoursigne r beloe indicates areal estate licensee gave you a copy of the Idaho Real Estate Carnmissien's'Agency Disclosure BroahureJ Signing thl c rat oe not create an agency ralagonsll onlractual relatlons fang ��kittnd. Signature - Date ,_i —� Stmature Date Page 13 of 16 Buyer Initials Setter EXIIIBIT D Hazardous Substances. Definitions. The terms "hazardous substance," "release," and "removal" shall have the definition and meaning as set forth in Title 42 U.S. C. ' 9601 (or the corresponding provision of any future law); provided, however that the term "hazardous substance" shall include "hazardous waste" as defined in Title 42 U.S.C. ' 6903 (or the corresponding provision of any future law) and "petroleum" as defined in Title 42 U.S.C. ' 6991 (or the corresponding provision of any future law). The term "superfund" shall mean the Comprehensive Environmental Response, Compensation and Liability Act, Title 42 U.S.C. ' ' 9601, et seq. (or the corresponding provision of any future law) and any similar statute, ordinance, rule or regulation of any state or local legislature, agency or body. The term "underground storage tank" shall have the definition and meaning as set forth in Title 42 U.S.C. ' 6991 (or the corresponding provision of any future law). Representations and Warranties. The Seller represents and warrants to, and covenants with, the Buyer that: (a) the Real Property is not contaminated with any hazardous substance, (b) the Seller has not caused and will not cause the release of any hazardous substances on the Real Property, (c) the Seller has conducted a diligent investigation and inquiry, and to the best of the Seller's knowledge, there has never occurred a release of hazardous substances on the Real Property, (d) the Real Property is not subject to any pending, threatened, or likely federal, state, or local "superfund" lien, proceedings, claim, liability, or action for the cleanup, removal, or remediation of any hazardous substance from the Real Property, (e) 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 likely federal, state, or local "superfund" lien, proceedings, claim, liability, or action for the cleanup, removal, or remediation of any hazardous substance from such property, (f) there is no asbestos on the Real Property, (g) there is no underground storage tank on the Real Property, (h) 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 hazardous substance from the Real Property, Page 14 of 16 Buyer Wtia] Se nitials (i) 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, and (j) the Real Property and the uses conducted on the Real Property are in compliance with all applicable environmental laws, codes, and regulations, including, without limitation, 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 I" environmental audit and liability assessment indicating that the representations and warranties set forth herein are 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. (b) a review of historical and aerial photographs to uncover prior problems or uses that may now be concealed. (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. (d) interviews with past and present owners, employees, and neighbors. (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 H Environmental Audit. If the Phase I environmental audit indicates the presence of an adverse environmental condition of the nature discussed in Seller's representations and warranties set forth herein, then the Buyer, in addition to any other remedy and without any waiver of rights, shall have the right to either (i) terminate the Buyer's obligations to close the transactions contemplated by this Agreement, or (ii) conduct additional audits ("Phase II") on the Real Property at the sole cost of the Buyer, and extend the date for Closing for a period of time reasonably necessary to complete and analyze the Phase II audit. If the Phase II environmental audit indicates the presence of an adverse environmental condition of the nature discussed in Seller's representations and warranties set forth herein, then the Buyer, in addition to any other remedy and without any waiver of rights, shall have the right to terminate the Buyer's obligations to close the transactions contemplated by this Agreement. Page 15 16 J wv of Buyerinitials Seller Initials Cooperation with Environmental Audit. The Seller shall cooperate fully with the environmental audits referred to in this Agreement. Page 16 of 16 Buyerinitials SeSe erin ADA COUNTY RECORDER Christopher D.Rich 2014-092075 BOISE IDAHO Pgs=2 VICTORIA BAILEY 11/12/2014 11:59 AM ,,)f, 4.-; Y iy TITLEONE BOISE $13.00 TitleOne a title &escrow co. Order Number: 14240383 re,"45-7 WARRANTY DEED . For Value Received, Craig L.Gibson,a married man dealing as his sole and separate property,the Grantor,does hereby grant, bargain sell and convey unto,City of Meridian, an Idaho municipal corporation ,whose current address is 33 East Broadway, Meridian, ID 83642,the Grantee,the following described premises, in Ada County, Idaho,To Wit: A parcel being situated in a portion of the Southwest quarter of the Northeast quarter of the Northwest quarter and a portion of Government Lot 1 of Section 31,Township 3 North,Range I East, Boise Meridian,Ada County, Idaho and more particularly described as follows: Commencing at a found aluminum cap marking the Northwest corner of said Section 31,from which a found aluminum cap marking the West quarter corner of said Section 31 bears South 00°37'28" West a distance of 2641.42 feet;thence following the Westerly line of said Government Lot 1 South 00°37'28"West a distance of 862.33 feet to a point;thence leaving said Westerly line South 89°22'32"East a distance of 80.00 feet to a set 5/8 inch rebar on the Easterly right-of-way line of S.Meridian Road and being the Point of Beginning;thence leaving said Easterly right-of-way line South 88°46'41" East a distance of 310.17 feet to a found 5/8 inch rebar;thence South 58°38'28"West a distance of 166.33 feet to a found 5/8 inch rebar;thence South 03°06'58"West a distance of 55.31 feet to a found 5/8 inch rebar;thence South 85°19'02" East a distance of 314.35 feet to a found 5/8 inch rebar;thence North 16°07'28" East a distance of 43.80 feet to a found 3/4 inch iron pipe;thence North 38°55'32"West a distance of 147.07 feet to a found 3/4 inch iron pipe;thence North 08°13'32"West a distance of 160.89 feet to a set 5/8 inch rebar;thence South 89°22'32" East a distance of 872.30 feet to a set 5/8 inch rebar;thence South 00°39'29" East a distance of 329.29 feet to a set 5/8 inch rebar;thence South 81°55'35"West a distance of 151.87 feet to a set 5/8 inch rebar;thence South 00°25'16"West a distance of 24.72 feet to a set 5/8 inch rebar;thence South 89°38'44"West a distance of 1103.32 feet to a found 1/2 inch rebar on the Easterly right-of- way line of S. Meridian Road;thence following said Easterly right-of-way line North 00°37'28"East a distance of 250.00 feet to the Point of Beginning. TO HAVE AND TO HOLD the said premises,with their appurtenances unto the said Grantee, its heirs and assigns forever. And the said Grantor does hereby covenant to and with the said Grantee,that Grantor is the owner in fee simple of said premises;that they are free from all encumbrances EXCEPT those to which this conveyance is expressly made subject and those made,suffered or done by the Grantee; and subject to all existing patent reservations,easements, right(s)of way, protective covenants,zoning ordinances, and applicable building codes,laws and regulations,general taxes and assessments, including irrigation and utility assessments(if any)for the current year,which are not due and payable, and that Grantor will warrant Warranty Deed Page 1 of 2 1 f 1 i f titSF_ TitleOne a title &escrow co. Order Number: 14240383 D4/451" WARRANTY DEED For Value Received, Craig L Gibson,a married man dealing as his sole and separate property,the Grantor,does hereby grant, bargain sell and convey unto,City of Meridian,an Idaho municipal corporation,whose current address is 33 East Broadway,Meridian,ID 83642,the Grantee,the following described premises,in Ada County,Idaho,To Wit A parcel being situated in a portion of the Southwest quarter of the Northeast quarter of the Northwest quarter and a portion of Government Lot 1 of Section 31,Township 3 North,Range I East, Boise Meridian,Ada County, Idaho and more particularly described as follows: Commencing at a found aluminum cap marking the Northwest corner of said Section 31,from which a found aluminum cap marking the West quarter corner of said Section 31 bears South 00°37'28" West a distance of 2641.42 feet;thence following the Westerly line of said Government Lot 1 South 00°37'28"West a distance of 862.33 feet to a point;thence leaving said Westerly line South 89°22'32"East a distance of 80.00 feet to a set 5/8 inch rebar on the Easterly right-of-way line of S. Meridian Road and being the Point of Beginning;thence leaving said Easterly right-of-way line South 88°46'41"East a distance of 310.17 feet to a found 5/8 inch rebar;thence South 58°38'28"West a distance of 166.33 feet to a found 518 inch rebar;thence South 03°06'58"West a distance of 55.31 feet to a found 5/8 inch rebar;thence South 85°19'02"East a distance of 314.35 feet to a found 5/8 inch rebar;thence North 16°07'28"East a distance of 43.80 feet to a found 3/4 inch iron pipe;thence North 38°55'32"West a distance of 147.07 feet to a found 3/4 inch iron pipe;thence North 08°13'32"West a distance of 160.89 feet to a set 5/8 inch rebar;thence South 89°22'32" East a distance of 872.30 feet to a set 5/8 inch rebar;thence South 00°39'29" East a distance of 329.29 feet to a set 5/8 inch rebar;thence South 81°55'35"West a distance of 151.87 feet to a set 5/8 inch rebar;thence South 00°25'16"West a distance of 24.72 feet to a set 5/8 inch rebar;thence South 89°38'44"West a distance of 1103.32 feet to a found 1/2 inch rebar on the Easterly right-of- way line of S.Meridian Road;thence following said Easterly right-of-way line North 00°37'28"East a distance of 250.00 feet to the Point of Beginning. TO HAVE AND TO HOLD the said premises,with their appurtenances unto the said Grantee,its heirs and assigns forever. And the said Grantor does hereby covenant to and with the said Grantee,that Grantor is the owner in fee simple of said premises;that they are free from all encumbrances EXCEPT those to which this conveyance is expressly made subject and those made,suffered or done by the Grantee;and subject to all existing patent reservations,easements, right(s)of way, protective covenants,zoning ordinances,and applicable building codes,laws and regulations,general taxes and assessments, including irrigation and utility assessments(if any)for the current year,which are not due and payable,and that Grantor will warrant Warranty Deed Page 1 of 2 Ya 1 and defend the same from all lawful claims whatsoever. Whenever the context so requires,the singular number includes the plural. h‘20 9,64 lip di ) 01 im..„ Craig L. e?on State of Idaho,County of AC6 ss. On this day of November in the year of 2014, before me,the undersigned,a Notary Public in and for said State,personally appeared Craig L.Gibson,known or identified to me to be the person(s)whose names)-is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the sam .TAI .4("e2:46' Notary Public - My Commission Expires: Scp- ry‘ko,,c \Cv Z c)V1/4'4 (seal) . so Jealous Heide lA Commiesion0 334287 4";4 Expires September 1i,2018 Warranty Deed Page 2 of 2 4, e . .t Commonwealth n. M. ND Ttnt MAMA MA,NUC17MPAUY ............. Policy No.: I D0001-81-14240383-2014.81306-92343838 OWNER'S POLICY OF TITLE INSURANCE Issued by Commonwealth Land Title Insurance Company p Y Any notice of claim and any other notice or statement in writing required to beiven to the be given to the Company at the address shown in Section 18 of the Conditions. Company under this Policy must COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, COMMONWEALTH LAND TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceedingthe Amount of Insurance, sustained or incurred by the Insured by reason of: g 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by g (i) forgery, fraud, undue influence, duress, incompetency, incapacity,or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed,witnessed, sealed, acknowledged, notarized, or delivered; - (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance,violation,variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term"encroachment"includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice,describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. Form 81306 Dbl Cover—ALTA Owner's Policy(06/17/06) Reorder 1190-127 NJRB 1-15 Effective: 2/15/07 Revised: 9/10/07 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. y IN WITNESS WHEREOF,the Company has caused this Policy to be signed with the facsimile signatures of its President and Secretary and sealed as required by its By-Laws. COMMONWEALTH LAND TITLE INSURANCE COMPANY rer**- 44(14°..^ R}" EAL Authorized Signatory y � ar- �� Ps }�a 14240383e44it. TitleOne Corporation 1101 W. River St., Ste. 201 Boise, ID 83702 Tel: (208)424-8511 Fax: (208)424-0049 Form 81306 Dbl Cover—ALTA Owner's Policy(06/17/06) Reorder 1190-127 NJRB 1-15 Effective: 2/15/07 Revised: 9/10/07 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys'fees, or expenses that arise by reason of: y 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning)restricting, regulating, prohibiting, or relating to (i) the occupancy,use,or enjoyment of the Land; (ii) the character,dimensions,or location of any improvement erected on the Land; (iii) the subdivision of land;or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens,encumbrances,adverse claims,or other matters (a) created,suffered,assumed,or agreed to by the Insured Claimant; (b) not Known to the Company,not recorded in the Public Records at Date of Policy,but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10);or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws,that the transaction vesting the Title as shown in Schedule A,is (a) a fraudulent conveyance or fraudulent transfer;or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS improvements that by law constitute real property. The term "Land" The following terms when used in this policy mean: does not include any property beyond the lines of the area described in (a) "Amount of Insurance": The amount stated in Schedule Schedule A, nor any right, title, interest, estate, or easement in abutting A, as may be increased or decreased by endorsement to this policy, streets, roads, avenues, alleys, lanes, ways, or waterways, but this increased by Section 8(b),or decreased by Sections 10 and 11 of these does not modify or limit the extent that a right of access to and from the Conditions. Land is insured by this policy. (b) "Date of Policy": The date designated as "Date of Policy"in Schedule A. (h) "Mortgage": Mortgage, deed of trust, trust deed, or other (c) "Entity": A corporation, partnership, trust, limited liability security instrument, including one evidenced by electronic means authorized by law. company,or other similar legal entity. (d) "Insured": The Insured named in Schedule A. (i) "Public Records": Records established under state (i) The term"Insured"also includes statutes at Date of Policy for the purpose of imparting constructive (A) successors to the Title of the Insured by notice of matters relating to real property to purchasers for value and p distinguishedpurchase, includingheirs, without Records"Knowledge. With respect to Covered Risk 5(d), "Public operation of law as from shall also include environmental protection liens filed in the devisees,survivors,personal representatives,or next of kin; records of the clerk of the United States District Court for the district (B) successors to an Insured by dissolution, where the Land is located. merger,consolidation,distribution,or reorganization; (j) "Title": The estate or interest described in Schedule A. (C) successors to an Insured by its conversion to (k) "Unmarketable Title": Title affected by an alleged or another kind of Entity; (D) a grantee of an Insured under a deed apparent matter that would permit a prospective purchaser or lessee of delivered without payment of actual valuable consideration conveying the Title or lender on the Title to be released from the obligation to the Title purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. (1) if the stock, shares, memberships, or 2. CONTINUATION OF INSURANCE other equity interests of the grantee are wholly-owned by the named The coverage of this policyshall continue in force as of Date of Policyin Insured, favor of an Insured, but only so long as the Insured retains an estate or (2) if the grantee wholly owns the named interest in the Land, or holds an obligation secured by a purchase Insured, money Mortgage given by a purchaser from the Insured, or only so long (3) if the grantee is wholly-owned by an as the Insured shall have liability by reason of warranties in any transfer affiliated Entity of the named Insured, provided the affiliated Entity and or conveyance of the Title. This policy shall not continue in force in the named Insured are both wholly-owned by the same person or Entity, favor of any purchaser from the Insured of either(i)an estate or interest or in the Land,or(ii)an obligation secured by a purchase money Mortgage (4) if the grantee is a trustee or beneficiary given to the Insured. of a trust created by a written instrument established by the Insured 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT named in Schedule A for estate planning purposes. The Insured shall notify the Company promptly in writing (i) in case of (ii) With regard to (A), (B), (C), and (D) reserving, any litigation as set forth in Section 5(a)of these Conditions, (ii) in case however,all rights and defenses as to any successor that the Company Knowledge shall come to an Insured hereunder of any claim of title or would have hadagainst any predecessor Insured. interest that is adverse to the Title, as insured, and that might cause (e) "Insured Claimant": An Insured claiming loss or loss or damage for which the Company may be liable by vice of this damage. policy,or(iii)if the Title,as insured, is rejected as Unmarketall#e Title. If (f) "Knowledge" or "Known": Actual knowledge, not the Company is prejudiced by the failure of the Insured Claimant to constructive knowledge or notice that may be imputed to an Insured by provide prompt notice, the Company's liability to the Insured Claimant reason of the Public Records or any other records that impart under the policy shall be reduced to the extent of the prejudice. constructive notice of matters affecting the Title. 4. PROOF OF LOSS (g) "Land": The land described in Schedule A, and affixed In the event the Company is unable to determine the amount of loss or Form 81306 Dbl Cover-ALTA Owner's Policy(06/17/06) Reorder 1190-127 NJRB 1-15 Effective: 2/15/07 Revised: 9/10/07 damage, the Company may, at its option, require as a condition of unless prohibited by law or governmental regulation,shall terminate any payment that the Insured Claimant furnish a signed proof of loss. The liability of the Company under this policy as to that claim. proof of loss must describe the defect, lien, encumbrance, or other 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; matter insured against by this policy that constitutes the basis of loss or TERMINATION OF LIABILITY damage and shall state, to the extent possible, the basis of calculating In case of a claim under this policy, the Company shall have the the amount of the loss or damage. following additional options: 5. DEFENSE AND PROSECUTION OF ACTIONS (a) To Pay or Tender Payment of the Amount of Insurance. (a) Upon written request by the Insured, and subject to the To pay or tender payment of the Amount of Insurance under this policy options contained in Section 7 of these Conditions, the Company, at its together with any costs, attorneys' fees, and expenses incurred by the own cost and without unreasonable delay, shall provide for the defense Insured Claimant that were authorized by the Company up to the time of an Insured in litigation in which any third party asserts a claim of payment or tender of payment and that the Company is obligated to covered by this policy adverse to the Insured. This obligation is limited pay. to only those stated causes of action alleging matters insured against by Upon the exercise by the Company of this option, all liability and this policy. The Company shall have the right to select counsel of its obligations of the Company to the Insured under this policy, other than choice (subject to the right of the Insured to object for reasonable to make the payment required in this subsection, shall terminate, cause)to represent the Insured as to those stated causes of action. It including any liability or obligation to defend, prosecute, or continue any shall not be liable for and will not pay the fees of any other counsel. litigation. The Company will not pay any fees, costs, or expenses incurred by the (b) To Pay or Otherwise Settle With Parties Other Than the Insured in the defense of those causes of action that allege matters not Insured or With the Insured Claimant. insured against by this policy. (i) To pay or otherwise settle with other parties for or in (b) The Company shall have the right, in addition to the the name of an Insured Claimant any claim insured against under this options contained in Section 7 of these Conditions, at its own cost, to policy. In addition,the Company will pay any costs,attorneys'fees,and institute and prosecute any action or proceeding or to do any other act expenses incurred by the Insured Claimant that were authorized by the that in its opinion may be necessary or desirable to establish the Title, Company up to the time of payment and that the Company is obligated as insured, or to prevent or reduce loss or damage to the Insured. The to pay; or Company may take any appropriate action under the terms of this (ii) To pay or otherwise settle with the Insured Claimant policy, whether or not it shall be liable to the Insured. The exercise of the loss or damage provided for under this policy, together with any these rights shall not be an admission of liability or waiver of any costs, attorneys' fees, and expenses incurred by the Insured Claimant provision of this policy. If the Company exercises its rights under this that were authorized by the Company up to the time of payment and subsection, it must do so diligently. that the Company is obligated to pay. (c) Whenever the Company brings an action or asserts a Upon the exercise by the Company of either of the options provided for defense as required or permitted by this policy, the Company may in subsections (b)(i) or (ii), the Company's obligations to the Insured pursue the litigation to a final determination by a court of competent under this policy for the claimed loss or damage, other than the jurisdiction, and it expressly reserves the right, in its sole discretion, to payments required to be made, shall terminate, including any liability or appeal any adverse judgment or order. obligation to defend,prosecute,or continue any litigation. 6. DUTY OF INSURED CLAIMANT TO COOPERATE 8. DETERMINATION AND EXTENT OF LIABILITY (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or This policy is a contract of indemnity against actual monetary loss or proceeding and any appeals, the Insured shall secure to the Company damage sustained or incurred by the Insured Claimant who has the right to so prosecute or provide defense in the action or proceeding, suffered loss or damage by reason of matters insured against by this including the right to use, at its option, the name of the Insured for this policy. purpose. Whenever requested by the Company, the Insured, at the (a) The extent of liability of the Company for loss or damage Company's expense, shall give the Company all reasonable aid (i) in under this policy shall not exceed the lesser of securing evidence, obtaining witnesses, prosecuting or defending the (i) the Amount of Insurance;or action or proceeding, or effecting settlement, and (ii)in any other lawful (ii) the difference between the value of the Title as act that in the opinion of the Company may be necessary or desirable to insured and the value of the Title subject to the risk insured against by establish the Title or any other matter as insured. If the Company is this policy. prejudiced by the failure of the Insured to furnish the required (b) If the Company pursues its rights under Section 5 of these cooperation, the Company's obligations to the Insured under the policy Conditions and is unsuccessful in establishing the Title, as insured, shall terminate, including any liability or obligation to defend, prosecute, (i) the Amount of Insurance shall be increased by 10%, or continue any litigation,with regard to the matter or matters requiring and such cooperation. (ii) the Insured Claimant shall have the right to have the (b) The Company may reasonably require the Insured loss or damage determined either as of the date the claim was made by Claimant to submit to examination under oath by any authorized the Insured Claimant or as of the date it is settled and paid. representative of the Company and to produce for examination, (c) In addition to the extent of liability under (a) and (b), the inspection, and copying, at such reasonable times and places as may Company will also pay those costs, attorneys' fees, and expenses be designated by the authorized representative of the Company, all incurred in accordance with Sections 5 and 7 of these Conditions. records, in whatever medium maintained, including books, ledgers, 9. LIMITATION OF LIABILITY checks, memoranda, correspondence, reports, e-mails, disks, tapes, (a) If the Company establishes the Title, or removes the and videos whether bearing a date before or after Date of Policy, that alleged defect, lien, or encumbrance, or cures the lack of a right of reasonably pertain to the loss or damage. Further, if requested by any access to or from the Land, or cures the claim of Unmarketable Title,all authorized representative of the Company, the Insured Claimant shall as insured, in a reasonably diligent manner by any method, including grant its permission, in writing, for any authorized representative of the litigation and the completion of any appeals, it shall have fully performed Company to examine, inspect, and copy all of these records in the its obligations with respect to that matter and shall not be liable for any custody or control of a third party that reasonably pertain to the loss or loss or damage caused to the Insured. damage. All information designated as confidential by the Insured (b) In the event of any litigation, including litigation by the Claimant provided to the Company pursuant to this Section shall not be Company or with the Company's consent, the Company shall have no disclosed to others unless, in the reasonable judgment of the Company, liability for loss or damage until there has been a final determination by it is necessary in the administration of the claim. Failure of the Insured a court of competent jurisdiction, and disposition of all appeals, adverse Claimant to submit for examination under oath, produce any reasonably to the Title,as insured. requested information, or grant permission to secure reasonably (c) The Company shall not be liable for loss or damage to the necessary information from third parties as required in this subsection, Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. Form 81306 Dbl Cover—ALTA Owner's Policy(06/17/06) Reorder 1190-127 NJRB 1-15 Effective: 2/15/07 Revised: 9/10/07 1 1 1 All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION Company and the Insured. OF LIABILITY Arbitration pursuant to this policy and under the Rules shall be binding All payments under this policy,except payments made for costs, upon the p parties. Judgment upon the award rendered by the attorneys'fees,and expenses,shall reduce the Amount of Insurance by Arbitrator(s)may be entered in any court of competent jurisdiction. the amount of the payment. 15.LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE 11. LIABILITY NONCUMULATIVE CONTRACT The Amount of Insurance shall be reduced by any amount the Company (a) This policy together with all endorsements, if pays under anyany, policy insuring a Mortgage to which exception is taken attached to it by the Company is the entire policy and contract between in Schedule B or to which the Insured has agreed, assumed, or taken the Insured and the Company. In interpreting subject, or which is executed by an Insured after Date of Policyand p g any provision of this policy,this policy shall be construed as a whole. which is a charge or lien on the Title, and the amount so paid shall be . (b) Any claim of loss or damage that arises out of the status deemed a payment to the Insured under this policy. of the Title or by any action asserting such claim shall be restricted to 12. PAYMENT OF LOSS this policy. When liability and the extent of loss or damage have been definitely (c) Any amendment of or endorsement to this policy must be fixed in accordance with these Conditions,the payment shall be made in writing and authenticated by an authorized person, or ex ressl within 30 days. incorporated by Schedule A of this policy. p Y 13.RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (d) Each endorsement to this policy issued at any time is (a) Whenever the Company shall have settled and paid a made a part of this policy and is subject to all of its terms and claim under this policy, it shall be subrogated and entitled to the rights provisions. Except as the endorsement expressly states, it does noti of the Insured Claimant in the Title and all other rights and remedies in modify any of the terms and provisions of the policy (ii) not( r respect to the claim that the Insured Claimant has against anyp Y� modify any prior g person or endorsement, (iii)extend the Date of Policy,or(iv)increase the Amount property, to the extent of the amount of any loss, costs, attorneys'fees, of Insurance. and expenses paid by the Company. If requested by the Company,the 16.SEVERABILITY Insured Claimant shall execute documents to evidence the transfer to In the event any provision of this policy, in whole or in part, is held the Company of these rights and remedies. The Insured Claimant shall invalid or unenforceable under applicable law, pp the policy shall be permit the Company to sue, compromise, or settle in the name of the deemed not to include that provision or such part held to be invalid, but Insured Claimant and to use the name of the Insured Claimant in any all other provisions shall remain in full force and effect. transaction or litigation involving these rights and remedies. 17.CHOICE OF LAW; FORUM If a payment on account of a claim does not fully cover the loss of the (a) Choice of Law: The Insured acknowledges the Company Insured Claimant, the Company shall defer the exercise of its right to has underwritten the risks covered by this policy and determined the recover until after the Insured Claimant shall have recovered its loss. premium charged therefor in reliance upon the law affecting interests in (b) The Company's right of subrogation includes the rights real property and applicable to the interpretation, rights, remedies, or of the Insured to indemnities, guaranties, other policies of insurance, or enforcement of policies of title insurance of the jurisdiction where the bonds, notwithstanding any terms or conditions contained in those Land is located. instruments that address subrogation rights. Therefore,the court or an arbitrator shall apply the law of the jurisdiction 14.ARBITRATION where the Land is located to determine the validity of claims against the Either the Company or the Insured may demand that the claim or Title that are adverse to the Insured and to interpret and enforce the controversy shall be submitted to arbitration pursuant to the Title terms of this policy. In neither case shall the court or arbitrator apply its Insurance Arbitration Rules of the American Land Title Association conflicts of law principles to determine the applicable law. ("Rules"). Except as provided in the Rules,there shall be no joinder (b) Choice of Forum: Any litigation or other proceeding or consolidation with claims or controversies of other persons. brought by the Insured against the Company must be filed only in a Arbitrable matters may include,but are not limited to,any controversy or state or federal court within the United States of America or its territories claim between the Company and the Insured arising out of or relating to having appropriate jurisdiction. this policy,any service in connection with its issuance or the breach of a 18.NOTICES,WHERE SENT policy provision, or to any other controversy or claim arising out of the Any notice of claim and any other notice or statement in writing required transaction giving rise to this to be given to the Company under this Policy must be given to the policy. Company at: P.O. Box 45023,Jacksonville,FL 32232-5023. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. I Form 81306 Dbl Cover—ALTA Owner's Policy(06/17/06) Reorder 1190-127 NJRB 1-15 Effective: 2/15/07 Revised: 9/10/07 ALTA Owner's Policy(6/17/06) doh TitleOne Corporation Authorized Agent for: Commonwealth Land Title Insurance Company TitleOne a titheVit,ti wCo.. SCHEDULE A Name and Address of Title Insurance Company: Commonwealth Land Title Insurance Company 601 Riverside Avenue, Building 5,4th Floor Jacksonville, FL 32204 File Number: 14240383 Policy Number:81306-92343838 Date of Policy: November 12,2014 at 11:59AM Amount of Insurance:$245,693.53 Premium:$1,043.00 Property Address Reference: 357 E Amity Road, Meridian, ID 83642 1. Name of Insured: City of Meridian 2. The estate or interest in the land that is insured by this policy is: Fee Simple 3. Title is vested in: City of Meridian,an Idaho municipal corporation 4. The Land referred to in this policy is described as follows: See Attached Schedule C TitleOne Corporation By: 132"*Sts"' Joseph Gropp,Authorized Signatory • ALTA Owner's Policy(6117106) SCHEDULE B Exceptions from Coverage File Number: 14240383 Policy Number:81306-92343838 This policy doesagainstdamage,not insure loss or dama e,and the Company will not pay costs,attorneys'fees,or expenses that arise by reason of: 1. Rights or claims of parties in possession not shown by the public records. 2.Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land,and that is not shown by the Public Records. 3. Easements,or claims of easements,not shown by the public records. 4.Any lien,or right to a lien,for services,labor,or materials heretofore or hereafter furnished,imposed by law and not shown by the public records. 5.(a)Unpatented mining claims;(b)reservations or exceptions in patents or in Acts authorizing the issuance thereof;(c)water rights,claims to title to water,whether or not the matters excepted under(a),(b),or(c)are shown by the public records. 6.Taxes or special assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records.Proceedings by a public agency which may result in taxes or assessments,or notices to such proceedings whether or not shown by the records of such agency,or by the public records. 7.Taxes,including any assessments collected therewith,for the year 2014 which are a lien not yet due and payable. 8.The land described herein is located within the boundaries of Ada County(208-287-6800)and is subject to any assessments levied thereby. None are due and payable. 9.The land described herein is located within the boundaries of Boise Kuna Irrigation District(208-922-5608)and is subject to any assessments levied thereby. None are due and payable. 10. Right-of-way for Carlson Road. 11. Reservations and exceptions in a United States Patent,and in the act authorizing the issuance thereof, recorded March 29, 1916 as Instrument No.63581 in Book 5 of Patents,at Page 324,records of Ada County, Idaho. 12.Right of way for ditches,tunnels,telephone,and distribution lines constructed by authority of the United States,as granted to the United States under the provisions of Section 58-604 Idaho Code. 13.An easement for the purpose shown below and rights incidental thereto as set forth in a Right of Way Contract. Granted to:Pacific Northwest Pipeline Corporation Purpose:right to select the route for and construct,maintain, inspect,operate, protect,repair,replace,alter or remove a pipeline or pipelines for the transportation of oil,gas and the products thereof Recorded:August 15, 1955 Instrument No.:381446 Book 29 of Miscellaneous Records at Page 252,records of Ada County, Idaho. NOTE:The exact location and extent of said easement is not disclosed of record. • ALTA Owner's Policy(6117106) 14.An easement for thep urpose shown below and rights incidental thereto as set forth in a Right of Way Contract. Granted to: Pacific Northwest Pipeline Corporation 9 Purpose:right to select the route for and construct,maintain,inspect,operate,protect,repair,replace,alter or remove a pipeline or pipelines forte p transportation of oil,gas and the products thereof Recorded: September 12, 1955 Instrument No.:382866 Book 29 of Miscellaneous Records at Page 417,records of Ada County, Idaho. NOTE:The exact location and extent of said easement is not disclosed of record. Amendment to Right of Way Contract Recorded:November 6, 1981 Instrument No.:8147787 15.An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted to: Idaho Power Company Purpose: Public Utilities Recorded: March 14, 1963 Instrument No.: 551102 NOTE:The exact location and extent of said easement is not disclosed of record. 16.An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted to: Idaho Power Company Purpose: Public Utilities Recorded:August 1, 1980 Instrument No.:8035979 17.Terms,provisions,covenants,conditions and restrictions contained in a Warranty Deed. Recorded:June 24, 1981 Instrument No.:8128124 18.Conditions,restrictions, reservations,and access rights contained in a Warranty Deed in favor of the State of Idaho. Recorded:September 17, 1987 Instrument No.:8752850 19.An easement for the purpose shown below and rights incidental thereto as set forth in an Easement. Granted to: State of Idaho, by and through the Idaho Transportation Board for the Division of Highways Purpose:constructing or installing thereon an irrigation pipe and facilities Recorded: September 17, 1987 Instrument No.:8752852 20. Conditions, restrictions,reservations,and access rights contained in a Warranty Deed in favor of the State of Idaho. Recorded:October 16, 1987 Instrument No.:8758216 21.An easement for the purpose shown below and rights incidental thereto as set forth in an Easement. Granted to: State of Idaho,by and through the Idaho Transportation Board for the Division of Highways Purpose:constructing or installing thereon an irrigation pipe and facilities Recorded:October 16, 1987 Instrument No.:8758217 22.An easement for the purpose shown below and rights incidental thereto as set forth in a Grant of Avigation Easement. Granted to: Boise City,a municipal corporation Purpose:right and easement to use the air space above Recorded: November 2,2001 Instrument No.: 101115264 • • ALTA Owner's Policy(61171 06) 23.All matters,and any rights,easements, interests or claims as disclosed by Record of Survey No.9941 recorded October 29,2014 as Instrument No.2014-088010,records of Ada County, Idaho. 24. Rights of tenants in possession,as tenants only,under prior unrecorded leases. • ALTA Owner's Policy(6117/06) SCHEDULE C Legal Description Southwestquarter of the Northeast quarter of the Northwest quarter and a portion of Government Lot 1 of A parcel being situated in a portion of the Section 31,Township 3 North, Range 1 East,Boise Meridian,Ada County, Idaho and more particularly described as follows: the Northwest corner of said Section 31,from which a found aluminum cap marking the West quarter Commencing at a found aluminum cap marking corner of said Section 31 bears South 00°37'28"West a distance of 2641.42 feet;thence following the Westerly line of said Government Lot 1 South 00°37'28"West a distance of 862.33 feet to a point;thence leaving said Westerly line South 89°22'32"East a distance of 80.00 feet to a set 5/8 inch rebar on the Easterly right-of-way line of S. Meridian Road and being the Point of Beginning;thence leaving said Easterly right-of-way line South 88°46'41"East a distance of 310.17 feet to a found 5/8 inch rebar;thence South 58°38'28"West a distance of 166.33 feet to a found 5/8 inch rebar;thence South 03°06'58"West a distance of 55.31 feet to a found 5/8 inch rebar;thence South 85°19'02"East a distance of 314.35 feet to a found 5/8 inch rebar;thence North 16°07'28"East a distance of 43.80 feet to a found 3/4 inch iron pipe;thence North 38°55'32"West a distance of 147.07 feet to a found 3/4 inch iron pipe;thence North 08°13'32"West a distance of 160.89 feet to a set 5/8 inch rebar;thence South 89°22'32"East a distance of 872.30 feet to a set 5/8 inch rebar;thence South 00°39'29"East a distance of 329.29 feet to a set 5/8 inch rebar;thence South 81°55'35"West a distance of 151.87 feet to a set 5/8 inch rebar;thence South 00°25'16"West a distance of 24.72 feet to a set 5/8 inch rebar;thence South 89°38'44"West a distance of 1103.32 feet to a found 1/2 inch rebar on the Easterly right-of-way line of S. Meridian Road;thence following said Easterly right-of-way line North 00°37'28"East a distance of 250.00 feet to the Point of Beginning. s . .,,_..„ :.-, rt,' iii,,.,1t iibi4 n ., r n Eo o N n 1:;1.i..,!:'.'1„,,:::,:, N W I 001lE: 9'O(Z �f ;-'40. $ OS60Zl£tl5 '''4-' Jill .....00 Zi6 // O I • • 1 n 4W 1. e a 4.. M p O g N N M f IT.; h n 4 2 N , N .':::.:',.7a4_ `4. '-2.? 16'0►01 M6h-PPo0N N n Ln S $ h �� I f i : i N '""'......:'::111::::::E: ' i W Z oo'oZE 1,21-E l'CON 11 8 ''ZlZl£lIS 8 X Oo'AZf 3Z1'E1b05 L!'S6o1 ABb81' n woos ....:.........:::::::,,::,,,,, aiiiii*OP. i F'1 Il _ is N YrN g , N t60.� n 111.ill. '''''' ,.; /1 tIll ,,_'.._ ;.: ,,_-: - -O ''3 sF ' s, r c ao Boz II } __ - F n aa n OZ'fiZ J5741 .. 1......t...1...1..1.,...:.„...„..,..„...,..„.„,::.„„....: Mp'*6660 ............. "."........... — Ora► TitleOne a title & escrow co. November 17, 2014 DELIVER TO: Ted Baird City of Meridian 33 East Broadway Meridian, ID 83642 Thank you for choosing TitleOne Corporation for your title insurance needs. Enclosed you will find the following: Original Recorded Warranty Deed Owner's Policy of Title Insurance Order No. 14240383 If you have any questions regarding the closing, your Escrow Officer is Scott Darling, (208) 287-5300. Should you have any questions regarding this title policy, your Title Officer is Joseph Gropp, (208) 947 1538. 1101 W River St.,Suite 201 Boise,Idaho 83702 p:208.424.8511 f:208.424.0049