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Purchase and Sale Agreement with ACHD for Widening of Meridian Rd. Adjacent to Settlers ParkProject Name: Ustick Road & Meridian Road Intersection Project: 313039 Name: City of Meridian & Meridian Parks and Recreation Commission R/W Parcel No: 1 T4N, RIK Sec. 36 APN: SO436449680 SALE AND PURCHASE AGREEMENT (Partial Acquisition) THIS SA - A . D PURCHASE AGREEMENT (the "Agreement") is made and entered into this aq(� K day of , 2014, by and between City of Meridian, a municipal corporation, ("Seller") and Ada County Highway District ("ACHD"); WITNESSETH: FOR GOOD AND SUFFICIENT CONSIDERATION, IT IS AGREED: SECTION 1. Definitions. As used in this Agreement, the following terms shall have the following meanings: (a) The term "ACHD" shall refer to ADA COUNTY HIGHWAY DISTRICT, a body politic and corporate of the state of Idaho whose address is 3775 Adams Street, Garden City, Idaho 83714, and the person to contact at ACHD is Barbara Burton, whose telephone number is (208) 387-6275. (b) The term "Closing Date" shall mean within 30 days of title clearance but in no case later than one year past the day, month and year first above written; provided, by written addendum signed by both parties and delivered to Closing Agent, the Closing Date may be rescheduled to such date as the parties agree. The Closing Date may also be extended, and in either event the Closing Date shall then mean such rescheduled date. (c) The term "Deed" shall mean the real property as described on Exhibit "A" to the Deed. (d) The term "Easement" shall mean collectively the Permanent Easement and the Temporary Easement(s) as described and/or depicted on Exhibit "A" to the Easement(s). (e) The term "Hazardous Materials" shall mean any substance, material, or waste which is regulated as hazardous by any federal, state or local governmental authority. (f) The term "Project" shall refer to the highway improvement program being undertaken by ACHD internally known as Project Number 313039 and commonly known as the Ustick Road & Meridian Road Intersection. (g) The term "Property" shall refer to the real property described on the Exhibit "A" attached to the Deed. Page 1 of 5 Project Name: Ustick Road & Meridian Road Intersection Project: 313039 Name: City of Meridian & Meridian Parks and Recreation Commission R/W Parcel No:1 T4N, R1W, Sec, 36 APN: SO436449680 (h) The Property is a part of a larger parcel of real property owned by Seller, and the term "Remaining Property" shall refer to the remainder of the parcel of real property which will continue to be owned by Seller after this transaction is closed, and shall include the Easement Area. (i) The term "Seller" refers to the above-named Seller whose telephone number is 208 898- 5506. SECTION 2. Recitals. 2.1 ACHD is a single county -wide highway district organized and existing under the laws of the state of Idaho, with the responsibility and jurisdiction and authority to acquire public right-of-way and construct and improve highways in Ada County, Idaho, and in that connection has undertaken the Project. 2.2. In lieu of condemnation and in furtherance of the Project and for the price and on the terms and conditions hereinafter set forth, ACHD desires to purchase the Property from Seller, acquire the rights of access and use of the Easement Area set forth in the Easement, and pay for any damages which may accrue to the Remaining Property and/or any eligible business located thereon by reason of its severance from the Property and the construction of the Project, and for the price and on the terms and conditions hereinafter set forth Seller is willing to sell and grant the same to ACHD and settle such damage claims, if any. SECTION 3. Agreement to Sell and Purchase Property and Grant Easement(s) For the purchase price and on the terms and conditions hereinafter set forth, Seller hereby agrees to sell, grant and convey the Property and grant the rights of access and use of the Easement Area to ACHD, and ACHD hereby agrees to purchase the Property, subject to the Exceptions to Title, and acquire the rights set forth in the Easement(s) from Seller. SECTION 4. Damages to Remaining Property; Release and Survival. The parties agree that the purchase price set forth in Section 5 includes reimbursement for any and all damages which may accrue to the Seller's Remaining Property and/or any eligible business located thereon by reason of: (i) its severance from the Property, (ii) the Easement thereon, and (iii) the construction of the Project on the Property and Easement Area in the manner proposed by ACHD, and that this payment is in full settlement of all claims, demands and causes of action Seller may have against ACHD for such damages. Accordingly, Seller hereby forever releases, discharges and acquits ACHD from any and all actions, causes of action, claims or suits for damages, losses, expenses, attorney's fees and costs of suit which Seller shall have, or which in the future may arise, to the Seller's Remaining Property and/or any eligible business located thereon from or as a result of or by reason of or in connection with: (i) the severance of the Property from the Remaining Property, (ii) the Easement thereon, and (iii) the construction of the Project on the Property and Easement Area in the manner proposed by ACHD. Notwithstanding the foregoing, Seller may pursue any and all claims for loss, injury, death and damage caused by, arising out of or resulting from ACHD's use of the Property and Easement Area during construction, including, without limitation, attorney's fees and costs Page 2 of 5 Project Name: Ustick Road & Meridian Road Intersection Project: 313039 Name: City of Meridian & Meridian Parks and Recreation Commission R/W Parcel No: 1 T4N, R1 W, Sec. 36 APN:SO436449680 that might be incurred by Seller in pursuing any such claims. It is agreed that the provisions of this section will survive the closing under this Agreement. SECTION 5. Purchase Price; Closing; Possession. 5.1 The purchase price to be paid by the ACHD for the Property and for the rights of access and use of the Easement Area set forth in the Easement and for any severance or business damages to the Remaining Property of Seller is Zero Dollars and Zero Cents ($0.00). 5.2 The closing under this Agreement shall take place at the offices of ACHD on the Closing Date, by the delivery to Seller of ACHD's check made payable to Seller in the amount of the purchase price in return for the delivery to ACHD of the Deed and/or the Easement, each duly executed by Seller and acknowledged in form suitable for recording. 5.3 ACHD shall be entitled to possession of the Property and the Easement Area as provided in the Easement on and following the date this Agreement is executed, and upon the following terms and conditions: (a) On and after possession, ACHD shall have full and unrestricted authority and right to enter upon the Property and the Easement Area and to make full use of the Property for any lawful purpose, including but not limited to, construction of the Project thereon. (b) In the event that the parties are unable to close for any reason, on the Closing Date or any date thereafter, ACHD shall retain full and unrestricted possession and use of the Property and the Easement Area pending commencement of an action for specific performance and any final order therein or pending commencement of an action for condemnation by ACRD and issuance of an order by the court granting ACHD possession of the Property pursuant to Idaho Code § 7-721. (c) Possession of the Property and the Easement Area by ACHD under this Section 5.3 and before the date the Deed and/or Easement is recorded is intended to give ACHD the right of possession and it does not establish a Landlord -Tenant relationship between Seller and ACHD. 5.4 At its sole discretion, ACHD may elect to close the transaction through a title company. Notification of title closing will be given to seller in writing. SECTION 6. Hazardous Materials Warranty. Seller warrants that neither Seller, nor, to the knowledge of Seller, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any Hazardous Materials under, in, or about the Property. This warranty shall not be merged into the Deed and shall survive the closing under this Agreement. SECTION 7. Remedies for Default. In the event of the failure or neglect by either party in the performance required under this Agreement, the other party shall have all the remedies available under the laws of the state of Idaho for breach of a contract, including the remedy of specific performance. Page 3 of 5 Project Name: Ustick Road & Meridian Road Intersection Project: 313039 Name: City of Meridian & Meridian Parks and Recreation Commission RM Parcel No:1 T4N, RIK Sec. 36 APN: SO436449680 SECTION 8. Attorneys' Fees. In any action arising under this Agreement, the unsuccessful party therein agrees to reimburse the prevailing party for its reasonable attorneys' fees expended or incurred in connection therewith and in connection with any appeal, and the same may be included in the judgment. SECTION 9. Incorporation of Exhibits. It is agreed that all exhibits related to this Agreement are incorporated by reference and made a part of the terms, provisions and covenants of this Agreement. SECTION 10. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors, provided no assignment of their respective rights and obligations hereunder shall be made by either party without the written consent of the other. SECTION 11. Time of Essence. Time is of the essence of this Agreement. SECTION 12. Entire Agreement. This Agreement and the Exhibits referenced in this agreement constitute the entire understanding between the parties with respect to this transaction, and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement. SECTION 13. Counterparts. This Agreement shall be executed in two counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument. SECTION 14. Warranty of Authority to Execute. 14.1 The person(s) executing this Agreement on behalf of ACHD represent(s) and warrant(s) due authorization to do so on behalf of ACRD, and that upon execution of this Agreement on behalf of ACHD, the same is binding upon, and shall inure to the benefit of, ACRD. 14.2 If Seller is not a natural person, the person(s) executing the Agreement on behalf of Seller represent(s) and warrant(s) due authorization to do so on behalf of Seller, and that upon execution of this Agreement on behalf of Seller, the same is binding upon, and shall inure to the benefit, of Seller. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. SELLER: City of Meridian, a municipal corporation By: Its: By: Its: Page 4 of 5 Project Name: Ustick Road & Meridian Road Intersection Project: 313039 Name: City of Meridian & Meridian Parks and Recreation Commission R/W Parcel No:1 T4N, R1W, Sec. 36 APN: S0436449680 ADA COUNTY I HW Y DISTRICT• David Serdar Right -of -Way Supervisor 'Barbara Burton Sr. Right -of -Way Agent The Ada County Highway District (ACHD) is committed to compliance with Title VI of the Civil Rights Act of 1964 and related regulations and directives. ACHD assures that no person shall on the grounds of race, color, national origin, gender, disability or age, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any ACHD service, program or activity. Page 5 of 5 Project Name: Ustick Road & Meridian Road Intersection Project: 313039 Name: City of Meridian & Meridian Parks and Recreation Commission R/W Parcel No: 1 T4N, R1 W, Sec. 36 APN:SO436449680 THIS SALE AND PURCHASE AGREEMENT (the "Agreement") is made and entered into this day of , 2014, by and between City of Meridian, a municipal corporation, ("Seller") and Ada County Highway District ("ACHD"); WITNESSETH: FOR GOOD AND SUFFICIENT CONSIDERATION, IT IS AGREED: SECTION 1. Definitions. As used in this Agreement, the following terms shall have the following meanings: (a) The term "ACHD" shall refer to ADA COUNTY HIGHWAY DISTRICT, a body politic and corporate of the state of Idaho whose address is 3775 Adams Street, Garden City, Idaho 83714, and the person to contact at ACHD is Barbara Burton, whose telephone number is (208) 387-6275. (b) The term "Closing Date" shall mean within 30 days of title clearance, but in no case later than one year past the day, month and year first above written; provided, by written addendum signed by both parties and delivered to Closing Agent, the Closing Date may be rescheduled to such date as the parties agree. The Closing Date may also be extended, and in either event the Closing Date shall then mean such rescheduled date. (c) The term "Deed" shall mean the real property as described on Exhibit "A" to the Deed. (d) The term "Easement" shall mean collectively the Permanent Easement and the Temporary Easement(s) as described and/or depicted on Exhibit "A" to the Easement(s). (e) The term "Hazardous Materials" shall mean any substance, material, or waste which is regulated as hazardous by any federal, state or local governmental authority. (f) The term "Project" shall refer to the highway improvement program being undertaken by ACHD internally known as Project Number 313039 and commonly known as the Ustick Road & Meridian Road Intersection. (g) The term "Property" shall refer to the real property described on the Exhibit "A" attached to the Deed. Page 1 of 5 Project Name: Ustick Road & Meridian Road Intersection Project: 313039 Name: City of Meridian & Meridian Parks and Recreation Commission R/W Parcel No: 1 T4N, R1W, Sec. 36 APN:SO436449680 (h) The Property is a part of a larger parcel of real property owned by Seller, and the term "Remaining Property" shall refer to the remainder of the parcel of real property which will continue to be owned by Seller after this transaction is closed, and shall include the Easement Area. (i) The term "Seller" refers to the above-named Seller whose telephone number is 208 898- 5506. SECTION 2. Recitals. 2.1 ACHD is a single county -wide highway district organized and existing under the laws of the state of Idaho, with the responsibility and jurisdiction and authority to acquire public right-of-way and construct and improve highways in Ada County, Idaho, and in that connection has undertaken the Project. 2.2. In lieu of condemnation and in furtherance of the Project and for the price and on the terms and conditions hereinafter set forth, ACHD desires to purchase the Property from Seller, acquire the rights of access and use of the Easement Area set forth in the Easement, and pay for any damages which may accrue to the Remaining Property and/or any eligible business located thereon by reason of its severance from the Property and the construction of the Project, and for the price and on the terms and conditions hereinafter set forth Seller is willing to sell and grant the same to ACRD and settle such damage claims, if any. SECTION 3. Agreement to Sell and Purchase Property and Grant Easement(s). For the purchase price and on the terms and conditions hereinafter set forth, Seller hereby agrees to sell, grant and convey the Property and grant the rights of access and use of the Easement Area to ACRD, and ACRD hereby agrees to purchase the Property, subject to the Exceptions to Title, and acquire the rights set forth in the Easement(s) from Seller. SECTION 4. Damages to Remaining Property; Release and Survival. The parties agree that the purchase price set forth in Section 5 includes reimbursement for any and all damages which may accrue to the Seller's Remaining Property and/or any eligible business located thereon by reason of: (i) its severance from the Property, (ii) the Easement thereon, and (iii) the construction of the Project on the Property and Easement Area in the manner proposed by ACRD, and that this payment is in full settlement of all claims, demands and causes of action Seller may have against ACHD for such damages. Accordingly, Seller hereby forever releases, discharges and acquits ACHD from any and all actions, causes of action, claims or suits for damages, losses, expenses, attorney's fees and costs of suit which Seller shall have, or which in the future may arise, to the Seller's Remaining Property and/or any eligible business located thereon from or as a result of or by reason of or in connection with: (i) the severance of the Property from the Remaining Property, (ii) the Easement thereon, and (iii) the construction of the Project on the Property and Easement Area in the manner proposed by ACHD. Notwithstanding the foregoing, Seller may pursue any and all claims for loss, injury, death and damage caused by, arising out of or resulting from ACHD's use of the Property and Easement Area during construction, including, without limitation, attorney's fees and costs Page 2 of 5 Project Name: Ustick Road & Meridian Road Intersection Project: 313039 Name: City of Meridian & Meridian Parks and Recreation Commission R/W Parcel No: 1 T4N, R1 W, Sec, 36 APN:S0436449680 that might be incurred by Seller in pursuing any such claims. It is agreed that the provisions of this section will survive the closing under this Agreement. SECTION 5. Purchase Price; Closing; Possession. 5.1 The purchase price to be paid by the ACHD for the Property and for the rights of access and use of the Easement Area set forth in the Easement and for any severance or business damages to the Remaining Property of Seller is Zero Dollars and Zero Cents ($0.00). 5.2 The closing under this Agreement shall take place at the offices of ACHD on the Closing Date, by the delivery to Seller of ACHD's check made payable to Seller in the amount of the purchase price in return for the delivery to ACHD of the Deed and/or the Easement, each duly executed by Seller and acknowledged in form suitable for recording. 5.3 ACHD shall be entitled to possession of the Property and the Easement Area as provided in the Easement on and following the date this Agreement is executed, and upon the following terms and conditions: (a) On and after possession, ACHD shall have full and unrestricted authority and right to enter upon the Property and the Easement Area and to make full use of the Property for any lawful purpose, including but not limited to, construction of the Project thereon. (b) In the event that the parties are unable to close for any reason, on the Closing Date or any date thereafter, ACHD shall retain full and unrestricted possession and use of the Property and the Easement Area pending commencement of an action for specific performance and any final order therein or pending commencement of an action for condemnation by ACHD and issuance of an order by the court granting ACHD possession of the Property pursuant to Idaho Code § 7-721. (c) Possession of the Property and the Easement Area by ACHD under this Section 5.3 and before the date the Deed and/or Easement is recorded is intended to give ACHD the right of possession and it does not establish a Landlord -Tenant relationship between Seller and ACHD. 5.4 At its sole discretion, ACHD may elect to close the transaction through a title company. Notification of title closing will be given to seller in writing. SECTION 6. Hazardous Materials Warranty. Seller warrants that neither Seller, nor, to the knowledge of Seller, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any Hazardous Materials under, in, or about the Property. This warranty shall not be merged into the Deed and shall survive the closing under this Agreement. SECTION 7. Remedies for Default. In the event of the failure or neglect by either party in the performance required under this Agreement, the other party shall have all the remedies available under the laws of the state of Idaho for breach of a contract, including the remedy of specific performance. Page 3 of 5 Project Name: Ustick Road & Meridian Road Intersection Project: 313039 Name: City of Meridian & Meridian Parks and Recreation Commission R/W Parcel No: 1 T4N, R1 W, Sec. 36 APN: SO436449680 SECTION 8. Attorneys' Fees. In any action arising under this Agreement, the unsuccessful party therein agrees to reimburse the prevailing party for its reasonable attorneys' fees expended or incurred in connection therewith and in connection with any appeal, and the same may be included in'the judgment. SECTION 9. Incorporation of Exhibits. It is agreed that all exhibits related to this Agreement are incorporated by reference and made a part of the terms, provisions and covenants of this Agreement. SECTION 10. Binding Effect; Assignment, This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors, provided no assignment of their respective rights and obligations hereunder shall be made by either party without the written consent of the other. SECTION 11. Time of Essence. Time is of the essence of this Agreement. SECTION 12, Entire Agreement. This Agreement and the Exhibits referenced in this agreement constitute the entire understanding between the parties with respect to this transaction, and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement. SECTION 13, Counterparts. This Agreement shall be executed in two counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument. SECTION 14. Warranty of Authority to Execute. 14.1 The person(s) executing this Agreement on behalf of ACHD represent(s) and warrant(s) due authorization to do so on behalf of ACRD, and that upon execution of this Agreement on behalf of ACHD, the same is binding upon, and shall inure to the benefit of, ACHD. 14.2 If Seller is not a natural person, the person(s) executing the Agreement on behalf of Seller represent(s) and warrant(s) due authorization to do so on behalf of Seller, and that upon execution of this Agreement on behalf of Seller, the same is binding upon, and shall inure to the benefit, of Seller. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. SELLER: City of Meridian, a municipal corporation By: Its: By: Its: Page 4 of 5 Project Name: Ustick Road & Meridian Road Intersection Project: 313039 Name: City of Meridian & Meridian Parks and Recreation Commission R/W Parcel No: 1 T4N, R1 W, Sec. 36 APN:SO436449680 David Serdar Right -of -Way Supervisor Barbara Burton Sr. Right -of -Way Agent The Ada County Highway District (ACRD) is committed to compliance with Title VI of the Civil Rights Act of 1964 and related regulations and directives. ACHD assures that no person shall on the grounds of race, color, national origin, gender, disability or age, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any ACHD service, program or activity. Page 5 of 5