Warranty Deed Parks Maintenance Facility - Arthur BerryFidelity National Title Insurance Company
POLICY NO.: ID2004-10-A 1198432-2011.27306-84014398
OWNER'S POLICY OF TITLE INSURANCE
Issued by
Fidelity National Title Insurance Company
Any notice of claim and any other notice or statement in writing required to begiven the Company under this Policy must begiven to the Com-
pany at the address shown in Section 18 of the Conditions.
COVERED RISKS
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE
CONDITIONS, FIDELITYNATIONAL TITLE INSURANCE COMPANY, a California 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 exceeding the Amount of Insurance, sustained
or incurred by the Insured by reason of
L 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
(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 properlyfiled, recorded, or indexed in the Public Records includingfailure 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 ofexisting 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 settingforth 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 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 underfederal 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 underfederal 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.
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Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA aaesr
members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association
V.
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.
IN WITNESS WHEREOF, FIDELITY NATIONAL TITLE INSURANCE COMPANY has caused this policy to be signed and sealed by its duly
authorized officers.
Countersid:
Authorized Signatory
Joseph Gropp
ID2004 A1198432
TitleOne Corporation
1101 West River, Suite 201
Boise, ID 83702
Tel: (208) 424-8511
Fax' (208)424-0049
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:
1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibit-
ing, 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.
27306 (6/06) ALTA Owner's Policy (6/17/06)
Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTArarr
members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association "p;""
CONDITIONS
1. DEFINITION OF TERMS
The following terms when used in this policy mean:
(a) "Amount of Insurance": The amount stated in Schedule A, as
may be increased or decreased by endorsement to this policy, increased
by Section 8(b), or decreased by Sections 10 and 11 of these Condi-
tions.
(b) "Date of Policy": The date designated as `Date of Policy" in
Schedule A.
(c) "Entity": A corporation, partnership, trust, limited liability com-
pany, or other similar legal entity.
(d) "Insured": The Insured named in Schedule A.
(i) The term "Insured" also includes
(A) successors to the Title of the Insured by operation of
law as distinguished from purchase, including heirs, devisees, survivors,
personal representatives, or next of kin;
(B) successors to an Insured by dissolution, merger, con-
solidation, distribution, or reorganization;
(C) successors to an Insured by its conversion to another
kind of Entity;
(D) a grantee of an Insured under a deed delivered with-
out payment of actual valuable consideration conveying the Title
(1) if the stock, shares, memberships, or other equity in-
terests of the grantee are wholly-owned by the named Insured,
(2) if the grantee wholly owns the named Insured,
(3) if the grantee is wholly-owned by an affiliated Entity
of the named Insured, provided the affiliated Entity and the named In-
sured are both wholly-owned by the same person or Entity, or
(4) if the grantee is a trustee or beneficiary of a trust
created by a written instrument established by the Insured named in
Schedule A for estate planning purposes.
(ii) With regard to (A), (B), (C), and (D) reserving, however, all
rights and defenses as to any successor that the Company would have
had against any predecessor Insured.
(e) "Insured Claimant": An Insured claiming loss or damage.
(f) "Knowledge" or "Known": Actual knowledge, not constructive
knowledge or notice that may be imputed to an Insured by reason of the
Public Records or any other records that impart constructive notice of
matters affecting the Title.
(g) "Land": The land described in Schedule A, and affixed im-
provements that by law constitute real property. The term "Land" does
not include any property beyond the lines of the area described in Sche-
dule A, nor any right, title, interest, estate, or easement in abutting
streets, roads, avenues, alleys, lanes, ways, or waterways, but this does
not modify or limit the extent that a right of access to and from the Land
is insured by this policy.
(h) "Mortgage": Mortgage, deed of trust, trust deed, or other security
instrument, including one evidenced by electronic means authorized by
law.
(i) "Public Records": Records established under state statutes at
Date of Policy for the purpose of imparting constructive notice of mat-
ters relating to real property to purchasers for value and without Know-
ledge. With respect to Covered Risk 5(d), "Public Records" shall also
include environmental protection liens filed in the records of the clerk
of the United States District Court for the district where the Land is lo-
cated.
0) "Title": The estate or interest described in Schedule A.
(k) "Unmarketable Title": Title affected by an alleged or apparent
matter that would permit a prospective purchaser or lessee of the Title
or lender on the Title to be released from the obligation to purchase,
lease, or lend if there is a contractual condition requiring the delivery of
marketable title.
2. CONTINUATION OF INSURANCE
The coverage of this policy shall continue in force as of Date ofPol-
icy in favor of an Insured, but only so long as the Insured retains an es-
tate or interest in the Land, or holds an obligation secured by a purchase
money Mortgage given by a purchaser from the Insured, or only so long
as the Insured shall have liability by reason of warranties in any transfer
or conveyance of the Title. This policy shall not continue in force in fa-
vor of any purchaser from the Insured of either (i) an estate or interest
in the Land, or (ii) an obligation secured by a purchase money Mort-
gage given to the Insured.
3. NOTICE OF CLAIM TO BE GIVEN BY INSURED
CLAIMANT
The Insured shall notify the Company promptly in writing (i) in case
of any litigation as set forth in Section 5(a) of these Conditions, (ii) in
case Knowledge shall come to an Insured hereunder of any claim of
title or interest that is adverse to the Title, as insured, and that might
cause loss or damage for which the Company may be liable by virtue of
this policy, or (iii) if the Title, as insured, is rejected as Unmarketable
Title. If the Company is prejudiced by the failure of the Insured Clai-
mant to provide prompt notice, the Company's liability to the Insured
Claimant under the policy shall be reduced to the extent of the preju-
dice.
4. PROOF OF LOSS
In the event the Company is unable to determine the amount of loss
or damage, the Company may, at its option, require as a condition of
payment that the Insured Claimant furnish a signed proof of loss. The
proof of loss must describe the defect, lien, encumbrance, or other mat-
ter insured against by this policy that constitutes the basis of loss or
damage and shall state, to the extent possible, the basis of calculating
the amount of the loss or damage.
5. DEFENSE AND PROSECUTION OF ACTIONS
(a) Upon written request by the Insured, and subject to the options
contained in Section 7 of these Conditions, the Company, at its own
cost and without unreasonable delay, shall provide for the defense of an
Insured in litigation in which any third party asserts a claim covered by
this policy adverse to the Insured. This obligation is limited to only
those stated causes of action alleging matters insured against by this
policy. The Company shall have the right to select counsel of its choice
(subject to the right of the Insured to object for reasonable cause) to
represent the Insured as to those stated causes of action. It shall not be
liable for and will not pay the fees of any other counsel. The Company
will not pay any fees, costs, or expenses incurred by the Insured in the
defense of those causes of action that allege matters not insured against
by this policy.
(b) The Company shall have the right, in addition to the options con-
tained in Section 7 of these Conditions, at its own cost, to institute and
prosecute any action or proceeding or to do any other act that in its opi-
nion may be necessary or desirable to establish the Title, as insured, or
to prevent or reduce loss or damage to the Insured. The Company may
take any appropriate action under the terms of this policy, whether or
not it shall be liable to the Insured. The exercise of these rights shall not
be an admission of liability or waiver of any provision of this policy. If
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Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA rlll
members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association
the Company exercises its rights under this subsection, it must do so di-
ligently.
(c) Whenever the Company brings an action or asserts a defense as
required or permitted by this policy, the Company may pursue the liti-
gation to a final determination by a court of competent jurisdiction, and
it expressly reserves the right, in its sole discretion, to appeal from any
adverse judgment or order.
6. DUTY OF INSURED CLAIMANT TO COOPERATE
(a) In all cases where this policy permits or requires the Company to
prosecute or provide for the defense of any action or proceeding and
any appeals, the Insured shall secure to the Company the right to so
prosecute or provide defense in the action or proceeding, including the
right to use, at its option, the name of the Insured for this purpose.
Whenever requested by the Company, the Insured, at the Company's
expense, shall give the Company all reasonable aid (i) in securing evi-
dence, obtaining witnesses, prosecuting or defending the action or pro-
ceeding, or effecting settlement, and (ii) in any other lawful act that in
the opinion of the Company may be necessary or desirable to establish
the Title or any other matter as insured. If the Company is prejudiced
by the failure of the Insured to furnish the required cooperation, the
Company's obligations to the Insured under the policy shall terminate,
including any liability or obligation to defend, prosecute, or continue
any litigation, with regard to the matter or matters requiring such coop-
eration.
(b) The Company may reasonably require the Insured Claimant to
submit to examination under oath by any authorized representative of
the Company and to produce for examination, inspection, and copying,
at such reasonable times and places as may be designated by the autho-
rized representative of the Company, all records, in whatever medium
maintained, including books, ledgers, checks, memoranda, correspon-
dence, reports, e-mails, disks, tapes, and videos whether bearing a date
before or after Date of Policy, that reasonably pertain to the loss or
damage. Further, if requested by any authorized representative of the
Company, the Insured Claimant shall grant its permission, in writing,
for any authorized representative of the Company to examine, inspect,
and copy all of these records in the custody or control of a third party
that reasonably pertain to the loss or damage. All information designat-
ed as confidential by the Insured Claimant provided to the Company
pursuant to this Section shall not be disclosed to others unless, in the
reasonable judgment of the Company, it is necessary in the administra-
tion of the claim. Failure of the Insured Claimant to submit for exami-
nation under oath, produce any reasonably requested information, or
grant permission to secure reasonably necessary information from third
parties as required in this subsection, unless prohibited by law or go-
vernmental regulation, shall terminate any liability of the Company un-
der this policy as to that claim.
7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS;
TERMINATION OF LIABILITY
In case of a claim under this policy, the Company shall have the fol-
lowing additional options:
(a) To Pay or Tender Payment of the Amount of Insurance.
To pay or tender payment of the Amount of Insurance under this
policy together with any costs, attorneys' fees, and expenses incurred
by the Insured Claimant that were authorized by the Company up to the
time of payment or tender of payment and that the Company is obli-
gated to pay.
Upon the exercise by the Company of this option, all liability and
(b) To Pay or Otherwise Settle With Parties Other Than the Insured
or With the Insured Claimant.
(i) To pay or otherwise settle with other parties for or in the
name of an Insured Claimant any claim insured against under this poli-
cy. In addition, the Company will pay any costs, attorneys' fees, and
expenses incurred by the Insured Claimant that were authorized by the
Company up to the time of payment and that the Company is obligated
to pay; or
(ii) To pay or otherwise settle with the Insured Claimant the loss
or damage provided for under this policy, together with any costs, at-
torneys' fees, and expenses incurred by the Insured Claimant that were
authorized by the Company up to the time of payment and that the
Company is obligated to pay.
Upon the exercise by the Company of either of the options provided
for in subsections (b)(i) or (ii), the Company's obligations to the In-
sured under this policy for the claimed loss or damage, other than the
payments required to be made, shall terminate, including any liability or
obligation to defend, prosecute, or continue any litigation.
8. DETERMINATION AND EXTENT OF LIABILITY
This policy is a contract of indemnity against actual monetary loss
or damage sustained or incurred by the Insured Claimant who has suf-
fered loss or damage by reason of matters insured against by this policy.
(a) The extent of liability of the Company for loss or damage under
this policy shall not exceed the lesser of
(i) the Amount of Insurance; or
(ii)the difference between the value of the Title as insured and
the value of the Title subject to the risk insured against by this policy.
(b) If the Company pursues its rights under Section 5 of these Condi-
tions and is unsuccessful in establishing the Title, as insured,
(i) the Amount of Insurance shall be increased by 10%, and
(ii) the Insured Claimant shall have the right to have the loss or
damage determined either as of the date the claim was made by the In-
sured Claimant or as of the date it is settled and paid.
(c) In addition to the extent of liability under (a) and (b), the Com-
pany will also pay those costs, attorneys' fees, and expenses incurred in
accordance with Sections 5 and 7 of these Conditions.
9. LIMITATION OF LIABILITY
(a) If the Company establishes the Title, or removes the alleged de-
fect, lien or encumbrance, or cures the lack of a right of access to or
from the Land, or cures the claim of Unmarketable Title, all as insured,
in a reasonably diligent manner by any method, including litigation and
the completion of any appeals, it shall have fully performed its obliga-
tions with respect to that matter and shall not be liable for any loss or
damage caused to the Insured.
(b) In the event of any litigation, including litigation by the Compa-
ny or with the Company's consent, the Company shall have no liability
for loss or damage until there has been a final determination by a court
of competent jurisdiction, and disposition of all appeals, adverse to the
Title, as insured.
(c) The Company shall not be liable for loss or damage to the In-
sured for liability voluntarily assumed by the Insured in settling any
claim or suit without the prior written consent of the Company.
10. REDUCTION OF INSURANCE; REDUCTION OR
TERMINATION OF LIABILITY
All payments under this policy, except payments made for costs, at-
torneys' fees, and expenses, shall reduce the Amount of Insurance by
the amount of the payment.
obligations of the Company to the Insured under this policy, other than
to make the payment required in this subsection, shall terminate, includ-
ing any liability or obligation to defend, prosecute, or continue any liti-
gation.
27306 (6/06) ALTA Owner's Policy (6/17/06)
Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA A w
members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association
La
11. LIABILITY NONCUMULATIVE
The Amount of Insurance shall be reduced by any amount the Com-
pany pays under any policy insuring a Mortgage to which exception is
taken in Schedule B or to which the Insured has agreed, assumed, or
taken subject, or which is executed by an Insured after Date of Policy
and which is a charge or lien on the Title, and the amount so paid shall
be deemed a payment to the Insured under this policy.
12. PAYMENT OF LOSS
When liability and the extent of loss or damage have been definitely
fixed in accordance with these Conditions, the payment shall be made
within 30 days.
13.RIGHTS OF RECOVERY UPON PAYMENT OR
SETTLEMENT
(a) Whenever the Company shall have settled and paid a claim under
this policy, it shall be subrogated and entitled to the rights of the In-
sured Claimant in the Title and all other rights and remedies in respect
to the claim that the Insured Claimant has against any person or proper-
ty, to the extent of the amount of any loss, costs, attorneys' fees, and
expenses paid by the Company. If requested by the Company, the In-
sured Claimant shall execute documents to evidence the transfer to the
Company of these rights and remedies. The Insured Claimant shall
permit the Company to sue, compromise, or settle in the name ofthe In-
sured Claimant and to use the name of the Insured Claimant in any
transaction or litigation involving these rights and remedies.
If a payment on account of a claim does not fully cover the loss of
the Insured Claimant, the Company shall defer the exercise of its right
to recover until after the Insured Claimant shall have recovered its loss.
(b) The Company's right of subrogation includes the rights of the In-
sured to indemnities, guaranties, other policies of insurance, or bonds,
notwithstanding any terms or conditions contained in those instruments
that address subrogation rights.
14.ARBITRATION
Either the Company or the Insured may demand that the claim or
controversy shall be submitted to arbitration pursuant to the Title Insur-
ance Arbitration Rules of the American Land Title Association
( "Rules"). Except as provided in the Rules, there shall be nojoinder or
consolidation with claims or controversies of other persons. Arbitrable
matters may include, but are not limited to, any controversy or claim
between the Company and the Insured arising out of or relating to this
policy, any service in connection with its issuance or the breach of a
policy provision, or to any other controversy or claim arising out of the
transaction giving rise to this policy. All arbitrable matters when the
Amount of Insurance is $2,000,000 or less shall be arbitrated at the op-
tion of either the Company or the Insured. 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 Company and the Insured. Arbitration
pursuant to this policy and under the Rules shall be binding upon the
parties. Judgment upon the award rendered by the Arbitrator(s) may be
entered in any court of competent jurisdiction.
15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE
CONTRACT
(a) This policy together with all endorsements, if any, attached to it
by the Company is the entire policy and contract between the Insured
and the Company. In interpreting any provision of this policy, this poli-
cy shall be construed as a whole.
(b) Any claim of loss or damage that arises out of the status of the
Title or by any action asserting such claim shall be restricted to this pol-
icy.
(c) Any amendment of or endorsement to this policy must be in writ-
ing and authenticated by an authorized person, or expressly incorpo-
rated by Schedule A of this policy.
(d) Each endorsement to this policy issued at any time is made apart
of this policy and is subject to all of its terms and provisions. Except as
the endorsement expressly states, it does not (i) modify any of the terms
and provisions of the policy, (ii) modify any prior endorsement, (iii) ex-
tend the Date of Policy, or (iv) increase the Amount of Insurance.
16. SEVERABILITY
In the event any provision of this policy, in whole or in part, is held
invalid or unenforceable under applicable law, the policy shall be
deemed not to include that provision or such part held to be invalid, but
all other provisions shall remain in full force and effect.
17. CHOICE OF LAW; FORUM
(a) Choice of Law: The Insured acknowledges the Company has un-
derwritten the risks covered by this policy and determined the premium
charged therefor in reliance upon the law affecting interests in real
property and applicable to the interpretation, rights, remedies, or en-
forcement of policies of title insurance of the jurisdiction where the
Land is located.
Therefore, the court or an arbitrator shall apply the law of the juris-
diction where the Land is located to determine the validity of claims
against the Title that are adverse to the Insured and to interpret and en-
force the terms of this policy. In neither case shall the court or arbitrator
apply its conflicts of law principles to determine the applicable law.
(b) Choice of Forum: Any litigation or other proceeding brought by
the Insured against the Company must be filed only in a state or federal
court within the United States of America or its territories having ap-
propriate jurisdiction.
18. NOTICES, WHERE SENT
Any notice of claim and any other notice or statement in writing re-
quired to be given to the Company under this policy must be given to
the Company at Fidelity National Title Insurance Company, Attn:
Claims Department, P. O. Box 45023, Jacksonville, Florida 32232-
5023.
27306 (6/06) ALTA Owner's Policy (6/17/06)
Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA , MrAr
members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association
SCHEDULE B ALTA Owner's Policy (6/17/06)
(Continued)
File Number: A1198432 JG/LSD
Policy Number: 27306-84014398
12. Right -of -Way for N. Nola Road fomerly known as N. Locust Grove Rd.
13. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted to: Idaho -Oregon Light and Power Company
Purpose: Public Utilities
Recorded: March 13, 1909
Book 78 at Page 157
Instrument No.: 23304
(Note: The exact location and extent of said easement is not disclosed of record.)
14. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted to: Nampa & Meridian Irrigation District
Purpose: Perpetual easement and right of way for the construction, maintenance, operation, building and repair of a
drain ditch
Recorded: March 27, 1947
Book 20 at Page 177, Miscellaneous deeds
Instrument No.: 261241
(Note: The exact location and extent of said easement is not disclosed of record.)
15. All matters, and any rights, easements, interests or claims as disclosed by Record of Survey No. 3527 recorded April
29, 1996 as Instrument No. 96034918.
16. An easement for the purpose shown below and rights incidental thereto as set forth in a Easement Agreement.
Granted to: Pacific Coast Building Products, Inc.
Purpose: ingress and egress
Recorded: December 18, 2002
Instrument No.: 102152521
17. Terms, provisions, conditions, and, restrictions contained in Easement Agreement by and between Arthur J. Berry and
Kobe, LLC, an Idaho limited liability company.
Recorded: December 15, 2005
Instrument No: 105191298
ALTA Owners Policy
Schedule B (6117/06)
SCHEDULE B ALTA Owner's Policy (6/17/06)
(Continued)
File Number: A1198432 JG/LSD
Policy Number: 27306-84014398
18. Terms, conditions, easements and, obligations, if any, contained in License Agreement by and between Nampa &
Meridian Irrigation District and Arthur J. Berry, a married man dealing with his sole and separate property and Kobe,
LLC, an Idaho limited liability company.
Recorded: March 12, 2007
Instrument No: 107034592
19. All matters, and any rights, easements, interests or claims as disclosed by Record of Survey No. 8318 recorded May
28, 2008 as Instrument No. 108061792.
20. An easement for the purpose shown below and rights incidental thereto as set forth in Deed of Conservation Easement.
Granted to: City of Meridian
Purpose: Conservation
Recorded: December 22, 2008
Instrument No.: 108135169
21. The following matters, and any rights, easements, interest or claims which may exist by reson thereof, disclosed by an
ALTA/ACSM survey made by Civil Survey Consultants, Inc. in May of 2011, designated as Job No. 11018.
a. The location of the barbed wire fence along the entire boundary of the subject property.
(End of Schedule B)
ALTA Owners Policy
Schedule B (6/17/06)
51107449996
0
TitleOne
a title & escrow co.
Order Number: Al 198432 JG/LSD
Warranty Deed
For value received,
Arthur J. Berry, a married man as his sole & separate property and Kobe, LLC, an Idaho limited liability
company
the grantor, does hereby grant, bargain, sell, and convey unto
City of Meridian, an Idaho Municipal Corporation
whose current address is 33 East Broadway Avenue, Meridian, Idaho 83642
the grantee, the following described premises, in Ada County, Idaho, to wit:
A parcel located in the W'/z of the SW % of the SW'/4 of Section 8, Township 3 North, Range 1 East, Boise Meridian,
Ada County, Idaho, more particularly described as follows:
Commencing at a brass cap monument marking the southwesterly corner of said W'/z of the
SW % of the SW % from which a brass cap monument marking the northwesterly corner of the SW'/4 of said Section
8 bears N 0°26'11" E a distance of 2650.87 feet;
Thence N 0°26'11" E along the westerly boundary of said W'/2 of the SW'/4 of the SW'/4 a distance of 789.30 feet to
a point;
Thence leaving said westerly boundary S 89°33'49" E a distance of 48.00 feet to 5/8 inch diameter iron pin and the
POINT OF BEGINNING;
Thence S 44°33'57" E a distance of 35.40 feet to a 5/8 inch diameter iron pin on the northerly right-of-way of Lanark
Street;
Thence S 89033'53" E along said northerly right-of-way a distance of 551.65 feet to a 5/8 inch diameter iron pin on
the westerly right-of-way of Nola Road;
Thence leaving said northerly right-of-way and along said westerly right-of-way the following described courses:
Thence N 0°27'36" E a distance of 157.17 feet to a 5/8 inch diameter iron pin;
Thence a distance of 13.23 feet along the arc of a 18.00 foot radius curve left, said curve having a central angle of
42°06'06" and a long chord bearing N 20035'27" W a distance of 12.93 feet to a 5/8 inch diameter iron pin;
Thence a distance of 85.07 feet along the arc of a 44.00 foot radius curve right, said curve having a central angle of
110046'38" and a long chord bearing N 13044'50" E a distance of 72.43 feet to a 5/8 inch diameter iron pin;
Thence leaving said westerly right-of-way N 0027'36" E a distance of 213.66 feet to a 5/8 inch diameter iron pin on
the southerly right-of-way of the Union Pacific Railroad;
Thence N 88°30'08" W along said southerly right-of-way a distance of 588.97 feet to a 5/8 inch diameter iron pin on
the easterly right-of-way of Locust Grove Road,
Thence leaving said southerly right -way S 0°26'11" W along said easterly right-of-way a distance of 439.27 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 and defend the same from all lawful claims whatsoever. Whenever the
context so requires, the singu n ber includes the plural.
Dated: J
Artbf(J.�
Susan K. BerA Spouse of Arthur J. Berry
Kobe, LLG, by 4h6liin) fej liability company
BY:
Doug a
Member
State of Idaho )
ss:
County of Ada )
On this qday of June, 2011, before me, the undersigned a Notary Public in and for said
state personally appeared Arthur J. Berry and Susan K. Berry, known to me or proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that they executed the same.
IN,VOLTNESS.WHEREOF I have set my hand and official seal on the date shown above.
1
Notary Public
Commission Expires:
SCOTT DARLING
ESCROW OFFICER
RESIDING: EAGLE, ID
COMMISSION EXPIRES: 11-28-13
OT A R y •�
Pul3x- O10 00
.
J'T 0•••...••••�P�,'�,
TitleOne
a title -escrow co.
Order Number: Al 198432 JG/LSD
For value received,
ADA COUNTY RECORDER Christopher D. Rich AMOUNT 16.00 3
BOISE IDAHO 06/23/2011 02:31 PM
DEPUTY Vicki Allen
SimpR Electronic Recording IIIIIII VIII VIII VIII IIIIIII III VIII VIII IIIIIII III VIII IIII IIII
RECORDED -REQUEST OF
TITLEONE BOISE 111050851
Warranty Deed
Arthur J. Berry, a married man as his sole & separate property and Kobe, LLC, an Idaho limited liability
company
the grantor, does hereby grant, bargain, sell, and convey unto
City of Meridian, an Idaho Municipal Corporation
whose current address is 33 East Broadway Avenue, Meridian, Idaho 83642
the grantee, the following described premises, in Ada County, Idaho, to wit:
A parcel located in the W'Y2 of the SW'/ of the SW'/ of Section 8, Township 3 North, Range 1 East, Boise Meridian,
Ada County, Idaho, more particularly described as follows:
Commencing at a brass cap monument marking the southwesterly corner of said W %2 of the
SW % of the SW % from which a brass cap monument marking the northwesterly corner of the SW % of said Section
8 bears N 0°26'11" E a distance of 2650.87 feet;
Thence N 0°26'11" E along the westerly boundary of said W % of the SW % of the SW'/4 a distance of 789.30 feet to
a point;
Thence leaving said westerly boundary S 89°33'49" E a distance of 48.00 feet to 5/8 inch diameter iron pin and the
POINT OF BEGINNING;
Thence S 44°33'57" E a distance of 35.40 feet to a 5/8 inch diameter iron pin on the northerly right-of-way of Lanark
Street;
Thence S 89°33'53" E along said northerly right-of-way a distance of 551.65 feet to a 5/8 inch diameter iron pin on
the westerly right-of-way of Nola Road;
Thence leaving said northerly right-of-way and along said westerly right-of-way the following described courses
Thence N 0027'36" E a distance of 157.17 feet to a 5/8 inch diameter iron pin;
Thence a distance of 13.23 feet along the arc of a 18.00 foot radius curve left, said curve having a central angle of
42°06'06" and a long chord bearing N 20035'27" W a distance of 12.93 feet to a 5/8 inch diameter iron pin;
Thence a distance of 85.07 feet along the arc of a 44.00 foot radius curve right, said curve having a central angle of
110046'38" and a long chord bearing N 13044'50" E a distance of 72.43 feet to a 5/8 inch diameter iron pin;
Purchase and Sale Agreement
COLLIERS PARAGON, LLC
May t -t , �etl
Date May, 2011
` City of Meridian an Idaho Municipal Corporation, hereinafter called ("Buyer"), agrees to purchase and
All
Doug Tamura and ArthurBerrX, hereinafter called ("Seller"), agrees to sell the following described real estate,
A� �C hereinafter referred to as ("Premises.")
PREMISES ADDRESS AND LEGAL DESCRIPTION. The property commonly known as 1620
E. Franklin Road, City of Meridian, County of Ada, State of Idaho, legally described as Ada County
U Tax Assessors Parcel Number: S1108336013 and as set forth in the attached Exhibit A (subject to
Title Company's confirmation). 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 The failure to
have a full or complete legal description shall not render this Agreement void.
3. REPRESENTATION CONFIRMATION. Colliers Paragon. LLC is representing the Buyer in this
transaction.
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. [H] The broker working with the BUYER(S) is acting as an AGENT for the
BUYER(S).
B. [3 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. ❑ 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. 0 The broker working with the SELLER(S) is acting as a NONAGENT for the
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SELLER(S).
Each party signing this document confirms that he or she has received read and understood the
Agency Disclosure Brochure and has elected the relationship confirmed above. In addition, each
party confirms that the broker's 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 George Iliff, Designated Broker for Colliers Paragon
LLC.
;. EARNEST MONEY.
(i) Within five (5) business days of the execution of this Agreement, Buyer shall deposit Ten
Thousand Dollars and N0/100 ($10000:00 in the form of cash (the "Earnest Money
Deposit") as earnest money with Title One Company (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
refunded to Buyer pRIX 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. Total Purchase Price is Fight Hundred and Thirty Thousand Dollars and
N01100 ($830,000.00).
(i)$1o,000.00 Earnest Money Deposit
$820 0 0.00 Balance of the purchase price to be paid in cash at closing.
7. INCLUDED ITEMS. All easement rights, mineral rights, other appurtenances, water and water
rights appurtenant to or used on the Premises including, but not limited to, any right Seller may have
to receive natural flow and/or stored water delivered through any ditch, canal or water company's
facilities, or under entitlements held by a third party for use on the Premises, and all shares,
certificates, and other documents evidencing such water rights.
8. ADDITIONAL TERMS, CONDITIONS, AND CONTINGENCIES. Unless the parties
otherwise agree in a written addendum to this Agreement, the date upon which all conditions and
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contingencies must either be satisfied or waived shall be Ai tv (30) days from the execution date of
this Purchase and Sale Agreement (the "Satisfaction Date's, with the exception that such date may
be extended pursuant to the procedure set forth in the addendum to this agreement under the title
"Hazardous Substances."
8.1 BUYER CONDITIONS: The closing of this transaction is contingent upon satisfaction or
waiver by Buyer of the following conditions:
1: 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:
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.
2. Financing: N/A
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 with a reasonable opportunity to cure to Seller by the Satisfaction Date,
and the Earnest Money shall be returned to Buyer.
9; TITLE COMPANY/ESCROW AGENT. The parties agree that the TITLE COMPANY/Escrow
Agent as defined in Section 5 shall provide any required title policy and preliminary report or
commitment. Each party agrees to pay one-half of the Escrow Agent's fees.
10. TITLE INSURANCE. Seller shall provide and pay for a Purchaser's Standard Coverage Title
Policy insuring the Buyer for the amount of the purchase price. Extended coverage required X Yes
_ No. Additional premiums for extended coverage and any survey required by the Title Company
shall be paid by Buyer. 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 or within five (5) 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 seven business 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 tide insurance policy shall be
IcIM
delivered to the Buyer by the Title Company as soon as possible after closing.
11. 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 Five 5) days from the
Satisfaction Date.
12. DOCUMENTS TO BE DELIVERED AT CLOSING. On the date of Closing, Seller shall have
executed, or caused to be executed, and delivered to the Closing Agent the following documents, if
required by Buyer, in a form reasonably acceptable to Buyer and Seller:
(a) General Warranty Deed
(b) 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)
(c) Bill of Sale (if applicable)
(d) Other, such as Estoppels, SNDA's, Affidavits, Original Lease Documents, Etc. (if
applicable)
(e) Any other instruments or documents reasonably requested by Buyer
11 POSSESSION/PRORATION. Buyer shall be entitled to possession on the day of Closing. Taxes
and water assessments (using the last available assessment as a basis), rents, insurance premiums,
interest and reserves on obligations assumed and utilities shall be prorated as of Closing. Any tenant
deposits held by Seller shall be credited to Buyer at Closing.
14. ACCEPTANCE. Buyer has engaged in preliminary negotiations with Seller regarding the terms and
conditions to be contained in this Agreement and Buyer has presented this Agreement to Seller for
execution pursuant to the procedure set forth in Section 29 of this Agreement. Seller's execution of
this Agreement is subject to written revocation by Seller in the event that Buyer has not approved
the terms and conditions of this agreement and authorized the Mayor of the City of Meridian to
execute this agreement on or before 11 o'clock PM on the 17'h day of May, 2011.
15. DEFAULT. If Seller executes this Agreement gr and title to the Premises is marketable and insurable
in the conditions approved under Section 10 hereof and all Buyer's contingencies have been
removed or waived, and Buyer 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 Buyers 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
AGREEMENT. THE PARTIES 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
iE
HEREIN BEING EXPRESSLY WAIVED BY SELLER
In the event of a default by Seller, Buyer may, at its option, (i) terminate this Agreement upon
written notice to Seller and direct Escrow Holder to refund to Buyer all earnest money deposited by
Buyer hereunder, or (ii) pursue the remedy of specific performance.
In the event either party initiates or defends any legal action or proceeding connected with and not.
otherwise precluded by the terms of this Agreement, the prevailing pasty in any such action or
proceeding (m addition to any other relief which may be granted, whether legal or equitable), shall be
entitled to recover from the losing party in any such action or proceeding its reasonable costs and
attorney's fees (including, without limitation, its reasonable costs and attorney's fees on any appeal). All
such costs and attorney's fees shall be deemed to have accrued on commencement of any legal action or
proceeding and shall be enforceable whether or not, such legal action or proceeding is prosecuted to
judgment.
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 Party which is not the
prevailing party..
16. 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.
17. 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 (100/0) of
the Purchase Price or less, then Seller shall pay or assign the proceeds of the insurance to Buyer (and
pay to. Buyer the amount of any deductible in cash) at Closing and Seller and Buyer shall proceed
with Closing without adjustment to the Purchase Price. If such damage exceeds ten percent (10%)
of the Purchase Price, then this Agreement shall be voidable at the option of the Buyer by written
notice to Seller within ten (10) days of the date Buyer receives notice of such damage, however,
Buyer may elect to proceed with Closing without adjustment to the Purchase Price (either by written
notice of such election or by failure to timely send written notice of the voiding of this Agreement as
provided above) and Seller shall pay or assign the proceeds of the insurance to Buyer (and pay to
Buyer the amount of any deductible in cash) at Closing.
18. CONDEMNATION. Should any entity having the power of condemnation decide prior to Closing
to acquire any portion of, or interest in, the Premises with a value of ten percent (10%) or less of the
Purchase Price, Seller shall pay or assign the proceeds of the taking to Buyer at Closing and Seller
and Buyer shall proceed with Closing without adjustment to the Purchase Price. If such taking
-5-
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 days of such notice, give written notice to Seller of Buyer's election with respect thereto.
19. 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 8. Buyer does not agree to assume any other obligations
with respect to the Premises except for those obligations stated in Section 8. Seller shall maintain
the premises until the closing in its present condition, ordinary wear and tear excepted, subject to
the provisions of Sections 17 and 18 on casualty and condemnation.
20. 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.
21. ADDITIONAL PROVISIONS. Additional provisions of this Agreement are attached hereto by an
addendum consisting of 3 pages under the heading "Hazardous Substances."
22. COMMISSION. Pursuant to a separate agreement between Seller and Colliers Paragon, LLC.
23. 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 Purchasers)
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.
24. ESCROW INSTRUCTIONS. The Escrow Agent is instructed to, in a manner consistent with the
terms hereof receive and hold deposits and other funds; disburse such funds in accordance with
separate authorization signed by Buyer and Seller; prepare closing statements for execution by Buyer
and Seller; receive documents, secure their execution and acknowledgement, record them in the
proper sequence, deliver originals to the appropriate parties, and deliver copies of all documents
signed by either party to that party. 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:
25. LEGAL REPRESENTATION. The parties expressly acknowledge they have been represented by
-6-
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.
26, ENTIRE AGREEMENT.. This Agreement, including any addenda or exhibits, constitutes the
entire Agreement between the parties and no warranties, including any warranty of habitability,
Agreements or representations have been made or shall be binding upon either party unless herein
set forth.
27. SURVIVAL. All of the representations and warranties set forth in this Agreement shall constitute
continuing representations and warranties, shall be deemed to be true and correct as of the date of
closing of Buyer's purchase of the Subject Property from Seller, and shall (along with all
indemnification, defense and hold harmless obligations related thereto) survive the closing of Buyer's
purchase of the Subject Property from Seller.
28. CONFIDENTIALITY. The parties agree that the terms and conditions of this Agreement and
information regarding the Subject Property (hereinafter referred to as "Confidential Information's shall
be held in confidence except as mutually agreed by the parties in writing. Notwithstanding the
foregoing, Buyer may publicly disclose the fact that Buyer is under Agreement to purchase the Subject
Property and Buyer may disclose Confidential Information to its employees, advisors, or consultants as
necessary to complete the transaction contemplated by this Agreement. Until closing, Buyer shall make
reasonable efforts to hold the Confidential Information to be exempt from public disclosure pursuant
to applicable laws, unless required to do so by a court of competent jurisdiction. After closing, all
records relating to this transaction held by Buyer may be subject to public disclosure upon request by
the public., Except as provided above, neither party shall use for its own benefit or for the benefit of
others, or divulge to others, any information, knowledge, or data of a confidential or proprietary nature
or otherwise not readily available to members of the general public which concerns the business or
affairs of the other party and which was acquired during the term of this Agreement.
29. BINDING AGREEMENT, COUNCIL APPROVAL REQUIRED. This Agreement shall not be
binding or enforceable until both parties have executed an original (or a counterpart original) of this
Agreement and have delivered to each other an original (or a counterpart original) of this Agreement
fully executed by the delivering party. 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.
30. TIME IS OF THE ESSENCE IN THIS AGREEMENT.
-7-
THIS IS A LEGALLY BINDING AGREEMENT, PRIOR. TO SIGNING 'THIS
AGREEMENT, BUYER AND SELLER ARE ADVISED TO SEEK THE ADVICE OF
COMPETENT LEGAL COUNSEL. WRITTEN INFORMATION PROVIDED BY BROKER.
IS BELIEVED TO BE RELIABLE BUT 'INDEPENDENT VERIFICATION BY BUYER
SHOULD BE UNDER'T'AKEN.
Buyer tv of Meridian Seller:
n
By: Tammy de W erd f O1' By
Its: Mayor
ATT
Jaycee. HolrA
00
Address; 33 East Broadway Avenue Address:'
Meridian Idaho, 83642
Fax: Cl
Date:
Ay-
-8-
EXHIBIT A
LEGAL DESCRIPTION OF PREMISES
TO BE PROVIDED BY TITLE COMPANY
-9-
Addendum Attached Per Section 21
-10-
ADDENDUM PURSUANT TO SECTION 21 OF PURCHASE AND SALE
AGREEMENT
1. Hazardous Substances.
1.1 Definitions. The terms "hazardous substance," "release," and ` oval"
shall have the definition and meaning as set forth in Title 42 U.S. C. ' 9 0 (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).
1.2 Representations and Warranties. The Seller represents and warrants to,
and covenants with, the Buyer that:
1.2.1 the Real Property is not contaminated with any hazardous
substance,
1.2.2 the Seller has not caused and will not cause the release of any
hazardous substances on the Real Property,
1.2.3 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,
1.2.4 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,
1.2.5 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,
1.2.6 there is no asbestos on the Real Property,
1.2.7 there is no underground storage tank on the Real Property,
1.2.8 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,
1.2.9 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
1.2.10 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.
1.3 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 in Section 3 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.
1.4 Phase II Environmental Audit. If the Phase I environmental audit does
not indicate that the representations and warranties set forth in Section 3 are true and
correct, 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) require that additional audits ("Phase II") be
conducted on the Real Property at the sole cost of the Seller, and extend the date for
Closing for a period of time reasonably necessary to complete and analyze the Phase II
audit.
2
1.5 Holdback Amount for Environmental Audit. If the Phase II
environmental audit does not indicate that the representations and warranties set forth in
Section 3 are true and correct, 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) proceed to
close the transactions contemplated by this Agreement and implement the following
procedures:
1.5.1 the Buyer shall have the absolute right to withhold from the
Purchase Price an amount reasonably determined by the Buyer as necessary to hold the
Buyer harmless from any loss or liability arising from or related to the failure of the
"Phase I" or "Phase II" environmental audits to indicate that the representations and
warranties set forth in Section 3 are true and correct ("Environmental Holdback
Amount"),
1.5.2 the Buyer shall have the right to utilize all or any portion of the
Environmental Holdback Amount for such acts (including additional "Phase II" studies,
cleanup, removal, or remediation) as are reasonably necessary to ensure that the
representations and warranties set forth in Section 3 are true and correct,
1.5.3 the Purchase Price and the amount of the Purchase Price allocated
to the Real Property shall be reduced by that portion of the Environmental Holdback
Amount utilized by the Buyer,
1.5.4 the balance of the Environmental Holdback Amount, if any, shall
be disbursed to the Seller,
1.5.5 to the extent that the Environmental Holdback Amount is not
sufficient to ensure that the representations and warranties set forth in Section 3 are true
and correct, then the Buyer, in addition to any other rights, shall have the right to seek
indemnification or offset under the provisions of Section 6.1
1.6 Cooperation with Environmental Audit. The Seller shall cooperate
fully with the environmental audits referred to in this Agreement.
Meridian City Council
May 17, 2011
Page 44 of 54
De Weerd: Mr. Rountree.
Rountree: I move that we approve the budget amendment request for amount not to
exceed 540,000 dollars.
Bird: Second.
De Weerd: I have a motion and a second to approve this. Any discussion? Madam
Clerk.
Roll -Call: Bird, yea; Rountree, yea; Zaremba, yea; Hoaglun, yea.
De Weerd: All ayes. Motion carried.
MOTION CARRIED: ALL AYES.
E. Parks and Legal Departments Joint Report: Purchase and
Sale Agreement Between the City of Meridian and Arthur Berry
for the Purchase of Approximately 5.45 Acres of Bare Land for
a Not -to -Exceed Amount of $840,000.00
De Weerd: Okay. Steve.
Siddoway: Madam Mayor, the next item is the purchase and sale agreement, as
negotiated with Mr. Arthur Berry and his partner Doug Tamura. We were successful in
receiving original signatures and the deputy city clerk has that tonight available for
signature. If approved tonight we have a 30 day due diligence period built in to move
before closing and we are lined up with -- ready to perform that due diligence beginning
tomorrow and I will stand for any questions.
De Weerd: Council, any questions?
Rountree: I have none.
De Weerd: Okay.
Rountree: Madam Mayor?
De Weerd: Mr. Rountree.
Rountree: I move that we approve the purchase and sales agreement between City of
Meridian and Arthur Berry for the purchase of bare land and authorize the Mayor to sign
and the Clerk to attest.
Bird: Second.
Meridian City Council
May 17, 2011
Page 45 of 54
De Weerd: I have a motion and a second to approve this item. If there is no
discussion, Madam Clerk.
Roll -Call: Bird, yea; Rountree, yea; Zaremba, yea; Hoaglun, yea.
De Weerd: All ayes. Motion carried.
MOTION CARRIED: ALL AYES.
Siddoway: Thank you.
De Weerd: Thank you.
Zaremba: Madam Mayor?
De Weerd: Mr. Zaremba.
Zaremba: While Mr. Siddoway is still available, I understand that this evening he
attended the first basketball games in what was formerly the inline skate park in Heroes
and I just wondered how that went.
Siddoway: I was there tonight, Madam Mayor and Members of the Council. It was their
first night of having the PAL basketball program in the new basketball standards that we
installed over the last couple of months. It was fantastic. There was -- every one of the
six courts were in use. They had, you know, four games back to back lined up and the
park was full. So, it was fantastic to see. They pulled it off in short notice. I will report
that they did provide the 8,000 dollar check as promised to Council before we
proceeded with the construction and that's been applied to finance. So, it was nice to
see it kick off tonight.
Zaremba: Thank you.
F. Public Works Department: Budget Amendment for Inventory
Control Specialist
De Weerd: Okay. Next the item is under Public Works. Hi, Rich.
Dees: Madam Mayor, Members of the Council, good evening. I don't know if that will
stay there or not. There it is. It's just a bolt. That's all it is. I don't have the clicker
thing, so -- Anna? I don't have the clicker things on there, can you give me the -- ah.
no. There they are. Thank you.
Nary: You know, parks only had three slides, just so you know.
Dees: Thank you, Mr. Nary. I only have 110.
NAMPA & MERIDIAN IRRIGATION DISTRICT
1503 FIRST STREET SOUTH, NAMPA, ID 83651-4395 Assessment #
Assessment Number Report 890 A -
MailTo: CITY OF MERIDIAN
33 E BROADWAY AVE
MERIDIAN ID 83642-2619
Deeded 1: CITY OF MERIDIAN
Property Address: 1620 E FRANKLIN ROAD
MERIDIAN ID
Ada County Parcel #: S1108336013
Legal Description:
COM SW QTR COR SEC 8 3N IE, TH N 789.30
FT, TH E 48 FT TO RPB; TH S 44*34'E 35.40 FT, TH E 551.65 FT TO WEST
R -O -W NOLA ROAD, TH N 157.17 FT, TH N 20*35'W 12.93 FT, TH N 13*45'E
72.43 FT, TH N 0*28'E 213.66 FT, TH W
ALONG SOUTHERLY R -O -W UPRR 588.97 FT TO E R -O -W LOCUST GROVE ROAD, TH S 0*26'W 439.27 FT TO BEG
Status: Active
Actual Acres: 7.30 Tax Roll 2010
Roll: Tax _Roll
District Land: No
Assessment Expense:
0.00
Tax Group: Regular
Urban Irrigation:
District Drainage:
0.00
TCCA: No
Pending Segregation: No
Ridenbaugh Maintenance:
0.00
LID:
Pending Exclusion: No
Project Maintenance:
0.00
Bankruptcy: No
Tax Deed: No
Urban Irrigation:
0.00
Delinquent: No
Project Operation & Maintenance
Project O&M 2011:
0.00
Excess Delivery 2010:
0.00
Unpaid Receivables:
Description
Tax Penalty
Interest Fees/Costs Other
Total
(none)
TOTAL DUE 09 -Sep -2011
50.00
Paid Receivables:
Fees/
Till Date Pmt Amt Description
Tax
Penalty Interest Costs Other Total
Status
Extended Project O&M/Excess:
Description Tax
Water and Drainage Rights:
Ridenbaugh Miner's Inches: 5.28
Ridenbaugh Drainage Acres:
6.67 Ridenbaugh Acre Feet:
6.67
Ridenbaugh Acres: 6.67
Project Drainage Acres:
Project Acre Feet:
Project Miner's Inches:
Settlers Drainage Acres:
Arrowrock Acre Feet:
Project Acres:
New York Drainage Acres:
Water Delivery:
Delivery Agent
Lateral Tap
Rotate RMI RA PMI
PA
NMID
BARK 5060
No 5.28 6.67
Lateral Rider Name
Primary Phone
Secondary Phone
BARK Dan Sells
344-0905
Comments:
Prepared: 23 -Aug -2011 10:18 am sbu
Page I of 2
NAMPA & MERIDIAN IRRIGATION DISTRICT
1503 FIRST STREET SOUTH, NAMPA, ID 83651-4395
Assessment Number Report
Notice Mailed to:
History Log:
1. Segregated (13 -Jul -2011 03:57 PM sburnham)
Instrument #: 111050851
Segregation #: sburnham 1130 Description: 890- -, City of Meridian/Berry-Kobe/ZWJ - Sec 8 3N IE
Canceled:
Remaining -In: 890 --
New: 890A--, 8908 --
New Parcel
Assessment #
890 A - -
Prepared: 23 -Aug -2011 10:18 am sbu Page 2 of 2