Bottles Property Purchase Sale AgmtPurchase and Sale Agreement
COLLIER& PARAGON, LLC
DRAM'
r I
/qt
Date, �' ( 114ars1r.2012
1.. , City of Me&liatt_ an Idaho Mi nicilaal Corporation, hereinaftet called ("Buyer"), agrees to purchase,
and Mountain West <IRA Inc. FBO Marls K Bottles, hereinafter called ("Seller'), agrees to -sell the
following described real estate, hereinafter referred tows ("Premises.")
2. PREMISES ADDRESS ANIS LEGAL DESCRIPTION. The property commonly known as 17.57
total .acres, County of Ada, State of Idaho, identified as Ada CountXTax Assessors Parcel
Numbers_S1204346'615 S120434CS50, and 51204346715 and legally described as set forth in thc'
attached. -Exhibit A (subject to 'Tide Company's confirmat on). Buyer and Seller authorize; the
Escrow Agent (as such term is defined to 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 I below -and one (1) box in Sccdon 2 below to confirm that in this
transaction, the brokerage(s) involved badthe following relationship(&)' with the BUYER(S). and.
SELLER(S).
Section 1-
A. T1 The broker working with the BUYER(S) is acting as an AGENT for die
BUYER(S).
B. 0 The broker working with the BUYER(S) is scting;as, a LIMITED DUAL
AGENT for the BUYER(S)
C El The brokerage, working with the BUYER 'is acting as a LIMITED DUAL
AGENT for the BUYER(S),, and has an ASSIGNED AGENTacting solely on
behalf of the BOYER(S).
D. ❑ The broker working with the BUYER(S) is acting as a NONAGENT for the
BUYER(S).
Secdon2
A. ❑ T'he broker working with;the SELLER(S) is acting as an AGENT for the
SELLER(S),
IB: ❑ The broker working with die SELLERS) is acting as, a LIMITED DUAL
AGENT for the SELLER(S).
C. El The brokerage worciag with the'SELLER(S) is acting as a LIMITED DUAL.
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AGENT for the SELLER(S), and has an ASSIGNED AGENT acting solely on
behalf of the SELLER(S)
D. O The Broker working with the SELLER(S) is acting as a NONAGENT for the
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 BROILER.
The Responsible Broker in this transaction is George Iliff, Designated Broker for Colliers Paragon
LLC.
5. EARNEST MONEY
(i) Within five (5) businessdays of the execution of this, Agreement, Buyer shall deposit Ten
Thousand Dollats and, NO/100 (S1.0 0000. 0) in the form of cash (the "Earnest Money,
Deposit") as earnest money with ,fYr-4!t ApAyr16Nh (the "Title
Company and/or "EsctowAgene, 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
perforin, 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 o* 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 of satisfied, or the sale fails'to close, by reason of a
breach by Buyer,TheEarnest 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 iand shall be held in trust in accordance with the tercet and
conditions of this Agreement,
5. PRICE/TERMS. TotalPutchasePrice is Two Hundred Sixty ThteeThousand-Five Hundred
and Fifty Dollars aiidNO/100ths($2%3.550m):
(i) $10,060.00 Earnest Money Deposit
(ii) $231550.00 Balance of the purchase Brice to be paid in cash at closing:
INCLUDED ITEMS. All easonent rights, minerat rights, other appurtenances, water and water
fights 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, of under entitlements held by a third party for use on the Premises, and all shares,
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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
contingencies must either be satisfied or waived shall be thLiLy (LO) days from the execution date of
this Purchase and Sale Agreement (the "Satisfaction Date"), 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:
i. All matters relating to title together with all governmental and other legal
requirements such as taxes, assessments, zoning, environmental studies, use permit
requirements and codes.
ii. Buyer shall further be granted access to inspect the physical condition of the Premises
and all matters relating to the internal and external maintenance of any improvements
of the structures and/or grounds related to the Premises.
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 he returned to Buyer.
9. TITLE COMPANY/ESCROW AGENT. The parties agree that the'lTILE COMPANY/Escrow
Agent as defined in Section 5 shall provide any required tide 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 tide, Seller
shall have a reasonable time, not to exceed seven Q 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)
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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 Ielects to terminate this Agreement as provided herein, the Buyer shall be entitled to
the return of all refundable deposits made by Buyer. The final titleinsurance policy shall be
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 othatAvise
directed by the patties) 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 he executed, and delivered. to the Closing Agent the following documents, if
Required by Buyet in a formreasonably acceptable to Buyer and $eller;
(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)
(e) Bill of $ale, (if applicable)
(d) Other; such as Estoppels, SNDA's,-Affidavits; Original Lease: Documents, Etc. (if
applicable)
(e) Any other instrutnents.or documents reasonably requested by Buyer
13. POSSESSION/PRORATION. Buyer --shall be be entitled to possession on the day of Closing. Taxes
and water assessments (using the last available assessment as a basis), lents, insurance premiums,
interest and reserves on obligations assumed and utilities shall be prorated as of Closing. Any tenant.
deposits held by Seller shall he credited to Buyer at Closing.
14. ACCEPTANCE. Buyer's offer is made subject to tlte_a ceptan: -e of Seller on or before 5:00 o'eloelc
PM MST on Fiid'a 2012.
Nor' 141 a0)
15. DEFAULT. If Seller executes this Agreement and title to the Premises is marketable and insurable
in .the conditions. approved under Section 10 hereof and AIL Buyers contingencies have been
removed or waived, and Buyer or refuses -to comply with the terms of or :airy condition of sale by
the date on wlueli such term or condition is to be compl edwith, then the Earnest Money Deposit
shall be forfeited to. Seller and Buyer's interest in the Premises shall be iinmediatelyterminated. The
Parties declare it to be their intent that the..payMctit of the earnest money deposited. by Buyer shall
be Seller's sole and exclusive remedy as liquidated damages. SELLERAND BUYERAGREE THAT
IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FA 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 11IIS AGREEMENT, SELLER SHALT, BE EN`11Tt.M TO RECEIVE
AND RETAIN AS FULLY AGREED: LIQUIDATED DAMAGES THE ENTIRE P.ARNPST
MONEY DEPOSIT IIELD BY ESCROW HOLDER HEREUNDER, ALL OTHER REINMDIES
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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 Bolder to refund to Buyer all earnest money deposited by
Buyer hereunder, or (n) pursue the remedy of specific performance.
In the event of default by either of the parties in their performance of the terms or conditions of this
Agreement, the defaulting party agrees to pay all attorney fees and costs incurred by the non -
defaulting party and in the event of suit the prevailing party shall be entitled to its reasonable
attorney fees and costs.
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 allliens, 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 dosing and such damage is ten percent (10%) of
the Purchase Price or less, then Seller shall pay or assign the proceeds of the insurance to Buyer (and
pay, to Buyer the amount of any deductible in cash) at Closing and Seller and Buyer shall proceed
with Closing without adjustment to the Purchase Price. If such damage exceeds ten percent (101/0)
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 (101/6) or less of the
Purchase Price, Seller shall pay or assign the proceeds of the taking to Buyer at Closing and Seller
and Buyer shall proceed with Closing without adjustment to the Purchase Price. If such taking
exceeds ten percent (109/6) 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
0
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 condernnation 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 teat 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 -
ENVIRONMENTAL ADDENDUM: Additional provisions of this Agreement are attached hereto
by an addendum consisting of 3 pages under the heading "Hazardous Substances" Identified as
Exhibit "B" and incorporated herein by this reference,
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 Purchaser(s)
and the Seller(s). The undersigned each understand that as agents for both Purchaser and Seller, the
brokerage(s) will be limited dual agents and negotiations, terms or factors motivating the Purchaser
to buy or the Seller to sell without specific written permission of the disclosing party. 'The specific
duties, obligations and limitations of a limited dual agent are contained in the Agency Disclosure
Brochure as required by Section 54, 2063, Idaho Code. The undersigned each understand that a
limited dual agent does not have a duty of undivided loyalty to either client.
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
counsel of their own choice in connection with this Agreement and have discussed the terms of this
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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 dosing of Buyers
purchase of the Subject Property from Seller.
28. CONFIDENI'iALITY. 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, adidsors, 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 tern 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 patty. 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" o£ this Agreement.
30. TIME IS OF THE ESSENCE IN THIS AGREEMENT.
THIS IS A LEGALLY BINDING AGREEMENT. PRIOR TO SIGNING THIS
AGREEMENT, BUYER AND SELLER ARE ADVISED TO SEEK THE ADVICE OF
COMPETENTLEGAL COUNSEL. WRITTEN INFORMATION PROVIDED BY BROI ER
IS BELIEVED TO BE RELIABLE BUT INDEPENDENT VERIFICATION BY BUYER
SHOULD BE UNDERTAKEN.
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Buyer City of Meidiatn
seller:
By: Tammy de . ' erd By:
Its: Mayor
SERI:
Add'tess: 33 Last Broadway Avenue
Wridian Idaho, 83642
Telephone 2455 Telephone:
Fax: Fax:
Date: L WYA 10. 2_ol2 Date:
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Mountain West IRA Inc. FBO Mffrk
K. )3otdes.
atlt_ T{. Bo es
Owner
EXHIBIT A
LEGALDESCRIPTION OF PREMISES
ID4 IDIT A
PARCEL D AMENOEO;
A FARCELOFLANb LOCATED TN TTEE SOUTIEACT QUARTER OPTTIE SOURRVESTQUARTER Qf
3ECt10N 4, TOIVHSTRP 9 MORTN, RANGE 1 NEST, BOISE MERIDIAN, ADA COUNTY, IDAHO,
MORE PARTICULARLY DESCRIBED AS FOLLOW...
COMMF.NCINc AT. THE QUARTER SECTION CORNER COMMON TO "SECTIONS 4 AND 9 OF SAID
TOWNSHIP 3 NORM, RANGE 1 WEST; THENCE
NORTH &9°4709° WEST, 60.40 FEET (FORMERLY DESCRIBED AS NORTH 59037'20` WEST) ON
1HC50URON LINE COVVIDH TO SAID SECTIONS 4 AND 9; THENCE LEAVING SAID SCCM14
LINF,
NORTH 00'2814" FA5, 1271.87 FEET (FORMFRLYDESCRIB€D AS NORTH 0028'30• EAST,
1271.98 FEES ON THE WESTERLY BOUNDARY LINE Of THAT PARCEL Of LAND DESCRIBED IN
'WARRANTY DEED INSNCUMOUNUMOER. 4:1954 OF ADA COUNTY RECORDS To A FOUND
HALF-INCH RERAN ON THE NORTHERLY SIDE OF THFTEN TALE DRAIN DITCH; THENCE
REVFRSINODUIECHOH,
SOUTH 00430'14" WEST, 216.59 FLET (FORMERLY DESCRIBED AS So" 002830' WEST) ON.
THE WE5TERLY BOUNDARY LINF. OP SAID TYARRANYY DEED PARCEL TO -DIE REAL POINT OF
BEGINNING; THENCE CONTINUING
SOUTH DD020'14" WEST, 270.84 FEET (FORMERLY bESCRISED AS SOUTH 0029'30" WEST] ON
THE WESTERLY BOMWAY UNe OF %VO %VARRANTY DEEP PARCEL;IIIENCE
NORTH 86aWir WEST, 405.32 FYFT; TWNOR
NORTH O2°OZON' W'ES, 271.63 FEET; THENCE
SCU71188°50'12' EAST, 416.58 FELTTO TNC RFALPOINY OF BEGINNING
PARCEL C:
A PARCEL OF LAND DOING PARCEL E AS SHOWN ON RECORD-OFSURVCY NO. 8311 OF ADA
COUNTY Mows, EOCATOD BN TIIESOUT1iEAS"T QUARTER OFTHE SOUTHWESFgUARTER
OFSEGIION 4,'IO'M(SNIP 3 NORTH, RARGE 1 WEST, BOISE MERIDIAN, ADA COUNTY, IDAHO,
MORE PARTICULARLY DESCRIBED AS POLLOWS:
COMMENCINO AMC QUARM SE:CFNON CORNER COMMOtl-110 WCTIONS 4 AND 9 OF SATO
TOWNSHIP 3 NORTH, RANGE I IVEST; THENCE
NORTH 8$°4707' WEST, 23444 FEET (PDRMCRLY DESLWO'O AS NORTH 89°772(" WES0
ON THE 5=, UN LIN14 COMhRx( TO SAID MaONS 4 AND 9 TO THE PAST 11I§M SECTION
CORNER COHMONTO 9ATDSECTIONS 4 AILD 9, SAID POINT BCINQ THE REAL POINT OF
HEGINNING;
"THENCE LEAVING SAID SECTION LINE, NORTH DOM9'25" W T. 1321.67 fFEY (FORMERLY
MCRIPBP A$ HURT" 00°1 WVVEE, 1321.5 HWO ON THE NORTH -SOUTH 1716TH
SECTION LINE DF THE SOUIHWES'FQUARTER OF5ATD SECTION 4 TO THE SOUTHWEST
1116TH SECTION CORNER OFSAIO SECTION 4; THENCE
SOUTE 0904938" FAST, 234.08 FEET (FORMERLY DESCRIBED AS SOUTH 69040' EASQ ON THE
EAST -WEST 1 f ]GTH SECTION LINE OFSAID SOUTHWOST QUARTER OF5ECTION 4; THENCE
SOUTH OrIJV09`EAST, 517.95 FEET; TIHCNCE
SOL" B6050'12" PAS, 74,16 FEET; THENCE
SOUIII 00'1925" \VEST, 801.47 FEET; THENCE
NORTH W47CW WESTMA7 FEET (FORMERLY OESCTTIUED AS NORTH 87372W WEST] TO
THE REAL POINT OF BEGINNING.
[Text Continued]
S�
EYiHlsrr A
LEGALDFSCRIPTION OFPREMISF.,S
CONTINUED
PARCEL F:
A PARCEL OF LAND RBNG PARCEL FAS SIIOYVN ON NECORO-OFSMMKO. EM OFADA
ODUNTY RECORDS, LOCATED IN THE SOUTHEAST QUARTER OFTIESbUYHWESF QUARTER
OF SECTION 4, TOAA'NRIIP 3 NORTH, RANGE 1 WM- , 001S5 146RIOL40, ADR OUNN, IDAHO,
MORE PAIGICLRARLY DESCRIBED AS FOUOWs:
0 HFIERCING AT THF. QUARTERSFLTLON CORNER COMMON TO SECTIONS 4 ANO 9 OF SAID
TUWNSHIP 3 NORTH, RANGE I VM -P WNCE
NORTH 69047'09"WE9T 663.40 FEET(FORMERLY DESCRIOUD AS NORM 09 NW -WE. ON
THE SECTION LINEM1414ON TO SAID SECTt0N54 AND 9 TO TM REAL POINT OF RE6IN NG;
THENCE CONTINUING
NORTH 89°47%9" VlES7', 330.57 FEET (FO"le LY DWRIOEO AS NORTH ODR37W W'FSr
330.45 FEET) ON THE SECTION UNE, COMMON TO SAID EECTION5 4 AND 9, THENCE LEAVING
SAID S=ON UNE,
NORTH 00°19'lV EAST 007.47 FEET) THENCE
SOUTH 069WIr EAST, 331.16 FFETTO A POINTON TFIE V/E51MY BOUNDARY LINU OF
7HAr PARCELOP LANDO CRn3EQIN WARRANTY DEEDMMUMENT NO. 451361 OFAiA1
COUNTY RECORDS; THENCC
9OLTM 00°20'14" V76SY, 784.44 MT (FORMW Y DBE996D AS EWFfl 00°20'30" WEST) DN
SAID WESTERLY BOUNDARY UNE YO THE REAL POINTOF REGIN"IffG.
APY: 512043460S0 (Para4 D), S120434OG15 (Nrcei E) aro? 51204346715 (Fb, 4r)
Commonly "n es. 0800 WA Cheery Ln, 11000 N, Ch3Rman Lry FW_Man, ID 83642
[End of Text]
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EXHIBIT B
ADDENDUM PURSUANT TO SECTION 21 Or PURCHASE AND SALE AGREEMENT
HAZARDOUS SUBSTANCES.
Definitions. The terms "hazardous substance," "release," and
"removal" shall have the definition and meaning as set forth in Title 42 U.S.
C. 1 9601 (or the corresponding provision of any future law); provided,
however that the term "hazardous substance" shall Include "hazardous
waste" as defined in Title 42 U.S.C. r 6903 (or the corresponding provision
of any future law) and "petroleum" as defined in Title 42 U.S.C. 1 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. 1, 9601, et seq. (or the corresponding
provision of any future law) and any similar statute, ordinance, rule or
regulation of any state or local legislature, agency or body. The term
"underground storage tank" shall have the definition and meaning as set
forth in Title 42 U.S.C. , 6991 (or the corresponding provision of any future
law).
Representations and Warranties. The Seller represents and warrants to,
and covenants with, the Buyer that.
To the best of the Seller's knowledge the Real Property is not contaminated with any
hazardous substance,
To the best of the Seller's knowledge the Seller has not caused and will not cause the
release of any hazardous substances on the Real Property,
T o the best of the Seller's knowledge, there has never occurred a release of
hazardous substances on the Real Property,
To the best of the Seller's knowledge 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,
To the best of the Seller's knowledge no other real property owned or controlled by the
Seller or in which the Seller has any legal, equitable, or other interest is subject to any pending,
threatened, or 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,
To the best of the Seller's knowledge there is no asbestos on the Real Property,
To the best of the Seller's knowledge there is no underground storage tank on the Real
Property,
To the best of the Seller's knowledge, by acquiring the Real Property, the Buyer will not
incur or be subject to any "superfund" liability for the cleanup, removal, or remediation of any
hazardous substance from the Real Property,
To the best of the Seller's knowledge, by acquiring the Real Property, the Buyer will not
incur or be subject to any liability, cost, or expense for the removal of any asbestos or underground
storage tank from the Real Property, and
To the best of the Seller's knowledge the Real Property and the uses conducted on the
Real Property are in compliance with all applicable environmental laws, codes, and regulations,
including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended.
Phase I Environmental Audit. The obligations of the Buyer under this
Agreement are, at Buyer's option, subject to the Buyer obtaining, at the
Buyer's sole cost, a "Phase I" environmental audit and liability assessment
indicating that the representations and warranties set forth in this
Addendum are true and correct The Phase I audit shall include, without
limitation, the following elements:
(a) recorded chain of title documents (going back 50 years) regarding the property,
including all deeds, easements, leases, restrictions and covenants.
(b) a review of historical and aerial photographs to uncover prior problems or uses
that may now be concealed.
(c) a review of federal, state, and local records which report incidents or activities
which are likely to cause or contribute to a release or threatened release of hazardous substances,
including landfill and other disposal records, underground storage tank records, hazardous waste handler
and generator records, and spill reporting records.
(d) interviews with past and present owners, employees, and neighbors.
(e) a visual site inspection of the Real Property and all facilities and improvements on
the Real Property and a visual inspection of immediately adjacent properties from the Real Property to
check for the presence of hazardous substances, underground storage tanks, PCBs' and asbestos,
including an investigation of any chemical use, storage, treatment and disposal practices on the Real
Property and adjacent property.
Phase 11 Environmental Audit. If the Phase I environmental audit does
not indicate that the representations and warranties set forth in this
Addendum 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 Il") be
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conducted on the Real Property at the sole cost of the Buyer, and extend
the date for Closing for a period of time reasonably necessary to complete
and analyze the Phase Il audit.
If the Phase II environmental audit does not indicate that the
representations and warranties set forth in this Addendum are true and
correct, then the Buyer, in addition to any other remedy and without any
waiver of rights, shall have the right to terminate the Buyer's obligations to
close the transactions contemplated by this Agreement.
Cooperation with Environmental Audit. The Seller shall cooperate fully
with the environmental audits referred to in this Agreement.
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