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Warranty Deed Centennial Park Exchange - ZWJ Properties LLCFirst American Title Company of Idaho National Commercial Services 7311 Potomac Drive Boise, ID 83704 August 30, 2006 Ted Baird, City of Meridian 33 East Idaho Avenue Meridian, ID 83642 Title Officer: May Lin Carlsen Phone: (208)375-0700 Order Number: NCS-222811-BOI Escrow Officer: Ruth M. Rubel Phone: (208)375-0700 Buyer: City of Meridian Property: 27 E. Broadway Avenue, Meridian, ID Attached please find the following item(s): A Policy of Title Insurance and two original Waranty Deeds Thank You for your confidence and support. We at First American Title Insurance Company maintain the fundamental principle: Customer First. First American Title Company of Idaho National Commercial Services Form No. 1402.92 (10/17/92) ALTA Owner's Policy Order Number: NCS-222811-BOI Page Number: 1 Policy of Title Insurance ISSUED BY First American Title Insurance Company SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a CA corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insured by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the title; 3. Unmarketability of the title; 4. Lack of a right of access to and from the land. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title, as insured, but only to the extent provided in the Conditions and Stipulations. Frst.Ar mican Title Insurance Company I'Z WSICVQT t3Y T7EST First American Title Company of Idaho National Commercial Services Form No. 1402.92 (10/17/92) - ALTA Owner's Policy SCHEDULE A Premium: $9,255.00 Amount of Insurance: $2,500,000.00 Date of Policy: August 10, 2006 at 4:22 p.m. Name of insured: City of Meridian, a municipal corporation Order Number: NCS-222811-BOI Page Number: 2 Policy Number: NCS-222811-BOI 2. The estate or interest in the land which is covered by this policy is: Fee Simple 3. Title to the estate or interest in the land is vested in: City of Meridian, a municipal corporation 4. The land referred to in this policy is described as follows: Real property in the City of Meridian, County of Ada, State of Idaho, described as follows: Parcel I: Lots 1 through 9 in Block 1 of the Townsite of Meridian, according to the Amended plat thereof, filed in Book 2 of Plats at Page 61, Records of Ada County, Idaho. Also including: A parcel being part of the alley adjacent to Lots 1 through 9 and Lots 22 through 30 of the Amended Plat of Block No. 1 of the Townsite of Meridian, as shown in Book 2 of Plats at Page 61, in the office of the Recorder, Ada County, Idaho, and being located in the Southwest Quarter of Section 7, of Township 3 North, Range 1 East, Boise Meridian, Ada County, Idaho, as evidenced by Vacation and Abandonment, recorded June 1, 2006, as Instrument No. 106086913, and more particularly described as follows: Commencing at a brass cap monument marking the Northwest corner of said Southwest Quarter (1/4 corner), from which a brass cap monument marking the Southwest corner of said Southwest Quarter (section corner), bears South 0017'15" West a distance of 2652.58 feet; thence South 0017'15" West along the Westerly boundary of said Southwest Quarter a distance of 866.45 feet to a point; thence leaving said Westerly boundary South 89048'49" East a distance of 40.00 feet to the Northwest corner of said Lot 1 of the Amended Plat of Block No. 1 of the Townsite of Meridian and the POINT OF BEGINNING; thence North 0017'15" East along the Easterly right of way of N. Meridian Road a distance of 16.00 feet to a point marking the Southwest corner of said Lot 30; thence South 89048'49" East along the Southerly boundary of said Lot 22 through 30 a distance fo 266.13 feet to a point marking the Southeast corner of said Lot 22; thence South 0017'15" West a distance of 16.00 feet to a point marking the Northeast corner of said Lot 9; thence North 89048'49" West along the Northerly boundary of said Lots 1 through 9 a distance of First American Title Company of Idaho National Commercial Services Form No. 1402.92 (10/17/92) Order Number: NCS-222811-BOI ALTA Owner's Policy Page Number: 3 266.13 feet to the POINT OF BEGINNING. Parcel II: Lots 22 through 30 in Block 1 of the Townsite of Meridian, according to the Amended plat thereof, filed in Book 2 of Plats at Page 61, Records of Ada County, Idaho. Parcel III: That portion of the now vacated Railroad Avenue, lying between Lots 1 through 9 and the North line of the railroad right of way, according to the Amended plat in Block 1 of the Townsite of Meridian, filed in Book 2 of Plats at Page 61, Records of Ada County, Idaho. Parcel IV: Together with those easement rights as set forth in Easement Agreements, recorded July 26, 1979, as Instrument No.'s 7941053 and 7941054, Records of Ada County, Idaho. APN: R-5672-00-0006 First American Title Company of Idaho National Commercial Services Form No. 1402.92 (10/17/92) ALTA Owner's Policy SCHEDULE B EXCEPTIONS FROM COVERAGE Order Number: NCS-222811-BOI Page Number: 4 This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. General and Special Taxes for the year 2006, an accruing lien not due or payable until the fourth Monday in November 2006 when the bills are issued, the first half of which is not delinquent until after December 20, 2006. 2. Liens, levies and assessments by City of Meridian. 3. Liens, levies and assessments by Nampa -Meridian Irrigation District. 4. Easements, reservations, restrictions and dedications as shown on the plat of said Subdivision. 5. Restrictions appearing in Warranty Deeds recorded in Book 46 of Deeds at Page 253, and in Book 68 of Deeds at Page 118, Records of Ada County, Idaho. 6. Easement, including terms and provisions contained therein: Recording Information: 324109 In Favor of: The Mountain States Telephone and Telegraph Co. For: communication lines Easement Agreement upon the terms, conditions and provisions contained therein: Dated: July 12, 1979 and June 28, 1979 Parties: Ada County Highway District and Wyeth Laboratories, Inc. Recorded: July 26, 1979 Instrument No.: 7941053 and 7941054 8. The effect of a map purporting to show the land and other property, filed Survey No. 7052, Instrument No. 105140701 of Record of Surveys. 9. The terms and provisions contained in the document entitled "Agreement" recorded November 4, 2005 as 105167782 of Official Records. Clarification document recorded July 21, 2006, as Instrument No. 106116649, Records of Ada County, Idaho. 10. Unrecorded Leaseholds, if any, rights of parties in possession other than the vestees herein, rights of chattel mortgages, vendors and vendees under conditional sales contracts of personal property installed on the premises herein, and rights of tenants to remove trade fixtures. 11. Retention of easements as evidenced by Vacation and Abandonment, recorded June 1, 2006, as Instrument No. 106086913, Records of Ada County, Idaho. First American Title Company of Idaho National Commercial Services Form No. 1402.92 (10/17/92) ALTA Owner's Policy Order Number: NCS-222811-BOI Page Number: 5 12. Terms and conditions contained in Vacation and Abandonment, recorded June 1, 2006, as Instrument No. 106086913, Records of Ada County, Idaho. 13. Matters as shown on ALTA Survey, dated June 6, 2006, and revised June 29, 2006 prepared by Land Solutions Land Surveying and Consulting, of which are as follows: Any effect of the buildings lying outside the boundary line on the Northerly and Westerly boundaries. Any effect of unrecorded easements for gas, water and storm drain purposes. Any effect of a drain ditch running along the Southerly boundary of Lots 1-9. Any effect of a loading dock and parking being located on Lot 22. The map attached, if any, may or may not be a survey of the land depicted hereon. First American Title Insurance Company expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached. First American Title Company of Idaho National Commercial Services Form No. 1402.92 (10/17/92) Order Number: NCS-222811-BOI ALTA Owner's Policy Page Number: 6 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 which arise by reason of: 1.(a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 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; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting in the Insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (i) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. CONDITIONS AND STIPULATIONS 1. DEFINITION OF TERMS. The following terms when used in this policy mean: (a) "insured": the insured named in Schedule A, and, subject to any rights or defenses the Company would have had against the named insured, those who succeed to the interest of the named insured by operation of law as distinguished from purchase including, but not limited to, heirs, distributees, devisees, survivors, personal representatives, next of kin, or corporate or fiduciary successors. (b) "insured claimant": an insured claiming loss or damage. (c) "knowledge" or "known": actual knowledge, not constructive knowledge or notice which may be imputed to an insured by reason of any public records as defined in this policy or any other records which impart constructive notice of matters affecting the land. (d) "land": the land described or referred to in Schedule (A), and improvements affixed thereto which by law constitute real property. The term "land" does not include any property beyond the lines of the area described or referred to in Schedule (A), nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing herein shall modify or limit the extent to which a right of access to and from the land is insured by this policy. (e) "mortgage": mortgage, deed of trust, trust deed, or other security instrument. (f) "public records": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge. With respect to Section 1(a)(iv) of the Exclusions from Coverage, "public records" shall also include environmental protection liens filed in the records of the clerk of the United States district court for the district in which the land is located. (g) "unmarketability of the title": an alleged or apparent matter affecting the title to the land, not excluded or excepted from coverage, which would entitle a purchaser of the estate or interest described in Schedule A to be released from the obligation to purchase by virtue of a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE. The coverage of this policy shall continue in force as of Date of Policy in favor of an insured only so long as the insured retains an estate or interest in the land, or holds an indebtedness 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 covenants of warranty made by the insured in any transfer or conveyance of the estate or interest. This policy shall not continue in force in favor of any purchaser from the insured of either (i) an estate or interest in the land, or (ii) an indebtedness secured by a purchase money mortgage given to an 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 4(a) below, (ii) in case knowledge shall come to an insured hereunder of any claim of title or interest which is adverse to the title to the estate or interest, as insured, and which might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if title to the estate or interest, an insured, is rejected as unmarketable. If prompt notice shall not be given to the Company, then as to the insured all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. 4. DEFENSE AND PROSECUTION OF ACTIONS; DUTY OF INSURED CLAIMANT TO COOPERATE. First American Title Company of Idaho National Commercial Services r Form No. 1402.92 (10/17/92) Order Number: NCS-222811-BOI • ALTA Owner's Policy Page Number: 7 (a) Upon written request by the insured and subject to the options contained in Section 6 of these Conditions and Stipulations, 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 adverse to the title or interest as insured but only as to those stated causes of action alleging a defect, lien or encumbrance or other matter 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 and 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 an insured in the defense of those causes of action which allege matters not insured against by this policy. (b) The Company shall have the right, at its own cost, to institute and prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest, as insured, or to prevent or reduce loss or damage to an insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable hereunder, and shall not thereby concede liability or waive any provision of this policy. If the Company shall exercise its rights under this paragraph, it shall do so diligently. (c) Whenever the Company shall have brought an action or interposed a defense as required or permitted by the provisions of this policy, the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. (d)In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding, the insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, and all appeals therein, and permit the Company 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 any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act which in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest 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 cooperation. S. PROOF OF LOSS OR DAMAGE. In addition to and after the notices required under Section 3 of these Conditions and Stipulations have been provided the Company, a proof of loss or damage signed and swom to by the insured claimant shall be furnished to the Company within 90 days after the insured claimant shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the title, or other matter insured against by this policy which 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. If the Company is prejudiced by the failure of the insured claimant to provide the required proof of loss or damage, 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 proof of loss or damage. In addition, the insured claimant may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Policy, which 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 records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which reasonably pertain to the loss or damage. All information designated 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 administration of the claim. Failure of the insured claimant to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this paragraph shall terminate any liability of the Company under this policy as to that claim. 6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY. In case of a claim under this policy, the Company shall have the following 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, which were authorized by the Company, up to the time of payment or tender of payment and which the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations to insured under this policy, other than to make the payment required, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, and the policy shall be surrendered to the Company for cancellation. (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 parries for or in the name of an insured claimant any claim insured against under this policy, together with any costs, attomeys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which 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, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in paragraphs (b) (i) or (ii), the Company's obligations to the insured 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. 7. DETERMINATION, EXTENT OF LIABILITY AND COINSURANCE. This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the insured claimant who has suffered loss or damage by reason of matters insured against by this policy and only to the extent herein described. (a) The liability of the Company under this policy shall not exceed the least of: (i) the Amount of Insurance stated in Schedule A; or, (ii) the difference between the value of the insured estate or interest as insured and the value of the insured estate or interest subject to the defect, lien or encumbrance insured against by this policy. (b) In the event the Amount of Insurance stated in Schedule A at the Date of Policy is less than 80 percent of the value of the insured estate or interest or the full consideration paid for the land, whichever is less, or if subsequent to the Date of Policy an improvement is erected on the land which increases the value of the insured estate or interest by at least 20 percent over the Amount of Insurance stated in Schedule A, then this Policy is subject to the following: (i) where no subsequent improvement has been made, as to any partial loss, the Company shall only pay the loss pro rata in the proportion that the amount of insurance at Date of Policy bears to the total value of the insured estate or interest at Date of Policy; or (ii) where a subsequent improvement has been made, as to any partial loss, the Company shall only pay the loss pro rata in the proportion that 120 percent of the Amount of Insurance stated in Schedule A bears to the sum of the Amount of Insurance stated in Schedule A and the amount expended for the improvement. The provisions of this paragraph shall not apply to costs, attorneys' fees and expenses for which the Company is liable under this policy, and shall only apply to that portion of any loss which exceeds, in the aggregate, 10 percent of the Amount of Insurance stated in Schedule A. (c) The Company will pay only those costs, attorneys' fees and expenses incurred in accordance with Section 4 of these Conditions and Stipulations. First American Title Company of Idaho National Commercial Services Form No. 1402.92 (10/17/92) Order Number: NCS-222811-BOI -�' ALTA Owner's Policy Page Number: 8 8. APPORTIONMENT. If the land described in Schedule (A)(C) consists of two or more parcels which are not used as a single site, and a loss is established affecting one or more of the parcels but not all, the loss shall be computed and settled on a pro rata basis as if the amount of insurance under this policy was divided pro rata as to the value on Date of Policy of each separate parcel to the whole, exclusive of any improvements made subsequent to Date of Policy, unless a liability or value has otherwise been agreed upon as to each parcel by the Company and the insured at the time of the issuance of this policy and shown by an express statement or by an endorsement attached to this policy. 9. LIMITATION OF LIABILITY. (a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the land, or cures the claim of unmarketability of title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby. (b) In the event of any litigation, including litigation by the Company 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 therefrom, adverse to the title as insured. (c) The Company shall not be liable for loss or damage to any insured 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, attorneys' fees and expenses, shall reduce the amount of the insurance pro tanto. 11. LIABILITY NONCUMULATIVE. It is expressly understood that the amount of insurance under this policy shall be reduced by any amount the Company may pay 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 hereafter executed by an insured and which is a charge or lien on the estate or interest described or referred to in Schedule A, and the amount so paid shall be deemed a payment under this policy to the insured owner. 12. PAYMENT OF LOSS. (a) No payment shall be made without producing this policy for endorsement of the payment unless the policy has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company. (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the loss or damage shall be payable within 30 days thereafter. 13. SUBROGATION UPON PAYMENT OR SETTLEMENT. (a) The Company's Right of Subrogation. Whenever the Company shall have settled and paid a claim under this policy, all right of subrogation shall vest in the Company unaffected by any act of the insured claimant. The Company shall be subrogated to and be entitled to all rights and remedies which the insured claimant would have had against any person or property in respect to the claim had this policy not been issued. If requested by the Company, the insured claimant shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. The insured claimant shall permit the Company to sue, compromise or settle in the name of the insured claimant and to use the name of the insured claimant in any transaction or litigation involving these rights or remedies. If a payment on account of a claim does not fully cover the loss of the insured claimant, the Company shall be subrogated to these rights and remedies in the proportion which the Company's payment bears to the whole amount of the loss. If loss should result from any act of the insured claimant, as stated above, that act shall not void this policy, but the Company, in that event, shall be required to pay only that part of any losses insured against by this policy which shall exceed the amount, if any, lost to the Company by reason of the impairment by the insured claimant of the Company's right of subrogation. (b) The Company's Rights Against Non-insured Obligors. The Company's right of subrogation against non-insured obligors shall exist and shall include, without limitation, the rights of the insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments which provide for subrogation rights by reason of this policy. 14. ARBITRATION. Unless prohibited by applicable law, either the Company or the insured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association. 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 of the Company in connection with its issuance or the breach of a policy provision or other obligation. All arbitrable matters when the Amount of Insurance is $1,000,000 or less shall be arbitrated at the option of either the Company or the insured. All arbitrable matters when the Amount of Insurance is in excess of $1,000,000 shall be arbitrated only when agreed to by both the Company and the insured. Arbitration pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the land is located permit a court to award attorneys' fees to a prevailing party. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. 15. LIABILITY LIMITED TO THIS POLICY, POLICY ENTIRE CONTRACT. (a) This policy together with all endorsements, if any, attached hereto by the Company is the entire policy and contract between the insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the title to the estate or interest covered hereby or by any action asserting such claim, shall be restricted to this policy. (c) No amendment of or endorsement to this policy can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company. 16. SEVERABILITY. In the event any provision of the policy is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision and all other provisions shall remain in full force and effect. 17. NOTICES, WHERE SENT. All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this policy and shall be addressed to the Company at First American Tide Insurance Company, 1 First American Way, Santa Ana, CA 92707, or to the office which issued this policy. First American Title Company of Idaho National Commercial Services `r ADA COUNTY RECORDER J. DAVID NAUARRO AMOUNT 12.00 4 BOISE IDAHO 08/03/06 11:37 AM DEPUTY D—R Haney III IIIIIIIlIIIIIIIIIlllll IIIII'll III RECORDED—REQUEST OF First American 106124729 AFTER RECORDING MAIL TO: City of Meridian 33 East Idaho Avenue Meridian, ID 83642 WARRANTY DEED File No.: NCS-222811-BOI (rmr) Date: June 27, 2006 For Value Received, ZWJ Properties, LLC, an Idaho limited liability company, as to an undivided 1/3 interest and CSRC Investments, LLC, an Idaho limited liability company, as to an undivided 2/3 interest, hereinafter referred to as Grantor, does hereby grant, bargain, sell and convey unto City of Meridian, a municipal corporation, hereinafter referred to as Grantee, whose current address is 33 East Idaho Avenue, Meridian, ID 83642, the following described premises, situated in Ada County, Idaho, to wit: See Attached Exhibit "A" APN: R-5672-00-0006 TO HAVE AND TO HOLD the said premises, with their appurtenances, unto said Grantee, and to the Grantee's heirs and assigns forever. And the said Grantor does hereby covenant to and with the said Grantee, that the Grantor is the owner in fee simple of said premises; that said premises are free from all encumbrances except current years taxes, levies, and assessments, and except U.S. Patent reservations, restrictions, easements of record and easements visible upon the premises, and that Grantor will warrant and defend the same from all claims whatsoever. Page 1 of 3 APN:R-5672-00-0006 Warranty Deed - continued Firs erican Exchange Company, LLC a Qualifiedrmediary for ZWJ Prope , LLC, an Idaho ' 'ted liability co ny, as to an undivided 1/3 in t By: Sharon L. Wolfe, Authorized Signer By: Read and approved by Exchangor, ZWJ Properties, LLC, an Idaho limited liability company, as to an undivided 1/3 interest STATE OF Idaho ) ss. COUNTY OF Ada File No.: NCS-222811-BOI (rmr) Date: 06/27/2006 CSRC Investments, LLC, an Idaho limited liability company, as to an undivided 2/3 interest ��%ice • b Record, 111, Member By: Susan Record, Member On this 31st day of July, 2006, before me, a Notary Public in and for said State, personally appeared Zephaniah W. Johnson, known or identified to me to be the person whose name is subscribed to the within instrument as Member of the ZWJ Properties, LLC , limited liability company, and acknowledged to me that such limited company executed same. In witness whereof, I have hereunto set my hand and a my official seal the day and year in this certificate first above written. �N�`"�u�•'••� Notaily Public for the State of Idaho RUg�p� Residing at: Boise, ID t0 �Ot AR r My Commission Expires: 3/17/2012 dV.• co Pue'%ON rig of `oma Page 2 of 3 APN: R-5672-00-0006 Warranty Deed File No.: NCS-222811-BOI (rmr) - continued Date: 06/27/2006 STATE OF Idaho ss. COUNTY OF Ada ) On this 31st day of July, 2006, before me, a Notary Public in and for said State, personally appeared Clayton Record III and Susan Record, known or identified to me to be the person whose name is subscribed to the within instrument as Members of the CSRC Investments, LLC , limited liability company, and acknowledged to me that such limited company executed same. In witness whereof, I have hereunto set my hand and a ixed my official &&I the day an year in this certificate first above written. 0##A � a�g1t M. Raj Notary Public for the State of Idaho Residing at: Boise, ID NOTA* j, My Commission Expires: 3-17-2012 W� B 1L1G 0 to Page 3 of 3 EXHIBIT A LEGAL DESCRIPTION: Parcel I: Lots 1 through 9 in Block 1 of the Townsite of Meridian, according to the Amended plat thereof, filed in Book 2 of Plats at Page 61, Records of Ada County, Idaho. Also including: A parcel being part of the alley adjacent to Lots 1 through 9 and Lots 22 through 30 of the Amended Plat of Block No. 1 of the Townsite of Meridian, as shown in Book 2 of Plats at Page 61, in the office of the Recorder, Ada County, Idaho, and being located in the Southwest Quarter of Section 7, of Township 3 North, Range 1 East, Boise Meridian, Ada County, Idaho, as evidenced by Vacation and Abandonment, recorded June 1, 2006, as Instrument No. 106086913, and more particularly described as follows: Commencing at a brass cap monument marking the Northwest corner of said Southwest Quarter (1/4 corner), from which a brass cap monument marking the Southwest corner of said Southwest Quarter (section corner), bears South 001715" West a distance of 2652.58 feet; thence South 0017'15" West along the Westerly boundary of said Southwest Quarter a distance of 866.45 feet to a point; thence leaving said Westerly boundary South 89048'49" East a distance of 40.00 feet to the Northwest corner of said Lot 1 of the Amended Plat of Block No. 1 of the Townsite of Meridian and the POINT OF BEGINNING; thence North 0017'15" East along the Easterly right of way of N. Meridian Road a distance of 16.00 feet to a point marking the Southwest corner of said Lot 30; thence South 89048'49" East along the Southerly boundary of said Lot 22 through 30 a distance fo 266.13 feet to a point marking the Southeast corner of said Lot 22; thence South 0017'15" West a distance of 16.00 feet to a point marking the Northeast corner of said Lot 9; thence North 89048'49" West along the Northerly boundary of said Lots 1 through 9 a distance of 266.13 feet to the POINT OF BEGINNING. Parcel II: Lots 23 through 30 in Block 1 of the Townsite of Meridian, according to the Amended plat thereof, filed in Book 2 of Plats at Page 61, Records of Ada County, Idaho. Parcel III: That portion of the now vacated Railroad Avenue, lying between Lots 1 through 9 and the North line of the railroad right of way, according to the Amended plat in Block 1 of the Townsite of Meridian, filed in Book 2 of Plats at Page 61, Records of Ada County, Idaho. Parcel IV: Together with those easement rights as set forth in Easement Agreements, recorded July 26, 1979, as Instrument No.'s 7941053 and 7941054, Records of Ada County, Idaho. \ + 1ADA COUNTY RECORDER J. DAVID NAUARRO AMOUNT 6.00 2 �/ BOISE IDAHO 08/10/06 04:22 PM DEPUTY Gail Garrett RECORDED -REQUEST OF III IIIIIIIIIIIIIIIIIIIIIIIIIIIIIII III First American 106125229 AFTER RECORDING MAIL TO: City of Meridian 33 East Idaho Avenue Meridian, ID 83642 WARRANTY DEED File No.: NCS -247981 -BOX (rmr) Date: August 02, 2006 For Value Received, David Buich and Karen Bulch, husband and wife, hereinafter referred to as Grantor, does hereby grant, bargain, sell and convey unto City of Meridian, a municipal corporation, hereinafter referred to as Grantee, whose current address is 33 East Idaho Avenue, Meridian, ID 83642, the following described premises, situated in Ada County, Idaho, to wit: Lot 22 in Block 1 of the Townsite of Meridian, according to the Amended plat thereof, filed in Book 2 of Plats at Page 61, Records of Ada County, Idaho. APN: Ptn of R-5672-00-0006 TO HAVE AND TO HOLD the said premises, with their appurtenances, unto said Grantee, and to the Grantee's heirs and assigns forever. And the said Grantor does hereby covenant to and with the said Grantee, that the Grantor is the owner in fee simple of said premises; that said premises are free from all encumbrances except current years taxes, levies, and assessments, and except U.S. Patent reservations, restrictions, easements of record and easements visible upon the premises, and that Grantor will warrant and defend the sa from all claims whatsoever. David Buic Page 1 of 2 APN: Warranty Deed File No.: NCS-247981-DOI (rmr) - continued Date: 08/02/2006 STATE OF Idaho ss. COUNTY OF On this % day of August, 2006, before me, a Notary Public in and for said State, personally appeared David Buich and Karen Buich, known or Identified to me to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public for the State of Idaho Residing at: #A CA ID My Commission Expires: ./oho/0'? Page 2 of 2 CITY OF MERIDIAN MERIDIAN, IDAHO Payee FIRST AMERICAN TITLE CO Vendor ID FIRST AMER TITL Account #: Invoice IDescription �S-247981-BOI Title fees to trade Broadway Lot#20 for ... Total : Discount $0.00 $0.00 69818 08,10,2ic� 818 Amount $495.38 I $495.38 Date Printed: September 07, 2007 Date Posted: August 17, 2006 *091000019* DA/15/20DL -D DD00002b1565>601 0 Th is is a LEGAL COPY ti of your check. You can 1% r' use i t the same way Ln M you would use the �*1 i or1 nal check. to o �p3 to u') Q� r3 r` m A a ru D. I" r3 tr r3 €$ -an U1 C3 C3 r3 on z C3 r3 0. .-i r] CD 7o Az Q^ Ul ru I.i (�.Q� 1 UIIBDOCIaalnMliaRrnauwcisuwcoNenul \. / Yli17C11Qii 33 E kWw Ave_ ueridan, ID 83642 (2081868-4433 --ftur Hundred Ninety Five and 38/100 Dollar, Pltll FIRST AMERICAN TITLE CO TO TKE 7111 POTOMAC DRIVE OF: POISE, In 83'104 e.ee+r10=Q aselgOT UX404APuBEKUNN R c p p �,AE98 a 616fi9818 STATE GAW MERIENAK 000 VOID AFTER r8D DAYS 06/10/2006 $495.38 rub'7tl •tlr +ii t4 iU iSi31: SUUU4YUSD 3e' 116069a Ian• ,44 S.C,!!T3�t24 122.1-0527-8 ru Ln r+ 00 C3 C3 O b 0 o, O .A O A A N W q .1a Ln C7 N k� In w*% -Jru O C3 a- 50004 70E10 1116 80000004953G,1' 0 C3 C3 " C3 �p3 it Q� A 47 -1 'mil Q 0 ru D. N €$ q m U1 C3 b�CM �� z cpO�m 0. a >c CD 7o Az Q^ E3 in te n+ 0 Wo not endorse or wrke below Oft Ilne i FirstAmerican Title Company ofldaho, Inc. National Commercial Services 7311 Potomac Drive • Boise, ID 83704 Buyer's Estimated Settlement Statement Property: 0000 Broadway Avenue, Meridian, ID 83642 Lot: 22 Buyer: City of Meridian Address: 33 East Idaho Avenue, Meridian, ID 83642 Seller: David Buich, Karen Buich Address: 3100 N. Glen Stuart Lane Eagle ID 83616 File No: NCS-247981-BOI Officer: Ruth M. Rubel/rmr New Loan No: Settlement Date: 08/10/2006 Disbursement Date: 08/10/2006 Print Date: 8/7/2006, 12:03 PM Charge Description Buyer Charge Buver Credit Consideration: Total Consideration _ _.._. — --- 90,000.00 Ad'ustments• Lot 20 Exchange Value 90,000.00 Prorations: Est. Tax Roll 2006 to Nampa Meridian Irri . 01/01/06 to 08/10/06 14.99/yr 69.62 Title/Escrow Charges to: Closing Escrow Fee - First American Title Company of Idaho Inc. National Commercial Services Policy -Extended Affk 1992 Owner s - First American Title Company of Idaho, Inc. National Commercial Services .. ..-...... ecord Warranty Deed -First American Title Company of Idaho, Inc National_m Comer_-cial Services _... Record Public Parking Lot Easement - First American Title Company_....- of Idaho-- ,---_ __— ____---- Commercial Services Inc. National 250.00 285,00 9,00 21.00 Cash (X From) ( To) Borrower 495.38 Totals 90,565.00 90,565.00 Notice – This Estimated Settlement Statement is subject to changes, corrections or additions at the time of final computation of the Settlement Statement. BUYER(S): City of Meridian, a municipal corporation By: Tammy de Weerd, Mayor AUG 1 0 2006 -wi 0,�q5,39 oe �,r.( Tet (�xtird �a✓'Chaeh.._ Page 1 of 1 CITY OF MERIDIAN MERIDIAN, IDAHO Payee FIRST AMERICAN TITLE CO Vendor ID FIRST AMER TITL Account #: Invoice IDescription �S-247971-BOI title fees to trade Broadway Lot#20 for ... 0"j, pw'� Total : Discount $0.00 $0.00 69817 s 08,104 817 Amount $834.94 $834.94 Dae Printed: September 07, 2007 Date Posted: August 17, 2006 #D91DDDDS�t D8/15/2DD6 ..D ODDDDD2b1565,3DD C3 Th is 16 a LEGAL COPY rU o useuirt Check. You can �-/ ►1 L� e same way u7 m PATI j(jtj 3 E Idaho Ave. ru.�, a,�acrwrts 6981769817 y o u wo u I d u s e t he .-1 e -i . rdcYidian, ID 89842 > w sT s or (g i n a l check. '� o (208}898 4433 to +n v VQID AFTER ISI DAYS C3 r - m M '••'Eight hundred Thirty Four and 94/100 Dollars a r9 n DJ' d 08/10/2006 cc] Q O O no _ Q Q iTU ,� FIRST AMERICAN TITLE CO rl O UMM 7311 PoTomAC DRIVE ++1 i or; BOISE, ID 83704 ru .-i 1 Ij +'D64837M +:12L1015>,3�:5O0C1�.tO8Oiri 11'069817118 4e:1241015131: 500047080iva }>4 SLC.UT 08166- i221-0•0 527-8 34 kj —TT- Ln r 00 00 O 0 0 O. O -a O A a r W 0 -j 0. Ln--, C3 W to w� r' N 0 ir $934.94 4000000,8 3494.' 0 _ -D k -I 0 O 3 O 0 A o0 �g �p O.2 0 "a n N o- a. No it a Nr o-� a b � o� fl N M Wo not sadorse or write bdow Ilds IIne.4 First American Title Company ofldaho, Inc. National Commercial Services 7311 Potomac Drive •Boise, ID 83704 Seller's Estimated Settlement Statement Property: 0000 E. Broadway Avenue, Meridian, ID 83642 Lot: 20 Buyer: David Buich, Karen Buich Address: 3100 N. Glen Stuart Lane, Eagle, ID 83616 Seller: City of Meridian Address: 33 East Idaho Avenue, Meridian, ID 83642 File No: NCS-247971-BOI Officer: Ruth M. Rubel/trnr New Loan No: Settlement Date: 08/10/2006 Disbursement Date: 08/10/2006 Print Date: 8/7/2006,12:12 PM Charge Description Consideration: Seller Char a Seller -Credit Total Consideration 90,000.00 Ad ustments• Lot 22 Exchange Value 90,000.00 Prorations• Tax Ro112006 to NM Irrigation 848-1-20 01/01/06 to 08/10/06 $24.67/ 14.94 Title/Escrow Char e _. Policy -Standard ALTA °s to Closing -Escrow Fee - First American Title Company of Idaho Inc National Commercial Services Y 1992 Owner's -First American Title Company of Idaho, Inc. National Commercial Services 250.00 570.00 Cash ( To) (X From) Seller 834.94 Totals 90,834.94 90,834.94 Notice - This Estimated Settlement Statement is subject to changes, corrections or additions at the time of final computation of the Settlement Statement. SELLER(S): City of Meridian, a municipal corporation By: Tammy de Weerd, Mayor AUG 1 b Z006 CZ) Ge�,r�c� sg3�q� „pra,4.,� YZ 3roadwrW � O r� Page 1 of 1 rGLI LCA Architects Meeting Date: June 29, 2006 Date of Issuance: June 29, 2006 Project Name: Meridian City Hall AGENDA Time: 4:00 p.m. Type of Meeting: Citizens Committee Kick Off Location: Meridian Police Facility Project #:06016.01 File Code: (4-b) 1. Introductions & Committee Structure o Contact Information and Preference 2. Process o Short Term Schedule & Dates o Workshop Dates o Potential Building Tours and Schedule 3. Committee Ideas & Input o Site & Existing Structures o New Building 4. Other Items 5. Next Meeting 06016.01 LCA Architects 1221 Shoreline Ln. PAGE 1 OF 1 Boise, ID 83702 ph: 208.345.6677 fx: 208.344.9002 � _ Q } as & } \ )» z ! ) § § t a § § m £ £ f 2 F- 43 \ \ \ \ \ MERIDIAN CITY HALL BUILDING INTERVIEW TIME SCHEDULE FRIDAY, MAY 12, 2006 Meridian Police Department Second Floor Conference Room 1401 E. Watertower Lane 11:00 Selection Committee Convenes: discuss ground rules and review questions. 11:15 CM Interview #I CM Company 12:00 CM Interview #2 Kreizenbeck Constructors 12:45 CM Interview #3 Petra General Contractors 40 Minute Interview Format: 5 to 10 minute presentation 25 to 30 minute questions and answers 3 to 5 minute final wrap-up from presenter 1:30 15 Minute Break - Lunch 1:45 30 Minute Committee Discussion and Construction Manager Ranking 2:15 Architect Interview # 1 CSHQA 3:00 Architect Interview #2 Lombard Conrad Architects 3:45 Architect Interview #3 ZGA Architects 4:30 30 Minute Committee Discussion and Architect Ranking 5:00 Adjourn Page 1 of 1 Will Berg From: Michelle Albertson Sent: Wednesday, May 03, 2006 3:45 PM To: Mark Freeman; Cheryl Brown; ardendavis@idahopower.com; rich@richnesbit.com; chris.klein@edwardjones.com; rwarwick@bcidaho.com; deneen m_wilson@keybank.com; Brad Watson; Keith Bird; Tammy de Weerd Cc: Will Berg; Ted Baird Subject: Meridian City Hall Consultants This is just a reminder of the meeting scheduled tomorrow, May 4th, at 5:15 at Meridian City Hall to go over the final rankings and to finalize the initial selection for the Meridian City Hall Consultants. Please fax your rating sheets to Will Berg at 887-4813 so we can compile the results. If it's more convenient, you can e-mail me your rating sheets at albertsm@meridiancity.org or drop them by our office at 703 N. Main Street (the former Farmers and Merchants Bank on the corner of Main & Broadway). If you have any questions, please let us know. Michelle Albertson, Paralegal Meridian City Attorney's Office 703 N. Main Street Meridian, ID 83642 (208) 898-5506 albertsm@meridiancity.org 5/4/2006 Final Rankings for Interviewed Architects & Construction Managers for Meridian City Hall Project Eight evaluators, performing final ranking of interviewees from 1 to 3 based on all information provided in submittals and interviews. CONSRUCTION MANAGEMENT - ' Ili'. Q1 Contractors Kreizenbeck Constructors CM Company ARCHITECTURAL SERVICES Architects ZGA Architects >CSHQA TOTAL AVERAGE` E16 2.0 23 29� TOTAL I AVERAGE 8 1.0 16 2?0 24 3.0 , Submittal Rating Summary for Architects & Construction Managers for Meridian City Hall CONSRUCTION MANAGEMENT Petra; General Contractors CM Company Kreizenbeck Constructors Beniton Construction Co. Heery International Ewing Company Layton Construction Co. CSDI Company JW Construction Knot—he -Zior-Casali Construction Nine evaluators using criteria listed on RFQ TOTAL AVERAGE 824 816 814 767 760 737 692 652 628 550 AKGHITECTURAL TOTAL SERVICES" ZGA Architects 818 CSHQA 801 798 Lombard/Conrad Architects Cole + Poe Architects 766 Trout Architects 737 BRS Architects 731 Design West Architects 717 85.2 84.4 81.9 76.9 72.4 61.1 AVERAGE 85.1 81.9 81.2 79.7 " - CITY OF 41. S 044 v IDAHO pr �E" R o /u" TREASURE V,- 1903 MAYOR Tammy de Weerd CITY COUNCIL MEMBERS Keith Bird August 8, 2006 Joseph W. Borton Pat Kershisnik Charles M. Rountree Shaun Wardle Petra Incorporated 9056 W. Blackeagle Drive CITY DEPARTMENTS Boise, Idaho 83709 City Attorney/HR 703 Main street 898-5506 (City Attorney) RE: Construction Manager Contract for New City Hall Project 898-5503 (HR) Fax 884-8723 Dear Mr. Kershisnik, Fire 540 E. Franklin Road Enclosed please find the original Construction Manager Contract for the 888-1234 / fax 895-0390 New Meridian City Hall Project. This item was also scanned and emailed Parks & Recreation to your office early today. 11 W. Bower Street 888-3579 / fax 898-5501 Please feel free to contact our office if you have any Planning concerns. 660 E. Watertower Lane Sincerely, Suite 202 884-5533 / fax 888-6844 Police Sharon Smith 1401 E. Watertower Lane 888-6678 Senior Deputy City Clerk /fax 846-7366 City of Meridian Public Works 660 E. Watertower Lane Suite 200 898-5500/fax 895-9551 - Building 660 E. Watertower Lane Suite 150 cc: City Clerk file 887-2211/fax 887-1297 Wastewater 3401 N. Ten Mile Road 888-2191 / fax 884-0744 Water 2235 N.W. 8th Street 888-5242 / fax 884-1159 CITY HALL 33 EAST IDAHO AVENUE MERIDIAN, IDAHO 83642 (208) 888-4433 CITY CLERK -FAX 888-4218 FINANCE & UTILITY BILLING -FAX 887-4813 MAYOR'S OFFICE -FAX 884-8119 Printed on recycled paper COMMERCIAL/INVESTMENT REAL ESTATE PURCHASE -SALE -EXCHANGE AGREEMENT THIS Agreement is entered into for the purposes stated herein, this 3r� day of al,tc 2006, by Dave and Karen Buich, husband and wife ("BUICH"), and the City of Meridian ity ("CITY"), collectively referred to herein as " the parties." WHEREAS, Buich owns or controls certain real property located in Ada County, Idaho more particularly described as Lot 22 of the Amended Plat of Block No. 1 of the townsite of Meridian located in the SW %4 of Section 7, T3N, R1 E, Ada County, Idaho (the "BUICH parcel" or "Lot 22"); and, WHEREAS, CITY owns certain real property located in Ada County, Idaho more particularly described as Lot 20 of the Amended Plat of Block No. 1 of the townsite of Meridian located in the SW'/4 of Section 7, T3N, RIE, Ada County, Idaho (the "City Parcel" or "Lot 20" ; and, WHEREAS, the parties desire to enter into a real property exchange agreement whereby BUICH will convey Lot 22 to CITY in exchange for CITY conveying Lot 20 to BUICH. WHEREAS, the laws of the State of Idaho require that the City of Meridian exchange city -owned real property for property of equal value; and, WHEREAS, Lot 20 and Lot 22 are of equal size and are located on the same City block. City desires to own Lot 22 to add to the new City Hall site at the former Meridian Creamery, and Buich desires to own lot 20 to add to the Buich parcel at the northeast corner of the block; and, WHEREAS, the City Council of the City of Meridian has declared that Lot 20 and 22 are of equal value at this time as long as the City receives assurances of the continued availability of the public parking lot currently on lots 20 and 21 until such time as either of the adjacent parcels develop; and, WHEREAS, Buich has agreed to execute a parking lot easement in favor of the City of Meridian to fulfill the condition of the exchange requiring continued availability of public parking while plans for development for the Buich and City Hall parcels are being completed. NOW, THEREFORE, in return for good and valuable consideration, including the agreement set forth herein and the parties' proceeding to their respective approvals and to the closing of the property exchange contemplated hereby (the "Closing"), the receipt and sufficiency of such consideration being hereby acknowledged, the parties do hereby enter into this Agreement and the terms and conditions set forth below. REAL ESTATE EXCHANGE AGREEMENT - 1 - 1. IDENTIFICATION OF EXCHANGE PARCELS. The parcel that BUICH intends to exchange to City under the terms of this agreement is legally described as Lot 22 of the Amended Plat of Block No. 1 of the townsite of Meridian located in the SW 1/4 of Section 7, T3N, RIE, Ada County, Idaho. The parcel that CITY intends to exchange to BUICH under the terms of this Agreement is legally described as Lot 20 of the Amended Plat of Block No. 1 of the townsite of Meridian located in the SW 1/4 of Section 7, T3N, RIE, Ada County, Idaho. 2. "AS -IS" SALE. The parcels are sold "as -is" and are sold without any water rights. 3. ADDITIONAL TERMS, CONDITIONS AND/OR CONTINGENCIES. The closing of this transaction is contingent upon written satisfaction or waiver of the following conditions: A) BUICH shall obtain good and marketable title to the BUICH parcel. B) BUICH shall execute and place into escrow the Parking Lot Easement attached hereto as exhibit "A" and incorporated herein by this reference. The easement shall provide for the continued operation of the existing public parking lot on lots 20 and 21 until such time as City's adjacent property or BUICH's adjacent property develops. The closing agent shall be provided with written instructions to record the easement document at closing. C) BUICH acknowledges that this agreement will be executed by BUICH before CITY executes the agreement and that the execution of the agreement by the CITY is contingent upon ratification 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 the CITY. REAL ESTATE EXCHANGE AGREEMENT - 2 - 4. ACHD CIRCULATION EASEMENT. At such time that the Development Plans for Buich's adjacent property are ready to be implemented, City agrees to work with the Ada County Highway District to remove the blanket access easement from lot 20 and limit the location of the access easement to the City -owned Lot 21. The timing of the relocation of the blanket easement shall be concurrent with the termination of the Parking Lot Easement referenced in Section 3(B) of this agreement. 5. TITLE COMPANY/CLOSING AGENCY. A) The parties agree that First American Title Company of Ada County shall provide any required title policy and preliminary report of commitment. B) The closing agency for this transaction shall be First American Title Company of Ada County. C) Each party agrees to pay one-half (1/2) of the closing agency's fee. 6. TITLE INSURANCE. A) Each Party shall pay for standard coverage owner's title insurance policy on the respective properties which it conveys to the other party under the terms of this Agreement. The face value of the policy for each parcel shall be Ninety Thousand Dollars ($90,000.00). The cost of additional title insurance and endorsements, if desired by a party on property received under this Agreement, shall be paid by the receiving party. The Title Company is to provide all parties to this Agreement with a preliminary Title Report as soon as possible after execution of this agreement. The parties shall have five (5) days to object in writing to the condition of the title as set forth in the report, unless said time period is extended pursuant to this Agreement. In the event that a party makes written objection to the title, the other party shall have a reasonable time to cure any defects of title or provide affirmative title insurance coverage, and in the event the other party cannot cure said REAL ESTATE EXCHANGE AGREEMENT 3 — defects or is unwilling to cure said defects or provide affirmative title insurance coverage, the objecting parry may elect, as its sole remedy, to either (i) terminate this Agreement, (ii) cure the defects at the objecting party's expense, or (iii) proceed to closing, taking title subject to such defects. If the parties do not so object, the parties shall be deemed to have accepted the condition of the title. B) The final Title Insurance policies shall be delivered to the parties by the Title Company as soon as possible after closing. 7. CLOSING DATE AND TITLE CONVEYANCE. A) On or before Closing, the parties shall deposit with Escrow Holder all instruments necessary to complete the exchange contemplated under this Agreement. B) Closing shall occur no later than August 10th, 2006. Closing shall occur on the date on which the deeds to all properties are recorded in satisfaction of the requirements of this Agreement. C) The deeds for all properties shall be recorded concurrently, and neither party shall be obligated to authorize the Escrow holder to convey a parcel if the Escrow Holder is not irrevocably committed to record the deeds for all properties identified in this Agreement. D) Title to the properties identified under this agreement shall be conveyed by Warranty Deed and shall be marketable and insurable with the exception of any other liens, encumbrances or defects allowed herein or otherwise approved by the receiving party. REAL ESTATE EXCHANGE AGREEMENT — 4 — 8. POSSESSION/PRORATION. The parties shall be entitled to possession of their respective properties on the day of closing. Taxes and water assessments (using the last available assessment as a basis), rents, insurance premiums, interest and reserve on liens, encumbrances or obligations assumed and utilities shall be prorated as of the day of closing. 9. DEFAULT. In the event that a party does not perform in accordance with the terms and conditions of this agreement then the other party shall have any recourse under the law to enforce this contract. 10. ATTORNEY FEES. 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 parry and in the event of suit the prevailing party shall be entitled to its reasonable attorney fees and costs. 11. CONDITION OF PROPERTY AT CLOSING/MAINTENANCE AFTER CLOSING. The parties shall maintain their respective properties until the closing in their present condition, ordinary wear and tear excepted. After Closing, each party shall be responsible for maintenance of the parcels that they receive under this Agreement. 12. REPRESENTATIONS AND WARRANTIES. Each party represents and warrants to the other regarding their respective properties: A. The party has received no notice from any governmental agency that the properties are in violation of any statute, law, ordinance, rule, regulation, or deed restriction affecting the Properties. B. The parties have good, marketable title to their respective parcels. At the time the deeds are placed into escrow, no other party shall have any right, title, or interest in the subject property. REAL ESTATE EXCHANGE AGREEMENT - 5 - C. There is no pending or threatened litigation or condemnation proceedings affecting the Properties and there are no governmental assessments or local improvement district assessments on the Properties nor are there any agreements to convey any portion of the Properties to any other party. D. Each party has disclosed to the other party the presence of all hazardous substances or storage tanks that the disclosing party is aware of on their respective properties. "Hazardous Substances" means any hazardous, dangerous or toxic substance (including petroleum products) as defined under federal, state and/or local law, including all regulations promulgated under such laws. 13. ENTIRE AGREEMENT. This Agreement, including any addendum 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. 14. TIME IS OF THE ESSENCE IN THIS AGREEMENT. THIS IS A LEGALLY BINDING AGREEMENT. THE PARTIES EACH REPRESENT THAT THEY HAVE HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL REGARDING THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE INSTRUMENTS REFERRED TO HEREIN. 15. SURVIVAL OF TERMS. All the terms and conditions hereof and all instruments referred to herein and contemplated hereby shall survive closing and the transfer of title and shall remain in full force and effect in accordance with their terms. 16. CONSTRUCTION OF TERMS. All times provided for in this Agreement or any instrument referred to herein will be strictly construed, it being agreed that time is of the essence of REAL ESTATE EXCHANGE AGREEMENT — 6 — this Agreement. Whenever the context requires, the singular includes the plural and vice versa, and each gender includes each other gender, or the neuter, as the case may be. 17. BINDING ON SUCCESSORS. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 18. IDAHO LAW. This Agreement shall be construed and governed in accordance with the laws of the State of Idaho. 19. HEADINGS. Headings preceding the text of the several Articles and Sections hereof, and the table of contents, are solely for convenience or reference and shall not constitute a part of this Agreement or affect its meaning, construction or effect. 20. EXECUTION IN COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. REAL ESTATE EXCHANGE AGREEMENT — 7 — IN WITNESS WHEREOF, the parties have executed and attested this Agreement as of the date and year first above written. KAREN BUICH THE CITY OF MERIDIAN REAL ESTATE EXCHANGE AGREEMENT — 8 — Tammy rd, MAYOR ATTEST: CITY CLERK REAL ESTATE EXCHANGE AGREEMENT — 8 — ET 'M GENERAL CONTRACTORS & CONSTRUCTION MANAGEMENT August 1, 2006 City of Meridian City Attorney 703 Main Street Meridian, Idaho 83642 ATTN: Ted W. Baird, Deputy City Attorney Dear Ted, ANJL E VEI AUG 0 12006 City of Meridian City Clerk Office Enclosed are two signed and notarized originals of the Construction Management Agreement for the City Hall Project. As discussed with you it is our understanding that Section 10.2.1(i) shall be the subject of a Change Order. To wit, the three year renewal requirement for the Errors and Omissions Liability Insurance shall be changed to a renewal requirement of two years so as to correspond to the statute of limitations for the professional services being rendered. Respectfully yours, Pat Kershisnik 9056 W. BLACKEAGLE DR. I BOISE, ID 83709 , PHONE: (208) 323-4500 , FAX: (208) 323-4507 WWW.PETRAINC.NET RCE -1875 CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR BETWEEN CITY OF MERIDIAN AN IDAHO MUNICIPAL CORPORATION AND PETRA INCORPORATED AN IDAHO CORPORATION FOR THE NEW MERIDIAN CITY HALL AUGUST 1, 2006 TABLE OF CONTENTS Page 1. RELATIONSHIP OF THE PARTIES 1 1.1 RELATIONSHIP OF THE PARTIES. 1 1.2 AUTHORIZED REPRESENTATIVE. 2 1.3 CONSTRUCTION MANAGER AS OWNER'S REPRESENTATIVE. 2 2. CONSTRUCTION MANAGER 2 2.1 CONSTRUCTION MANAGER'S REPRESENTATIONS. 2 2.2 COMMUNICATIONS. 3 2.3 MEETINGS WITH GOVERNMENTAL OFFICIALS. 3 2.4 PROJECT RECORDS. 3 2.5 VALUE ENGINEERING. 4 2.6 GOVERNMENTAL PERMITS. 4 2.7 COMPLIANCE WITH LAWS. 4 2.8 INDEPENDENT CONTRACTOR. 4 2.9 CONSULTANTS. 4 2.10 INDEMNIFICATION 5 2.11 OUTSIDE COMPENSATION PROHIBITED. 5 3. OWNER 5 3.1 OWNER'S OBJECTIVES. 5 3.2 OWNER'S DUTIES. 5 3.3 OWNER'S ARCHITECT. 6 3.4 CONTRACTOR. 7 4. SCOPE OF SERVICES 7 4.1 IN GENERAL. 7 4.2 DEVELOPMENT STRATEGIES PHASE. 7 4.3 SITE PREPARATION PHASE. 7 4.4 PRELIMINARY DESIGN PHASE. 8 4.5 CONSTRUCTION DOCUMENTS PHASE 9 4.6 BIDDING PHASE. 10 4.7 CONSTRUCTION PHASE. 11 5. SCHEDULE. 13 5.1 SCHEDULE OF PERFORMANCE. 13 5.2 DELAYS. 13 6. COMPENSATION 13 6.1 CONSTRUCTION MANAGER'S FEE. 13 6.2 REIMBURSABLE EXPENSES. 14 6.3 PAYMENTS. 15 7. CHANGES 16 8. CLAIMS. 16 TABLE OF CONTENTS - I 8.1 CLAIMS. 8.2 MEDIATION. 9. SUSPENSION AND TERMINATION 9.1 SUSPENSION BY OWNER FOR CONVENIENCE. 9.2 TERMINATION BY OWNER FOR CONVENIENCE. 9.3 TERMINATION BY OWNER FOR CAUSE. 9.4 TERMINATION BY CONSTRUCTION MANAGER. 10. GENERAL PROVISIONS 10.1 OWNERSHIP OF WORK PRODUCT. 10.2 INSURANCE. 10.3 PAYMENT AND PERFORMANCE BONDS. 10.4 RECITALS AND EXHIBITS. 10.5 COUNTERPARTS; FACSIMILE TRANSMISSION. 10.6 ATTORNEYS' FEES. 10.7 GOVERNING LAW. 10.8 VENUE. 10.9 GRAMMATICAL USAGE. 10.10 BINDING EFFECT. 10.11 HEADINGS. 10.12 ADDITIONAL ACTS. 10.13 TIME OF ESSENCE. 10.14 NOTICE. 10.15 RIGHTS AND REMEDIES CUMULATIVE. 10.16 THIRD -PARTY BENEFICIARIES. 10.17 INTEGRATION; WAIVERS. 10.18 SEVERABILITY. TABLE OF CONTENTS - II 16 17 17 17 17 18 18 18 18 18 19 19 20 20 20 20 20 20 21 21 21 21 22 22 22 23 3 CONSTRUCTION MANAGEMENT AGREEMENT (Construction Manager Advisor) THIS CONSTRUCTION MANAGEMENT AGREEMENT (this "Agreement") is made effective the 1St day of August, 2006, by and between CITY OF MERIDIAN, an Idaho municipal corporation ("Owner'), and PETRA INCORORATED, an Idaho corporation ("Construction Manager"). RECITALS A. Owner is under contract to purchase that certain two -acre parcel of land located at 27 E. Broadway, Meridian, Idaho (the "Site"). B. Owner desires to abate and demolish the existing structures on the Site and develop a new city hall facility thereon consisting of a four story structure with approximately 80,000 square feet of standard Class A office space and related improvements with surface parking (the "Project"). C. Construction Manager has represented to Owner that it is has the skills, qualifications, and experience to provide professional construction management for the Project on behalf of Owner. D. Owner desires to retain Construction Manager, and Construction Manager desires to be retained by Owner, for professional construction management services for the Project on Owner's behalf AGREEMENT NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, Owner and Construction Manager agree as follows: 1. RELATIONSHIP OF THE PARTIES 1.1 Relationship of the Parties. Construction Manager acknowledges and accepts the relationship of trust and confidence established with Owner by this Agreement and that this relationship is a material consideration for Owner in entering into this Agreement. Accordingly, Construction Manager shall, at all times, act in a manner consistent with this relationship. Construction Manager further covenants that Construction Manager will perform its services under this Agreement, in the exercise of ordinary and reasonable care and with the same degree of professional skill, diligence and judgment as is customary among construction managers of similar reputation performing work for projects of a size, scope and complexity similar to the Project. Construction Manager shall, at all times, further the interest of Owner through efficient business administration and management. CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE I NEW MERIDIAN CITY HALL C:\DOCUMENTS AND SETTINGS\PKERSIQSNIK\LOCAL SETTINGS\TEMPORARY INTERNET F1LES\0LK23B\CM AGR- PETRA GP04.D0C 1.2 Authorized Representative. Owner and Construction Manager shall designate a representative who shall be authorized to act on that parties' behalf with respect to the Project. Each party's representative shall render decisions in a timely manner in order to avoid unreasonable delay in the progress of the Project. Each party may rely upon the directions and decisions of such representatives as the directions and decisions of the other party. Neither Owner nor Construction Manager shall change its authorized representative without five (5) days prior written notice to the other party. 1.2.1 Owner's authorized representative shall be: To be determined by Owner. Upon Owner's selection of its authorized representative, Owner will provide Architect the name and contact information for such representative. 1.2.2 Construction Manager's authorized representative shall be: Gene R. Bennett, Project Manager and Wesley Bettis, Jr., Project Engineer PETRA INCORPORATED 9056 W. Blackeagle Drive Boise, Idaho 83709 Telephone: 208-323-4500 Facsimile: 208-323-4507 Mobile: 208-860-7531 (Bennett) Mobile: 208-860-7531 (Bettis) Email: gbennett@petrainc.net Email: wbettis@petrainc.net 1.3 Construction Manager as Owner's Representative. Construction Manager shall be a representative of Owner during the Project. Construction Manager shall have authority to act on behalf of Owner only to the extent provided in this Agreement, unless otherwise set forth in writing. 2. Construction Manager 2.1 Construction Manager's Representations. Construction Manager makes the following express representations and warranties to Owner, which shall survive the execution and delivery of this Agreement: 2.1.1 Construction Manager is or will be professionally qualified to provide construction management services for the Project and is properly licensed to practice construction management services to Owner by all public entities having jurisdiction over Construction Manager and the Project; CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 2 NEW MERIDIAN CITY HALL CADOC NAENTS AND SETTINGS\FKERSHISMK\LOCAL SETTINGS\TEMPORARY INTERNET FILES\OLK23B\CM AGR - PETRA GPO4.DOC 2.1.2 Construction Manager has, or will as part of its services under this Agreement, become familiar with and examine the Site, including, but not limited to, the existing terrain, structures, landscaping and the local conditions under which the Project is to be designed, constructed, and operated, and correlate its observations with the Project's requirements; 2.1.3 Construction Manager has the professional knowledge, skills, experience, education and staffing to manage and coordinate the design and construction of the Project . The individual employees of Construction Manager that will render services pursuant to this Agreement are knowledgeable and experienced in the disciplines required for this Project; 2.1.4 Construction Manager shall prepare all documents and provide all services required under this Agreement in such a manner that increases in Project costs resulting from Construction Manager's errors or omissions do not exceed one percent (1%) of the total construction price of the Project; and 2.1.5 Construction Manager assumes full responsibility to Owner for its own improper acts and/or omissions and those employed or retained by Construction Manager in connection with the Project (excluding intentional acts), but not for acts and omissions expressly directed by Owner. 2.2 Communications. Construction Manager shall endeavor to keep Owner fully informed regarding the progress of the Project so Owner can have meaningful review and involvement in the Project. Without limiting the generality of the foregoing sentence, Construction Manager shall, as a matter of course, promptly provide Owner with copies of all documents relating to design and construction management and coordination, meeting notes and memorandum and any other information related to the Project for Owner's review and input. Construction Manager shall notify Owner of any decisions that are required to be made by Owner, and any deadlines pertaining thereto. Construction Manager shall consult with and advise Owner with respect to any such decisions. 2.3 Meetings with Governmental Officials. Construction Manager agrees to provide Owner with reasonable notice of all formal public and non-public meetings with government officials regarding the Project. Owner shall be entitled to attend any formal public or non-public meeting with governmental officials regarding the Project. Construction Manager shall document all meetings with governmental officials related to the Project and any verbal or written interpretations related to the Project provided by any governmental officials. 2.4 Project Records. All records relating to the Project in Construction Manager's possession (the "Project Records") shall be made available to Owner for inspection and copying at a reasonable time and place upon the written request of Owner. The Project Records shall include, but not be CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 3 NEW MERIDIAN CITY HALL C:\DOCLJNENTS AND SETTINGS\PKERS[-RSMK\LOCAL SETTINGS\TEMPORARY INTERNET FILES\OLK23B\CM AGR - PETRA GP04.DOC limited to, all plans, specifications, submittals, correspondence, minutes, memoranda, receipts, timesheets, electronic recordings and other writings or things that document any aspect of the design and construction management and coordination of the Project. Construction Manager shall maintain the Project Records for six (6) years after substantial completion of Project or for any longer period required by law. 2.5 Value Engineering. Construction Manager shall value engineer the Project to maximize costs savings to Owner through discounts, value engineering and other actions consistent with good design and building practices for a project of the type contemplated by Owner. 2.6 Governmental Permits. Construction Manager shall, with the assistance of Owner and Architect, prepare and file all documents necessary to obtain the approvals of governmental authorities having jurisdiction over the Project, including, but not limited to, building and occupancy permits. 2.7 Compliance with Laws. Construction Manager shall perform all of Construction Manager's services in compliance with all applicable laws, ordinances, rules, regulations or orders of any public authority having jurisdiction over the Project, any applicable permits and any recorded covenants, conditions and restrictions affecting the Site. 2.8 Independent Contractor. Construction Manager acknowledges that it is an independent contractor and not an employee or agent of Owner. As an independent contractor, Construction Manager shall be and remain responsible to Owner for all its negligent acts or omissions in connection with its duties and services under this Agreement that result in damage or injury to persons or property. Construction Manager shall indemnify and hold harmless Owner against all claims or liabilities that are asserted, incurred or recovered against Owner related to employer liabilities that arise from Construction Manager's employment or retention of any person or entity. Owner shall have no control over the manner or method by which Construction Manager meets Construction Manager's obligations under this Agreement; provided that Construction Manager's services shall be performed in a competent and efficient manner this is in compliance with this Agreement. Nothing in this Agreement shall be construed to mean that Owner employs or is responsible for compensating any consultant of Construction Manager. 2.9 Consultants. Prior to retaining or engaging any consultant to provide services pursuant to this Agreement, Construction Manager shall submit for Owner's approval a written statement listing (1) a description of the services to be provided by said consultant (2) a brief description of said consultant's qualifications to render the identified services, and (3) a disclosure of any ownership, controlling interest or affiliation between Construction Manager and said consultant. CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 4 NEW MERIDIAN CITY HALL C:\DOCUMENTS AND SETTMGS\PKERSIflSMK\LOCAL SETTMGS\TEWORARY INTERNET FILES\OLK23B\CM AGR - PETRA GP04.DOC Owner shall bear no responsibility for reimbursing Construction Manager for services of any consultant retained or engaged by Construction Manager unless Construction Manager first complies with this Section. 2.10 Indemnification To the fullest extent permitted by law, Construction Manager shall indemnify, defend and hold harmless Owner and its officers, directors, agents and employees from and against claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from performance of Construction Manager's duties and responsibilities under this Agreement, but only to the extent caused by the negligent acts or omissions of Construction Manager, its employees, agents or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in party by a party indemnified hereunder. 2.11 Outside Compensation Prohibited. Except with Owner's knowledge and consent, Construction Manager shall not engage in any activity or accept any employment, interest or contribution that would reasonably appear to compromise Construction Manager's professional judgment with respect to the Project or the relationship of trust between Owner and Construction Manager established herein; provided, however, nothing in this Section shall be deemed to limit Construction Manager's ability to provide services for an competitor of Owner. 3. OWNER 3.1 Owner's Objectives. Owner's objective for the Project is to develop a new cost efficient city hall facility and public plaza on the Site. 3.2 Owner's Duties. 3.2.1 Owner shall, at its expense, furnish Construction Manager with documents in its possession concerning the Site, which documents shall include a legal description, environmental risk evaluation, site survey and preliminary title report. 3.2.2 Owner shall provide Construction Manager with Owner's preliminary planning and programming information regarding the Project, including, but, not limited to, Owner's purposes, concepts, desires and any design, construction, scheduling, budgetary or operational needs, restrictions or requirements, as the same may be amended from time to time ("Owner's Criteria"). 3.2.3 Owner shall timely review documents provided by or through Construction Manager and timely render its direction, decision, consent or approval on matters identified by Construction Manager for Owner's direction, decision, consent or approval. CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 5 NEW MERIDIAN CITY HALL C:\DOCUNR;NTS AND SETT NGS\PKERSIBSMK\LOCAL SETTMGSTUdPORARY INTERNET FILES\OLK23B\CM AGR- PETRA GP04.DOC 3.2.4 Owner shall timely review documents provided by or through Construction Manager; 3.2.5 Owner shall provide for all required testing or inspections of the Work as may be mandated by law, the Construction Documents or the Construction Contracts; 3.2.6 If Owner learns of any failure to comply with the Construction Contract by Contractor, or of any errors, omissions, or inconsistencies in the services of Construction Manager, and in the further event that Construction Manager does not have notice of the same, Owner shall inform Construction Manager; 3.2.7 Owner shall afford Construction Manager access to the Site and to the Work as may be reasonably necessary for Construction Manager to properly perform its services under this Agreement; 3.2.8 Owner's review, direction, decision, approval or consent of any document provided or matter identified by or through Construction Manager shall be solely for the purpose of determining whether such document or matter is generally consistent with Owner's Criteria. No review of such documents shall relieve Construction Manager of its responsibility for the accuracy, adequacy, fitness, suitability, or coordination of its services or work product. 3.2.9 Construction Manager shall be entitled to rely upon services and information provided by or through Owner only to the extent that a reasonably prudent Construction Manager would so rely on such services and information. Construction Manager shall promptly notify Owner in writing if Construction Manager becomes aware of any errors, omissions or inconsistencies in such services or information. 3.3 Owner's Architect. Owner has retained LCA Architects, P.A., an Idaho professional corporation ("Architect") to provide professional architectural services for the Project. Architect's authorized representative is: Steve Simmons, President LOMBARD-CONRAD ARCHITECTS, P.A. 1221 Shoreline Lane Boise, Idaho 83702 Telephone: 208-345-6677 Facsimile: 208-344-9002 Mobile: 208-830-4122 Email: ssimmonsl@lcarch.com Construction Manager hereby acknowledges that it has received, reviewed, and studied the agreement form that Owner intends to use with Architect (the "Architectural Agreement"), and the same is herein incorporated by reference. Construction Manager shall consult and coordinate CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 6 NEW MERIDIAN CITY HALL C:\DOCUMENTS AND SETTINGS\PKERSFHSMK\LOCAL SETTINGS\TEN PORARY INTERNET FILES\OLK23B\CM AGR - PETRA GP04.DOC with Architect as needed to fulfill its duties hereunder, and shall assist Architect as need for Architect to fulfill its duties to Owner under the Architectural Agreement. 3.4 Contractor. Construction Manager understands that Owner plans to retain multiple prime contractors (the "Contractors") to provide construction labor, services, materials and equipment for the Project (the "Work"). The term "Contractor" means all prime contractors retained by Owner to perform Work, but not the prime contractor's subcontractors, laborers and material suppliers. 4. SCOPE OF SERVICES 4.1 In General. Owner has retained Construction Manager to help it achieve the objectives set forth in Section 3.1 above by managing and coordinating the design and construction of the Project on behalf of Owner. Therefore, the general scope of Construction Manager's responsibilities is to do all things, or, when appropriate, require Architect and each Contractor to do all things necessary, appropriate or convenient to achieve the end result desired by Owner, including, but not limited to, those tasks set forth in this Article 4. The tasks set forth in this Article 4 are not intended to be an exhaustive list of the tasks required to achieve the result desired by Owner. The general scope of Construction Manager's responsibilities and shall include all other tasks indicated or implied in this Agreement and the implementing plans contemplated herein. 4.2 Development Strategies Phase. Construction Manager shall carefully examine Owner's Criteria and consult with Owner and Architect in detail about the same in detail. Based on its review and consultations, and with the assistance of Architect, Construction Manager shall prepare and submit to Owner a written report detailing its understanding of Owner's Criteria and identifying any design, construction, scheduling, budgetary, operational or other problems or recommendations that may result from Owner's Criteria. The written report shall also include proposed solutions addressing each problem identified, alternative strategies for the cost effective design and construction of the Project, and alternative strategies for the cost effective future expansion of the Project. Construction Manager, with Architect's assistance, shall develop a preliminary project schedule for the design and construction of the Project. 4.3 Site Preparation Phase. Construction Manager shall also prepare and submit to Owner a plan for the demolition of the existing improvements on the Site and the preparation of the Site for construction activities. Upon Owner's approval of the plan and Owner's notice to proceed, Construction Manager shall proceed with bidding of the demolition Work in accordance with Section 4.6 below. Upon Owner's approval of the lowest bid and notice to the demolition CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 7 NEW MERIDIAN CITY HALL C:\D000MENTS AND SETTINGS\PKERSMSNIK'LOCAL SETTINGS\TEMPORARY INTERNET RLES\0LK23B\CM AGR- PETRA GP04.DOC Contractor to proceed, Construction Manager shall proceed with the management of the demolition work in accordance with Section 4.7 below. 4.4 Preliminary Design Phase. 4.4.1 After reviewing Construction Manager's written report and Architect's written report with Owner and Architect, and reaching agreement upon proposed alternatives and solutions, Construction Manager shall, within the time frames set forth in the preliminary schedule developed in Section 4.2 above and in cooperation with Architect's efforts, prepare and submit to Owner for approval the following: (a) A plan for the management of the design and construction of the Project (the "Construction Management Plan"), which shall include (i) a Project organizational chart, (ii) staffing recommendations for Owner, Architect and Construction Manager, along with an explanation of the roles, responsibilities, and authority of each staff member from each of the three entities, (iii) description of the various bid packages recommended for the efficient and cost effective bidding of the Project, including the procurement of those "general conditions" items that may be efficiently and lawfully procured by Construction Manager directly; (iv) a description of the basic methods and procedures for coordination between Contractors; and (v) a system for claims avoidance on the Project consistent with fixed price construction contracts. Construction Manager shall not be responsible for the failure of Owner and/or Architect to adequately staff the Project in accordance with the approved Construction Management Plan. (b) A comprehensive master Project schedule (the "Project Schedule") that specifies the proposed starting and finishing dates for each task required to complete the demolition of the existing site improvements and the design, construction and occupancy of the Project. The Project Schedule shall be divided into separate tasks and phases as desired by Owner and shall include the tasks of Owner, Architect, Construction Manager and each Contractor. The Project Schedule shall provide reasonable time periods for Owner reviews and approvals where appropriate. (c) Based on the Architect's preliminary designs and specifications, a preliminary price estimate for the design and construction of the Project (the "Preliminary Price Estimate"), using area, volume or similar conceptual estimating techniques, which shall include all expenditures that will be required of Owner and a reasonable allowance for Owner's contingency. (d) A plan for the efficient and effective communication of information between Owner, Architect, Construction Manager and each Contractor (the "Communications Plan"). The Communications Plan shall include payment procedures, be compatible with the accounting practices of Owner and shall provide reports and documents in the format and in the frequency required by Owner. CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 8 NEW MERIDIAN CITY HALL C:\DOCUWNTS AND SETTINGS\PKERSFUSNIK\LOCAL SETTINGS\17;MPORARY INTERNET FILES\0LK23B\CM AGR- PETRA GP04.DOC (e) A plan for managing the quality each Contractor's Work (the " ualit Management Plan"); and (f) Construction Manager understands that the Owner's maximum price for the construction of the Project is Twelve Million Two Hundred Thousand and No/ l 00ths Dollars ($12,200,000.00) (the "Project Budget"). 4.4.2 Owner shall timely review and approve or disapprove the documents set forth above. If Owner disapproves any document, Owner shall set forth the reasons therefor in writing. Construction Manager shall then revise the disapproved document as required by the reasons for disapproval and resubmit the revised document to Owner for approval, which approval shall not be unreasonably withheld or delayed. This process shall repeat until Owner approves the documents set forth above. 4.4.3 If the Preliminary Price Estimate developed pursuant to Section 4.4.1(c) exceeds the Project Budget provided by Owner to Construction Manager in Section 4.4.1(f), Owner may require Construction Manager, with no increase in the not -to -exceed allowance for preconstruction services set forth in Section 6.2.2(a) below, to (i) consult with Owner and Architect to identify cost saving measures and (ii) assist Architect in revising the Preliminary Design to reflect approved cost savings measures, and (iii) revise the Preliminary Cost Estimate to reflect the anticipated savings from approved cost savings measures, as necessary to bring the Preliminary Cost Estimate below the Project Budget. Absent clear and convincing evidence of gross negligence, and provided Construction Manager completes its obligations under this Section, Construction Manager shall not be financially responsible to Owner for the failure of the Preliminary Cost Estimate to be within the Project Budget. 4.5 Construction Documents Phase During the Construction Documents phase, Construction Manager shall complete the followings tasks: 4.5.1 Make recommendations for revision to the Construction Management Plan and submit them to Owner for review. Revise the Construction Management Plan to include revisions approved by Owner. 4.5.2 Monitor compliance with the Project Schedule, which shall include periodical progress reports and immediate reports of material deviations from the Project Schedule for the design phase. 4.5.3 Review the Construction Documents at appropriate intervals during their preparation to make recommendations to Owner and Architect as their constructability, cost-effectiveness, clarity, consistency and coordination. This review shall include peer reviews by electrical, mechanical, structural and architectural professionals for up to two (2) work days per discipline. CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 9 NEW MERIDIAN CITY HALL C:\DOCUMENTS AND SETTINGS\PKERSMSMK\LOCAL SETTINGS\TEMPORARY INTERNET FILES\OLK23B\CM AGR- PETRA GPO4.DOC 4.5.4 Construction Manager shall, with the assistance of Architect, prepare documents necessary for the clear separation of the Work into the various bid packages as set forth in the Construction Management Plan. 4.5.5 Conduct such Project meetings as required for the timely completion of the Project; 4.5.6 Keep and distribute minutes as required in Construction Management Plan and Communications Plan; 4.5.7 Coordinate transmittal of documents to regulatory agencies and advise Owner of potential solutions to problems encountered; 4.5.8 Prepare value analysis studies on major construction components as requested by Owner. 4.5.9 As soon as practical after Architect's submission of the Construction Documents and in accordance with the Project Schedule, Construction Manager shall submit to Owner a final written estimate of the anticipated price for constructing the Project (the "Final Cost Estimate"). The Final Cost Estimate shall be detailed and shall be divided into bid packages and work categories. If the Final Cost Estimate exceeds the Maximum Price, Owner may require Construction Manager, with no increase in the not -to -exceed allowance for preconstruction services set forth in Section 6.2.2(a) below, to (i) consult with Owner and Architect to identify cost savings measures, (ii) assist Architect in revising the Construction Documents to reflect approved cost savings measures, and (iii) revise the Final Cost Estimate to reflect the anticipated savings from approved cost savings measures, as necessary to bring the Final Cost Estimate below the Maximum Price. Absent clear and convincing evidence of gross negligence, and provided Construction Manager completes its obligations under this Section, Construction Manager shall not be financially responsible to Owner for the failure of the Final Cost Estimate to be within the Maximum Price. 4.6 Bidding Phase. 4.6.1 Construction Manager shall assist Owner in preparing bid packages contemplated by the Construction Management Plan, preparing and placing notices and advertisements to solicit bids, delivering bid documents to bidders, tracking bid documents and bidders, answering bidders questions; reviewing addenda, holding a pre-bid conference if required, reviewing bids or proposals for construction, and determining the selected bidders. 4.6.2 If the lowest bids from qualified bidders exceeds the Maximum Price, Owner may require Construction Manager, with no increase in the not -to -exceed allowance for preconstruction services set forth in Section 6.2.2(a) below, to (i) consult with Owner and Architect to identify cost savings measures, (ii) assist Architect in revising the Construction Documents to reflect approved cost savings measures, and (iii) rebid the Work, as necessary to bring the Final Cost Estimate below the Maximum Price. Absent clear and convincing evidence of gross negligence, and provided Construction Manager completes its CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 10 NEW MERIDIAN CITY HALL C:00CUMENTS AND SETTRJGS\PKERSWSNIK\LOCAL SETTINGS\TENTORARY INTERNET FILES\0LK23B\CM AGR- PETRA GP04.Doc obligations under this Section, Construction Manager shall not be financially responsible for the failure of the Project to bid within the Maximum Price. 4.6.3 As appropriate, Construction Manager shall bid or select the providers of "general conditions" items designated for procurement by the Construction Manager under the Construction Management Plan. 4.7 Construction Phase. During construction of the Project, from commencement of construction activities until final payment to all Contractors, Construction Manager shall have and perform the following duties, obligations, and responsibilities: 4.7.1 Construction Manager shall have and perform those duties, obligations and responsibilities set forth in the construction agreements between Owner and each Contractor (the "Construction Contracts"). Construction Manager hereby acknowledges that it has received, reviewed, and studied the forms that Owner intends to use for the Construction Contracts, and the same is herein incorporated by reference. Construction Manager acknowledges that Owner may modify the Construction Contracts, and that such modified Construction Contracts shall be applicable to this Agreement; provided, however, to the extent such modified Construction Contracts are materially are inconsistent with the terms of this Agreement, this Agreement shall control as between Owner and Construction Manager. 4.7.2 Construction Manager shall, as contemplated herein and in the Construction Contract, but not otherwise, act on behalf and be the agent of Owner throughout construction of the Project. Instruction, directions, and other appropriate communications from Owner to Architect and each Contractor shall be given by Construction Manager. 4.7.3 Construction Manager shall monitor, update, implement, make recommendations on, and report to Owner on compliance with, the Construction Management Plan, Project Schedule and Project Budget. 4.7.4 Construction Manager shall conduct Project meetings as required for the timely completion of the Project in accordance with the Project Schedule, and shall keep and distribute minutes as required in the Construction Management Plan and Communications Plan. 4.7.5 Construction Manager shall verify that the required permits, bonds, and insurance have been obtained. 4.7.6 Construction Manager shall require each Contractor to prepare and submit to Construction Manager for general review a safety program and a quality assurance plan in conformance with the Contract Documents and the Quality Management Plan. Construction Manager shall promptly report to Owner regarding whether or not the safety program and quality assurance plan proposed by each Contractor conforms to the Contract Documents the Quality Management Plan. Construction Manager shall review each safety program and each quality assurance plan to determine that the programs and plans of the various CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 11 NEW MERIDIAN CITY HALL C:\DOCUMENTS AND SETTMGS\PKERSFRSNIK\LOCAL SETTINGS\TEMPORARY INTERNET FILES\OLK23B\CM AGR - PETRA GP04.DOC Contractors performing Work at the Site, as submitted, provide for coordination among the Contractors for the portions of the Work each will perform. Construction Manager shall monitor each Contractor's compliance with the safety program and quality assurance plan and report to Owner promptly concerning any deviation therefrom along with recommendations for correction. Construction Manager shall be responsible for coordinating the Contractors for each portion of the Work. 4.7.7 Upon receipt, Construction Manager shall carefully review and examine each Contractor's schedule of values ("Schedule of Values"), together with any supporting documentation or data that Owner, Construction Manager or Architect may require from the Contractor. The purpose of such review and examination shall be to protect Owner from an unbalanced Schedule of Values that allocates greater value to certain elements of the Work than is indicated by such supporting documentation or data or than is reasonable under the circumstances. If the Schedule of Values is not found to be appropriate, or if the supporting documentation or data is deemed to be inadequate, and unless Owner directs Construction Manager to the contrary in writing, the Schedule of Values shall be returned to the Contractor for revision or supporting documentation or data. After making such examination, if the Schedule of Values is found to be appropriate as submitted, or if necessary, as revised, Construction Manager shall sign the Schedule of Values thereby indicating its informed belief that the Schedule of Values constitutes a reasonable, balanced basis for payment of the Contract Price to the Contractor. Construction Manager shall not sign such Schedule of Values in the absence of such belief unless directed to do so, in writing, by Owner. 4.7.8 Construction Manager shall promptly examine, study, approve or otherwise respond to each Contractor's shop drawings and other submittals. Construction Manager's approval of such submittal shall constitute its representation to Owner that such submittal is in general conformance with the Construction Documents, Construction Management Plan and Project Schedule. After Construction Manager's review, Construction Manager shall promptly forward such submittals to Architect, with Construction Manager's comments attached, for review, approval, rejection or other response. Construction Manager shall promptly forward information or actions received from Architect to the appropriate Contractor. 4.7.9 Construction Manager shall carefully observe the Work of each Contractor whenever and wherever necessary, and shall, at a minimum, observe Work at the Project site no less frequently than each standard workday. The purpose of such observations shall be to determine the quality and quantity of the Work in comparison with the requirements of the Construction Contract. In making such observations, Construction Manager shall protect Owner from continuing deficient or defective Work, from continuing unexcused delays in the schedule, and from overpayment to a Contractor. Following each observation, Construction Manager shall submit a written report of such observation to Owner and Architect together with any appropriate comments or recommendations. 4.7.10 Construction Manager shall reject, in writing, any Work of a Contractor that is not in compliance with the Construction Documents unless otherwise directed by Owner in writing. CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 12 NEW MERIDIAN CITY HALL C:\DOCUNfENTS AND SETTINGS\PKERSI-0SNIK',.LOCAL SETTFNGS`TEMPORARY INTERNET FILES\OLK23B\CM AGR - PETRA GP04.DOC 4.7.11 Construction Manager shall procure, for reimbursement by Owner pursuant to Section 6.2.3 below, those "general conditions" items identified for procurement by the Construction Manager in the Construction Management Plan. 5. SCHEDULE. 5.1 Schedule of Performance. Construction Manager shall commence the performance of its obligations under this Agreement upon Owner's notice to proceed and shall diligently and expeditiously continue its performance in accordance with the Project Schedule until all services hereunder have been fully completed. The time limits established by the Project Schedule are of the essence and shall not be exceeded by Construction Manager without Owner's prior written consent or as permitted in Section 5.2 below. 5.2 Delays. If Construction Manager is delayed at any time in progress of its services under this Agreement by an act or neglect of Owner, or an employee of Owner, or of a separate contractor employed by Owner, or by changes in its scope of work, unavoidable casualties, or other causes beyond Construction Manager's reasonable control or by other causes which Owner determines may justify the delay, then the Project Schedule shall be equitably adjusted for such reasonable time as Owner may determine to be appropriate for the extent of the delay. Construction Manager's sole right and remedy against Owner shall be an extension of time and reimbursable expenses pursuant to Section 6.2 unless such delay is caused by acts of Owner constituting active interference with Construction Manager's performance, and only to the extent such acts continue after Construction Manager furnishes Owner with written notice of such interference. In the event of delay from active interference by Owner, Construction Manager's sole right and remedy shall an equitable adjustment in its compensation pursuant to Article 7 below. 6. COMPENSATION 6.1 Construction Manager's Fee. As full compensation for Construction Manager's performance under this Agreement, Owner agrees to pay Construction Manager a fee of Five Hundred Seventy-four Thousand and No/100ths Dollars ($574,000.00) (the "Construction Manager's Fee") plus reimbursable expenses set forth in Section 6.2 below. For purposes of progress payments, Construction Manager's compensation shall be divided into the following phases: Development Strategies Phase Site Preparation Phase Preliminary Design Phase Construction Documents Phase Bidding Phase Construction Phase Five Percent ( 5%) Five Percent ( 5%) Ten Percent ( 5%) Twenty Percent (20%) Five Percent ( 5%) Sixty Percent (60%) CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) NEW MERIDIAN CITY HALL C:\DOCUMENTS AND SETTINGS\PKERSMSNUCTOCAL SETTINGS\TENDORARY INTERNET FILES\0LK23B\CM AGR- PETRA GP04.DOC PAGE 13 The Construction Manager's Fee includes Construction Manager's overhead, profit, home office expenses, transportation expenses and field office supplies and expenses, such as communications (i.e., telephones, cell phones, facsimiles) and photocopies. The Construction Manager's Fee also includes the necessary and appropriate principal level management of the Project, the efforts of the Project Manager (identified in Section 6.2 below) during the construction phase, and clerical support. 6.2 Reimbursable Expenses. 6.2.1 Professional Staff Reimbursables. Owner shall reimburse Construction Manager for the direct personal expense (i.e., payroll plus related taxes, insurance and customary benefits) of certain professional staff when actively working in furtherance of the Project. Those certain professional staff and their rates are identified below: Position Name Rate Per Hour Project Manager Gene R. Bennett $63.50 Project Engineer Wesley Bettis, Jr. $45.90 Project Superintendent Gene Landon $40.40 Project Foreman Brian Weinaught $22.90 6.2.2 If any of the professional staff identified above leaves the employment of Construction Manager or otherwise becomes unavailable, the Construction Manager shall promptly submit the name, rate and qualifications of a suitable replacement to Owner for approval, which approval shall not be unreasonably withheld. Construction Manager guarantees that the efforts of the reimbursable professional staff will not exceed the amounts set forth in subsections (a) below for preconstruction services (i.e., the services specifically set forth in Sections 4.2 to 4.6 above) and subsection (b) below for construction services (i.e., the services specifically set forth in Section 4.7 above). If the size (i.e., 80,000 square feet), complexity (i.e., four story, surface parking), Owner's schedule (i.e., six months Preconstruction Phase Services, eighteen months Construction Phase Services), Project Budget (i.e., $12,200,000.00), procurement method (i.e., no long lead time and/or expedited materials), and/or bidding process (i.e., two bid packages, no rebids) materially changes, Owner and Construction Manager agree that the not -to -exceed limits set forth below shall be adjusted up or down accordingly based upon the actual number of hours worked in furtherance of the change by the Project Manager, Project Engineer, Project Superintendent, and Project Foreman. (a) Preconstruction Phase Services An amount not -to -exceed Twenty-nine Thousand Eight Hundred Eighteen and No/100ths Dollars ($29.818.00), which is based on the following expected efforts over a six (6) month period for preconstruction services: Position Months Hrs/Mo. Rate/hour Cost . Project Manager 6 32 $63.50 $12,192 Project Engineer 6 64 $45.90 $17.626 Total $29,818 CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 14 NEW MERIDIAN CITY HALL C:\DOCUMENTS AND SETTINGS\PKERSHISMK\LOCAL SETTINGS\TEMPORARY INTERNET FILES\0LK23B\CM AGR - PETRA GP04.DOC (b) Construction Phase Services An amount not -to -exceed Two Hundred Forty-nine Thousand Nine Hundred Ninety-four and No/100ths Dollars ($249,994.00), which is based on the following expected efforts over a eighteen (18) month period for construction services: Position Months Hrs/Mo. Rate/hour Cost Project Manager 18 32 $63.50 In CMF Project Engineer 18 64 $45.90 $ 52,877 Project Superintendent 18 173 $40.40 $125,806 Project Foreman 18 173 $22.90 $ 71.311 Total $249,994 6.2.3 "General Conditions" Reimbursables. Owner shall reimburse Construction Manager for the "general conditions" items designated for procurement by the Construction Manager under the Construction Management Plan at the cost thereof incurred by the Construction Manager. 6.2.4 Records of Reimbursable Expenses. Construction Manager shall maintain full and detailed records of all reimbursable expenses and exercise such controls as may be necessary for proper financial management and control of the Project. Such records shall be made available for inspection by Owner during normal business upon three (3) days notice. Construction Manager shall maintain such records for a period of five (5) years from the completion or termination of Construction Manager's services under this Agreement. 6.3 Payments. 6.3.1 As a condition precedent for any payment due under this Article 0, Construction Manager shall submit to Owner a monthly application for payment no later than the fifth day of the calendar month for services properly rendered and reimbursable expenses properly incurred during the preceding month. The Construction Manager's Fee earned shall be calculated as a percentage of each phase completed. Reimbursable expenses shall be separately itemized and supported by invoices, timesheets or other data substantiating Construction Manager's right to payment as Owner may require. Hourly services shall be described with reasonable particularity each service rendered, the date thereof, the time expended, and the persons rendering such service. Each invoice shall be signed by Construction Manager, which signature shall constitute Construction Manager's representation to Owner that (i) the services indicated in the invoice have reached the level stated and have been properly and timely performed, (ii) the reimbursable expenses included in the invoice have been reasonably incurred in accordance with this Agreement or otherwise approved by Owner in writing, (iii) all obligations of Construction Manager covered by prior invoices have been paid in full, and (iv) the amount requested is currently due and owing, there being no reason known to Construction Manager that payment or any portion thereof should be withheld. Submission of Construction Manager's invoice for final payment shall further constitute Construction Manager's representation to Owner that, upon receipt by Owner of the amount invoiced, all obligations of Construction Manager to others, including its consultants, incurred in connection with the CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 15 NEW MERIDIAN CITY HALL C:\DOCUMENTS AND SETTINGSTKERSIQSNIK\LOCAL SETTINGS\TEMPORARY INTERNET FILES\OLK23B\CM AGR - PETRA GP04.DOC Project, will be paid in full. During the construction phase, Construction Manager shall present its statement of services to Owner concurrently with the approved Certificates for Payment, when possible. 6.3.2 Owner shall pay Construction Manager sums properly invoiced within 30 days of Owner's receipt of such invoice. If payment is not made within thirty (30) days, the outstanding balance shall bear interest at the rate of .75% per month until paid. 7. CHANGES Changes in Construction Manager's services (not involving a cardinal change to the scope of the services) may be accomplished after the execution of this Agreement upon Owner's request or if Construction Manager's services are affected by any of the following: (a) A change in the instructions or approvals given by Owner that necessitate revisions to previously prepared documents or the reperformance of previously performed services; (b) Significant change to the Project, including, but not limited to size, quality, complexity, Owner's schedule, budget or procurement method; (c) Construction Manager performs additional services because of active Owner interference pursuant to Section 5.2 above, or (d) Preparation for and attendance at a dispute resolution proceeding or a legal proceeding except where Construction Manager is a party thereto or where the Construction Manager's performance is an issue in such proceeding. Except as otherwise set forth in this Agreement, if any of the above circumstances materially affect Construction Manager's services, Construction Manager shall be entitled to an equitable adjustment in the Schedule of Performance, the Construction Manager's Fee and/or the not -to - exceed limits for reimbursable expenses, as mutually agreed by Owner and Construction Manager. Prior to providing any additional services, Construction Manager shall notify Owner of the proposed change in services and receive Owner's approval for the change. Except for a change due to the fault of Construction Manager, a change shall entitle Construction Manager to an equitable adjustment in the Schedule of Performance, Construction Manager's Fee and/or the not -to -exceed limits for reimbursable expenses as mutually agreed by Owner and Construction Manager. 8. CLAIMS. 8.1 Claims. In the event that any claim, dispute or other matter in question between Owner and Construction Manager arising out of or related to this Agreement or the breach hereof (a "Claim"), Owner and Construction Manager shall first endeavor to resolve the Claim through direct discussions. Claims must be initiated by written notice. The responsibility to substantiate CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 16 NEW MERIDIAN CITY HALL C:\D0C[1MENTS AND SETTINGS\PKERSHISNIK\LOCAL SETTINGS\'TEMPORARY INTERNET FILES\OLK23B\CM AGR - PETRA GPO4.DOC Claims rests with the party making the Claim. Except as otherwise agreed in writing, Construction Manager shall continue to diligently perform its obligations under this Agreement and Owner shall continue to make payments in accordance with this Agreement pending the final resolution of any Claim. Construction Manager acknowledges that Owner's ability to evaluate a Claim depends in large part on Owner being able to timely review the circumstances of the Claim. Therefore, Construction Manager agrees that it shall submit a Claim to Owner by written notice no later than twenty-one (21) calendar days after the event or the first appearance of the circumstances giving rise to the Claim, and that such written notice shall set forth in detail all facts and circumstances supporting the Claim. 8.2 Mediation. All Claims shall be subject to mediation as a condition precedent to the institution of legal or equitable proceedings by either party. Request for mediation shall be filed in writing with the other party to this Agreement. The request may be made concurrently with the filing of a legal or equitable proceeding but, in such event, mediation shall proceed in advance of legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. The parties shall endeavor to mutually agree on an independent, professional mediator within 15 days of the request for mediation. The parties shall endeavor to have the mediation completed within 60 days of the request for mediation. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. Owner and Construction Manager agree that all parties with an interest in a Claim being mediated may be included in the mediation, including, but not limited to, Architect and Contractors. 9. SUSPENSION AND TERMINATION 9.1 Suspension by Owner For Convenience. Owner may order Construction Manager in writing to suspend, delay, or interrupt the performance of this Agreement, or any part thereof, for such period of time as Owner may determine to be appropriate for its convenience and not due to any act or omission of Construction Manager. In that event, Construction Manager shall immediately suspend, delay or interrupt the performance of this Agreement, or that portion of this Agreement, as ordered by Owner. On the resumption of Construction Manager's services, Construction Manager's Fee and Project Schedule shall be equitably adjusted for reasonable costs and delay resulting from any such suspension. 9.2 Termination by Owner for Convenience. Upon written notice to Construction Manager, Owner may, without cause, terminate this Agreement. Construction Manager shall follow Owner's instructions regarding shutdown and termination procedures, strive to mitigate all costs and stop the performance of its services. Upon such termination, Construction Manager shall invoice Owner for all services actually performed and any reasonable costs or expenses incurred by Construction Manager in CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 17 NEW MERIDIAN CITY HALL CADOCIIMPNTS AND SETTINGS\PKERSFRSNIKUACAL SETTINGS\TEMPORARY INTERNET FILES\0LK23B\CM AGR- PETRA GP04.DOC connection with the termination (such as services necessary to shutdown performance), but not lost profits, unabsorbed overhead or lost opportunity). 9.3 Termination by Owner for Cause. If Construction Manager fails to fully and faithfully perform its duties and responsibilities under this Agreement, Owner may give Construction Manager written notice of such failure and Owner's intent to terminate Construction Manager's services if Construction Manager fails to commence and diligently continue satisfactory correction of such failure within ten (10) days. If Construction Manager fails to commence and diligently continue satisfactory correction of the failure within such 10 -day period, Owner may terminate Construction Manager's services by written notice. Upon such termination, Construction Manager shall not be entitled to receive further payment until the Project is finished. If the unpaid balance of Construction Manager's Fee exceeds costs of finishing Construction Manager's services and other damages incurred by Owner, such excess shall be paid to Construction Manager. If such costs and damages exceed the unpaid balance, Construction Manager shall pay the difference to Owner. 9.4 Termination by Construction Manager. Upon ten (10) days' prior written notice to Owner, Construction Manager may terminate this Agreement if (i) the progress of the Project has been suspended by Owner for convenience for a period of ninety (90) days through no fault of Construction Manager; (ii) Owner fails to pay Construction Manager in accordance with this Agreement and Construction Manager has not defaulted; or (iii) Owner otherwise breaches this Agreement or fails to perform its duties and responsibilities under this Agreement and Owner has failed to cure the breach or failure to perform within ten (10) days after Construction Manager provides such written notice of the breach or failure to perform to Owner. Upon such termination, Construction Manager shall invoice Owner for all services actually performed and any reasonable costs or expenses incurred by Construction Manager in connection with the termination (such as services necessary to shutdown performance), but not lost profits, unabsorbed overhead or lost opportunity). 10. GENERAL PROVISIONS 10.1 Ownership of Work Product. All documents prepared by Construction Manager for the Project shall become and be the sole property of Owner, and Owner shall be deemed to be Owner of all common law, statutory and other reserved rights thereto, including copyrights. Construction Manager may keeps copies of such documents for its records and for its future professional endeavors. 10.2 Insurance. 10.2.1 Errors and Omissions Liability. Construction Manager shall provide errors and omissions liability insurance on an aggregate limits "claims made" basis in an amount not less than Two Million Dollars ($2,000,000). Construction Manager shall either (i) maintain the specified levels of aggregate limits "claims made" insurance for no less than three CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 18 NEW MERIDIAN CITY HALL CADOCU LINTS AND SETTINGS\PKERSHISNIK\LOCAL SETTINGS\TEMPORARY INTERNET FILES\0LK23B\CM AGR- PETRA GP04.DOC years after completion or termination of Construction Manager's services under this Agreement, or (ii) provide tail coverage for claims, demands or actions reported within six (6) years after completion or termination of Construction Manager's services under this Agreement for acts or omissions during the term of this Agreement. 10.2.2 General Commercial Liability. Construction Manager shall maintain at all times commercial general liability insurance and excess liability coverage on occurrence form basis (standard, unmodified) with products and completed operations coverage in an amount not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) annual aggregate. 10.2.3 Worker's Compensation. Construction Manager will maintain at all times such worker's compensation and employer's liability coverage insurance as required by the laws of the State in which the Project is located and any other state in which Construction Manager or its employees perform services for Owner. The policy must be endorsed to include a waiver of subrogation. 10.2.4 Additional Insureds. Upon Owner's request, Construction Manager shall have Owner and Owner's lender, if any, named as additional insureds under all Construction Manager's liability insurance policies (not including errors and omissions and workers' compensation insurance). 10.2.5 Certificates of Insurance. Construction Manager shall provide certificates of insurance issued by the insurer to Owner for each policy required under this Section 10.1 and, if requested by Owner, copies of each insurance policy. Each certificate issued to Owner shall contain the following covenant of the issuer: "Should any of the above described policies be cancelled before the expiration date thereof, the issuing company will mail 30 days written notice to the certificate holder." 10.2.6 Construction Manager's Consultants. Construction Manager shall require its consultants to maintain at all times insurance coverages consistent with the consultant's role on the Project and reasonably acceptable to Owner. 10.3 Payment and Performance Bonds. If and when requested by Owner, Construction Manager shall provide Owner with a payment and performance bond or bonds in the amounts requested by Owner to secure the construction manager's obligations hereunder. The cost of such bond or bonds shall be a reimbursable expense pursuant Section 6.2.3 above. 10.4 Recitals and Exhibits. The recitals above and the exhibits referred to in this Agreement and attached hereto are incorporated into the agreement as if set out in full in the body of the Agreement. In the event of a conflict between any exhibit and the body of this Agreement, the Agreement shall control. CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 19 NEW MERIDIAN CITY HALL C:\DOCUNENTS AND SETTINGS\PKERSMSNIK\LOCAL SETTINGS\TEMPORARY INTERNET F1LES\0LK23B\CM AGR- PETRA GP04.DOC 10.5 Counterparts; Facsimile Transmission. This agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this agreement via facsimile transmission shall be as effective as delivery of an original signed copy, provided that an original signed copy shall be delivered to the party entitled thereto within five (5) business days after such facsimile transmission. 10.6 Attorneys' Fees. In the event of any controversy, claim or action being filed or instituted between the parties to this agreement to enforce the terms and conditions of this agreement or arising from the breach of any provision hereof, the prevailing party will be entitled to receive from the other party all costs, damages, and expenses, including reasonable attorneys' fees, incurred by the prevailing party, whether or not such controversy or claim is litigated or prosecuted to judgment. The prevailing party will be that party who was awarded judgment as a result of trial or arbitration and determined to be the prevailing party by the judge or arbitrator. 10.7 Governing Law. This agreement shall be governed by the laws, including conflicts of laws, in the State of Idaho as an agreement between residents of the State of Idaho and to be performed within the State of Idaho. 10.8 Venue. As a material part of the consideration for this agreement, each of the parties hereto agrees that in the event any legal proceeding shall be instituted between them, such legal proceeding shall be instituted in the courts of Ada County, State of Idaho, and each of the parties hereto agrees to submit to the jurisdiction of such courts. 10.9 Grammatical Usage. In construing this agreement, feminine or neuter pronouns shall be substituted for those masculine in form and vice versa, plural terms shall be substituted for singular and singular for plural in any place in which the context so requires, and the word "including" shall be construed as if the words "but not limited to" appear immediately thereafter. 10.10 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. Construction Manager shall not assign its rights hereunder, nor shall it delegate any of its duties hereunder, without the written consent of Owner. Owner may assign this Agreement to any affiliated entity or to any lender providing construction financing without Construction Manager's prior written consent. Construction Manager agrees to execute all consents reasonably required to facilitate CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 20 NEW MERIDIAN CITY HALL C:\DOCUNENTS AND SETTINGS\PKERSFQSNIK\LOCAL SETTINGS\TEMPORARY INTERNET FILES\OLK23B\CM AGR- PETRA GP04.DOC such an assignment. If either party makes such an assignment, that party shall nevertheless remain legally responsible for all obligations under this Agreement, unless otherwise agreed by the other party. 10.11 Headings. The headings contained in this agreement are for reference purposes only and shall not in any way affect the meaning or interpretation hereof. 10.12 Additional Acts. Except as otherwise provided herein, in addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered by the parties, the parties hereby agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered any and all such further acts, deeds and assurances as any party hereto may reasonably require to consummate the transaction contemplated hereunder. 10.13 Time of Essence. All times provided for in this agreement, or in any other document executed hereunder, for the performance of any act will be strictly construed, time being of the essence. 10.14 Notice. All notice between the parties shall be deemed received when personally delivered or when deposited in the United States mail postage prepaid, registered or certified, with return receipt requested, or sent by telegram or mail -o -gram or by recognized courier delivery (e.g. Federal Express, Airborne, Burlington, etc.) addressed to the parties, as the case may be, at the address set forth below or at such other addresses as the parties may subsequently designate by written notice given in the manner provided in this Section: Owner: To be determined by Owner. Upon Owner's selection of its authorized representative, Owner will provide Architect the name and contact information for such representative. With a copy to: Office of the City Clerk City of Meridian 33 East Idaho Avenue Meridian, Idaho 83642-2300 Telephone: 208-888-4433 Facsimile: 208-884-8119 Email: bergw@meridiancity.org City Attorney's Office City of Meridian CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 21 NEW MERIDIAN CITY HALL C:\DOCUMENTS AND SETTINGS\PKERSIUSNIK\LOCAL SETTINGS\TEMPORARY INTERNET FILES\OLK2313\CM AGR- PETRA GPO4.DOC 33 East Idaho Avenue Meridian, Idaho 83642-2300 Telephone: 208-898-5506 Facsimile: 208-884-8723 Email: bairdt@meridiancity.org Construction Manager: Gene R. Bennett, Project Manager PETRA INCORPORATED 9056 W. Blackeagle Drive Boise, Idaho 83709 Telephone: 208-323-4500 Facsimile: 208-323-4507 Mobile: 208-860-7531 Email: gbennett@petrainc.net With a copy to: Patrick C. Kershisnik, Esq. PETRA INCORPORATED 9056 W. Blackeagle Drive Boise, Idaho 83709 Telephone: 208-323-4500 Facsimile: 208-323-4507 Mobile: 208-860-7531 Email: pkershisnik@petrainc.net 10.15 Rights and Remedies Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other rights or remedies for the same default or any other default by the other party. In the event of a default, the parties have all of the rights and remedies afforded in law or in equity, except as provided herein to the contrary. 10.16 Third -Party Beneficiaries. Nothing contained herein shall create any relationship (contractual or otherwise) with, or any rights in favor of, any third party. Construction Manager's duties and responsibilities shall not relieve any other party, including Construction Manger and Contractors, from their duty to fully and faithfully perform their contractual and other obligations to Owner. 10.17 Integration; Waivers. This is the entire agreement between the parties with respect to the matters covered herein and supersedes all prior agreements between them, written or oral. This Agreement may be modified only in writing signed by both parties. Any waivers hereunder must be in writing. No waiver of any right or remedy in the event of default hereunder shall constitute a waiver of such right or remedy in the event of any subsequent default. CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 22 NEW MERIDIAN CITY HALL C:\DOCUMENTS AND SETTINGS\PKERSFRSNIK,LOCAL SETTINGS\TEMPORARY INTERNET FILES\OLK23B\CM AGR - PETRA GP04.DOC 10.18 Severability. If any term or provision of this agreement shall, to any extent be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this agreement shall not be affected thereby, and each term and provision of this agreement shall be valid and be enforceable to the fullest extent permitted by law; and it is the intention of the parties hereto that if any provision of this agreement is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, the provision shall have the meaning which renders it valid. [end of text] CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 23 NEW MERIDIAN CITY HALL C:OOCLTN ENTS AND SETTWGS\PKERSEQSMK\LOCAL SETTINGS\TEMPORARY INTERNET FILES\0LK23B\CM AGR- PETRA GP04.DOC The parties have executed this Agreement effective as of the date first set forth above. "Owner" CITY OF MERIDIAN, an Idaho municipal corporation ATTEST: William G. Berg, Jr. City Clerk Date: 9-9-06 - By.— Tamm e eerd Mayo Date: g —;7-49 6 GI� "Construction Manager" PETRA INCORPORATED, an Idaho corporation CEO =�� CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR NEW MERIDIAN CITY HALL C:\DOCUMENTS AND SETTEVGS%PKERSFRSNIK\LOCAL SETTINGSITENVORARY INTERNET FILES\OLK23B\CM AGR- PETRA GP04. DOC PAGE 24 STATE OF IDAHO ) ss County of Ada ) On this q` day of Ire 0 2006, before me, a Notary Public, personally appeared TAMMY DE WEERD and WILLIA G. BERG, JR. known or identified to me to be the MAYOR and CITY CLERK, respectively, of the CITY OF MERIDIAN, who executed the instrument or the person that executed the instrument of behalf of said City, and acknowledged to me that such City executed the same. (SEAL) STATE OF IDAHO ) ss County of Ada ) Shv Notary Public for Idaho Residing at: 0� tb Gz -: d Commission expires: /t -- / S--- (( On thisday of Ages, 2006, before me, a Notary Public, personally appeared JERRY S. FRANK, known or Identified to me to be the CEO of PETRA INCORPORATED, an Idaho corporation, who executed the instrument or the person that executed the instrument of behalf of such corporation, and acknowledged to me that such corporation executed the same. f 4 G YE CU4+,. o •, f4�rjll? (SEAL) No ublic for IdahoResiding at: pC *; Commission expires:p o ''tett_ up ID �° CONSTRUCTION MANAGEMENT AGREEMENT (CONSTRUCTION MANAGEMENT ADVISOR) PAGE 25 NEW MERIDIAN CITY HALL C:\DOCUMENTS AND SETTINGS\PKERS1RSNIK\L0CAL SETT NGS\TEMPORARY INTERNET FILES\0LK23B\CM AGR - PETRA GPO4.DOC ADA COUNTY RECORDER J. DAVID NAVARRO AMOUNT 18.00 6 +. Z � % 7 %/ BOISE IDAHO 08/10/06 04:22 PM DEPUTY Gall Garrett V RECORDED -REQUEST OF First American 106128228 EXHIBIT "A" PUBLIC PARKING LOT EASEMENT THIS PUBLIC PARKING LOT EASEMENT (the "Easement"), is made and entered into this 3,r d. day of , 2006, by and between Dave and Karen Buich, husband and wife, hereinafter referred to s "Buich" or "Grantor" and THE CITY OF MERIDIAN, an Idaho Municipal Corporation, hereinafter referred to as "City" or "Grantee." WITNESSETH: FOR GOOD AND SUFFICIENT CONSIDERATION, IT IS AGREED: SECTION 1. Recitals. 1.1 Grantor owns the real property located in Ada County, Idaho more particularly described as Lot 20 of the Amended Plat of Block No. 1 of the townsite of Meridian located in the SW 1/4 of Section 7, T3N, RIE, Ada County, Idaho (referred to herein as "Lot 20"). Lot 20 is currently developed and used as the easterly portion of a public parking lot located at 55 E. Broadway Avenue, Meridian. 1.2 City operates a public parking lot on Lots 20 and 21, open for the use of the general public. Pursuant to the terms of a Public Right of Way easement (Ada County Instrument Number 106083740) the public parking lot also acts as a traffic circulation link between the terminus of an adjacent alley to the south of the parking lot and Broadway Avenue to the north. 1.3 As a condition of approving a real property exchange agreement between City and BUICH, City desires to obtain an easement from BUICH over and across Lot 20 so that Lot 20 will remain open to the public for parking lot and circulation purposes until such time as either adjacent property develops. SECTION 2. Grant and Authorized Use; Non-exclusive Easement,• Relocation. 2.1 Grantor hereby grants to CITY a perpetual easement in gross upon, over across and through Lot 20 for pedestrian and vehicular ingress, egress, and vehicle parking for the benefit of the general public. 2.2 The easement on Lot 20 is intended to be used in conjunction with the balance of the parking lot on Lot 21, owned by City. 2.3 Walls, buildings, curbs or other temporary or permanent structures will not be constructed on Lot 20 that would in any material way restrict or limit the easement granted herein for the purposes set forthrherein. Parking Lot Easement, page 1 SECTION 3. Improvements• Repair and Maintenance 3.1 CITY acknowledges that the improvements on the Servient are sufficient for the purposes of this easement and that no additional construction shall be required by Grantor as a condition of this Easement. 3.2 City agrees to maintain and repair the improvements at its sole cost and expense. SECTION 4. Indemnification. Subject to the provisions of, and limits of liability set forth in, the Idaho Tort Claims Act, CITY shall indemnify and hold harmless Grantor from and against all claims, actions or judgments and expenses (including, without limitation, reasonable attorneys' fees incurred by Grantor in defense thereof) for damages, injury or death caused by or arising out of the public's use of the Lot 20 for the purposes set forth in this Easement. Grantor shall indemnify and hold harmless CITY from and against all claims, actions or judgments and expenses (including, without limitation, reasonable attorneys' fees incurred by Grantor in defense thereof) for damages, injury or death caused by or arising out of the public or private use of Grantor's adjacent real property. SECTION 5. Attorneys Fees and Costs In any suit, action or appeal therefrom to enforce or interpret this Easement, the prevailing party shall be entitled to recover its costs incurred therein, including reasonable attorneys' fees. SECTION 6. Term; Extinguishment The term of this Easement is perpetual, unless amended or terminated by mutual agreement of the parties. However, this Easement shall automatically terminate in the event that either adjacent property develops (triggered upon the approval of a building permit) because the current configuration of the public parking lot will no longer be required and the essential purpose of this Easement shall no longer exist. The "adjacent properties" referred to in this section of this agreement are commonly known as the Buich parcel at the northeast corner of Main Street and Broadway, and the City Hall site on the Creamery parcel to the west of Lot 22. SECTION 7. Covenants Run with the Land. Throughout the term of this Easement, it shall be a burden upon Lot 20 and shall for the benefit of the general public, and shall run with the land. Parking Lot Easement, page 2 SECTION 8. Notices. All notices given pursuant to this Easement shall be in writing and shall be given by personal delivery, by United States Mail Certified, Return Receipt Requested, or other established express delivery service (such as Federal Express), postage or delivery charge prepaid, addressed to the appropriate party at the address set forth below. Grantor: Dave and Karen Buich 82 East State Street, Suite `B" Eagle, ID 83616 CITY: City of Meridian, Attention City Clerk 22 East Idaho Avenue Meridian, Idaho 83642 SECTION 9. Recordation. This Easement shall be recorded in the Official Real Property Records of Ada County, Idaho. Grantor covenants to CITY that the general public shall enjoy the quiet and peaceful possession of the Lot 20 for the purposes granted herein; and, (b) Grantor warrants to the CITY that Grantor is lawfully seized and possessed of the Lot 20 and has the right and authority to grant this Easement to CITY, or that such right and authority shall exist at the time this Easement is recorded in the Official Real Property Records of Ada County, Idaho. IN WITNESS WHEREOF, the undersigned have caused this Easement to be executed the day, month and year first set forth above. [END OF TEXT] Parking Lot Easement, page 3 KAREN BUICH Grantee CITY OF MERIDIAN cf Cid=.` 'Vdipmy rd, Mayor 1�1 e"17 Atte sg,- City Clerk 99 Parking Lot Easement, page 4 State of Idaho) ) ss. County of Ada) On this ,fU day ofACjS� in Notary Public the year 20L�, before me, in and for the State of Idaho, per onally appeared Dave Buich known or identified to me to be the person who executed this instrument and acknowledged to me that he executed the same. IN WITNE day and year irA SOT A* Ole' 4D t� State of Idaho ) ) ss. County of Ada) )F, I have hereunto set my hand and affixed my official seal the rst above written. No ary Public f the State of Idaho Residing at U`C , Idaho My Commission expires 101-7,6 O this J l day of &6� , in the year 2N6 before me, a Notary Public in and for the State of Idaho, personally appeared Karen Buich known or identified to me to be the person who executed this instrument and acknowledged to me that she executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. low IkA L, 4. *'. j .��•' ��° ®sC Not Public fir the State of Idaho '00 A* 1 Residing at0!t , Idaho My Commission ehires pUB LAG4. Parking Lot Easement, page 5 d State of Idaho) ) ss. County of Ada) On this {� day ofLL- V in the year 2006, before me, k tUl rYt - 41, , a Notary Public in and for the State of Idaho, personally appeared Tammy de Weerd and William Berg, know or identified to me to be the Mayor and City Clerk of the City of Meridian, Idaho, the persons who respectively executed and attested this instrument on behalf of said municipal corporation, and acknowledged to me that such municipal corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Parking Lot Easement, page 6 01 ( i(i)) Xn Notary Public for the State of Idaho Residing at 1%,� , Idaho My Commission expires