Loading...
Quitclaim Gift Deed Generations Plaza - Marie Whitesel Property196001210 ': E? ! l 0 BOISE iJ I d�- � 0AdL6t--- QUITCLAIM GIFT DEED 196 JH 5 AN l 1 53 F L For value received Marie H. Whitesel, Rriqt e Pk it�JwE-ST O Haasch/Whitesel Trust, the "Grantor," does hereby convey, release, remise, and forever quitclaim unto The City of Meridian, an Idaho municipal corporation, the "Grantee," whose complete mailing address is 33 East Idaho, Meridian, Idaho 83642, the following described premises situate in the County of Ada, State of Idaho, to wit: South Half (SM) of Lots One (1) and Two (2) of Block 5 of the Townsite of Meridian according to the Official Plat thereof, TOGETHER WITH all and singular the tenements, hereditaments and appurtenances thereunto belonging or in anyway appertaining. THE ABOVE-DESCRIBED PREMISES IS BEING CONVEYED BY THE GRANTOR TO THE GRANTEE AS IS AND WITH ALL FAULTS. DATED this 6 * day of � 1995. QUITCLAIM GIFT DEED - 1 HAASCH/WHITESEL TRUST . BY ✓���ilit�i %vTi"LL�� Marie H. Whitesel, Trustee Page 1 printed 11/02/95 at 9:32 am ,,, G:\CLIENT\05328\004\WHITESEL.00D STATE OF IDAHO ) ss. County of Kootenai ) On this -� day of 0(1 , 1995, before me, 6"'V t- - , the undersigned, a Notary Public in aY5d for said State, personally appeared MARIE H. WHITESEL, known or identified to me to be the Trustee of The Haasch/Whitesel Trust, the person who executed the within instrument on behalf of said Trust, and acknowledged to me that she executed the same on behalf of said Trust. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. F•:J� ryry ,,11 =y v QUITCLAIM GIFT DEED - 2 Notary bli for :W Residing at My commission expires, 199 Page 2 printed 11/02/95 at 9:32 am G:\CLIENT\05328\004\WHITESEL.QCD AGREEMENT THIS AGREEMENT is made this 1,9 4 day of 1995, by and between MARIE H. WHITESEL, Trustee of The Haasch/Whitesel Trust ("Trustee") and THE CITY OF MERIDIAN, an Idaho municipal corporation ("Meridian"). WITNESSETH: WHEREAS, Trustee is the owner of that certain real property located in Meridian, Ada County, Idaho, more particularly described as follows: South Half ( S%) of Lots One (1) and Two ( 2 ) of Block 5 of the Townsite of Meridian, according to the Official Plat thereof ("Subject Property"); and WHEREAS, Trustee desires to donate the Subject Property to Meridian; and WHEREAS, Meridian is willing to accept title to the Subject Property. NOW, THEREFORE, the parties hereto agree as follows: 1. Delivery of Reports. Meridian hereby acknowledges that Trustee has provided it with copies of the following: a. Market Analysis for 804 E. First Street, Meridian, Idaho dated March 21, 1995 prepared by Ownby & Company. b. Letter dated April 18, 1995 from Vicki Welker of Commercial Executives to Julie Weston. C. Limited Phase I environmental property assessment and attachments, dated March 17, 1995, prepared by Residuals Management Inc. (RMI). Page 1 1 _ printed 11/02/95 at 9:31 am G:\CLIENT\05328\004\WHITESEL.AGR d. Closure letter from Al Bennett dated November 27, 1989 indicating closure of the three gas tanks in July of 1972. e. Site map indicating sample locations. f. February 23, 1995 sample results. g. January 18, 1995 letter from Residuals Management, Inc., to Marie Whitesel and attached site map and sample results. h. February 1, 1995 letter from Residuals Management, Inc., to Julie Weston and attached sample results. i. OVM Head space readings dated February 21, 1995 taken by Residuals Management, Inc. 2. Meridian's Investigation. Meridian acknowledges that neither Trustee nor any of Trustee's agents, have made any representations of any material fact concerning the Subject Property; that it has had an adequate opportunity in order to inspect and investigate the Subject Property and to review all documents listed above; that it has made a thorough independent examination and inspection of the Subject Property; that it is relying solely upon its own examination and inspection of the Subject Property; that it is acquiring the Subject Property "As Is"; and that it is assuming all responsibility for the condition of the Subject Property, including any existing defects. 3. Trustee's Disclaimer of Warranties. Trustee makes no representations or warranties regarding the condition of the Page 2 2 —printed 11/02/95 at 9:31 am G:\CLIENT\05328\004\WHITESEL.AGR Subject Property, past uses of the Subject Property by the Trustee or by any previous owner or lessee of the Subject Property, or compliance with any federal, state or local environmental law, ordinance or regulation. 4. Meridian's Indemnification. If, as a result of any "Adverse Environmental Condition" of the Subject Property, Trustee is subjected to any liability whatsoever, Meridian hereby agrees to indemnify, defend and hold Trustee completely harmless against all such liability. "Adverse Environmental Condition" is defined as: a. The contamination of the soil, air or water (whether surface or groundwater) of the Subject Property by any "Hazardous Substance" or any other material regulated by any "Hazardous Substance Law"; b. The contamination of the soil, air or water (whether surface or groundwater) of any property adjoining the Subject Property due to a release upon the Subject Property of any "Hazardous Substance," or any other material regulated by any "Hazardous Substance Law"; C. The presence of any "Hazardous Substance" or any other material regulated by any "Hazardous Substance Law" now or hereafter stored or placed on the Subject Property. "Hazardous Substance" is defined as chemical, compound or material which is deemed a hazardous substance, hazardous waste, hazardous material, infectious waste or toxic substance, or any combination or formulation of substances defined, listed Page 3 3 _ printed 11/02/95 at 9:31 am G:\CLIENT\05328\004\WHITESEL.AGR or classified by reasons of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive carcinogenicity, extraction procedure toxicity, toxicity characteristic leaching procedure toxicity, petroleum, including crude oil and any fractions thereof; "hazardous waste," "restricted hazardous waste," and "waste" with the above stated properties, as defined in Idaho Code section 39-4403(8), (14), and (17) respectively; and any other chemical material or substance that because of its quantity, concentration, physical or chemical characteristics exposure to which is limited or regulated for health, safety, and environmental reasons by any governmental authority with jurisdiction, or which poses significant present or potential hazard to human health and safety or to the environment if released to the work place or environment. "Hazardous Substance Law" is defined as any federal, state or local statute, regulation, rule, ordinance or common law principle concerning the presence, possession, handling, storage, treatment, transportation, disposal or cleanup of, or liability for, a Hazardous Substance, as currently in effect and as hereafter enacted or modified, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act as amended by the Superfund Amendments and Reauthorization Act (42 U. S. C. §9601 et seq.) , the Safe Water Drinking Act (42 U.S.C. § 30OF etseq.), the Toxic Substances Control Act (15 U.S.C. Page 4 4 _ printed 11/02/95 at 9:31 am G:\CLIENT\05328\004\WHITESEL.AGR §2601 etseq.), the Resource Conservation and Recovery Act (42 U.S.C. §6901 etseq.), the Federal Water Pollution Control Act (33 U.S.C. §1251 etseq.), Idaho Environmental Protection and Health Act (Idaho Code §§39-101 to 39-130), the Hazardous Waste Management Act of 1983 (Idaho Code §939-4401 to 39-4432), and any other applicable statute passed and enacted by the Idaho Legislature, or its political subdivisions and common law principles of tort and strict liability. "Liability" is defined as any claim or action (whether civil, criminal or administrative, and whether brought by any governmental entity or non-governmental entity or person), judgment, settlement, damages, fines, penalty, loss or expense brought against, imposed upon, suffered by or paid by Trustee. Liability shall also include Trustee's attorney's fees, court costs, consultant's fees, expert's fees, and all other litigation -related expenses, including any such fees and costs incurred in connection with any appeal. 5. Value of Property. Trustee and Meridian agree that the net value of the Subject Property is Thirty -Three Thousand Dollars ($33,000.00). It is understood by Meridian that Trustee intends to use said value in order to compute its donation and tax deduction. Meridian further agrees to sign all tax forms at time of Closing or thereafter as necessary, including Form No. 8283, which are or may be necessary for Trustee to assert the value of its donation and tax deduction. Page 5 5 _ printed 11/02/95 at 9:31 am G:\CLIENT\05328\004\WHITESEL.AGR 6. Meridian's Warranties and Relresentations. Meridian hereby warrants and represents to the Trustee that: A. It is a governmental entity as defined in the Internal Revenue Code and it is duly authorized to accept donations of property under Section 501(c) of the Internal Revenue Code; B. It has full power and authority to execute, deliver and perform this Agreement and do grant to Trustee the indemnification set forth above; and C. This Agreement when executed by it and delivered to the Trustee will be valid and binding upon Meridian and enforceable in accordance with its terms. 7. Conveyance of Title. Trustee shall convey title to the Subject Property to Meridian by means of a Quitclaim Gift Deed substantially in the form of Exhibit "A" attached hereto ("Deed"). 8. Successors. This Agreement shall be binding on and shall inure to the benefit of the heirs, successors and assigns of the parties hereto. 9. Time of Essence Time is of the essence of this Agreement. 10. Captions and Headings. The captions and headings of this Agreement are for reference only and shall not be deemed to define or limit the scope or intent of any of the terms, covenants, conditions or agreements contained herein. — 6 — Page 6 printed 11/02/95 at 9:31 am G:\CLIENT\05328\004\WHITESEL.AGR 11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho. 12. Survival of Terms. All covenants, representations, warranties and terms of this Agreement are intended to and shall survive the delivery of the Deed to the Subject Property by the Trustee and acceptance of the Deed by Meridian and said covenants, representations, warranties and terms shall be enforceable by or against the parties hereto. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written. ATTEST: City Clerk HAASCH/WHITESEL TRUST gy/ /�Cl/lGi/ 7� j�.ti2GLd Marie H. Whitesel, Trustee CITY OF MERIDIAN, an Idaho municipal corporation By ayor Page 7 — 7 — printed 11/02/95 at 9:31 am G:\CLIENT\05328\004\WHITESEL.AGR