Quitclaim Gift Deed Generations Plaza - Marie Whitesel Property196001210
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QUITCLAIM GIFT DEED 196 JH 5 AN l 1 53
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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
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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
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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).
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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
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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
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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.
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§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.
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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.
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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
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