Purchase and Sale Agreement with the YMCA for the Hill Property YMCACOMMERCIAL REAL ESTATE
PURCHASE AND SALE AGREEMENT
This Agreement is made between The City of Meridian, an Idaho Municipal Corporation ("City"
or "Buyer"), and the Young Men's Christian Association of Boise City, an Idaho Nonprofit
Corporation, dba Treasure Valley Family YMCA. ("YMCA" or "Seller"). Buyer and Seller may
be collectively referred to herein as "the Parties." This Agreement shall be made effective as of
the date when fully executed by both Parties ("Effective Date").
WHEREAS, the City of Meridian and the Treasure Valley Family YMCA are committed
to enhancing the community's quality of life by providing and supporting places and
programming that foster individual and community growth, development, and wellness for
children, adults, and families; and,
WHEREAS, the Parties recognize that through cooperation, we can more fully and
effectively provide opportunities for diverse educational, recreational, athletic, and wellness
programming than any of us can provide separately; and,
WHEREAS, The Parties, along with other community partners are working together to
develop a South Meridian Partnership at the Hill Property, a suite of combined educational,
wellness, indoor and outdoor recreational and athletic facilities, and programming for youth,
adults, and families, located near the intersection of Eagle and Amity Roads, in Meridian ("the
Partnership"; and,
WHEREAS, The City Council of the City of Meridian has expressed its support for the
Partnership and in particular the YMCA facility component because it will enhance Meridian's
quality of life by providing and supporting recreational facilities and opportunities, including
gymnasium programming for members of the Meridian community to meet broader community
needs for athletic programming and recreation; and,
WHEREAS, City and the YMCA are acting in the spirit of good faith and partnership
with the recognition that as entities, we are individually and collectively focused on the common
good, and that the future operations at the Partnership will require ongoing cooperation,
communication, and sharing to reach the maximum potential to serve the community; and,
WHEREAS, City is encouraged that the leadership of the YMCA is committed to
continuing to raise funds for an eventual aquatic center in a future phase at the Partnership: and,
WHEREAS, The YMCA owns real property in the City of Meridian as legally described
hereinafter, and operates an indoor recreation facility thereon known as the Homecourt YMCA;
and,
HOMECOURT YMCA PURCHASE AND SALE AGREEMENT - 1
WHEREAS, The YMCA is interested in selling the Homecourt facility to assist in the
funding of its new facility at The Partnership; and,
WHEREAS, City has identified the need to own and operate its own indoor fieldhouse
facility to meet the recreational needs of the community, and the opportunity to purchase the
Homecourt represents a cost-effective means to meet this community need; and,
WHEREAS, City has obtained a professional appraisal that identifies the total market
value of the Homecourt Real Property, improvements, and specialized fixtures, and the City
Council declares that the Purchase Price as set forth herein is fair and equitable under the
circumstances; and,
WHEREAS, Buyer desires to purchase Seller's real property on the mutually agreeable
terms and conditions set forth herein.
NOW, THEREFORE, in return for good and valuable consideration, including the
agreement set forth herein and the Parties' proceeding to the closing of the purchase transaction
contemplated hereby, 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. The parties agree as follows:
1. Purchase and Sale of Property.
1.1 Property. Subject to the terms and conditions of this Agreement, the Seller shall
sell to the Buyer and the Buyer shall receive from the Seller the following real property and other
assets (the "Property"):
1.1.1 Real Property. The real property described as Parcel #6725 of E2SW4,
Section 12 3N 1W, Ada County, Idaho together with all buildings and fixtures located on such
real property (the "Real Property"). The Real Property shall include, but is not limited to, the
Specialized Improvements listed on Schedule 1.1.1
1.1.2 Tangible Personal Property to be included in the purchase price.
Certain tangible personal property located on or used in connection with the operation or
maintenance of the Real Property as listed on the attached Schedule 1.1.2. shall be
transferred to Buyer at closing and shall remain on the premises during and after any
lease -back period identified in article 5.4 of this Agreement.
1.1.3 Tangible Personal Property to remain in the ownership of Seller.
Certain tangible personal property located on or used in connection with the operation
and maintenance of the Real Property as listed on the attached Schedule 1.1.3 shall
remain in the ownership of Seller and may be removed from the premises at any time up
to the conclusion of any lease -back period identified in article 5.4 of this Agreement.
1.1.4 Intangible Personal Property. With the exception of the "YMCA" name
and any variation thereof, all intangible personal property associated exclusively with the
operation or maintenance of the Real Property (the "Intangible Personal Property"),
including:
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a. All Seller's right, title and interest in the "Homecourt" tradename,
mark, or logo used exclusively in connection with the Real
Property;
b. All land use and business use permits associated with the Real
Property, including conditional use permits;
C. All Seller's right, title and interest in and to any and all leases of
all or any portion of the Real Property where the Seller is the
owner or landlord and has granted a leasehold interest to a third
party.
1.2 Purchase Price Amount. The purchase price for the Property is $4,000,000.00
(the "Purchase Price").
1.3 Closing Agent. Buyer and Seller have designated Title One Corporation as
Closing Agent ("Closing Agent"),
1.4 Earnest Money. Buyer and Seller agree that the Parties' proceeding to the
closing of the purchase transaction contemplated herein is sufficient consideration and that there
will be no Earnest Money held by the Closing Agent. In the event that this Agreement does not
close for any reason, neither party will be entitled to damages of any kind, and neither Buyer or
Seller shall have any recourse or remedy.
1.5 Cash Payment at Closing. The Purchase Price in immediately available funds
shall be delivered at Closing to the Closing Agent.
1.6 Conveyance of Title.
1.6.1 Real Property. Title to the Real Property shall be conveyed by a Grant
Deed. Title to the Real Property shall be marketable and insurable and shall be free and clear of
all liens, encumbrances, and restrictions, exclusive of any liens, encumbrances, and conditions
accepted in writing by the Buyer on or before Closing.
1.6.2 Other Property. Title to the Property (exclusive of the Real Property)
shall be conveyed by bills of sale, assignments, and other instruments of transfer in such form as
Buyer shall reasonably request. Title to such Property (i) shall be marketable in the Buyer,
(ii) shall be conveyed free and clear of all covenants, conditions, liens, and encumbrances, and
(iii) shall be conveyed with all warranties provided by the Idaho Uniform Commercial Code or
other applicable law.
1.7 Title Insurance.
1.7.1 Commitment. Upon the execution of this Agreement, Seller shall order
a Commitment for Title Insurance ("Commitment") issued by Title One Corporation ("Title
Company"), covering the Real Property.
HOMEcouRT YMCA PURCHASE AND SALE AGREEMENT - 3
1.7.2 Unapproved Exceptions. If any exceptions shown on the Commitment
are not approved in writing by the Buyer prior to Closing and cannot be removed by the Seller by
Closing, then the Buyer shall have the right to terminate this Agreement, in which event all
earnest money deposited shall be refunded to the Buyer and each party shall be fully released and
discharged from any further obligations under this Agreement.
1.7.3 Policy. At Closing, the Seller shall purchase and deliver to the Buyer a
standard Owner's Policy title insurance policy (current revision) ("Policy") in the amount of the
purchase price.
2. Representations, Warranties, and Covenants of the Seller.
The Seller represents and warrants to, and covenants with, the Buyer as follows:
2.1 Authority of the Seller. The execution, delivery, and consummation of this
Agreement by the Seller has been duly approved in accordance with applicable law and any
documents or instruments governing the Seller.
2.2 Property Ownership. The Seller owns and possesses all right, title, and interest
in and to the Property free and clear of all covenants, conditions, easements, liens, and
encumbrances, except those that are disclosed in the Commitment.
2.3 Material Misstatement or Omissions. No representation or warranty made by
the Seller in this Agreement or in any document or agreement furnished in connection with this
Agreement contains or will contain any untrue statement of material fact, or omits or will omit to
state a material fact necessary to make the statements not misleading.
2.4 No Default. The Seller is not in default under the terms of any contract,
agreement, lease or license, and no condition or event has occurred which, after notice, the
passage of time, or otherwise, would constitute a default under or breach of any such terms. The
Seller is not aware of any condition that will result in a default under any such terms.
2.5 Compliance with Laws. The Seller has complied in all material respects with all
laws, regulations, and orders affecting the Property and is not in default under or in violation of
any provision of any federal, state, local or provincial order, rule, regulation or law.
2.6 No Litigation. There is no equitable, legal, or administrative suit, action,
arbitration, or other proceedings pending or threatened against or affecting the Seller or the
Property.
2.7 No Broker Fees. No Brokers are involved in this transaction and neither Buyer
nor Seller is obligated to pay any fee or commission to any broker, finder, or intermediary for or
on account of the transaction contemplated by this Agreement.
2.8 Information to be Provided. Within ten (10) business days after the Effective
Date of this Agreement each Party shall be obligated to deliver to the other Party the following:
HOMECOURT YMCA PURCHASE AND SALE AGREEMENT - 4
2.81 Contracts. All contracts of any kind or nature that will survive the Closing
and that relate to the Properties.
2.8.2 Leases. A copy of all leases relating to the Properties, together with any
amendments to them.
2.9 Access to Property. After the Effective Date of this Agreement, the Parties and
their representatives shall have reasonable access to the respective Properties that they are to
receive under the transaction contemplated by this Agreement.
3. Hazardous Substances.
3.1 Definitions. The terms "hazardous substance," "release," and "removal" shall
have the definition and meaning as set forth in Title 42 U.S.C. 9601 (or the corresponding
provision of any future law); provided, however that the term "hazardous substance" shall
include "hazardous waste" as defined in Title 42 U.S.C. 6903 (or the corresponding provision of
any future law) and "petroleum" as defined in Title 42 U.S.C. 6991 (or the corresponding
provision of any future law). The term "superfund" shall mean the Comprehensive
Environmental Response, Compensation and Liability Act, Title 42 U.S.C. 9601, et seq. (or the
corresponding provision of any future law) and any similar statute, ordinance, rule or regulation
of any state or local legislature, agency or body. The term "underground storage tank" shall have
the definition and meaning as set forth in Title 42 U.S.C. 6991 (or the corresponding provision of
any future law).
3.2 Representations and Warranties. The Seller represents and warrants to, and
covenants with, the Buyer that, to the best of Seller's actual knowledge:
3.2.1 the Real Property is not contaminated with any hazardous substance,
3.2.2 the Seller has not caused and will not cause the release of any hazardous
substances on the Real Property,
3.2.3 the Real Property is not subject to any pending, threatened, or likely
federal, state, or local "superfund" lien, proceedings, claim, liability, or action for the cleanup,
removal, or remediation of any hazardous substance from the Real Property,
3.2.4 there is no asbestos on the Real Property,
3.2.5 there are no underground storage tanks on the Real Property,
3.2.6 the Real Property and the uses conducted on the Real Property are in
compliance with all applicable environmental laws, codes, and regulations, including, without
limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended.
3.3 Phase I Environmental Audit. Buyer intends to obtain a "Phase I"
environmental audit and liability assessment on the Real Property. The Phase I audit shall be
conducted in substantial compliance with the American Society for Testing and Materials
HOMECOURT YMCA PURCHASE AND SALE AGREEMENT - 5
(ASTM) Standard E 1527-05 or its replacement. The cost of the Phase I report shall be paid by
Buyer outside of Closing.
3.4 Phase II Environmental Audit. If Buyer is not satisfied with the condition of
the Real Property as reported in the Phase I environmental audit, then Buyer, in addition to any
other remedy and without any waiver of rights, shall have the right to either (i) terminate the
Buyer's obligation to close the transaction contemplated by this Agreement, or (ii) require that
additional audits ("Phase II") be conducted on the Real Property at Buyer's sole cost, and extend
the date for Closing for a period of time reasonably necessary to complete and analyze the
Phase II audit.
3.5 Cooperation with Environmental Audit. Seller shall cooperate fully with the
environmental audits referred to in this Agreement.
4. Conditions Precedent to Closing.
4.1 Representations and Warranties True. The representations and warranties of
the Seller are true, complete, and accurate as of the date of this Agreement and as of the date of
Closing as if made as of such date.
4.2 Covenants Performed. The Seller has performed all obligations, covenants and
agreements to be performed prior to Closing as set forth in this Agreement.
4.3 Title Policy. The Title Company is prepared to issue a policy in accordance with
the provisions of this Agreement.
4.4 Execution of Lease -Back Agreement. The parties shall confirm that they have
executed a Lease -Back Agreement, pursuant to the terms of Section 5.4, below.
5. Closing.
5.1 Closing Costs. Buyer and the Seller shall each pay one-half of the Closing
Agent's Closing Fees at Closing, included but not limited to Escrow fees, closing costs, and
recording fees.
5.2 Date of Closing. The Parties shall submit all required documents to Closing
Agent in advance of the planned closing date of September 30, 2016, or at such other time, date,
and place as may be mutually agreed between Seller and Buyer.
5.3 Closing Agent Instructions. Buyer and Seller shall execute and deliver to the
Closing Agent instructions on the form generally provided by the Closing Agent with such
modifications as are reasonably made by the Buyer.
5.4 Possession After Closing and Lease -Back. Buyer shall be entitled to possession
of the Property upon Closing. Upon Possession, Buyer agrees to lease certain portions of the
Property back to Seller, subject to the terms and conditions of a Lease Agreement to be
negotiated by the Parties and executed as a condition precedent to Closing.
HOMECOURT YMCA PURCHASE AND SALE AGREEMENT - 6
5.5 Post -Closing Covenants.
5.5.1 Hoop Dreams. Buyer agrees to provide facility use to the "Hoop
Dreams" consistent with the terms and conditions a use agreement, to be negotiated between
City and the Hoop Dreams organization.
5.5.2 Other Programs During the first 10 years after Closing, Buyer agrees not
to utilize the Real Property for any City of Meridian sponsored youth sports leagues that would
unreasonably compete with the Seller's existing youth sports programs, especially youth
basketball programs. During the same time period, Seller agrees to restrict the use of its new
South Meridian Facility in such a manner that it will not be utilized for any adult sports programs
that would unreasonably compete with Buyer's existing adult sports leagues. Both Parties
acknowledge that there is already significant existing overlap in the topics of classes, camps, and
clinics offered to both youth and adults. The spirit of this partnership is to also avoid
duplicating services at the same location and/or service area.
6. General Provisions.
6.1 Incorporation of Recitals. The recitals set forth in this Agreement are a material
and integral part of this Agreement and are incorporated herein by reference.
6.2 Governing Law, Jurisdiction, and Venue. This Agreement shall be construed
and interpreted in accordance with the laws of the State of Idaho. The Parties agree that the
courts of Idaho shall have exclusive jurisdiction and agree that Ada County is the proper venue.
6.3 Time of the Essence. Time is of the essence with respect to the obligations to be
performed under this Agreement.
6.4 Rights Cumulative. Except as expressly provided in this Agreement, and to the
extent permitted by law, any remedies described in this Agreement are cumulative and not
alternative to any other remedies available at law or in equity.
6.5 Nonwaiver of Remedies. The failure or neglect of a Party to enforce any remedy
available by reason of the failure of the other Party to observe or perform a term or condition set
forth in this Agreement shall not be a waiver of such term or condition. A waiver by a Party
(i) shall not affect any term or condition other than the one specified in such waiver, and (ii) shall
waive a specified term or condition only for the time and in a manner specifically stated in the
waiver.
6.6 Entire Agreement. All Schedules and Exhibits to this Agreement are a part of
this Agreement. This Agreement, together with the accompanying Schedules and Exhibits, is the
entire agreement among the Parties and supersedes all prior memoranda, correspondence,
conversations and negotiations.
6.7 Severability. The invalidity of any portion of this Agreement, as determined by a
court of competent jurisdiction, shall not affect the validity of any other portion of this
Agreement.
HOMEcouRT YMCA PURCHASE AND SALE AGREEMENT - 7
6.8 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which together shall constitute one
and the same instruments.
6.9 , Attorneys' Fees. If either party shall default in the full and timely performance
of this Agreement and said default is cured with the assistance of an attorney for the other party
and before the commencement of a suit thereon, as a part of curing said default, the reasonable
attorneys' fees incurred by the other party shall be reimbursed to the other party upon demand.
In the event of any litigation between the parties concerning this Agreement, the unsuccessful
party in such litigation shall fully reimburse the prevailing party for all reasonable costs and
expenses, including reasonable attorney's fees, incurred in such litigation.
6.10 Survival of Representations, Warranties, and Covenants. All representations,
warranties, and covenants of the Parties set forth in this Agreement shall survive the Closing and
shall survive the recording of the Warranty Deed(s).
7. Execution of Agreement. Seller acknowledges that this agreement will be executed by
Seller before Buyer executes the agreement and that the execution of the agreement by the Buyer
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 Buyer.
Dated: 2016
BUYER, CITY OF MERIDIAN
Dated: , 2016
SELLER, Young Men's Christian Association of
Boise City, dba Treasure Valley Family YMCA
David Duro, President
HOMECOURT YMCA PURCHASE AND SALE AGREEMENT - 8
STATE OF IDAHO )
ss
County of Ada )
On thisI( day of oad , 2016 before me, a Notary
Public, personally appeared Tammy de Weerd and Jacy Jones, know or identified to me to be
the Mayor and Clerk, respectively, of the City of Meridian, who executed the instrument of
behalf of said City, and acknowledged to me that such City 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.
ATE OF IDAHO
ss
County of Ada )
Notary Public for Idaho "
Residing at: IrjjGct��%
Commission expires:
On thisday of , 2016, before me, a Notary
Public, personally appeared David Duro, know or—identified to me to be the President of the
Corporation who executed the instrument of behalf of said Corporation, and acknowledged to me
that such 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.
HOMECOURT YMCA PURCHASE AND SALE AGREEMENT - 9
Schedule 1.1.1
Specialized Improvements (fixtures)
To be included with the Real Property
1. Basketball Equipment — Hoops
2. Volleyball Equipment, including all nets, poles, standards, and paddings
Lockers and Benches
4. Motorized Court Dividers
5. Tip and Roll Bleachers
6. Basketball Court Flooring
7. Showers
8. Homecourt signage attached to exterior of building
HOMECOURT YMCA PURCHASE AND SALE AGREEMENT - 10
Schedule 1.1.2
Schedule of Tangible Personal Property to be Included in the Purchase Price
1. Man Lift
2. All other Volleyball equipment not included in Schedule 1.1.1
3. All Basketball equipment not included in Schedule 1.1.1, including ball racks and ball
cages.
4. Office Desks
5. Cross -fit bars
6. Wall Mirrors
7. All Pickle Ball nets / equipment
8. Storage Lockers / Storage Sheds in gym that are currently owned by the YMCA
9. Basketball Shooting Machine
10, Bulletin Boards
11. T.V's on the wall
12. Attached scoreboards, associated controllers, any and all spare parts
13. Rubberized flooring in Bay 5
14. Washer and Dryer located in utility room.
15. Sound system, speakers, wiring, and associated controls.
16. 60+folding chairs with chair rack
17. Money Safe with locks and/or combinations
18. Small children's tables and children's chairs in the kid area.
19. Cubbies / small storage area/lockers for kids
20. Court Signage
HOMECOURT YMCA PURCHASE AND SALE AGREEMENT - 11
Schedule 1.1.3
Schedule of Tangible Personal Property to remain in the ownership of Seller
1. Fitness Equipment
2. Computers
3. Sports Balls (volleyballs and basketballs)
4. Copy Machine
5. Office Supplies
6. Employee Personal Effects
7. Tabletop scoreboards
Any other tangible personal property not listed on this schedule shall be considered to be
included in Schedule 1.1.2
HOMECOURT YMCA PURCHASE AND SALE AGREEMENT - 12