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Purchase Exchange Agreement Easement for Buich PropertyCOMMERCIALANVESTMENT REAL ESTATE PURCHASE -SALE -EXCHANGE AGREEMENT THIS Agreement is entered into for the purposes stated herein, this 'r4day of 6tuet , 2006, by Dave and. Karen Buich, husband and wife ("BUICH"), and the City of Meridian City ("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 flat of Block No. I of the townsite of Meridian located in the SW 1/ of Section 7, T3N, RIE, 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. I of the townsite of Meridian located in the SW'/a 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 '/A 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. I of the townsite of Meridian located in the SW'/ 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(13) 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 tide, 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 party 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 10"', 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 - &. 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. 1.0. 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 party 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. 14. 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 Tammy rd, MAYOR y. . ATTEST: V ZZ il" 11.a CITY CLERK z, fflfflfltlt! iiiill��,�` REAL ESTATE EXCHANGE AGREEMENT STATE OF IDAHO ss. County of Ada ) On this day of�(5 , in the ycaB)W� , before me, a notary public in and for said state, personally appeared Dave Bui h, known or identified to me to be the person who executed the said instrument, and acknowledged to me that he/she executed the same. IN WITN� IFREbr-j have hereunto set my hand and affixed my official seal the day and year first above writ�'���mw :N TARY PTI LIC FOR IDAHO (SEAL) STATE OF IDAHO U� � Ld w d �o 'Residing at: D/L IAao4:My Commission expires: 4 ) ss. County of Ada ) On th is day of , in the yeaa°�- , before me, a notary public in and for said state, personally appeared Karen Buich, known or identified to me to be the person who executed the said instrument, and acknowledged to me that he/she executed the same. OP PPAUMrgt.ga 9p4. n'aa IN WI �y !WH..ER!QR�� have hereunto set my hand and affixed my official seal the day and year first above w,Vftt. te=a t � � a OTARY PU LIC FOR IDAHO (SEAL) s �'qq; 8 �� ��� F Residing at: d6C Idaho 6 y � _ % �;. My Commission expires: 0 1111 0) ��irL 4J �iytl 4 Y""" STATE OF IDAHO ss. County of Ada } On this 01-tkday of �� 24, before me, a notary public in and for said state, personally appeared Tammy de Weerd and Will Berg known to me to be the Mayor and City Clerk of Meridian City, Idaho, who executed the within instrument, and acknowledged to me that Meridian City executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above writtenetc a. (SEAL) REAL ESTATE EX Notary Public for Idaho Residing at Meridian, Idahc My commission expires: 10-6-H — 9 — AUK UUUNI r KNUKUM a, DAVID NAVARRO AMOUNT 18.00 6 BOISE IDAHO 08/10106 04:22 PMDEPUTY Gall Garrell ! I f II 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 day of 6 LA J1 , 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 0 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; Exti_n uishment. 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 T 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 `y`}y}�llitlJtfllrlf �'� rd, Mayor 16Y Gds cT'DAttest-City Clerk Parking Lot Easement, page 4 State of Idaho) ) ss. County of Ada) AO;n/ this XU day of (,(�� in the year 20Lb, before me, Notary Public in and for the State of Idaho, per ovally 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 ii -v State of Idaho ) ) ss. County of Ada) )F, I have hereunto set my hand and affixed my official. seal the rst above written. m No ary Public f � the State of Idaho ®� Residing at it tog , Idaho My Commission expires JOISO Q a7 ,9( day of &M—j , in the year 206, 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. <1 0 Nota6 Public.fir the State of Idaho ®TA1. Residing at Lw#ax , Idaho My Commission expires /0 0 ?J YIC Parking Lot Easement, page 5 State of Idaho) ) ss. County of Ada) On this � day oftC�, in the year 2006, before me, k UU1 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 �ha-�) M 9YVI, cw,-� Notary Public for the State of Idaho Residing at `71,-U Llama , Idaho My Commission expires 0--/S--(1