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Colliers Paragon, LLC Purchase of Real Property for WWRF Expansion r Purchase and Sale Agreement Colliers Paragon, LLC March 17, 2020 I. This Purchase and Sale Agreement.. ("Agreement") is entered into by and between The City of Meridian, an Idaho Municipal Corporation, hereinafter called ("Buyer") agrees to purchase and Naomi Investments L.P., hereinafter called ("Seller") agrees to sell the following described real estate hereinafter referred to as ("Property"). 2. PROI'I RTY ADDRESS AND LEGAL DESCRIPTION. The Property commonly known as TBD N. Ten Mile, City of'Meridian, County of Ada, State of Idaho, situated on 40.915 +/_ acres of land, and legally described as set forth in the attached Exhibit A. Buyer and Seller authorize the Escrow Agent (as such term is defined in Section 3) to make corrections to the legal description at their request. The failure to have a hill or complete legal description shall not render this Agreement void. 3. EARNEST MONEY. (i) Within five (5) business clays of mutual execution of this Agreement, Buyer shall deposit Two Hundred Thousand Dollars and NO/100 Dollars ($200,000.00) in the form of'cash (the "Earnest Money Deposit") as earnest money with Michelle Cabbage, Escrow Officer or assignee, Pioncer Title Company, 775 S. Rivershore Lane, Suite 120. Ea-le Idaho 83646, Phone: 208-938-7484, Email: mcabbage@pioneertitleco.com (the "Title Company" and/or"Escrow Agent"as applicable). Stlblect only to the Buyer's Conditions Precedent set forth in Section 6 of this Agreement, and absent Seller's breach or inability to perform, the Earnest Money Deposit is non-refundable but such Earnest Money Deposit and the accurnulated interest thereon shall be applied against the Purchase Price at closing and refunded to Buyer only in the event this Agreement is terminated as a result of the Seller's breach hereunder. In the event this Agreement Is terminated after Buyer's Conditions Precedent have been waived or satisfied, or the sale fails to close, by reason of`a breach by Buyer, The Earnest Money Deposit shall be paid to Seller. (ii) Earnest Money Deposit shall be deposited with the Escrow A0ent and shall be held in trust in accordance with the terms and conditions of this Agreement. 4. PRICE/TERMS. Total Purchase Price is Three Million Eight Hundred Eighty Six Thousand Nine Hundred Twenty rive Dollars and NO/100 Dollars ($3,886,925.00), ("Purchase Price"). (i) $200.000.00 Earnest Money Deposit (ii) S 3,686,925.00 Balance of the Purchase Price to be paid in cash at Closing Page 1of13 4s— BLI�cr Initsnls Scher Initials 5. INCLUDED ITEMS. Tile land described in Exhibit A attached to this Agrcement, the improvements located on the land including all fixtures attached thereto(if any),and all easement rights, mineral rights, other appurtenances, water and water rights appurtenant to or used on the Property including, but not limited to. any right Seller may have to receive natural flow and/or stored water delivered through any ditch, canal or water company's facilities, or under entitlements held by a third party for use on the Property, and all shares, certificates. and other doCuments evidencing such water rights. Other items slecifically included in this sale: None Items specifically excluded from this sale: None G. ADDITIONAL TERMS, CONDITIONS, AND CONTINGENCIES. The date upon which the following conditions and contingencies must either be satisfied or waived shall be Sixty(60)clays from mutual execution of this Affeement, (the"Satisfaction Date"). ZP 6.1 BUYER CONDITIONS: The closing of this transaction is contingent upon satisfaction or waiver by Buyer of the following conditions: Inspection: Upon mutual execution ol'this Purchase Agreement Buyer shall be given full opportunity to inspect and investigate and to accept to Buyer's satisfaction,each and every aspect of the Property independently or through agent(s) of Buyer including,, but without limitation with reward to: i. All matters relating to survey, environmental audit, and title together with all governmental and other legal requiremelts such as taxes. assessments, zoning:, environmental studies, use permit requirements and codes. ii. Buyer shall further be granted access to inspect the physical condition of the Property and all matters relating to the internal and external maintenance of any improvements of the structures and/or grounds related to the Property. iii. Approval of the Due Diligence Materials setforth in Exhibit B attached hereto that shall be delivered to Buyer within three (3) days of the mutual execution of this Agreement. If any of the foregoing conditions remain unsatisfied and unwaived by Buyer on the Satisfaction Date this Agreement shall terminate, provided Buyer has given written notice of such unsatisfied and unwaived conditions to Seller by the Satisfaction Date, and the Earnest Money Deposit shall be returned to Buyer. Failure or Buyer to give written notice to Seller of unsatisfied conditions by the Satisfaction Date shall be deemed to be waiver by Buyer of all such conditions and the Earnest Money Deposit shall become non-refundable and applied to the Purchase Price at Closing. 7. FINANCING CONTINGENCY. None. Pa-e2of13J Ruver lstitials Seller Initials 8_ TITLE COMPANY/ESCROW AGENT. The parties agree that the TITLE COMPANY/Escrow Agent as defined in Section 3, shall provide any required title policy and preliminary report or commitment. Each party agrees to pay one-half of the Escrow Agent's fees. 9. ESTOPPEL CERTIFICATE(S). Intentionally Deleted 10. BUYER/SELLER Licensed Real Estate Disclosure. IrteMiW, 1-1 -eivetM7 Listing Agent, Dan Johnson of Epic Realty is related to the Seller. 11. TITLE INSURANCE. Seller shall provide and pay for an ALTA Owners Standard Coverage Title Policy insuring the Buyer for the amount of the purchase price. Extended coverage is not required. Additional premiums for extended coverage if requested by Buyer shall be paid by Buyer. Seller shall cause the Title Company to provide Buyer with a preliminary title report or commitment together with copies of all underlying documents giving rise to any exceptions listed therein within five (5) business days of mutual execution of this Agreement. Buyer shall have ten (10) days from receipt of the preliminary title report or commitment to object, by written notice to Seller, to the condition of title as set forth in the report. In the event the Buyer makes written objection to any exception to title, Seller shall have a reasonable time, not to exceed five(5)days,to remove any such objection to exception or provide affirmative title insurance coverage, and in the event the Seller cannot remove, or is unwilling to remove, such objected to exceptions or provide affirmative title insurance coverage, the Buyer may elect, as its sole remedy, to (a) either terminate this Agreement or (b) proceed to closing, taking title subject to such exceptions. If the Buyer does not object within the time frarne set out above, the Buyer shall be deemed to have accepted the condition of the title. In the event Buyer elects to terminate this Agreement as provided herein, the Buyer shall be entitled to the return of all refundable deposits made by Buyer. The final title insurance policy shall be delivered to the Buyer by the Title Company as soon as possible after Closing. 12. CLOSING DATE. On or before "Closing" ("Closing") shall be deemed to be the date on which the deed is recorded and the sales proceeds are available for disbursement to Seller and as otherwise directed by the parties. Buyer and Seller shall deposit with the Escrow Agent all funds and instruments necessary to complete the sale. Closing shall occur no later than Thirty (30) business days after the Satisfaction Date. 13. DOCUMENTS TO BE DELIVERED AT CLOSING. On the date of Closing; Seller shall have executed, or caused to be executed, and delivered to the Closing Agent the following documents, if required by Buyer, in a form reasonably acceptable to Buyer and Seller: (a) Warranty Deed. (b) An Assignment and assumption of all leases, warranties, contracts, and guarantees that effect the Property in a form mutually agreed to between the parties, (if applicable). (e) Bill of Sale(if applicable). a Page 3 of 13 93- Or S-�S Bm:F hntfals Seller Initials 14. POSSESSION/PRORATION/CI..OSING COSTS. Buyer shall be entitled to possession on the clay of Closing, subject to the existing farm lease which requires buyCr to not interfere with the harvesting- of the crops for the current growing season. Seller shall collect rents l'rorn tenant per the existing lease and Buyer and Seller shall prorate lease proceeds at closing. Taxes and water assessments (using the last available assessment as a basis), insurance premiums, interest and reserves on obligations assuned and utilities shall be prorated as of Closing. Any tenant deposits held by Seller shall be credited to Buyer at Closing. The parties agree that the pro-rations at Closing shall be based upon estimates and the parties agree to adjust the same post-Closing in the event they determine the salve are inaccurate. All standard closing costs, including,but not limited to escrow fees and recording fees, shall be split equally between Buyer and Seller. Brokerage commissions shall be paid as outlined in Section 23 below. 15. DEFAULT. If SellerexeCuteS this Agreement and title to the Property is marketable and insurable in the conditions approved under Section 6 hereof and all Buyer's contingencies have been removed or waived, and Buyer neglects or refuses to comply with the terms of or any condition of sale by the elate on which such term or condition is to be complied with,then the Earnest Money Deposit shall be forfeited to Seller and Buyer's interest in the Property shall be immediately terminated. Such (brleiture and acceptance by Seller of the Earnest Money Deposit sloes not constitute a waiver•ot•election of other remedics available to Seller and Seller shall have the right, at his option, to bring any action at law or equity to enforce the term of this contract or seek restitution for clatnages ttaCluding any unpaid brokerage fee. In the event of default by either of the parties in their•performance orthe terms or conditions of this Agreement,the dela€llting 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. In the event of dispute between the parties as to the Earnest Money Deposit deposited hereunder by Buyer, the Escrow Agent holding the Earnest Money Deposit may bile an interpleader action in a court of competent jurisdiction to resolve any dispute between the parties. The Buyer and Seller authorize the Escrow Agent holding the Earnest Money Deposit to utilize as much of the Earnest Money Deposit as may be necessary to advance the costs and fees required for filing of any such action. The cost ol'such action shall be paid by the Party which is not the prevailing party. 16. TITLE CONVEYANCE. Title to the Property is to be conveyed by warranty deed and is to be marketable and insurable except for rights reserved in federal patents, building or use restriction, building and zoning regulations and ordinances of any governmental unit, rights of way and easements established or of record, and any other liens, encumbrances or defects approved by Buyer. In the event any personal property is included as part of the contemplated sale, it steal I be conveyed by bill of sale and shall be free and clear of all liens, claims and encumbrances. 17. RISK OF LOSS. Seller shall keep the Property insured against loss by fire and other casualty usually insured against in the market area of the Property until the Closing. Should the Property be materially damaged by fire or other cause prior to closing and such damage is ten percent (10%) of the Purchase Price or less, then Seller shall pay or assign the proceeds of the insurance to Buyer(and pay to Buyer the amount of any deductible in cash)at Closing and Seller and Buyer Page 4 of 13 Buyer Initials Seller Initials shall proceed.with Closing without adjustment to the Purchase Price. If such damage exceeds tell percent (10%) Of the Purchase Price, then this Agrcement shall be voidable at the option of the Buyer by written notice to Seller within ten (10) days of the date Buyer receives notice Of such damage, however, Buyer may elect to proceed with Closing without adjustment to the Purchase Price (either by written notice of such election or by failure to timely send .vritten notice of the voiding of this Agreement as provided above) and Seller shall pay or assign the proceeds of the insurance to Buyer(and pay to Buyer the amount of any deductible in cash) at Closing. 18. CONDEMNATION. Should any entity having the power of condemnation decide prior to Closing to acquire any portion of, or interest in, the Property with a value of ten percent(10%)ol- less Of the Purchase Price, Seller shall pay or assign the proceeds of the taking to Buyer at Closing and Seller and Buyer shall proceed with Closing without adjustment to the Purchase Price. Ifsuch takima exceeds ten percent (10%) of the Purchase Price, Buyer at Buyer's sole option may either (a)elect to terminate Buyer's Obligation to purchase the Property by giving written notice to Seller at any time prior to Closing and Seller shall promptly return the Earliest Money Deposit or (b) elect to complete the purchase Of Property and require Seller to immediately appoint Buyer as its attorney-in-fact to negotiate with said condemning entity, and, in such event, Buyer shall receive all sums awarded in such condemnation proceeding of the Property, excluding any amounts attributable to adverse impacts on other property owned by Seller. Seller hereby agrees to immediately give notice to Buyer of any condemnation or contemplated condemnation Of the Property and Buyer hereby agrees to. within ten (10) days of such notice, give written notice to Seller of Buyer's election with respect thereto. 19. CONDITION OF PROPERTY AT CLOSING. Buyer agrees to purchase the PI.Operty ill as is (existing) condition, where is, with all faults. Seller shall maintain the Property until the closing in its present condition, ordinary wear and tear excepted, subject to the provisions of Sections 17 and 18 on casualty and condemnation. 20. INSPECTION. The Buyer hereby acknowledges further that Buyer is not relying upon 111y statement or representations by the Broker or Broker's representatives or by the Seller which are not herein expressed. The Buyer has entered into this Agreement relying upon information and knowledge obtained or to be obtained from Buyer's own investigation or personal inspection of the Property. 21. REPRESENTATION CONFIRMATION AND ACKNOWI,I:;I)Gl-',M1�:N'1' OF DISCLOSURE". Buyer's Brokerage: Colliers International Buyer's Agent(s). John M Starr Seller's Brokerage: Epic Realty Seller's Agent(s): Daniel Johnson Check one (1) box in Section 1 below and one (1) box in Section 2 below to confirm that in this transaction, the brokerage(s) involved had the following relationship(s) with the BUYER(S) and SELLER(S). Page 5 o1't3 �S� E3uyer initials Seller initials Section 1: A. X The brokerage working with the BUYER(S) is acting as an AGENT for the BUYER(S). B. ❑ The brokerage wworking with the BUYER(S) is acting as a LIMITED DUAL AGENT for the BUYER(S). C. ❑ The brokerage working with the BUYER(S) is acting as a LIMITED DUAL AGENT for the BUYER(S), and has all ASSIGNED AGENT acting solely on behalf of the BUYER(S). D. ❑ The brokerage working with the BUYER(S) is acting as a NONAGENT for the BUYER(S). Section 2: A. a The brokerage working with the SELLER(S) is acting as an AGENT for the SELLER(S). B. ❑ The brokerage working with the SELLER(S) is acting as a LIMITED DUAL, AGENT for the SELLER(S). C. ❑ The brokerage working with the SELLER(S) is acting as a LIMITED DUAL AGENT for the SELLER(S), and has an ASSIGNED AGENT acting solely on behalf ofthe SELLER(S) D. ❑ The brokerage working, with the SELLER(S) is actin; as a NONAGENT for the SELLER(S). Each party signing this document confirms that he or she has received read and understood the Agency Disclosure Brochure.. attaclied as Exhibit C. and has elected the relationship confirmed above. In addition, each party confirms that the brokers agency office policy wwas made available for inspection and review. EACH PARTY UNDERSTANDS THAT HI_1'/SHE IS A "CUSTOMER" AND IS NOT REPRESENTED BY A BROKER UNLESS THERE IS A SIGNED WRITTEN AGRI EMENT FOR AGENCY REPRESENTATION. 22. RESPONSIBLE BROKER. The Responsible L3roker in this transaction is Jim Shipman of Colliers Pargon LLC. 23, COMMISSION. The only brokerage companies involved in this transaction are Colliers International and Epic Realty. Seller shall pay 131.1yer and Seller commissions per separate agreement with Seller. Listing and Sel ling Commissions shall be paid out of the first monies received by Seller at the time of'Closing. 24. CONSENT TO LIMITED DUAL REPRESENTATION: The undersigned have received, read and understand the A-ency Disclosure Brochure. The undersigned understand that the brokerage involved in this transaction will be or may be providing agency representation to both Purchaser(s) and the Seller(s). The undersigned each.understand that as agents for both PurehaSel' and Seller, the brokerage(s) will be limited dual agents and negotiations. terms o►• factors motivating the Purchaser to buy or the Seller to sell without specific written permission of the disclosing party. The specific duties, obligations and limitations of a limited dual agent are contained in the Agency Disclosure Brochure as required by Section 54-2055, ldallo Code. Tile undersigned each understand that a limited dual agent sloes not have a duty of undivided loyalty Page Gofl3 /� ciytr Initials Srlkr l:irtials to either client. 25, ESCROW INSTRUCTIONS. Tile Escrow Agent is instructed to, in a manner consistent with the terms hereof: receive and hold deposits and other funds; disburse such funds in accordance with separate authorization signed by Buyer and Seller. prepare closing; statements for execution by Buyer and Seller_, receive documents, secure their execution and acknowledgement, record them in the proper sequence, deliver- originals to the appropriate parties. and deliver copies of all documents signed by either party to that party. I f a dispute arises regarding any funds held by the closing agent, such agent shall have no obligation to resolve such dispute but shall hold the same pending resolution of Such dispute, and may at its option bring an action in interpleader. 26, GOVERNING LAW, This Agreement shall be governed by the laws of the State of Idaho. 27. TAX-DEFERRED EXCHANGE. Notwithstanding any other provisions contained herein, either party may use the transaction contemplated herein to flacilitate a tax-deferred exchange of real property under such terms and conditions that qualify as a tax-deferred exchange under Section 1031 of the Internal Revenue Code of 1986, as amended. The parties hereby agree to cooperate with each other fully in completing such tax-deferred exchange(s); provided however that: (i) such tax-deferred exchange(s) creates no additional liability to the party not effecting such exchange; (ii) all costs of facilitating such tax-deferred exchange are paid by the party effecting the 1031 Exchange; and (iii) Closing of the transaction contemplated by this Agreement is not delayed due to such tax-deferred exchange. 28. TIME. SEVERABILITY. Time is of the essence of this Agreement, and each party hereto a�orees to promptly perform such acts as are reasonably required ill connection herewith. If any provision of this Agreement is found by a court of competent,jurisdietion to be invalid Or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby. 29. NOTICES. All notices required hereunder shall be given In wr€tln() and shall be deemed effective (a) upon delivery, if delivered in person, or by electronic transmission with receipt acknowledged by the recipient thereof, (b) one bLISIIIess day after deposited for overnight delivery with any reputable overnight courier service: or (c) two business days after deposited with the US Postal Set-vice registered or certified mail and addressed to the parties at the addresses set forth below. 30. ENTIRE AGREEMENT - CONSTRUCTION. This Agreement constitutes the entire awreement between the parties,. has been entered into in reliance solely on the contents hereof. and supersedes any previous agreements, written or oral, between the parties hereto. This Agreement shall not be modified except in writing signed by both parties. This Agreement shall be construed neutrally rather than strictly for or against either party. 3I. BUSINESS DAY. A business day is herein defined as Monday thror.lgh Friday, 8:00 am to 5:00 pill in the local time zone where the Property is physically located. A business day shall not include any Saturday or Sunday, or local holiday recognized by the State ofldaho as found in Idaho Code 573-108. The first day shall be the date of execution. Ifthe last day is a legal holiday, the time for performance shall be the nett subsequent business day. Page 7 of I3 € kIyer I111tials Seller Iniiiars 32. CALENDAR DAY. A calendar day is herein defined as Monday through Sunday, midnight to midnight, in the local time zone where the subject Property is physically located. A calendar day shall include any legal holiday. The first day shall be the date of execution. Any reference to"day' or"days" in this Agreement means the same as a calendar day, unless speciiicatly enumerated as a "business day". if a calendar clay in this Agreement falls on a Saturday or a Sunday. the time for performance shall be the next subsequent business day, 33. BINDING EFFECT — SURVIVAL. This Agreement shall be binding upon the heirs, administrators, executors, successors and assigns of the parties hereto and shall survive the closing of this transaction. 34. LEGAL REPRESENTATION. The parties expressly acknowledge they have been represented by counsel of their own choice in connection with this Agreement and have discussed the terms of this Agreement with such counsel to the extent each party believes it to have been necessary to fully understand the terms hereof. In entering into this Agreement, the parties represent and declare that each of them fully understands the terms and effect of this Agreement. 35. ACCEPTANCE. Buyer's offer is made subject to the acceptance of Seller on or before 12:00 Noon MDT on Monday, March 23', 2020. 36. TIME IS OF THE ESSENCE IN THIS AGREEMENT. THIS IS A LEGALLY BINDING AGREEMENT. PRIOR TO SIGNING THIS AGREEMENT, BUYER AND SELLER ARE ADVISED TO SEEK THE ADVICE OF COMPETENT LEGAL COUNSEL. WRITTEN INFORMATION PROVIDED BY BROKER IS BELIEVED TO BE RELIABLE BUT INDEPENDENT VERIFICATION BY BUYER SHOULD BE UNDERTAKEN, IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the last signature date below. BUYER: CITY OF MERIDIAN SELLER: NAOMI INVESTMENTS, L.P. Print Name: R bert . Simi on Print a e: TGary S. Johnson Its: Mayor Its: General Partner Date: z�Zd Date: Address: 33 E Broadway Ave Address: 4018 W Ustick Rd Meridian, Idaho 83642 Meridian, Idaho 83646 Telephone: Page S of 13 f111yer 3uyer Initials Seller Initials EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Southwest Quarter(SW %a) of the Northeast Quarter(NE V.) of Section 34, Township 4North, Range 1 West,Boise, Meridian, together with an easement for a road-way off the South 25 feet of the Southeast Quarter(SE %) of the Northeast Quarter(NE t/4) of Section 34,ToNvnship 4 North, Range 1 West, Boise,Meridian,records of Ada County. Pa-e 9 of 13 13ttver Initials, Seller Initials EXHIBIT B DUE DILIGENCE MATERIALS SELL ER TO PROVIDE ONLY THOSE 1"1 ENIS IN SELLER'S POSSESSIO:\. l. Copies of all environmental.wetlands, endangered species, geotechnical, asbestos, hazardous waste,soils and similar records,reports or test results derived from the Property or in or around the Property, including without limitation Phase 1 and Phase 11 Environmental reports, ALTA surveys, soil reports, asbestos reports, Civil Drainage plans and overall drainage plans. 2, Copies of all surveys,grading plans,site plans, drawings, topographical maps,architectural and structural drawings,preliminary, final and proposed building plans and specifications(including"as-built'plans and drawings and floor plans).surveys and mechanical,electrical,engineering, soils. seismic, environmental. geologic and architectural reports, SIr ICRII•al reports. studies and tests relating to the Real Property including original plans and specifications for building shell, building core, tenant improvements and as- builts. I Capital improvements and expenditures far the last two years and any such pending or projected improvements and expenditures. 4. Copies of all leases, rental agreements, contracts, warranties and any other agreenients including without limitation all i}easements, ii} parking agree€vents a€icl iii) managenient, service or maintenance contracts; any amendments, modifications or- extensions thereto, and bills therefor for the prior calendar year and year-to-date, presently ill effect, or which may collie into effect, of whatsoever nature affecting the Property. 5. A complete inventory of all furniture, fixtures,equipment, tools, linens, supplies and other property used or usable in connection with the Property. f. n rkie., , .,t.. Fh,l „der 7. Copies of all a,reements related to the use of or in any way related to any intangible property. 8. Written description(s) including party nanies, term, rental amount, and any other agreements of any oral lease or rental agreement affecting the Property. leasingpaEkages, and any efliet-tenant incentives EW COMMiSsioRs paid by gal let-1-alating.to flie leases the rD.•.,n• f .7 t Il.,- € r it Ling Ie the le the lli-ep.Fty l,.� ii) id ablig tien to cv5x�-c'ri=rnrcri-s��3�Ii�Z�E3�}3ni�r5r$r�5-FE�rrn= m�-rc-rccrres-vi=nz`'-r-rvP`' � ' E d 1$€Ei��'li �. tie,efliemvise slia'O"tip in the l7+,,,t PaY-e 10 of 13 w- Buyer[nluals Seller Initials P. Annual oeeupaae�- jIlFee years (yeal- eild Only), aged l-eceivable selledule and Tenant 15, Copy of existing loan documents including notes, loan agreements, assignments,and deeds of trust. 16. Copies of(a) the real estate and personal property tax statements, bills and assessments, and (b) utility bills, covering the Property or any part thereof,for 2017 and 2018. 17. A schedule of all current and/or pending litigation with respect to the Property or any part,thereo{.. if ally. together with a brief description of each such proceedinIg. 18. The most recent ALTA survey of the Property. if ally. 19. Sellers most recent policy of title insurance. 20. Current commitment for title insurance from the Title Company.together with tilt copies of all documents referred to therein and all documents giving rise to exceptions to title, 21. Copies of any correspondence from city, county, state or other applicable jurisdiction received by Seller that could have a material effect on Buyer's ownership, development or use of the Property. b zemn-letter.- : ..ludin get-t:F;...,f.. e -Kefii.,ggeizt:geatien .,.,C-1-Cry.•t:r,.-.+., 'q I,Z. gamplimieem. 23. 24. A 11 finanFcial-af pel=a4wg--sfaiemen;s relating, to +1,., Pf-el -'� e tc hi-ee (3) in mediattel}' pfe.e£'El-F1t- - ' F ewense -ialiels. 'Pie F::.,. ,ei l Stateni +rshall � i •aE� ,.. sneeit _gerall,- n�2dSE�i'E a a 7 b applied"fir-a, gh eClTf err€ dJ-L9 Gi4i�4C�G i- F r:TGTR1 S�f'RfG3 G + I . [ T T/ii\fT'-.•ly f the assets, .,d FF.,aRejal eeiiditien of tie Sellet, Will! .eet to the Pro eyly_o of-' (iii) F.,id y i-efl„et. the 1+� { at:n f'+1,a I3.• t,. fe,th c`."vuiit P" ds d (iv) 1, c all .,t, al peeti_ -� 25, Copy of all recent appraisals 26 h eepy of a lieel 27. A eepy efal lri-ir`.iu ranee-peiii ol'mnsui-amee east., eravei-ate_ 1_ R)u -lass_i-un requestvl 28. A list and sub eejitraetai-s used in the eansti'kiedan of the hnpiavemeiits. b b faeiliiating El- Page 11 of 13 Buyer I nit rth Seller Initials EXHIBIT C AGENCY DISCLOSURE A Consumer Guide to Understanding Agency Relationships in Real Estate Transactions OutleS owed to Idaho consumers by a real oRtate brokerage and its I€censaes are defined in the"Idaho Real Estate Brokerage Representation Act."Idaho Code 54.20B2 through 54-2097. Tws infornta Hone€wuchure i s publisuvti by thti Idaho Real Estate CVn1nih tAun. Effective July 1, 2019 "Agency"is a term used in Idaho law that describes the relationships between a licensee and some parties to a real estate transaction. Idaho later says a real estate brokerage and Its licensees owe the Right Now You.Are a Cu `ollov"rrria'Cus iorner ou ttes to consurre re ill reoa ectat«:tu3n;,ctlons' • Pelfo'nl necessary a+xJ custornl!ly acts to assist you in tile.putchase or ale of real catalz • Pefform these acts vita honesty,good faith,reasonable skid and cafe. • Properly accountt for money or property you place in the care and resp�onstb€llly of tie Brokerage:arui • t}Inclose._a0verse material faete vthkch the t€cen5ee knpw5 or reabonau+v should have known These are facts that vrould s€gnl`>Icantly affect the e-slrablllty orvaita^c of the property to a wasonable person,or farts estabtish na a reasor lab!e boltef that one of the parties cannot.or hoes not o le;d to,coniplete obligat€orts hinder the contract If you are a Customer,a real estate licensee is not rewired to promote your best interests or keep your bargaining information confidential. If you use the services of a licensee and brokerage without a written Representation (Agency)Agreement,you will remain a Customer throughout the transaction. A Compensatran Agreement Is a written contract that requirFs ynu to ray a fee fur a specific servrce provided by a I:iokeragre and it is not the saute as a Representation Agreement If you siren a Agreement.you are OR a Customer, buttl"e Brokerage and Its licensees owe one additional duty • Era available to receive and presort wri ten offers anr,counter-offeti to you or from you If you want a 11censen and bsokelage to ptolllott: cy L11f bep,t Inlere3ls In You May Became a Client a transaction.you sate'3rorne Clierrl by cignimg a Buyer or Seller Re,,resent;Minn (Agency) Agrenrlen`. A ;,-oker2gP. and Its hcPnseeS will owe you the frllov/ir a Cilent dunes, vrh':h are greater than the dunes owed to a Customer • Perform the terms of the wntten anreemenl Exercise reasonab!r-skill and care. s Promotc your best interests to good fallh,honesty,and fair dealintl. • Maintain th.Q of soul inforntalinn. rncli�(jo,f hwa zienrtg Intnrmatkm, even atter the repre'sen!ation has ere;ed ® Properly aGBCSunt='ar rnortzf or rorcparty y'otr 1311ace in the case and respons;hilrly of the hrokerag-,, • Prod a property for you or a b-,Iyer for your l mperty,and assist,car)in neg atiaiing an acceptable price and other terms and conditions for the,trarrsa,tlon e pisclose all 'aduerse material taots vrhich the licensee knovrs or reasonably shoule have known, as defined above°and a Be available to receive and present wrdtert[)rfeis aria to you or flor-n you The above Customer or Client duties are required by law,and a licensee cannot agree with you to modify or eliminate any of them. tic 'nDvc any rucsuan,ubw:the Yiilwmaticn in ini:brcmuro.cCntpci- faho Rent Estale C�rlrn_ssim (2031334-32a5 Page 12 of 13 S fsuvcr lnitlals S411er Initials (Single Agency}Agency �ep rese n ti©ri'i Under'Agency Representation'(sometimes referred to as 'Srigle Agency').yoiu are a Chem and the licensee is your Anent who represents you,and only you,in yot;r rea?testate trans?:tfron_The entire brokerage is Obligated try prorrroft<your best interests No licensee in the brokerage is allowed to represent the other party to the transaction. If you are a seller,your Agent will seek a b-iyer to purchase your prop=rty at a prise and under terms and conditions acceptable to you,and assist with your rtegoiiations If you regoe&t It ir€wr#iirtg_your Agent witl seek reasonable proof of a prospactive purchaser's finaneia€ability to complete your trar-isaetion If you are a buyer,your Agent w0l seek a property for you to purchase at an acceptat�lu pace and terms and assist with your negotiations Your Agent wilf also advise you to consult vrith of?propriate professroriais,such as inspertors, attorneys; and tax advisors. If disclosed to all parties in writing,a brokerage may also ri present other Lxiyem who wr sh to make offers on the same property you are interested in purchasing LIICiltC� Dual Agency Dual Age€,ey Mears thv Brokerage and its licensees tepresent both the Uuyef T J and ti-,ti seller as Clients in the same transaction i ne brokerage must have both tie Buyer s and seller's consent to represent tooth parties under Limited Dual Agency You alight choose Limited Dual Acgertcy because you want to purchase a property listed by the same brokerage,or ;he Name brokerage knows of a btryer for your property. There are two kinds of Limited Dual Agency: Without Assigned Agents The brokerage and its licensees are Agents for both Clients equally ants cannot advocate on behalf of one client over the other stone of lute licensees at the brokerage can disclose confidential client information about either Client 'the brokerage must otherwise promote the non�conliictincg interests of both C ients, f;�erforirl the terms of the Buy�es and Seller R[�pre�er{ation Agreements vriih skill and care:air: other riuties required by law With Assignee! Agents The Designated Broker may assign € icividual licensees within the brokerage ('Assigned Agents')to art solely on behalf of each Client An assigned Agent has a ditty to promote the.,i€ent's best interests,even if your interests conflict with the interests of the other Client,including negotiating a Brice An Assigned Agent must maintain the Client's confidential inforrnawn T tie Designated Broker is always a Linriled Laval Arent for tya:h Clienia and ensures the Assigned Agents fulfill their duties to their respective clients What'to Look For in Any Written Agreement with a Brokerage A Buyer or Seller Representation Agroement or Cornpensation Anicernent Should arswer these questions a Vlhert will this agreement expire? e Can I cancel thEs agreement.and if c glider an Agency Representation m What hapfvns to[his agreement so,how, A.9reement am I vrilfing to allow the when a transaction is rompietncP a How%mil the hrokerage get paid 7 brokerage to reptesenl truth the ntiier party aid ne ma real ostate • Can I work w th other brokerages + What happens if I l;uy ar Selt on my transttcticn? dwiing the time of my agreement? owl? Real Estate Licensees Are Not Inspectors Unless you and a ficensee agree in writing a broxi:rage and its Lcensees are not required to conduct an independent inspection of a property or verify the accuracy or rompleter*ss of any stalements or represeritations made regarding a property, To learn about the condition of a property,you should obtain the advice of an appropriate professional, such as a home iF ispector,engineer or surveyor AudioNideo Surveillance Use caution when discussing anything while viewing a property,audio,or video surveillance equipment cszuid Ex:n lose on listed properties. if you sign n Representatlort Agreement or Compensation Af�reornerit with a licensee,the contract is actually between you andf the licensee`s brokera.q The D.estrgnated Broiler Is the only person authorized to modify or cancel a brokerap contract_. The Ifcertseewho gaycyou this I>rochum is licensed with, N m�of;arokerag?: Phone, - ------------- ---------------------------------------------------------------------------------------------------------------------------------- RECEIPT ACKNOWLEDGED d.rc;r„is By signr;ig helw".yc�r aGknor;icdce only that a licensee gave you a cosy of rhi-:A;rtncy Dkdowie Lf"hure54 . Tti€s document Is riot a contract,and S141:ting It dons riot obligate you to anyfhing, &gnstura 64ref Pi!'r+trtar�1�,�,` �r s �t�+ tom!" Date &'Z e.Z19 6igidalure r3ale Page 13 of 13 B yer Init als Seller Initials