Warranty DeedASSIGNMENT AND ASSUMPTION OF
PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT
(hereinafter "Assignment") is made and entered into this 6th day of August, by and between Gem
Innovation Schools of Idaho, Inc. or assigns (hereinafter "Assignor") and Gem Prep: Meridian North,
LLC (hereinafter "Assignee").
WIT NESSETH:
WHEREAS, a Purchase and Sale Agreement was executed with Dale E. Bentley and Terri L.
Bentley, as Seller, Gem Innovation Schools of Idaho, Inc. or assigns, as Buyer, for the property
known as 5390 N. McDermott Road, City of Meridian, State of Idaho, County of Ada, incorporated
herein by this reference (hereinafter "Purchase Agreement");
WHEREAS, it is the desire of Assignor and Assignee that all of Assignor's right, title and
interest in and to said Purchase Agreement be transferred and assigned to Assignee;
NOW, THEREFORE, for value received, and in consideration of the mutual covenants herein
contained, the parties agree as follows:
1. Assignment: Assignor, by these presents, does hereby grant, convey, sell, assign,
transfer and set over unto Assignee all of its right, title and interest in and to said Purchase
Agreement and all deposits paid thereunder, to have and to hold the same unto Assignee, its
successors and assigns. This Assignment shall be effective upon the date of full execution, and
Assignee shall assume the rights and duties of the Purchase Agreement as of date of full execution.
2. Inspection: Assignee acknowledges that it has had an opportunity to review the
Purchase Agreement and is familiar with the current status of said Purchase Agreement.
3. Indemnification: Assignee hereby agrees to assume and hold Assignor harmless from
all of its duties, covenants and conditions to be kept and performed by Assignor under said Purchase
Agreement, as more particularly set forth therein.
IN WITNESS WHEREOF, Assignor and Assignee have executed this instrument the day and year
first above written.
ASSIGNOR:
By:
k/ «
Y
Printed a e: Josh Femreite
Title: hief Operating Officer
Date: 211 /I9 / )C-
ASSIGNEE
BY: U
Printed Pae: :Sus fie.-P,i4 e
Title: C . ', �' QO-t w ()tic e r
Date: P / / I1�
CONSULT YOUR ADVISORS - This docmnent has legal consequences. No representation has been made by author as to
the legal or tax consequences of this Agreement or the transactions) which it contemplates. Please review this document
with your attorney before signing. Tltese crre questions for your attorney and financial advisors.
TitleOne
it title & escrow co.
ESCROW CLOSING INSTRUCTIONS
Escrow No. 19336298
Date: 08/07/2019
To: TitleOne
1101 W. River Street, Suite 201
Boise, ID 83702
Ph. (208)287-5300
Fx. (866)229-4251
www.titleonecorp.com
Before close of escrow Dale E. Bentley and Terri L. Bentley, has or will deposit with you under these instructions
the following:
• Fully -executed warranty deed in favor of buyer herein
• Escrow closing statement
• 1099form
• Owners Affidavit
which you are hereby authorized and instructed to deliver, release and/or record when you have for the account of
Seller $630,751.61 subject to any charges and/or credit authorized herein; and Gem Prep: Meridian North LLC, an
Idaho limited liability company, has or will deposit with you a cashier's check or other certified funds as required to
comply with these instructions, and the following:
• Escrow closing statement
You are hereby authorized and directed to use the funds and documents described above, when you are able to
close in accordance with the instructions below:
When you are in a position to issue or have issued an ABTA Policy (or policies) of title insurance insuring Buyer (or
as otherwise hereinafter provided) in the form as follows:
ALTA Owners Policy (6/17/06): Extended Coverage
in the amount of $630,751.61 on the real property described in Title Commitment No.19336298 issued by TitleOne,
which the undersigned have read and approved, which will show record title vested in: Gem Prep: Meridian North
LLC, an Idaho limited liability company free and clear of all encumbrances except for the insuring clauses,
exceptions, exclusions, provisions and stipulations customarily contained in the printed provisions of such form and
exceptions 9-17,19 as set forth in above referenced Title Commitment dated July 25, 2019 .
Then you are instructed to disburse deposited funds pursuant to the Escrow Closing Statement(s) examined and
approved by the parties hereto and by this reference made a part hereof. Proceeds of this escrow may be disbursed
by your check payable to the respective parties, and your checks and documents may be mailed to the addresses set
forth herein.
Escrow holder has been instructed to prepare certain documents in connection with this transaction which documents
have been read and approved by the parties as to form, content and terms AND have been approved for use in this
escrow:
Escrow Instructions Page I of 5
DOCUMENTS PREPARED BY ESCROW: Warranty Deed
1. FIRPTA: Escrow Agent is released from and shall have no liability, obligation or responsibility with respect
to (a) withholding of funds pursuant to Section 1445 of the Internal Revenue Code 1986 amended, (b)
advising parties as to the requirements of such Section, (c) determining whether the transferor is a foreign
person under such Section, or (d) obtaining a non -foreign affidavit or other form withhold under such
Section.
2. You are instructed to prorate as of close of escrow the following: Taxes, Trash and Irrigation
and it is understood that the prorated charges shown upon the escrow closing statement are prorated as of
that date. In the event of a change in the closing date, TitleOne is instructed to adjust the proration date
accordingly without further written instruction from the undersigned.
Assume a per diem basis (based on 365 days per year) in the proration herein provided, except rents which
shall be prorated on the number of days in the current month. And unless parties otherwise instruct you,
you are to use the information contained in the last available tax statement, rental statement, or
beneficiary's statement delivered into escrow for the prorations provided above. It is understood and agreed
that the real property tax proration herein is based on 2019 Estimated taxes in the amount of $3,752.44.
The undersigned parties hereby affirm and agree that Escrow Holder, its employees, agents or assigns
have not made any warranties as to the accuracy of these tax figures. Further, the undersigned parties
agree that should the actual tax, as shown in the tax statement forwarded by the Assessor's office during
the year of sale, differ from the figure represented in the closing statement, the parties will make adjustment
between themselves, outside of escrow. Escrow Holder shall not be responsible or liable for
reimbursements as required thereby.
3. All water and utility charges will be handled by the principals outside of escrow. Escrow holder is not to be
concerned with or responsible for transfer of keys and/or physical possession of the property.
4. Unless specifically provided elsewhere in these instructions, the cancellation, transfer or purchase of fire or
other casualty insurance shall be handled by the parties outside of this escrow.
You are authorized to add additional interest to loan payoffs or other demands as necessary to account for
potential delivery or posting delays by the lender. If an overpayment occurs, the beneficiary will refund any
overpayment directly to the borrower. You are authorized to deduct from seller's proceeds any additional
monies due on loan payoffs or other demands as necessary to effectuate title as described above, and
seller agrees to reimburse you for any charges incurred by you in connection with obtaining said payoffs or
demands. The parties understand that there may be adjustments on interest or unusual recording fees after
the signing of these instructions. You are further authorized to deduct same from seller's proceeds and/or
deduct from buyer's funds any payments made by you for said recording fees.
6. All money received by you in this escrow is to be deposited in your trust account pending closing. Seller
and/or Buyer hereby acknowledge and consent to the deposit of the escrow money in financial institutions
with which Escrow Holder has or may have other banking relationships and further consent to the retention
by Escrow Holder and/or its affiliates of any and all benefits which may be received from such financial
institutions by reason of their maintenance of said trust accounts. Unless otherwise specifically agreed, you
may commingle funds received by you in escrow with escrow funds of others and may deposit such funds in
a checking account with any federally insured bank. It is understood that you shall be under no obligation to
invest funds deposited with you on behalf of any depositor, nor shall you be accountable to the depositor for
any earnings or other incidental benefits attributable to the funds which may be received by you while you
hold such funds.
Escrow Instructions Page 2 of 5
7. These instructions are effective for 15 days from the date hereof; and thereafter, without written instructions
to continue, you are authorized and instructed to cancel this escrow. I/We, jointly and severally, agree to
pay your cancellation fee and all charges in connection therewith. In the event of cancellation of this
escrow, all funds, except loan funds, shall be held subject to written cancellation instructions executed by all
principals involved.
8. These escrow closing instructions may be executed in counterparts with like effect as if all signatures
appeared on a single copy.
9. You are bound solely by the provisions set forth in these escrow instructions and the parties hereto
understand that you are not a party to any earnest money receipt and agreement or commission agreement
(agreements), executed by the parties herein, and that said agreements (and amendments thereto, if any) is
(are) not a part of these escrow closing instructions.
10. You are to be concerned only in the performance of your duties in compliance with these escrow closing
instructions. You are to assume no liability for the sufficiency or enforceability of any provisions in said
agreements. The undersigned hereby affirm that all of the terms and conditions contained in the earnest
money agreement have been met or waived to the complete satisfaction of the parties.
11. You are instructed to furnish to any broker or lender identified with this transaction or anyone acting on
behalf of such broker or lender, any information concerning this escrow upon request of said broker or
lender.
12. Should any disputes arise between parties interested in property or funds covered by these instructions, you
shall have the option to hold all matters pending in their then existing status or to join in or commence a
court action, or to bring an action in interpleader, at your option. Upon your determination to hold this
escrow open for determination of the rights of the parties, you will be relieved of all responsibility to proceed
until the rights of the parties are settled to your satisfaction. Further, you as escrow holder shall be entitled
to continue to so refrain to act until (a) the parties hereto have reached an agreement in their differences
and shall have notified the escrow holder in writing of such agreement or (b) the rights of the parties have
been duly adjudicated by a Court of competent jurisdiction. It is further agreed that in the event of any suit
or claim made against you by either or both parties to this escrow or in the event any suit is instituted by you
to resolve your responsibility regarding conflicting claims of both parties to this escrow, that said parties,
jointly and severally, shall be required to pay you all expenses, costs and reasonable attorney's fees
incurred by you in connection therewith, whether suit is instituted by you or any of the parties hereto, or not.
13. In the event of any disagreement between the parties hereto, or demands or claims made upon you by the
parties hereto or interested herein or by any other party, you, as escrow holder, shall have the right to
employ legal counsel to advise and/or represent you in any Suit or action brought affecting this escrow or
the papers held in connection herewith or to bring an action in interpleader, at your option. The parties
hereto shall be jointly and severally liable to you for any and all attorney's fees, costs, and disbursements
incurred by you in connection with the employment of counsel in such conflict and, upon demand, the
parties shall forthwith pay the same to you, as escrow holder. If you are required to institute suit to collect
such sums as are owed to you pursuant to this or any other provision of this instructions, you shall further be
entitled to payment by the parties found liable for such unpaid charges of any costs and attorney's fees
incurred in the prosecution of such action.
14. Buyer and Seller acknowledge and agree that Escrow Holder will rely on the payoff amount provided by
Seller's lender prior to closing as being the entire and final amount due to Seller's lender in closing the real
estate transaction hereunder ("Transaction"). If Seller's lender demands after closing (1) that Escrow Holder
pay Seller's lender additional funds or fees that were not otherwise included in the payoff amount provided
to Escrow Holder prior to closing, or (2) refuses to reconvey or release its security interest in the real
property for any reason whatsoever then Buyer and Seller agree as follows:
Escrow Instructions Page 3 of 5
a) Escrow Holder may reverse the Transaction and return Buyer and Seller back to the position
in which they were before closing and otherwise return any funds to any party who deposited
the same into escrow, including, without limitation, Buyer's lender.
b) if Escrow Holder reverses the Transaction, Buyer and Seller hereby agree to release and hold
Escrow Holder harmless for any and all claims, damages, costs, expenses, fees, penalties,
and liabilities (including reasonable attorneys' fees) arising out of or related to Escrow Holder's
reversing of the Transaction, without limitation (i) any direct, consequential nominal,
restitutionary, or punitive damages and (ii) any fees Buyer or Seller may have paid to a third -
party in connection with the Transaction, including lenders' fees and qualified intermediary
fees,
c) Buyer and Seller will execute any and all documents required by Escrow Holder to reverse the
Transaction, including, without limitation, all deeds necessary to transfer the real property back
to Seller;
Notwithstanding anything to the contrary in these escrow instructions, this Section 14 of the
escrow instructions and the duty to release and hold Escrow Holder harmless hereunder shall
survive the termination or expiration of these instructions and the closing of the Transaction.
15. If for any reason funds are retained or remain in escrow after closing date, you are to deduct therefrom a
reasonable monthly charge as custodian thereof of not less than $10.00 per month.
ADDITIONAL INSTRUCTIONS
DECLARATION OF ESCROW SERVICES:
Both Buyer and Seller acknowledge the following by their signatures below:
We have been specifically informed that TitleOne is not licensed to practice law and no legal or accounting advice
has been offered by TitleOne or any of its employees. We have been further informed that TitleOne is acting only as
escrow holder and that it is forbidden by law from offering any advice to any party respecting the merits of this escrow
transaction or the nature and content of the documents executed herein, and that it has not done so.
We have been requested by escrow holder to seek legal counsel of our own choosing at our own expense, if we
have any doubt concerning any aspect of this transaction.
We have been afforded adequate time and opportunity to read and understand these escrow instructions and all
other documents referred to therein.
These escrow closing instructions constitute the entire agreement between the escrow holder and the undersigned
parties. Any amendments and/or supplements to these instructions must be made in writing.
We further understand that TitleOne assumes no liability as to any law, ordinance or governmental regulations
including, but not limited to, building, zoning and division of land ordinances and assumes no responsibility for
determining that the parties to the escrow have complied with the requirements of the Truth in Lending, Consumer
Protection Act (Public Law 90-321), or similar laws.
THE UNDERSIGNED HAVE READ AND FULLY UNDERSTAND THE FOREGOING ESCROW CLOSING
INSTRUCTIONS AND ALSO THE DECLARATION SET FORTH ABOVE AND AGREE TO SAME.
Escrow Instructions Page 4 of 5
Gem Prep: Meridian North LLC, an Idaho limited liability company
By: Gem Innovation Schools of Idaho, Inc., an Idaho corporation, Its Sole Member
Dale . Bentley
Terri L. Bentley
Forwarding address (buyer)
Acknowledged by:
TitleOne
Scott Darling
Forwarding address (seller)
Escrow Instructions Page 5 of 5
TitleOne
a title & escrow co.
Privacy Policy Notice
1101 W. River Street, Suite 201
Boise, ID 83702
Ph. (208)424-8511
Fx. (866) 638-6981
www.titleonecorp.com
Rev. 10-23-2017
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Financial companies choose how they share your personal information. Federal law gives consumers
the right to limit some but not all sharincy. Federal law also requires us to tell you how we collect, share,
I
and protect your personal information. Please read this notice carefully to understand what we do.
The types ol'personal information we collect and share depend on the product or service you have with
us. This information can include:
• Social Security number and account balances
• Payment history and credit card or other debt
• Checkino, account information and wire transfer instructions
41
When you are no longer our customer, we continue to share your information as described in this notice.
All financial companies need to share customers' personal information to run their everyday business.
In the section below, we list the reasons financial companies can share their customers' personal
information; the reasons TitleOne chooses to share; and whether you can limit this sharing.
MEN=
For our everyday business purposes — such as to process your
transactions, maintain your account(s), respond to court orders
and legal investigations, or report to credit bureaus Yes No
For our marketing purposes- to offer our products and services
No
We don't share
to you
For joint marketing with other financial companies
No
We don't share
For our affiliates' everyday business purposes- information
Yes
No
about your transactions and experiences
For our affiliates' everyday business purposes- information
No
We don't share
about your creditworthiness
For our affiliates to market to you
No
We don't share
For nonaffiliates to market to you
No
We don't share
min= Go to www.titleonecorp.com
Who is providing this notice?
TitleOne
I i 1 0 1
How does
To protect your personal information from unauthorized access and use, and use
m p
ct my personal information?
protect
security measures that comply with federal law. These measures include
computer safeguards and secured files and buildings.
How does TitleOne
We collect your personal information, for example, when you
collect my personal information?
0 Apply for insurance or pay insurance premiums
• Provide your mortgage information or show your driver's license
• Give us your contact information
We also collect your personal information from others, such as credit bureaus,
affiliates, or other companies.
Why can't I limit all sharing?
Federal law gives you the right to limit only
• Sharing for affiliates' everyday business purposes —information about
your creditworthiness
• Affiliates from using your information to market to you
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State laws and individual companies may give you additional rights to limit
sharing.
l Affiliates
Companies related by common ownership or control. They can be financial and
nonfinancial companies.
• Our affiliates include companies that are owned in whole or in part by
Realogy Holdings Corp., such as Better Homes and Gardens Real Estate,
CENTURY 21@, Coldwell Banker@, Coldwell Banker Commercial@, The
Corcoran Group@, ERA@, Sotheby's International Realty@, ZipRealty@,
NRT LLC, Cartus and Title Resource Group.
Nonaffiliates
Companies not related by common ownership or control. They can be financial
and nonfinancial companies.
* TitleOne does not share with nonqffiliates so they can market to you.
Joint Marketing
A formal agreement between nonaffiliated financial companies that together
C,
market financial products or service to you.
• TitleOne does not share with nonaffiliatedfinancial companies for joint
marketing purposes.
Buyer/Borrower Initial(s) Seller InitialsO---f
ADA COUNTY RECORDER Phil McGrane 2019-073908
BOISE IDAHO Pgs=2 HEATHER LUTHER 08/13/2019 11:41 AM
TITLEONE BOISE $15.00
TitleOne
a title & escrow co.
Order Number: 19336298
Warranty Deed
For Value Received,
Dale E. Bentley and Terri L. Bentley, husband and wife, the Grantor, does hereby grant, bargain sell and convey
unto, Gem Prep: Meridian North LLC, an Idaho limited liability company, whose current address is PO Box 86,
�Deary, ID 83823-0086, the Grantee, the following described premises, in Ada County, Idaho, To Wit:
Commencing at the Northwest corner of the Southwest quarter of Section 28, Township 4 North, Range 1
West, Boise Meridian, Ada County, Idaho; thence
South a distance of 540.97 feet along the West boundary line of said Southwest quarter to the True Point of
Beginning; thence
East a distance of 450 feet along the line parallel with the North boundary line of the Southwest quarter;
thence
South a distance of 774.4 feet along the line parallel with the West boundary line of said Southwest quarter
to the South boundary line of the Northwest quarter of the Southwest quarter; thence
West a distance of 450 feet along said South boundary line of the Northwest quarter of the Southwest
quarter to the West boundary line of said Northwest quarter of the Southwest quarter; thence
North a distance of 774.4 feet along the West boundary line of said Northwest quarter of the Southwest
quarter to the True Point of Beginning.
TO HAVE AND TO HOLD the said premises, with their appurtenances unto the said Grantee, its heirs and assigns
forever. And the said Grantor does hereby covenant to and with the said Grantee, that Grantor is the owner in fee
simple of said premises; that they are free from all encumbrances EXCEPT those to which this conveyance is
expressly made subject and those made, suffered or done by the Grantee; and subject to all existing patent
reservations, easements, right(s) of way, protective covenants, zoning ordinances, and applicable building codes,
laws and regulations, general taxes and assessments, including irrigation and utility assessments (if any) for the
current year, which are not due and payable, and that Grantor will warrant and defend the same from all lawful claims
whatsoever. Whenever the context so requires, the singular number includes the plural.
Remainder of this page intentionally left blank.
Order Number: 19336298 Warranty Deed (4-09) - Page 1 of 2
Dale E. Bentley
c
i L. Bentley
State of Idaho, County of A4 , ss.
On this 1.344 day of August in the year of 2019, before me, the undersigned, a Notary Public in and for said
State, personally appeared Dale E. Bentley and Terri L. Bentley, known or identified to me to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same.
,,eoa�
Notary Public ��►• .� V DAB •
Residing In: : BOOK ID '-44O••......••L��•.,.
My Commission Expires: COMMISSION EXPIRES:11-M19 r� °• 1�nTAR ••'C
(seal) Y
S PUB LIC
•0 2A0••• O
y OF tpe:•••
Order Number: 19336298 Warranty Deed (4-09) - Page 2 of 2
TitleOne: Commercial
1101 W. River Street
Suite 201
Boise, ID 83702
(208)424-8511
BUYER(S) CLOSING STATEMENT
Type: Commercial
Property: 5390 N MCDERMOTT ROAD
MERIDIAN, ID 83646 (ADA)
(SO428325600)
Buyer(s): GEM PREP: MERIDIAN NORTH LLC, AN IDAHO LIMITED LIABILITY COMPANY
PO Box 86
Dearv,ID 83823.0086
File Number: 19336298
Sales Price: $630,751.61
Close Date: 8/13/2019
Disbursement Date: 8/13/2019
Date Prepared: 819/2019 8:22:52 AM
Description
P.O.C.
Debit
Credit
Deposits, Credits, Debits
Earnest Money from Gem Innovation Schools of Idaho, Inc., an Idaho corporation
$15,000,00
Sale Price of Property
$630,751.61
Prorations
Proata Irrigation (Nampa Meridian Irrigation) 8/13/2019 to 1/1/2020 @ $616.75/Year
$238.25
Prorata Trash 8/13/2019 to 9/30/2019
$27.79
County Taxes 1/1/2019 to 8/13/2019 @ $3,752.44/Year
$2,302.87
Prorata Irrigation (Creason Lateral) 8/13/2019 to 1/1/2020 @ $48.00/Year
$18.54
Title Charges
Title - Owner's Title Insurance ($ 2,925.00) to TitleOne
$975.00
Title - Settlement or closing fee to TitleOne $1,000.00
$500.00
Government Recording and Transfer Charges
Recording fees: Deed $19.50
$19.50
Totals
$632,530.69
$17,302.87
Balance Due FROM Buyer: $615,227.82
APPROVED AND ACCEPTED
BUYER(S)
Gem Prep: Meridian North LLC, an Idaho limited liability company
By: Gem Innovation Schools of Idaho, Inc., an Idaho corporation, Its Sole Member
/0
By: _
N b Ce or i �P
Its: ei,;e n k.)d— KtL.Q,Is
SETTLEMENT COORDINATOR
Scott Darling
File Number: 19336298 1 of 1