CC - Outparcel Contract of Sale
Charlene Way
From:Sonya Allen
Sent:Monday, February 14, 2022 3:05 PM
To:Adrienne Weatherly; Charlene Way; Chris Johnson
Subject:FW: Rackham East - Outparcel Contract of Sale
Attachments:BVA_Offer_AcceptJan202022.pdf
From: Joshua Beach <JBeach@brightoncorp.com>
Sent: Tuesday, February 8, 2022 9:29 AM
To: Sonya Allen <sallen@meridiancity.org>
Subject: FW: Rackham East Annexation Legal Description & Exhibit Map (Revised)
External Sender - Please use caution with links or attachments.
Sonya, this is the PSA for the sliver of land along I-84.
We’ll have the revised legal descriptions by end of business today.
Josh Beach | Assistant Project Manager-Entitlement
BRIGHTON CORPORATION
Brighton – Creating Great Places
2929 W. Navigator Dr., Suite 400, Meridian, ID 83642
Mobile 208.871.3812
brightoncorp.com
From: Jon Wardle
Sent: Monday, February 7, 2022 3:45 PM
To: Joshua Beach <JBeach@brightoncorp.com>
Subject: RE: Rackham East Annexation Legal Description & Exhibit Map (Revised)
Josh,
Here is the PSA. It has not been closed, as of yet. We will have the legals by tomorrow.
Jon Wardle
BRIGHTON – Creating GREAT Places
O: 208.378.4000
D: 208.287.0518
C: 208.871.9361
E: jwardle@brightoncorp.com
From: Joshua Beach <JBeach@brightoncorp.com>
Sent: Monday, February 7, 2022 2:46 PM
To: Jon Wardle <jwardle@brightoncorp.com>
Subject: FW: Rackham East Annexation Legal Description & Exhibit Map (Revised)
Any word on this?
Josh Beach | Assistant Project Manager-Entitlement
1
BRIGHTON CORPORATION
Brighton – Creating Great Places
2929 W. Navigator Dr., Suite 400, Meridian, ID 83642
Mobile 208.871.3812
brightoncorp.com
2
CONTRACT OF SALE
THIS CONTRACT OF SALE ("Contract") is effective as of the date last set forth
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and BVA Development, LLC, an Idaho limited liability company andlor assigns
("Buyer").
1. Purchase. Seiler shall sell and Buyer shall purchase that certain real
nrnnarf%f fnnnfarl nn IQ PrAlinn Hin nri»a in fha r'ifu of AIlarirlinn ( nimhi of Arlo Cfafm of
Idaho, known as Parcel S1116427890, consisting of approximately .143 acres, which is
more particularly described on Exhibit A, attached hereto and made a part hereof,
together with any and all buildings, improvements, easements, rights and
aDourtenances thereto. whether or not recorded. includina. without limitation. all
development rights, air rights and water and water rights used in connection with the
real property, if any, (the "Subject Property"), all in accordance with the terms and
conditions hereinafter set forth.
L. License Tor eltitry. Jellel urlUefSL&HUS Lrlal muyer ucslres Lu uevelup
certain improvements on the Subject Property, and Seller grants to Buyer a license to
enter upon the Subject Property for all purposes reasonably related to a full and
adequate determination of the suitability of the Subject Property for such purposes,
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studies, and environmental tests and audits.
Buyer shall indemnify, defend and hold harmless Seller from any and all
liabilities, claims, damages, expenses (including, without limitation, reasonable
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and causes of action of any kind whatsoever (collectively, "Claims"), resulting from
Buyer's exercise of the license granted herein, unless caused by the willful or negligent
act or omission of Seller, its agents, contractors or employees. Notwithstanding the
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Property prior to Buyer's exercise of the license granted herein, Buyer's indemnification
and other obligations under this section shall not apply.
4. rurcnase rrice ano ivretnoo oT rayment. i ne total purcrase price rnr
the Subject Property shall be the sum of Seventy One Thousand and No1100 Dollars
($71,000.00) ("Purchase Price").
(a) Within five (5) business days after the Effective Date, Buyer shall
deliver the sum of Ten Thousand and No1100 Dollars ($10,000.00) to First American
Title Insurance Company, First American Title Insurance Company, 3540 E. Longwing
Lane, Ste. 230, Meridian, ID 83646, Attn: Tami DeJournett-Albert ("Escrow Agent") as
CONTRACT OF SALE-WOODS
an earnest money deposit ("Earnest Money Deposit"). The Escrow Agent shall invest
the Earnest Monev Deposit in an interest-bearing account at a federally-insured bank or
savings ana loan approvea oy 5eiier ana buyer. buyer snail proviae its taxpayer
identification number to the Escrow Agent contemporaneously with its deposit of the
Earnest Money Deposit. All interest earned on the Earnest Money Deposit shall be
credited to Buver_ All of the Earnest Monev Deposit. toaether with all accrued interest.
shall be credited to and considered as payment of part of the Purchase Price at the time
and upon consummation of the closing of this transaction. In the event Buyer defaults
under this Contract following its satisfaction and/or waiver of its conditions and
avnirm+inn of +ha inenan inn Dnrinrl me nrnwielari hain►nf tha Farnr.:Ic+ hllnnaw nanncit anti
all accrued interest shall be remitted to Seller as liquidated damages and as Seller's
sole and exclusive remedy for Buyer's default. The Earnest Money Deposit, including
all interest accrued thereon, shall be nonrefundable upon expiration of the Inspection
1•Y • 1 I • .I . r n 1 1 r 1. 1 .I • r.
(b) The balance of the Purchase Price necessary to complete the
navmPnt of the Purchase Price after credits. Arffimtments and nmrations. shall hp naid
to Seller by Buyer at the Closing Date hereunder by certified or cashier's check, wire
transfer or other immediately available funds acceptable to Escrow Agent.
4. Conditions Subsequent. Buyer's obligation to close the transaction
contemralated herein is subiect to the followina express conditions subsequent. Seller
shall cooperate with Buyer to execute any documents which may be necessary or
convenient to the satisfaction of the following conditions prior to the expiration of the
Inspection Period.
ta) t rie oupieut. rruperl.y t5 curreu ditU all 5ruure5, relauMs, Nerrnl[5,
approvals and written agreements satisfactory to Buyer (including, but not limited to, site
plan approvals, building and use permits, architectural approvals, environmental reports
and permits and traffic studies), required by the appropriate public or governmental
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with applicable law, and (ii) the use and development of the Subject Property as desired
by Buyer ("Government Approvals"), have been finally adopted, all without conditions
thereto which in Buyer's reasonable opinion would cause such to be economically
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require Buyer to appeal a denial, or to contest the conditions, of any adverse
Governmental Approval(s).
%L,j LJuyCil rl[lJ 1IW-VrGVYGu silty rJruy �v .v�u V� �u�rc;y, yr oulvcy vi uis
Subject Property that exists and has confirmed to its satisfaction the legal description of
the Subject Property.
CONTRACT OF SALE-WOODS / 2 / Y
f 1J1/ I
(c) The Subject Property (i) conforms to the descriptions herein; and
(ii) either consists of a single parcel or, if the Subject Property contains more than one
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the larger parcel shares its interior boundary lines with the other parcel or parcels.
(d) Within ten (10) days after the Effective Date, a current commitment
for title insurance covering the Subject Property issued by Escrow Agent, as agent for
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ALTA Owner's Policy of Title insurance in the amount of the Purchase Price
("Commitment"), together with a copy of each document listed (i) as an encumbrance
upon the title to the Subject Property or 00 as an exception to coverage in the
%,ommltment or till) as snown on the HLIA Survey, snati oe aetiverea t0 CSuyer. tSuyer
shall examine the Commitment and shall make any objections thereto in writing to
Seller, if any, prior to the expiration of the Inspection Period ("Notice of Objection").
TRIP to the Stihiacfi PrnnPrty -,hall he anod and markPtahle anti Rhall he frAa anti clear of
all liens encumbrances, easements, assessments, restrictions, tenancies (whether
recorded or unrecorded) and other exceptions to title, except the lien of taxes not yet
due and payable, those exceptions approved in writing by or caused by Buyer and
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(e) The Title Company has committed to issue, upon closing, a
standard coverage ALTA Owner's Policy of Title Insurance ('Title Policy"), in the
Property is vested in Buyer, subject only to the lien for taxes not yet due or payable and
the Permitted Exceptions and the documents approved and executed by the parties at
closing.
(f) Buyer, if it elects to do so at its own cost and expense, has
obtained any soils tests, engineering studies, and environmental surveys, tests and
audits which it desires, which shall show the Subject Property to be (i) free and clear of
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opinion, for Buyer's proposed use.
(g) All of Seller's representations and warranties under this Contract
shall continue to be true and correct as of the Closing Date.
In the event Buyer, at any time prior to Closing, deems any of the conditions set forth in
this Section 5 unsatisfied, Buyer may terminate this Contract by providing Seiler with
written notice of Buyer's election to terminate this Contract (the "Termination Notice").
11 DUYVI UCtIVUI,) U IV I M I I III IdUUI I I VUtIL V CIL UI }111U1 LU LI IV "-Aplf dLlUl l VI Lilt; I l izipv..LIVI I
Period, Buyer shall be entitled to a return of the Earnest Money Deposit and all interest
thereon within three (3) business days after the day on which Buyer delivers the
termination Notice, and tnereatter t)otn parties snalt oe reteasec Crom any Curtner
CONTRACT OF SALE-WOODS W 3/�
obligations hereunder, except for liabilities, actual or contingent which arose prior to the
date of termination. For purposes of this Contract, the "Inspection Period" shall be
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(30) days after the Effective Date.
5. Closing. Closing shall occur within ten (10) days after the expiration of
the Inspection Period if Buyer chooses not to provide a Termination Notice at or prior to
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on closing Prior to closing, Seller shall deposit with the Escrow Agent a duly executed
and acknowledged Warranty Deed ("Deed") in the form of Exhibit B attached hereto
conveying to Buyer the Subject Property. After all of the conditions of closing as set
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on the Closing Date deposit the Purchase Price by means of wire transfer or certified or
cashier's check with the Escrow Agent with instructions to disburse the Purchase Price
Section 5(f).
6. Costs. Any escrow fees and the cost of recording the Deeds shall be paid
P-m inliv by hnth nartips. Taxps anti l itilitips if anv shall he nrnratpd afi of the ('In-,inn
Date. Seller shall pay recording costs to remove financial encumbrances or exceptions
and Buyer shall pay recording cost for any other instruments for the benefit of Buyer or
Buyer's lender. Seller shall pay all other costs related to the sell of the Subject
7. Brokerage. Seller and Buyer hereby acknowledge, represent and warrant
to each other that no commissions are payable by Seller or Buyer to any broker or
8. Seller's Representations and Warranties.
(al sPllar rpnrPsenfc and warrants that SPlipr has authority to pntPr into
this Contract and to grant the license granted in Section 2 and that Seller holds
marketable fee simple title to the Subject Property.
(b) Seller represents and warrants that Seller possesses the ability to
nonvev rnarketahle fPP simnlP title to the SIIhient P►-nn(-rty- and that SPIIPr can and will
deliver at closing all necessary resolutions, agreements or other documents necessary
to evidence and confirm these representations and warranties at closing.
(c) Seller further represents and warrants all of the following:
V) JCllef i laS 11U K11UW1t�U4J.C UI di ly nd/—d1 UUUb IVIdU: Id1a kd5
hereinafter defined), Laving ever been used, produced, released, stored, transported,
CONTRACT OF SALE-WOODS 0 4 J
disposed of, generated, deposited or otherwise existing in, over, under or upon the
Subiect Property by anv person or entitv whatsoever. The term "Hazardous Materials"
snail UU11UGLIVely refer to u[aueJyraurJu Staraye 011K5, petruieu111 dnu perrureutrr pruuuct5,
asbestos, PCBs, ureaformaldehyde and any hazardous or toxic substances, pollutants,
contaminants, wastes or materials as defined under any and all environmental laws.
Seller, and to Seller's knowledge, all other persons or entities who have occupied or are
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with aft environmental laws and all other laws, rules and regulations (collectively,
"Laws") as well as all permits, licenses, certificates and approvals relating to the
development and use of the Subject Property (collectively, "Permits").
(ii) There are no pending actions against Seller (or to Seller's
knowledge, against any other person or entity) which relate to the condition or use of
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could give rise to such action.
(d) The representations and warranties set forth in this Section 11 shall
constitute continuing representations and warranties and shall be deemed to be true
dnu carrecL as 01 u►e L.Iasirly udce 01 ouyer s purc;r►ase aE me ouvjeut E--raperty. 'Jener
agrees to indemnify, defend and hold harmless Buyer from and against any and all
liabilities, claims, suits, judgments, damages, expenses, losses, diminution in value,
fQPq nPnalfiPc finPc anri rn�tc (inrlurlinn wiihm it limitatinn rpaGnnahlP attnrnPvc' fPP_c
and reasonable attorneys- fees on any appeal), judgments, proceedings and causes of
action of any kind whatsoever, arising out of or in any way connected with Seller's
breach of the representations and warranties set forth in this Section 11.
9. Successors. This Contract shall be binding on the heirs, successors,
assigns and personal representatives of the parties hereto.
10. Attorneys' fees. in the event either party initiates or defends any legal
such action or proceeding (in addition to any other relief which may be granted, whether
legal or equitable), shalt be entitled to recover from the losing party in any such action
its reasonable costs and attorneys' fees (including, without limitation, its reasonable
11. Default.
(a) In the event Buyer defaults or breaches this Contract, Buyer and
SPllP,r nnrPP that the Riwor'-, FarnPgt MnnPv nPnn-qit tnnPthPr with anv ar_mit-d intPrPgt
thereon, at the time of Buyer's default or Dream is a reasonable estimate of the
damages that the Seiler would incur. Buyer and Seller agree that the payment and
delivery of such amount to Seller shall be the sole remedy of Seller in the event of
Suver's default or breach of this Contract.
CONTRACT OF SALE-WOODS ArI 51
(b) In the event of Seller's default or breach, Buyer may terminate this
Contract upon written notice to Seller and obtain a refund of all amounts paid
12. Notices.
(a) AB notices given pursuant to this Contract shall be in writing and
shalt be given by personal service, bit United States mail or by United States express
Mall UT UU MI exf3f t�b5 tll;rrvel y service ksuuy l ab reurr al cxpl ess), pusl_clyu
or delivery charge prepaid, return receipt requested, or by electronic mail ("Email")
(provided, however, that the same notice will also be prompdy sent by at ieast one other
means allowed by this Contract) addressed to the appropriate party, as set forth below:
Seller: Michael Aaron Wood and Angela Wood
PO Box 1422
Boise,Idaho 83701
Buyer: BVA Development, LLC
2775 W. Navigator Drive, Suite 220
Meridian, Idaho 83642
1-1LLLI 1. 1 V 1 11 1 1\. 1 1--Lot JGI I
Telephone: (208) 685-9701
Email: tonn@bvadev.com
VVIII I CI L UPY LU. 0 V IVIC111CI19.C111CI IL JGI vlk vzJ, 11IL'.
Attn: Cortney Liddiard
901 Pier View Drive, Suite 201
Ir nhn Falk Irlahn AlAng
PO Box 51157
Idaho Falls, Idaho 83405
Phone: (208) 523-3794
With a copy to: BV Management Services, Inc.
Attn: Thel W. Casper
901 Pier View Drive, Suite 201
PO Box 51298
Idaho Falls, Idaho 83405
Phone: (208) 523-3794
CONTRACT OF SALE-WOODS 6
13. Assignment. Buyer shall have the right to assign Nis Contract without
C`nllnr'n nrinr ILIrI++nn nnnnn.+M}n ^ift ^l Vttni rnilrtr.r3 Ir+tl D?ninr nr 'nl" 'at 111nr 44i+ki�h
of SUCH assignment prior to ciosing snag ne clelrvereo by i3uyer to se►ier and feller snag
thereafter convey title pursuant to the Deed to Buyer's assignee identified 'in the notice.
14. Entim Agreement. Tis Contract contains the entire agreement between
the nnrtiR� hprp.tn nnrd .qiinprcnrip+c ail nrinr anrP..pmPntc nrnl nr written with r QnArt fn
the suatec€ matter nereor_ r ne prUursIorrs OI ►r)is Uorr►rac► snail oe colis►rueu a5 a wrlule
and not strictly for or against any party.
15. Joint and Several Obligations. In the event any party hereto is
several.
16. Counterparts. This Contract may be executed in counterparts, each of
which shalt be deemed an original and all of which shall constitute a single instrument,
CAI lid J1 IGIff ",- LJIIL,L/LI YLJ "V+ gI V^i OV 1LI VII LJI LIf IV W1 IA 1V1V L/I ., m�dI VV OF FLVI V"j Lc! fdr 6r LAVfI %s.
the parties hereto. Facsimiles or copies of original executed documents shall be
deemed an original.
deemed to refer to calendar days unless the time period specifically references
business days; provided that if the last date on which to perform any act or give any
notice under this Contract shall fall on a Saturday, Sunday or local, state or national
I M"IUGIr, JL.ltrf f GFL,L VI I IC/LFlrli JI IGIFF IJG lJGG3 rl�rW LII F IGi.Y 11 I„/{;WI I VI I I Itit.! vI !:I I V L,.I vI 1 LF IL, I Fa. ^t
succeeding business day.
18. Binding Contract. This Contract shall not be binding or enforceable until
original counterpart of this Contract fully executed by the delivering party.
19. No Third Party Beneficiary Rights. This Contract is not intended to
rrraa�� %^r chvarf U - innv k„ ;"4ewr+rn4oA ^r 4n t-roaOa �nw 4I^Iirr4 nnr%.i
beneficiary rights in any person not a party hereto unless otherwise expressly provided
herein.
EXECUTED effective as of the date last written below.
SELLER. BUYER:
BVA Development, LLC
Michael Aaron Wood an Idaho limited liability company..
CONTRACT OF SALE-WOODS n , 7��
Date:
_ _ J by its Executive Manager
v 6' BV Management Services Inc. an Idaho
daho
corporation
Anaeia Woo
Date:
Cortney Liddiard, President
Date:
CONTRACT OF SALE-► OODS