Loading...
14-1599 Real Property Conveyance Storey Park for Meridian Dairy DaysADA COUNTY RECORDER Christopher Q. Rich AMOUNT .00 2 641SE IDAHO 03/06/14 01:02 PM QEPUTY Bonnie Oberbillig III IIIIIIIIIIIII'lllll'lllll'II III'll RECORDED-REQUEST OF 114016636 Meridian City -_ CITY OF MERIDIAN ORDINANCE NO. - ~5~ BY THE CITY COUNCIL: BIRD, BORTON, CAVENER, MILAM, ROUNTREE, ZAREMBA AN ORDINANCE AUTHORIZING THE CONVEYANCE OF CERTAIN CITY OWNED REAL PROPERTY ~ TO THE MERIDIAN DAIRY AND STOCK SHOWS INC LOCATED AT STOREY PARK IN THE CITY OF MERIDIAN, LEGALLY DESCRIBED AS LOT 3, BLOCK 1 OF THE PENDING STOREY PARK SUBDIVISION; AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AND ATTEST ON BEHALF OF THE CITY OF MERIDIAN THE EXCHANGE AGREEMENT, ACCESS EASEMENT, DEED, AND OTHER DOCUMENTS NECESSARY TO COMPLETE THE TRANSACTION; PROVIDING FOR A WAIVER OF THE READING RULES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Idaho Code 50-1401, the City Council has statutory authorit to sell, exchange, or convey any real property owned by the city which is Y underutilized or which is not used for city public purposes; and, WHEREAS, when it is determined by the City Council to be in the City's best interest, the Council may by Ordinance duly enacted, authorize the exchange of the city- ownedreal property for property of like value; and, WHEREAS, the terms of the proposed exchange are attached hereto as Exhibit A and Exhibit B and shall be a matter of public record; and, WHEREAS, a public hearing was held at the regular meeting of the Meridian Cit Council on February 25, 2014 and at the conclusion of said hearing, the City Y . Council moved to approve the proposed real property exchange, subject to certain terms and conditions, and directed staff to bring forth this Ordinance ,authorizing the conveyance. NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF MERIDIAN, IDAHO: Section 1. That a public hearing on the proposed real property exchange was held at the February 25, 2014 meeting of the Meridian City Council. Section 2. That the City Council determined after the public hearing that the exchange parcel is underutilized and not currently used for public purposes. ORDINANCE AUTHORIZING CONVEYANCE OF PROPERTY -Page 1 of 2 Section 3. That the proposed exchange is in the City's best interest and the terms and conditions contained in the Real Property Exchange Agreement and the Access Easement attached hereto as Exhibit A and B are hereby approved. Section 4. That the Mayor and City Clerk shall be authorized to execute and attest the Exchan e A reement (Exhibit A), the Access Easement (Exhibit B), a standard form g g warrant deed, and any other documents necessary to complete the conveyance Y authorized by this Ordinance. Section 5. That ursuant to the affirmative vote of one-half (1/2) plus one (1) of p the Members of the full Council, the rule requiring two (2) separate readings by title and one 1 readin in full be, and the same is hereby, dispensed with, and accordingly, this () g Ordinance shall be in full force and effect upon its passage, approval and publication. ~,1.-- PASSED by the City Council of the City of Meridian, Idaho, this -day of ~ Q~C,~ , 2014. APPROVED by the Mayor of the City of Meridian, Idaho, this ____ day of h ~_, 2014. t APPROVED: ,~~~ , -~~ ~,O~~T MY DE ~VEERD 1 ATTEST: 4y ,~i~.~~„U~,z~~ ti` ~~ .Si . ~~ !~ ~. ,. ~~ j ~ ~ p ~ ~~ ~ ~~ JAY L. HOLMAN, CITY ALE ~ ~,~ ~~~~ yaw ~ t. n~ ,,~,; ~ t.;l C' j' n ~. ~ ~ u _ ~+. ORDINANCE AUTHORIZING CONVEYANCE OF PROPERTY -Page 2 of 2 EXHIBIT B City Clerk City of Meridian 33 E. Broadway Meridian, Idaho 83642 APPROVAL COPY ONLY DO NOT RECORD EASEMENT AGREEMENT This Easement Agreement ("Easement Agreement") is made and entered into this da of , 2014 by and between The City of Meridian, an Idaho Municipal y .. Corporation ("Grantor") whose current address is 33 E. Broadway, Meridian Idaho, 83642 and the Meridian Dairy & Stock Shows, Inc., an Idaho Corporation ("Grantee"), whose current address is 1892 W. Hendricks Ct, Meridian, Id 83646. RECITALS: WHEREAS, Grantor is the owner of the real property described on Exhibit A attached ("Grantor Real Property"). WHEREAS, Grantee is the owner of the real property described on Exhibit B attached ("Benefited Real Property"}. WHEREAS, The Grantee has requested the Grantor to convey to the Grantee a nonexclusive easement on a portion of the Grantor Real Property in favor of the Benefited Real Property for the purposes described in Section 2.1 below. The portion of the Grantor Real Property that has been requested for the easement is described on Exhibit C attached ("Easement Real Property") and Exhibit D attached ("Easement Sketch"). WHEREAS, the purposes of this Easement Agreement are (i) to describe the easement granted, and (ii) to establish the relative rights and obligations of the parties regarding the easement granted under this Agreement. AGREEMENT: EASEMENT AGREEMENT -1 EXHIBIT B NOW, THEREFORE, for good and valuable consideration, the receipt and sufficienc of Y which are hereby acknowledged, the parties hereby agree as follows: 1. Recitals. The parties hereto repeat herein by this reference the Recital ara ra hs set p g p forth above as if said paragraphs were set forth here in full. 2. Grant of Easement. For value received, Grantor hereby GRANTS AND CONVEYS to the Grantee a perpetual nonexclusive easement on the Easement Real Propert "Easement" . Y( ) 2.1 Purposes of Easement. The Easement is granted solely for the followin g purposes and no other: The Easement shall be used for ingress and egress for pedestrian and vehicular travel by Grantee and its respective tenants, representatives, customers, invitees and agents. Grantee's use of this nonexclusive easement shall not be inconsistent with and shall not interfere with Grantor's use of the Easement as ingress and egress to a ublic ark. No vehicle p p operating on the Easement shall exceed a speed of fifteen (15) miles per hour, exce t as p otherwise designated by signs posted by Grantor. No parking of any vehicles shall be ermitted p on the Easement. 2.2 Easement Obstructions. No fence or other barrier shall be erected or ermitted p within or across the Easement which would prevent or obstruct the assa e of edestrian or p g p vehicular travel; provided, however, that the foregoing shall not prohibit the tem orar erection p Y of barricades which are reasonably necessary for security and/or safet u oses in connection . Yp~ with the construction, reconstruction, repair and maintenance of improvements, includin the g Easement, on the Grantor's Property, it being agreed by the parties however, that all such work shall be conducted in the most expeditious manner reasonably ossible to minimize the p interference with the use of the Easement by the owner of the Benefited Real Pro ert and its p Y~ respective tenants, representatives, customers, invitees, and agents, and such work shall be diligently prosecuted to completion. 2.3 Relocation Reservation. This Easement is being granted rior to the develo m •p pent of the Grantor s Property. The Grantor has no obligation to make im rovements p upon the Grantor's Property for the Easement. Grantee shall coordinate the use of the Easement by construction vehicles with Grantor. Grantor hereby reserves the ri ht to relocate the g Easement upon the Grantor's Property either before or after the develo ment of the Grantor's . p Property, upon thirty days prior written notice to Grantee, provided, however, that the location where the Easement abuts the Benefited Real Property shall not be altered without the ex ress p written consent of the owner of the Benefited Real Property. The parties then a ree to execute g deliver and record an amendment to this document to evidence an such relocation. Y 2.4 Covenants and Agreements of the Grantor. The Grantor, on behalf of the Grantor and the Grantor's heirs, successors, assigns, purchasers, or transferee of an kind Y covenants and agrees with the Grantee and the Grantee's heirs, successors, assi ns, urchasers g p or transferee of any kind, that the provisions of this Easement Agreement i shall run with and . () bend the Easement Real Property, and (ii) shall inure to the benefit of, and be enforceable at law or In equity) by any owner of all or part of, the Benefited Real Property. EASEMENT AGREEMENT - 2 EXHIBIT B 2.4.1 Repair and Maintenance. Subject to Grantee's obli ations as set f g orth in Section 2,5.3, below, Grantor shall at its expense maintain all im rovem p ents located on the Easement Real Property in good and sufficient re air and shall kee the Easem p p ent Real Property in a neat and aesthetically pleasing condition. 2.5 Covenants and Agreements of the Grantee. The Grantee on behalf of the Grantee and the Grantee s heirs, successors, assigns, urchasers or transferee of p ~ any kind, covenants and agrees with the Grantor and the Grantor's heirs, successors assi ns urchasers g ~p or transferee of any kind, as follows: 2,5.1 Indemnification. To indemnify, defend, and hold harmless the Grantor and its successors, assigns and agents from any loss, claim, or other liabilit of an natur y y e (including attorney fees and costs) that may arise from any use of the Easement b the Grantee Y and its respective tenants, representatives, customers, invitees, and a ents. g 2.5.2 Insurance. To purchase and maintain at all times a olic of p Y Comprehensive General Liability insurance utilizing an Insurance Services Office standard form with Broad Form General Liability Endorsement, or equivalent in an amount of not less than $1,000,000.00 per occurrence of bodily injury and property lama e combined. The olic shall g p Y insure the Grantee with the owner(s) of the Easement Real Property as an additional insured and shall also insure against liability arising out of the use, occupancy or maintenance of the Easement Real Property. The policy shall be with a company with a Best's ratin of B+ or , g higher (or equivalent substitute rating). 2.5.3 Repair of Damage. All damage to any improvements caused b Y Grantee's use shall be repaired by Grantee as promptly as is reasonably possible. If such re airs p are not made, the Grantor, upon fifteen (15) days prior written notice, shall have the ri ht to g correct such condition. The Grantee shall promptly reimburse the Grantor for such costs. The Grantee shall be liable, and the Benefited Real Property shall be subject to a lien for all costs and expenses incurred by the Grantor in taking-such corrective action, plus all costs incurred in collecting the amounts due. 2.5.4 Installation of Below-Ground Utilities by Grantee. In the event the Grantee shall desire to install or construct utilities to the Benefited Real Propert in the Easement . Y Real Property, Grantee shall provide Grantor with not less than sixty (60) da s advance written . Y notice to Grantor, which notice shall include a copy of all proposed plans and specifications for the location of such below-ground utilities. The installation of such utilities b Grantee: i shall Y () be performed in a good and workmanlike manner; (ii) shall be performed at Grantee's sole cost and expense and at no expense to Grantor; (iii) once commenced, all such work shall be conducted in the most expeditious manner reasonably possible to minimize the interference with the use of the Easement Real Property by Grantor; and (iv) the Easement Real Pro ert shall be p Y restored to the condition in which it existed .immediately prior to such installation. No installation of below-ground utilities shall be allowed between the dates of Ma 1St and Jul 31St Y Y of each calendar year. EASEMENT AGREEMENT - 3 EXHIBIT B 3. General Provisions. 3.1 Notices. All notices, demands and re uests re uired or desired ' thi q q to be given under s Agreement must be in writing and shall be deemed to have been iven . g as of the date such writing is (i) delivered to the party intended, (li delivered to the then curr ent address of the party intended, or (iii) rejected at the then current address of the art intended ' ' p y ,provided such writing was sent prepaid. The initial address of the signatories hereto is set forth in the introduc tory paragraph of this Agreement. Upon at least ten (l o) days' riot written notice each ha p ~ party shall ve the right to change its address to any other address within the United States of Am ' erica. 3.2 Attorney Fees and Costs. If a suit, action, or other roceedin arisin out of or p g g related to this Easement Agreement is instituted by an art to this Easement A teem .. Y p Y g ent, the prevailing party shall be entitled to recover its reasonable attorne fees ex ert witness fees an .. Y ~ p d costs (i) incurred in any settlement negotiations, (ii) incurred in re arin for rosecutin or p p g ~p g defending any suit, action, or other proceeding, and (iii) incurred in re arin for rosecutin r p p g ~p go defending any appeal of any suit, action, or other proceedin . For the u ose of this section . .g p ~ "attorney fees" shall mean and include (1) attorney fees and (11) parale al fees. This section shall . g survive and remain enforceable notwithstanding any rescission of this Easement A reement or a g determination by a court of competent jurisdiction that all or any ortion of the remainder of this . p Easement Agreement is void, illegal, or against public policy. 3.3 Governing Law, Jurisdiction, and Venue. This Easement A reement shall be g construed and interpreted in accordance with the laws of the State of Idaho. The arties a tee p g that the courts of Idaho shall have exclusive jurisdiction and agree that Ada Count is the ro er Y pp venue. 3.4 Time of the Essence. Time is of the essence with respect to the obli ations to be g performed under this Easement Agreement. 3.5 Rights Cumulative. Except as expressly provided in this Easement A reement g and to the extent permitted by law, any remedies described in this Easement A reement are g cumulative and not alternative to any other remedies available at law or in e uit . q Y 3.6 Nonwaiver of Remedies. The failure or neglect of a party to enforce an remed Y Y available by reason of the failure of the other party to observe or perform a term or condition set forth in this Easement Agreement shall not constitute a waiver of such term or condition. A waiver by a party (i) shall not affect any term or condition other than the one s ecified in such .. p waiver, and (ii) shall waive a specified term or condition only for the time and in a manner specifically stated in the waiver. 3.7 Successors and Assigns. This Easement Agreement shall be bindin u on and gp inure to the benefit of the parties and their respective successors, assi ns, heirs ersonal g ~p representatives, purchasers, or transferees of any kind. 3.8 Entire Agreement. All Schedules and Exhibits to this Easement A reement g constitute a part of this Easement Agreement. This Easement Agreement, to ether with the g accompanying Schedules and Exhibits, constitutes the entire agreement amon the arties and g p supersedes all prior memoranda, correspondence, conversations and negotiations. EASEMENT AGREEMENT - 4 EXHIBIT B IN WITNESS WHEREOF, the undersigned have caused this Access Easement A reement to be g executed the day and year first written above. SIGNATURES TO FOLLOW ON NEXT PAGE APPROVAL COPY ONLY NOT FOR EXECUTION AT THIS TIME EASEMENT AGREEMENT - 5 EXHIBIT B STATE OF IDAHO ) ss. County of Ada ) On this day of , 2014, before me personally appeared Tammy de Weerd and Jaycee Holman, known or identified to me to be the Mayor and City Clerk of the municipal corporation who executed and attested, res ectivel the p Y~ instrument on behalf of said municipal corporation, and acknowledged to me that such munici al p 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. NOTARY PUBLIC FOR IDAHO Residing at My Commission Expires EASEMENT AGREEMENT - 6 EXHIBIT B STATE OF IDAHO ) ss. County of ) On this day of , 2014, before me personally appeared Hillebrand J. Bruijn and Gerald W. Mattison, known or identified to me to be the president and secretary of the corporation that executed the instrument or the ersons wh p o executed the instrument on behalf of said corporation, and acknowled ed to me that such g corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed m official seal the Y day and year in this certificate first above written. NOTARY PUBLIC FOR IDAHO Residing at My Commission Expires EASEMENT AGREEMENT - 7 EXHIBIT B EXHIBIT A Grantor Real Property The following described real property in Ada County, State of Idaho more articularl p Y described as follows to wit: Lots 1, 2, and 4, Block 1 of the Storey Park Subdivision Lot 5, Block 2 of the Honor Park Subdivision No. 2 EASEMENT AGREEMENT - 8 EXHIBIT B EXHIBIT B Benefited Real Property The following described real property in Ada County, State of Idaho, more particularly described as follows to wit: Lot 3, Block 1 of the Storey Park Subdivision Parcel #3121 of Govt Lot Ol, Section 18 3N lE EASEMENT AGREEMENT - 9 EXHIBIT B EXHIBIT C Easement Real Property The following described real property in Ada County, State of Idaho, more particularly described as follows to wit: EASIVfEN'~' BE~CRII'TION ~(~~. '~`~~ C~T~' t3~' 1~~~3~A,~', I1~AHU~ An easement located in #~he ~~' '~ of Section 18, Tav~rnship ~ North, Mange 1 East, Boise 111ieridian and lying across a pa~•t of Lot ~ of Black ~ of H~?~t~,~ .~'A.1 SU~D.IY.I~~'~N CVO, ~ as shown in Book d8 of flats at Page 659 and across a part of that parcel shown Qn R,ecord of Surtvey bTc~. 8737 all on file in the office of the Reco~•der, Ada County, Idaho, more particularly described as follows: Comnxencing at a % znch diatnetex icon pin marlcir~g the southwesterly corner of said Lat. 5, from r~vhich a 5I8 inch diameter iron pin marking tl~e northwesterly corner of said Lot 5 bears l/T a°29' OS" w a distance of 204.1 t feet; Thence ~ ~9°34'52" ~ along tl~e southerly boundary al" said l.~t 5 a distance Qf 27.2 feet to the l'QINT OF BECINN~IG; Thence continuit~g l~' $~°30'52" B a distance of 24.OC1 fee# to a poitat; Thence leavir~,g said southerly boundary I~ 0°l7'35" ~ a distance of 158.52 feet to a point; Thence a distar~ae of ~71.4~2 feet slang the arc off' a 7$G.~O foot radius crave left, said curve having a central angle of 12°29'6" and a song chord bearing N ~°32'28" ~' a distance of 171.9 feet to a poia~t; Thence I'~I 56°S2'03" w a distance of 69.05 feet to a point; Thence S 22°16'20" B a dista~~ce of 2'1.13 feet to a point; Thence a distance of l x.84 feefi along tine arc Qf a 215.00 xadxus curve ttight, said curve having a central angle of 5°17' 11" and. a long ch©rd bearing S 19°37'~~" B a distance of 19.83 1'cct to a point; Thence S S6°SZ'03" F a distance of 26.Od feet to a point; The~~ce a distance of ] 56.54 feet along the axc of a 762.4a radius x~on-tangent curve right, said curve laving a radius point bearing ~ 77°56' 1 ~" w, a eeniral. angle of 1.1 °46' 13" and a long chord bearing S 6° 10'42" E a distance of 156.26 feet to a point; Thence S 4°17'35" E a ~iis#ance of 158.60 feet to the Ft~INT ~DF BE~xIl~1NIl~TC. This parcel contains 8,870 square feet X0.204 acres} and is subject to any other easements existing ar in use. ~~~~~~~ ~ Frepared by: Crlenn ~. Bennett,l'LS c~ ~~ ~ ~ ~ ;~ Civil Suxvey Consultants, Xncarpa~-ated ~r ~ December 6, 2413 ~ ~~~~ ~ ~ ~. $~,'~ EASEMENT AGREEMENT -10 EXHIBIT B EXHIBIT D Easement Sketch EASEMENT AGREEMENT -11 COMMERCIAL REAL ESTATE EXCHANGE AGREEMENT This Agreement is made between Meridian Dairy & Stock Shows, Inc., an Idaho Corporation hereinafter referred to as "MDSS"), and the City of Meridian City, an Idaho Municipal ( Co oration (hereinafter referred to as "CITY"), collectively referred to herein as "the Parties." This Agreement shall be made effective as of the date when fully executed by both Parties ("Effective Date"). WHEREAS, MDSS owns or controls (or will own or control at the time of Closing) certain real property located in Ada County, Idaho, legally described herein and depicted as "Parcel A" on Exhibit "A"; and, WHEREAS, CITY owns certain real property located in Ada County, Idaho, legally described herein and depicted as "Parcel B" on Exhibit "B"; and, WHEREAS, CITY desires to own Parcel A to add land and vehicular access to its adjacent public park, and MDSS desires to own Parcel B to add land to its adjacent Speedway property; and, WHEREAS, the Parties desire to enter into this real property exchange agreement whereby MDSS will convey Parcel A to CITY in exchange for CITY conveying Parcel B to MDSS subject to certain terms and conditions contained herein; and, WHEREAS, because Parcel A has a greater appraised value than Parcel B, CITY will be making a cash payment at closing to compensate MDSS for the portion of Parcel A that exceeds the value of Parcel B. NOW, THEREFORE, in return for good and valuable consideration, including the agreement set forth herein and the Parties' proceeding to the closing of the property exchange contemplated hereby, the receipt and sufficiency of such consideration being hereby acknowledged, the Parties do hereby enter into this Agreement and the terms and conditions set forth below. 1. EXCHANGE OF PROPERTY. 1.1 Identification of Exchange Parcels. l.l.l MDSS TRADE PARCEL. The parcel that MDSS intends to trade to City under the terms of this agreement is legally described as Lot 5, Block 2 of the Honor Park Subdivision No. 2, according to the plat thereof, filed in Book 68 of Plats at Page 6959, records of Ada County, Idaho. The MDSS Trade Parcel is depicted on Exhibit "A" and is referred to herein as "Parcel A". 1.1.2 CITY TRADE PARCEL. The parcel that CITY intends to trade to MDSS under the terms of this Agreement is to be legally described as Lot 3, Block 1 of the Storey Park Subdivision according to the plat thereof to be filed in the book of Plats, Ada County, Idaho upon the recording of the pending final plat. The 89,332 square foot parcel is depicted on Exhibit "B" and is referred to herein as "Parcel B." COMMERCIAL REAL ESTATE EXCHANGE AGREEMENT - 1 - 1.1.3 Parcels "A" and "B" may be referred to collectively herein as "the Properties." 1.2 Additional Compensation. To offset the difference in value between Parcel A and Parcel B, CITY shall pay monetary compensation to MDSS in the amount of Fifty Thousand Dollars ($50,000.00) (the "Additional Compensation"). The Additional Compensation shall be placed in Escrow by City and paid to MDSS in cash at Closing. 1.3 Conveyance of Title. 1.3.1 Title to the Properties shall be conveyed by Warranty Deed in the form attached as Exhibit "C". Title to the Properties shall be marketable and insurable and shall be free and clear of all liens, encumbrances, and restrictions, exclusive of (i) real property taxes for the current year which are not due and payable on or before Closing, and (ii) liens, encumbrances, and conditions accepted in writing on or before Closing. 1.4 Title Insurance. 1.4.1 Commitment. Upon the acceptance of this Agreement by the CITY, the MDSS shall order a Commitment for Title Insurance ("Commitment") covering both Parcel A and Parcel B issued by Pioneer Title Company of Ada County ("Title Company.") 1.4.2 Objections to Title. Either Party shall have five (5) business days after receipt of the Commitment to object in writing to the condition of the title as set forth in the Commitment, unless said time period is extended pursuant to this Agreement. In the event that a Party makes written objection to the title, the other Party shall have a reasonable time to cure any defects of title. In the event the other Party cannot cure said defects, the objecting Party may elect, as its sole remedy, to either (i) terminate this Agreement, or (ii) 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. 1.4.3 Policies. Each Party may pay for standard coverage owner's title insurance policy on the respective properties which it receives after the exchange under the terms of this Agreement. 1.5 Possession. The Parties shall be entitled to possession of their respective properties upon closing. 2. REPRESENTATIONS, WARRANTIES. Each Party represents and warrants to the other regarding their respective properties: 2.1 Property Ownership. At the time of Closing, the Parties shall have good, marketable title to their respective parcels. At the time the deeds axe placed into escrow, no other Party shall have any right, title, or interest in the Properties. 2.2 Compliance with Laws. The Parties have 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. COMMERCIAL REAL ESTATE EXCHANGE AGREEMENT - 2 - 2.3 No Litigation. There is no equitable, legal, or administrative suit, action, arbitration, or other proceedings pending or threatened against or affecting the Properties. 2.4 Broker Fees. Neither Party is obligated to pay any fee or commission to any broker, finder, or intermediary for or on account of the transaction contemplated by this Agreement. 2.5 Information to be Provided. Within ten (10) business days after the Effective Date of this Agreement each Party shall be obligated to deliver to the other Party the following: 2.5.1 Contracts. All contracts of any kind or nature that will survive the Closing and that relate to the Properties. 2.5.2 Leases. A copy of all leases relating to the Properties, together with any amendments to them. 2.6 Access to Property. After the Effective Date of this Agreement, the Parties and their representatives shall have reasonable access to the respective Properties that they are to receive under the transaction contemplated by this Agreement. 3. HAZARDOUS SUBSTANCES. 3.1 Definitions. The terms "hazardous substance," "release," and "removal" shall have the definition and meaning as set forth in 42 U.S.C. § 9601(or the corresponding provision of any future law); rovided, however, that the term "hazardous substance" shall include "hazardous waste" as defined in 42 U.S.C. § 6903 (or the corresponding provision of any future law) and "petroleum" as defined in 42 U.S.C. § 6991 (or the corresponding provision of any future law). The term "superfund" shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§ 9601, et seq. ("CERCLA") (or the corresponding provision of any future law) and any similar statute, ordinance, rule or regulation of any state or local legislature, agency or body. The term "underground storage tank" shall have the definition and meaning as set forth in 42 U.S.C. § 6991 (or the corresponding provision of any future law). 3.2 Representations and Warranties Regarding Hazardous Substances. MDSS represents with regard to Parcel A and City represents with regard to Parcel B, that: 3.2.1 The Parcel is not contaminated with any hazardous substance. 3.2.2 The Parcel is not subject to any pending, threatened, or likely federal, state, or local "superfund" lien, proceedings, claim, liability, or action for the cleanup, removal, or remediation of any hazardous substance from the Parcel. 3.2.3 There is no asbestos on the Parcel. 3.2.4 There is no underground storage tank on the Parcel. 3.3 Phase I Environmental Audit. Each Party intends to obtain a "Phase I" environmental audit and liability assessment on the property that they are to receive under this COMMERCIAL REAL ESTATE EXCHANGE AGREEMENT - 3 - agreement. The Phase I audit shall be conducted in substantial compliance with the American Society for Testing and Materials (ASTM) Standard E 1527-OS or its replacement. The Parties have agreed that both Phase I reports shall be prepared by Gem Environmental or other such entity as mutually agreed by the Parties. The Phase I report on each property shall be enforceable by both Parties. The cost of the Phase I reports shall be shared equally between the Parties and shall be paid at closing. In the event that this Agreement is terminated, the obligation of the Parties to pay the vendor for producing the Phase I reports shall survive the termination of this Agreement. 3.4 Phase II Environmental Audit. If either Party is not satisfied with the condition of the property that the Party is to receive under this Agreement as reported in the Phase I environmental audit, then that Party, in addition to any other remedy and without any waiver of rights, shall have the right to either (i) terminate the Party's obligations to close the transactions contemplated by this Agreement, or (ii) require that additional audits ("Phase II"} be conducted on the that Party's Parcel, at the requesting Party's sole cost, and extend the date for Closing for a period of time reasonably necessary to complete and analyze the Phase II audit. 3.5 Cooperation with Environmental Audit. Each Party shall cooperate fully with the environmental audits referred to in this Agreement. 4. CONDITIONS PRECEDENT TO CLOSING. 4.1 Conditions Precedent to Obligations of MDSS. The obligations of MDSS under this Agreement are subj ect to the satisfaction of the following condition: 4.1.1. Title to Parcel A. MDSS shall obtain fee simple to Parcel A as a condition precedent to Closing. 4.1.2. Release of Parcel B from Shared Parking and Cross Access A reement. Parcel B shall be released from the terms of the Shared Parking and Cross Access Agreement which is described in Note 6 in the attached Exhibit B. 4.2 Conditions Precedent to Obligations of CITY. The obligations of CITY under this Agreement are subject to the satisfaction of the following conditions: 4.2.1 LWCF Approval. The National Park Service "Amendment to Project Agreement" dated January 27, 2014 approving the City's Land and Water Conservation Fund Conversion application shall remain in full force and effect. 4.2.2 Honor Park Subdivision CC&R Amendment. City shall secure an amendment to the Declaration of Covenants, Conditions and Restrictions for Honor Park Subdivision to either allow the City uses of Parcel A contemplated under this agreement, or exempt Parcel A from the CC&R requirements entirely. 4.2.3 Storey Park Subdivision Appr~ oval. City shall receive final plat approval of the Storey Park Subdivision, creating a Parcel B as a legal lot. 4.2.4 City Council Approval of Trade. City shall comply with the notice and hearing requirements of Idaho Code Title 50, Chapter 14: COMMERCIAL REAL ESTATE EXCHANGE AGREEMENT - 4 - Cit Council shall hold a public hearing regarding the intent to 4.2.3.1 y exchange real property. er notice and hearin ,the City Council must have approved 4.2.3.2 Aft g ' t and authorized the Ma or to sign all necessary papers to complete this Agreemen Y the exchange transaction contemplated by this Agreement. al of Encroachments. MDSS shall effect the removal of any and all 4.2.5 Remov b its tenant that exceed the boundaries of Parcel B and encroach on encroachments caused y City's lot 2, block 1 of the Storey Park Subdivision. ditions Precedent to Obli ations of Each Party. The obligations of each 4.3 Con g under this A reement are subject to the satisfaction of the following conditions: Party g 4.3.1 R_e resentations and Warranties True. The representations and warranties art are true com lete, and accurate as of the date of this Agreement and as of the date of each P y p of Closing as if made as of such date. 4.3.2 Covenants Performed. Each Party has performed all obligations, covenants and a reements to be performed before Closing as set forth in this Agreement. g 4.3.3 Title Polic . The Title Company is prepared to issue policies in accordance with the provisions of Section 1.4. 4.3.4 Execution and Deliver of Documents. The Parties (and others where re uired shall have executed and delivered to the Closing Agent the following: q ) (a) The Warranty Deed(s); and (b) Any other documents necessary to effect the transfers of title contemplated by this Agreement. 4.3.5 Environmental Audit. The Parties obtain and approve the environmental audit(s) referenced in Section 3. 4.3.6 Access Easement. The Parties shall have reached agreement on the terms and conditions of an easement in favor of MDSS providing connectivity of Parcel B to Watertower Lane across the property of CITY. The Parties shall include an escrow instruction to record the Access Easement after Closing. S. CLOSING. 5.1 Definition. "Closing" shall occur on the date on which the deeds to all ro ernes are recorded in satisfaction of the requirements of this Agreement. pp 5.2 Closin Agent. The Closing Agent for this Agreement shall be Pioneer Title g Com an of Ada County ("Closing Agent"). Each Party shall each pay one-half of the Closing p y Agent's Closing Fees at Closing. COMMERCIAL REAL ESTATE EXCHANGE AGREEMENT - 5 - • e of Closin .Closin shall be at the offices of the Closing 5.3 Time, Date and Plac g g . arch 2014 or at such other time, date, and place as maybe Agent on or before the 31st day of M , mutually agreed by the Parties. ' Instructions. The Parties shall execute and deliver to the Closing 5.4 Closing Agent ' e form enerall rovided by the Closing Agent with such modifications Agent instructions on th g y p .. . the Parties that are consistent with the terms and conditions of this as are reasonably made by reement for the u ose of effecting the transaction provided herein. Ag p ~ 6. GENERAL PROVISIONS. oration of Recitals. The recitals set forth in this Agreement are a material 6.1 Incorp and inte ral art of this Agreement and are incorporated herein by reference. g p Governin Law Jurisdiction, and Venue. This Agreement shall be construed 6.2 g ' ted in accordance with the laws of the State of Idaho. The Parties agree that the and lnterpre courts of Idaho shall have exclusive jurisdiction and agree that Ada County is the proper venue. 6.3 Time of the Essence. Time is of the essence with respect to the obligations to be performed under this Agreement. 6.4 Ri hts Cumulative. Except as expressly provided in this Agreement, and to the g extent ermitted b law, an remedies described in this Agreement are cumulative and not p Y Y alternative to any other remedies available at law or in equity. 6.5 Nonwaiver of Remedies. The failure or neglect of a Party to enforce any remedy available b reason of the failure of the other Party to observe or perform a term or condition set Y forth in this A reement shall not be a waiver of such term or condition. A waiver by a Party g i shall not affect an term or condition other than the one specified in such waiver, and (ii) shall O y waive a s ecified term or condition only for the time and in a manner specifically stated in the p waiver. 6.6 Entire A reement. All Schedules and Exhibits to this Agreement are a part of g ' ' he this A reement. This Agreement, together with the accompanying Schedules and Exhibits, is t g entire a reement amon the Parties and supersedes all prior memoranda, correspondence, g g conversations and negotiations. 6.7 Severabili .The invalidity of any portion of this Agreement, as determined by a ~' ., court of com etent 'urisdiction, shall not affect the validity of any other portion of this p J Agreement. 6.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instruments. 6.9 Attorneys' Fees. If either party shall default in the full and timely performance of this A reement and said default is cured with the assistance of an attorney for the other party g and before the commencement of a suit thereon, as a part of curing said default, the reasonable attorne s' fees incurred by the other party shall be reimbursed to the other party upon demand. Y COMMERCIAL REAL ESTATE EXCHANGE AGREEMENT - b - ' ' e arties concernin this Agreement, the unsuccessful In the event of any litigation between th p g ' ' 'mburse the revailin party for all reasonable costs and party in such litigation shall fully rel p g 'ncludin reasonable attorney's fees, incurred in such litigation. expenses,l g ' resentations Warranties, and Covenants. All representations, 6.10 Survival of Rep ~ . ' Parties set forth in this Agreement shall survive the Closing and warranties, and covenants of the shall survive the recording of the Warranty Deeds}. GREEMENT. MDSS acknowledges that this agreement will be 7, EXECUTION OF A SS before CITY executes the agreement and that the execution of the executed by MD .. the CITY is contin ent u on ratification of the terms and conditions of this agreement by g p . . the Meridian Cit Council and the Council's authorization for the Meridian agreement by Y Cit Ma or to execute this agreement on behalf of the CITY. Y Y $. SIGNATURES. Dated this .t 4 day of t-~ , 2014 MERIDIAN DAIRY & STOCK SHOWS, INC. Hillebrand J. Bruijn, Presi t MERIDIAN DAIRY & STOCK SHOWS, INC. Gerald W. Mattison, Secretary Dated this ~ day of ~. , 2014 THE CITY OF ME ;~ -. Tammy deJ~C~'~rd, Mayor ~ , :i'~ ~'. ~,, C , ~~{' ` ~ ,~ T. ~~ ~y ATTES ,~ ~ ~~ .~. ~q C~~V i~~Y a~ ~ ~~ ~ ~~ ~._~ ~.~~/, ~ s ~L~°~~~ ayce .Holman, City Clerk ':f~ ~~ ,,~ ~^~~~)c ~ItI~'4yU, COMMERCIAL REAL ESTATE EXCHANGE AGREEMENT - 7 - STATE OF IDAHO ) ss. County of Ada ) a On this ~~ day of Cc~ , 2014, before me, not ublic in and for said state, personally app red Hillebrand J. Bruin and Gerald W. Mattison ~'Y p known to me to be the President and Secretary of the Meridian Dairy and Stock Shows, Inc, the persons who executed the within instrument on behalf of said corporation, and acknowledged to me that Meridian Dairy and Stock Shows, Inc 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. \\~~~~,`~,p~ll BENS ii,~~ • .: ~-•• ~r AUg~`G (SEAL) ,,. ,: r• ,~~/ rrrrrrrrrr~rr ~~ ~~i ~OF ID~~~~ ~~~Nt11111 M N~~~~~ STATE OF IDAHO ) ss. County of Ada ) NOTARY PUBLIC FOR IDAHO Residing at: j Idaho My Commission expires: h , Z ~ , 20Z~ On this da of , 2014, before me, a notary public in and for y said state, personally appeared Tammy de Weerd and Jaycee L. Holman known to me to be the Mayor and City Clerk of Meridian City, Idaho, who executed the within instrument on behalf of said municipal corporation, 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 written. ,.~~, ~o,~ ~•. • ti,~ e ,~ . ~ ~er ~ ~~,~ ~V • ~' 0 ', • (SEAL) ;'~~ ~ .~~ • r , ~ • • ~p~ + ~ ~,'~ • • ~, r. ,~r~ ,~ , ~ ••..... Not ry Pu lic for Id o Residing at Meridian, Idaho ~ ~~ My commission expires: ~ an ~~ _~a~ p COMMERCIAL REAL ESTATE EXCHANGE AGREEMENT - 8 - EXHIBIT" A ~ ~ c~ ~ w ~} ~ # ~ V h ~ y K,hj.~3 YI + ~ t ~µ•~ NQ R ~rww~ rrr~. ~ ~ ~ ~ ~ ~ ~ h ll„ c ~ ~ ~~~ a ~a ~, .o ~~~~ ~~~ ..~ N ~ ~ ~~ o i ~w 1 t w~ ~ En ~ ~ ~ U ~ ~ ~+ ~' 1fr ~ ~Y "~w (j .~ 1 ~ 1~..~r~f ~...r...J~ ~ ~ ~ ~ t f ~ ~1 ~ .d~ ~/~ M ~ ~ ~ ~ ~ Q w ~ 1 s'~ ~~ , 11 rrr J[~J ~ V ~ ~ ~ rF~ERr t ~ (/~ ~ y ~ k~ ~; y x ~ ~ I ! ' ~ ' V h ,~ ., 1/1 v1 ~''~ ~M~ ~ ~/ ~ `J ,,,~ ~ LL ~,~ ~~~ ~ I ~ ~ ~ ~~ ~ ~ y F..~ "J~~ ti ~~~ W.. ~/' ~ ~ a Ltd ~ ~~ ~ ~ ~ ~ w ~ ~ ~ ~ ~ ~~ `~ ~ ~ ~ ~~~~ ~ ,; o~~~ ~. Q ,. '~ ~` ~ °~ ~zz~ ~<~ ~ ~.~~~ ~w a. "~~~ w W W W COMMERCIAL REAL ESTATE EXCHANGE AGREEMENT - 9 ~., ~~ ~~ ~w ~~ ~~~ ~~o 4, ~~~ L ~ ~~ Q ~~ ~~ ~' ~~ ~~~ ~~w a~ w ~`+~ `~ ~ ~~ ~ , ~ ~~ Q ~i ~~ ~~ ~, R~ ~~ ~,~ EXi~il Bid' B W~ O ~ ~ ~~~ ~ ~ ~~~~~ ~ ~ ~~ ~~~j~$ ~~ ~~~~~~~~ ~} ~ ~ ~ Q~ ~~~~~i~ ~~ 73 ~N a~ ti ~~ N~~ N K ~ '.y ~i '` '1 .... f~ µ, y i(v fr~'~{~~~ ~y v .LiiiY((7 !if!!~ ~ ~ LtPt QM' f11t/ +RM' ~ ~63Yni A OMDlA' t~ k ~ ~ ~~ ~ ~ ~ ~ ~ ~~ ~~~~~~~~ I !I ~~~°" a~~ ~ ~~ ~ ~ ~ ~¢ ~~~ ~fOYi ^4 ~~ ~A '~ ,i ~~ ADA COUNTY RECORDER Christopher D. Rich AMOUNT 13.00 2 BOISE IDAHO 05/30/2014 03:31 PM DEPUTY Victoria Bailey E Electronic Recording RECORDED -RE, I Iillll VIII IIIA 111111(11111 III Illll ifl[Il llllll 11111111 Illi I f RECORDED -REQUEST OF PIONEER TITLE COMPANY OF ADA C 114042026 RECORDING REQUESTED BYAND WHEN RECORDED RETURN To.- C& O_ City Clerk CLty of Meridian 33 E. Broa&av Aveny Meridian, ID 8?�,42 ELECTRONICALLY RECORDED - Dd NOT REMOVE THE COUNTY STAMPED FIRST PAGE AS IT IS NOW INCORPORATED AS PART OF THE ORIGINAL DOCUMENT (Space Above For Recorder's Use) WARRANTY DEED For value received MERIDIAN DAIRY & STOCK SHOWS, INC., an Idaho nonprofit corporation ("Grantor"), conveys, grants, bargains, and sells to THE CITY OF MERIDIAN, IDAHO, an Idaho Municipal Corporation, ("Grantee"), whose address is 33 East Broadway Avenue, Meridian, Idaho 83642 and its successors and assigns forever, the following described real property situated in Ada County, State of Idaho: Lot 5 in Block 2 of Honor Park Subdivision No 2, according to the plat thereof, filed in Book 68 of Plats at Page(s) 6959-6960, and as amended by Affidavit recorded September 22, 2006 as Instrument No. .106151776, records of Ada County, Idaho SUBJECT TO taxes and assessments for the current year and all subsequent years, together with any and all existing easements, Tights -of -way, reservations, restrictions and encumbrances of record, to all zoning laws and ordinances, and to any state of facts an accurate survey or inspection of the premises would show. This conveyance shall include any and all estate, right, title, interest, appurtenances, tenements, hereditaments, reversions, remainders, easements, rents, issues, profits, rights-of-way and water rights in anywise appertaining to the real property herein described. The Grantor covenants to the Grantee that Grantor is the owner in fee simple of said real property; that the real property is free from all encumbrances, excepting those as may be herein WARRANTY DEED - 1 RECORDING REQUESTED BYAND WHEN RECORDED RETURN TO: 011Clerk CLly ofMeridian 33 E. Broa4Livay.4venue Aleridian, ID 83642 ELECTRONICALLY RECORDED - DD NOT REMOVE THE COUNTY STAMPED FIRST PAGE AS IT IS NOW INCORPORATED AS PART OF THE ORIGINAL DOCUMENT, C-1— (Space Above For Recorder's Use) WARRANTY DEED For value received MERIDIAN DAIRY & STOCK SHOWS, INC., an Idaho nonprofit corporation ("Grantor"), conveys, grants, bargains, and sells to THE CITY OF MERIDIAN, IDAHO, an Idaho Municipal Corporation, ("Grantee"), whose address is 33 East Broadway Avenue, Meridian, Idaho 83642 and its successors and assigns forever, the following described real property situated in Ada County, State of Idaho: Lot 5 in Block 2 of Honor Park Subdivision No 2, according to the plat thereof, filed in Book 68 of Plats at Page(s) 6959-6960, and as amended by Affidavit recorded September 22, 2006 as Instrument No. 106151776, records of Ada County, Idaho SUBJECT TO taxes and assessments for the current year and all subsequent years, together with any and all existing easements, rights-of-way, reservations, restrictions and encumbrances of record, to all zoning laws and ordinances, and to any state of facts an accurate survey or inspection of the premises would show. This conveyance shall include any and all estate, right, title, interest, appurtenances, tenements, hereditaments, reversions, remainders, easements, rents, issues, profits, rights-of-way and water rights in anywise appertaining to the real property herein described. The Grantor covenants to the Grantee that Grantor is the owner in fee simple of said real Property; that the real property is free from all encumbrances, excepting those as may be herein WARRANTY DEL, D - 1 set forth, and excepting those of record, and that Grantor will warrant and defend the same from all lawful claims. IN WITNESS WHEREOF, the Grantor has executed this instrument on this day of May, 2014. MERIDIAN DAIRY & STOCK SHOWS INC. B President Hillebran JZ=14 J. Bru Secret ry Gerald W. Mattison. STATE OF IDAHO A ss. County of -C�4& On this J, --X day of May, 2014, before me 6:.754/ '-7-' /111-7 appeared Hillebrand J. Brujn and Gerald W. Mattison, known or identified to me to be the president and secretary of the corporation that executed the instrument or the persons who executed the instrument on behalf of said corporation, and acknowledged to me that such corporation executed the same, IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official sea] the day and year in this certificate first above written. OTARY PUBLIC FOR IDAHO Residing at My Commission Expires F`&siding at Caldwell, 0 MY COMI' Masion Expires -05-05-2,017 WARRANTY DEED - 2 ADA COUNTY RECORDER Christopher D. Rich AMOUNT 43.00 12 BOISE IDAHO 05/30/2014 03:31 PM DEPUTY Victoria Bailey SimptifdeRECORDEDElectronicREQUEST Recording I IIIIII VIII VIII IIIIII IIIIII III I'lll IIIIII IIIIII III VIII IIII IIII - RECORDING REQUESTED BY AND PIONEER TITLE COMPANY OF ADA C 114042028 WHEN RECORDED RETURN TO: City Clerk City of Meridian 33 E. Broadway Meridian, Idaho 83642 ELECTRONICALLY RECORDED-DO NOT REMOVE THE COUNTY STAMPED FIRST PAGE AS IT IS NOW INCORPORATED AS PART OF THE ORIc;iNa� p������ EASEMENT AGREEMENT This Easement Agreement ("Easement Agreement") is made and entered into this 301---- day of Viewi 7ve7'c , 2014 by and between The City of Meridian, an Idaho Municipal Corporation ("Grantor") whose current address is 33 E. Broadway, Meridian Idaho, 83642 and the Meridian Dairy & Stock Shows, Inc., an Idaho Corporation ("Grantee"), whose current address is 1892 W. Hendricks Ct, Meridian,Id 83646. RECITALS: WHEREAS, Grantor is the owner of the real property described on Exhibit A attached ("Grantor Real Property"). WHEREAS, Grantee is the owner of the real property described on Exhibit B attached ("Benefited Real Property"). WHEREAS, The Grantee has requested the Grantor to convey to the Grantee a nonexclusive easement on a portion of the Grantor Real Property in favor of the Benefited Real Property for the purposes described in Section 2.1 below. The portion of the Grantor Real Property that has been requested for the easement is described on Exhibit C attached("Easement Real Property")and Exhibit D attached ("Easement Sketch"). WHEREAS, the purposes of this Easement Agreement are (i)to describe the easement granted, and (ii)to establish the relative rights and obligations of the parties regarding the easement granted under this Agreement. AGREEMENT: NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereby agree as follows: EASEMENT AGREEMENT- 1 1. Recitals. The parties hereto repeat herein by this reference the Recital paragraphs set forth above as if said paragraphs were set forth here in full. 2. Grant of Easement. For value received, Grantor hereby GRANTS AND CONVEYS to the Grantee a perpetual nonexclusive easement on the Easement Real Property ("Easement"). 2.1 Purposes of Easement. The Easement is granted solely for the following purposes and no other: The Easement shall be used for ingress and egress for pedestrian and vehicular travel by Grantee and its respective tenants, representatives, customers, invitees, and agents. Grantee's use of this nonexclusive easement shall not be inconsistent with and shall not interfere with Grantor's use of the Easement as ingress and egress to a public park. No vehicle operating on the Easement shall exceed a speed of fifteen (15) miles per hour, except as otherwise designated bysigns posted by Grantor. No parking of any vehicles shall be permitted g on the Easement. 2.2 Easement Obstructions. No fence or other barrier shall be erected or permitted within or across the Easement which would prevent or obstruct the passage of pedestrian or vehicular travel; provided, however, that the foregoing shall not prohibit the temporary erection of barricades which are reasonably necessary for security and/or safety purposes in connection with the construction, reconstruction, repair and maintenance of improvements, including the Easement, on the Grantor's Property, it being agreed by the parties however, that all such work shall be conducted in the most expeditious manner reasonably possible to minimize the interference with the use of the Easement by the owner of the Benefited Real Property, and its respective tenants, representatives, customers, invitees, and agents, and such work shall be diligently prosecuted to completion. 2.3 Relocation Reservation. This Easement is being granted prior to the development of the Grantor's Property. The Grantor has no obligation to make improvements upon the Grantor's Property for the Easement. Grantee shall coordinate the use of the Easement by construction vehicles with Grantor. Grantor hereby reserves the right to relocate the Easement upon the Grantor's Property either before or after the development of the Grantor's Property, upon thirty days' prior written notice to Grantee, provided, however, that the location where the Easement abuts the Benefited Real Property shall not be altered without the express written consent of the owner of the Benefited Real Property. The parties then agree to execute, deliver and record an amendment to this document to evidence any such relocation. 2.4 Covenants and Agreements of the Grantor. The Grantor, on behalf of the Grantor and the Grantor's heirs, successors, assigns, purchasers, or transferee of any kind, covenants and agrees with the Grantee and the Grantee's heirs, successors, assigns, purchasers, or transferee of any kind, that the provisions of this Easement Agreement (i) shall run with and bind the Easement Real Property, and (ii) shall inure to the benefit of, and be enforceable (at law or in equity) by any owner of all or part of, the Benefited Real Property. 2.4.1 Repair and Maintenance. Subject to Grantee's obligations as set forth in Section 2.5.3, below, Grantor shall at its expense maintain all improvements located on the Easement Real Property in good and sufficient repair and shall keep the Easement Real Property in a neat and aesthetically pleasing condition. EASEMENT AGREEMENT-2 2.5 Covenants and Agreements of the Grantee. The Grantee, on behalf of the Grantee and the Grantee's heirs, successors, assigns, purchasers, or transferee of any kind, covenants and agrees with the Grantor and the Grantor's heirs, successors, assigns, purchasers, g ns g or transferee of any kind, as follows: 2.5.1 Indemnification. To indemnify, defend, and hold harmless the Grantor, and its successors, assigns and agents from any loss, claim, or other liability of any nature (including attorney fees and costs) that may arise from any use of the Easement by the Grantee and its respective tenants, representatives, customers, invitees, and agents. 2.5.2 Insurance. To purchase and maintain at all times a policy of Comprehensive General Liability insurance utilizing an Insurance Services Office standard form with Broad Form General Liability Endorsement, or equivalent in an amount of not less than $1,000,000.00 per occurrence of bodily injury and property damage combined. The policy shall insure the Grantee with the owner(s) of the Easement Real Property as an additional insured and shall also insure against liability arising out of the use, occupancy or maintenance of the Easement Real Property. The policy shall be with a company with a Best's rating of B+ or higher (or equivalent substitute rating). 2.5.3 Repair of Damage. All damage to any improvements caused by Grantee's use shall be repaired by Grantee as promptly as is reasonably possible. If such repairs are not made, the Grantor, upon fifteen (15) days prior written notice, shall have the right to correct such condition. The Grantee shall promptly reimburse the Grantor for such costs. The Grantee shall be liable, and the Benefited Real Property shall be subject to a lien for all costs and expenses incurred by the Grantor in taking-such corrective action, plus all costs incurred in collecting the amounts due. 2.5.4 Installation of Below-Ground Utilities by Grantee. In the event the Grantee shall desire to install or construct utilities to the Benefited Real Property in the Easement Real Property, Grantee shall provide Grantor with not less than sixty (60) days advance written notice to Grantor, which notice shall include a copy of all proposed plans and specifications for the location of such below-ground utilities. The installation of such utilities by Grantee: (i) shall be performed in a good and workmanlike manner; (ii) shall be performed at Grantee's sole cost and expense and at no expense to Grantor; (iii) once commenced, all such work shall be conducted in the most expeditious manner reasonably possible to minimize the interference with the use of the Easement Real Property by Grantor; and (iv) the Easement Real Property shall be restored to the condition in which it existed immediately prior to such installation. No installation of below-ground utilities shall be allowed between the dates of May 1st and July 31st of each calendar year. 3. General Provisions. 3.1 Notices. All notices, demands and requests required or desired to be given under this Agreement must be in writing and shall be deemed to have been given as of the date such writing is (i) delivered to the party intended, (ii) delivered to the then current address of the party intended, or (iii) rejected at the then current address of the party intended, provided such writing was sent prepaid. The initial address of the signatories hereto is set forth in the introductory EASEMENT AGREEMENT-3 paragraph of this Agreement. Upon at least ten (10) days' prior written notice, each party shall have the right to change its address to any other address within the United States of America. 3.2 Attorney Fees and Costs. If a suit, action, or other proceeding arising out of or related to this Easement Agreement is instituted by any party to this Easement Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees, expert witness fees, and costs (i) incurred in any settlement negotiations, (ii) incurred in preparing for, prosecuting or defending any suit, action, or other proceeding, and (iii) incurred in preparing for, prosecuting or defending any appeal of any suit, action, or other proceeding. For the purpose of this section, "attorney fees" shall mean and include (i) attorney fees and (ii)paralegal fees. This section shall survive and remain enforceable notwithstanding any rescission of this Easement Agreement or a determination by a court of competent jurisdiction that all or any portion of the remainder of this Easement Agreement is void, illegal, or against public policy. 3.3 Governing Law, Jurisdiction, and Venue. This Easement Agreement shall be construed and interpreted in accordance with the laws of the State of Idaho. The parties agree that the courts of Idaho shall have exclusive jurisdiction and agree that Ada County is the proper venue. 3.4 Time of the Essence. Time is of the essence with respect to the obligations to be performed under this Easement Agreement. 3.5 Rights Cumulative. Except as expressly provided in this Easement Agreement, and to the extent permitted by law, any remedies described in this Easement Agreement are cumulative and not alternative to any other remedies available at law or in equity. 3.6 Nonwaiver of Remedies. The failure or neglect of a party to enforce any remedy available by reason of the failure of the other party to observe or perform a term or condition set forth in this Easement Agreement shall not constitute a waiver of such term or condition. A waiver by a party (i) shall not affect any term or condition other than the one specified in such waiver, and (ii) shall waive a specified term or condition only for the time and in a manner specifically stated in the waiver. 3.7 Successors and Assigns. This Easement Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, heirs, personal representatives, purchasers, or transferees of any kind. 3.8 Entire Agreement. All Schedules and Exhibits to this Easement Agreement constitute a part of this Easement Agreement. This Easement Agreement, together with the accompanying Schedules and Exhibits, constitutes the entire agreement among the parties and supersedes all prior memoranda, correspondence, conversations and negotiations. IN WITNESS WHEREOF, the undersigned have caused this Access Easement Agreement to be executed the day and year first written above. SIGNATURES TO FOLLOW ON NEXT PAGE EASEMENT AGREEMENT-4 GRANTOR CITY OF MERIDIAN Attest: By Mayor Tammy de Weerd City Clerk GRANTEE MERIDIAN DAIRY & STOCK SHOWS INC. pzy'"*tdkb... • By President Hillebrand . Bruhn Secretary Gerald W. Mattison STATE OF IDAHO ) ) ss. County of Ada ) On this day of , 2014, before me personally appeared Tammy de Weerd and Jaycee Holman, known or identified to me to be the Mayor and City Clerk of the municipal corporati. - who executed and attested, respectively ,the instrument on behalf of said municipal corp.-. ion, and acknowledged to me that such municipal corporation executed the same. IN WITNESS WHE' , I have hereunto set my hand and affixed my official seal the day and year in this certific- e first above written. NOTARY PUBLIC FOR IDAHO Residing at My Commission Expires EASEMENT AGREEMENT-5 STATE OF IDAHO ) ) ss. County of (.( dei ) On this day of 1(7fy 2014, before me ',3/73/1 j. personally appeared Hillebrand J. Br4n and Gerald W. Mattison, known or identified to me to be the president and secretary of the corporation that executed the instrument or the persons who executed the instrument on behalf of said corporation, and acknowledged to me that such corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. . mER 1t4, 6 /3' NOTARY PUBLIC 0/11 I RI(DAHO .s wow Residing at 426 t BIA1' 41: My Commission Expires "ft, I Q4 44* is3sid;ng at Caldwell, ID ivly Commission Expire :05-05-2017 EASEMENT AGREEMENT-6 GRANTOR CITY OF MERIDIAN Attest: ,r C 37 By ! ..A1 _ 311 -44-110011b.. .4Y'Qf May Tamm Weerd "�` ili r �f E I L TANS--- y Weerd :^''_,, SF__AL w GRANTEE MERIDIAN DAIRY & STOCK SHOWS INC. By By President Hillebrand J. Bruijn Secretary Gerald W. Mattison STATE OF IDAHO ) ) ss. County of Ada ) On this QZ day of 2014, before me kece..z .} , personally appearedTammy de Weerd and , known or identified to me to be the Mayor and City Clerk of the municipal corporation who executed and attested, respectively ,the 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. Alt-1-Ltt , 17-w-j- , IMe% NOTARY PUBLIC FOR IDAHO • • Residingat f__..2,Ait,1_1,VJ : -v.' Oil' ' ..4 •4),' O My Commission Expires to).)-s):2-0A Z .Wi ,p. •••%* ' 4?:" : \!N '' ! ••. éiAi4. •••• '•s.•.•••• EASEMENT AGREEMENT-5 STATE OF IDAHO ) ) ss. County of ) On this day of , 2014, before me personally appeared Hillebrand J. Bruijn and Gerald W. Mattison, known or identified to me to be the president and secretary of the corporation that executed the instrument or the persons who executed the instrument on behalf of said corporation, and acknowledged to me that such corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. NOTARY PUBLIC FOR IDAHO Residing at My Commission Expires EASEMENT AGREEMENT-6 EXHIBIT A Grantor Real Property The following described real property in Ada County, State of Idaho, more particularly described as follows to wit: Lots 1, 2, and 4, Block 1 of the Storey Park Subdivision Lot 5, Block 2 of the Honor Park Subdivision No. 2 EASEMENT AGREEMENT-7 EXHIBIT B Benefited Real Property The following described real property in Ada County, State of Idaho, more particularly described as follows to wit: Lot 3, Block 1 of the Storey Park Subdivision Parcel #3121 of Govt Lot 01, Section 18 3N 1 E EASEMENT AGREEMENT-8 • • EXHIBIT C Easement Real Property The following described real property in Ada County, State of Idaho, more particularly described as follows to wit: EASMENT DESCRIPTION FOR THE CITY OF MERIDIAN,IDAHO An easement _ located in the NW IA of Section 18, Township 3 North, . Range 1 East, Boise Meridian and lying across a part of Lot 5 of Block 2 of HONOR PARK SUBDIVISION NO. 2 as shown in Book 68 of Plats at Page 6959 and across a part of that parcel shown on Record of Survey No..8737 �oxx file in the office of-the Recorder, Ada County, Idaho,more particularly described as follows: Now a part of Lot 2,Block 1,Storey Park Sub, filed in Book 106 pages 14731-14733 of Plats Commencing at a 1/2 inch diameter iron pin marking the southwesterly corner of said Lot 5, from which a 5/8 inch diameter iron pin marking the northwesterly corner of said Lot 5 bears N 0°29'08"W a distance of 204.11 feet; Thence N 89°30'52"L along the southerly boundary of said Lot 5 a distance of 27.82 feet to the POINT OF BEGINNING; Thence continuing N 89°30'52"B a distance of 24.00 feet to a point; Thence leaving said southerly boundary N 0°17'35"W a distance of 158.52 feet to a point; Thence a distance of 171.42 feet along the arc of a 786.00 foot radius curve left, said curve having a central angle of 12°29'46"and a long chord bearing N 6°32'28"W a distance of 171.09 feet to a point; Thence N 56°52'03"W a distance of 69.05 feet to a point; Thence S 22°16'20"B a distance of 21.13 feet to a point; • Thence a distance of. 19.84 feet along the are of a 215.00 radius curve right, said curve having a central angle of 5°17'11" and a long chord bearing S 19°37'44" B a distance of 19.83 feet to a point; Thence S 56'52'03"E a distance of 26.06 feet to a point; Thence a distance of156.54 feet along the arc of a 762.00 radius non tangent curve right, said curve having a radius point bearing S 77'56'12" W, a central angle of 1.1°46'13" and a long . chord bearing S 6'10'42"E a distance of 156.26 feet to a point; Thence S 0°17'35"B a distance of 158.60 feet to the POINT OF BEGINNING. • This parcel. contains 8,870 square feet (0.204 acres) and is subject to any other easements existing or in use. Prepared by: .Glenn K.Bennett,PLS IP; ►, i r Civil Survey Consultants, incorporated p December 6,2013 v �tt11l82 i4/4 o. ,g; K. ' • EASEMENT AGREEMENT-9 1 A , 4 EXHIBIT D Easement Sketch > 476v41-AOC,tc.,TZNAt. X 4 NYz xsoevxs s..s-.* /NS r.et. 7d'LX9t7?'..,' gi''.0 g .i...... . r _..•_. ____.•......„...._. .gam \\. t 1.a 1,2 1.11,F. i s2ra _ z u (T t i :. may` ww _w yr t»r.. 4,1 44... 1, ..� '"' ' fri Ar til i 41 __ S o.:17'..'L t 3ti,1SR7' ...-.......,........___c,9_,—........—.. .........___c-'9._..---...""'-...".......+" .4. rn q i 8 `-r to q 9r: C,..4r-- i M S5 ... 0 : ..• .• .-..-:- - ..• M l',1 ei 'R , 9 >.... _ 4 { 1 k...... , w -1.• EASEMENT AGREEMENT- 10