Loading...
Purchase and Sale Agreement with MLB Development, LLC for Storey Park PropertyPurchase and Sale Agreement COLLIERS PARAGON, LLC March 4, 2014 1. City of Meridian, an Idaho Municipal Corporation or Assigns, (hereinafter called "Buyer") agrees to purchase and MLB Development LLC hereinafter called (Seller } agrees to sell the following , described real estate hereinafter referred to as ("Premises.") 2. PREMISES ADDRESS AND LEGAL DESCRIPTION. The property commonly known as 3680. W. Ustick Road, Mendian, State of Idaho legally described as set forth in the attached Exhibit A Buyer and Seller authorize the Escrow A ent (as such term is defined in Section 5} to ma . g lete le al to the le al descri Lion at their request. The failure to have a foil or camp g corrections g p description shall not render this Agreement void. NFII~viATION. Colliers Paragon, LLC is the broker representing the 3. REPRESENTATION CO Bu er; KW Commercial is the broker representing the Seller. Y x in Section 1 below and one (1} box in Section 2 below to confirm that in this Check one (1} bo . kera e s involved had the following relationship(s) with the BUYER(S) and transaction, the bro g ( } SELLER(S). Section l: A. D The broker working with the BUYER(S) is acting as an AGENT for the BUYER(S). B. ^ The broker working with the BUYER(S) is acting as a LIMITED DUAL AGENT for the BUYER(S). C. ^ The brokerage working with the BUYER(S) is acting as a LIMITED DUAL AGENT for the BUYER(S), and has an ASSIGNED AGENT acting solely on behalf of the BiJYER(S). D. O The broker working with the BUYER(S) is acring as a NONAGENT for the BUYER(S). Section 2: A. D The broker working with the SELLER(S) is acting as an AGENT for the SELLER(S). B. ^ The broker working with the SELLER(S) is acting as a LIlVIlTED DUAL AGENT for the SELLER(S). C. ^ The brokerage working with the SELLER(S) is acting as a LIMITED DUAL AGENT for the SELLER(S), and has an ASSIGNED AGENT acting solely on behalf of the SELLER(S) D. ^ The broker working with the SELLER(S) is acting as a NONAGENT for the SELLER(S). 1 Initials Intials the or she has received read and understood the Each ar signing this document confirms tha p ~ lationshi confirmed above. In addition, each A enc Disclosure Brochure and has elected the re p g Y ' ice allc was made available for inspection and a confirms that the brokers agency ofd p Y „ p ~ AT HEISHE IS A CUSTOMER AND IS NOT review. EACH PARTY UNDERSTANDS TH ESS THERE IS A SIGNED V~~~ITTEN AGREEMENT REPRESENTED BY A BROKER UNL FOR AGENCY REPRESENTATION. 4. RESPONSIBLE BROKER. ' is transaction is George Iliff, Designated Broker for Colliers The Responsible Broker In th Paragon LLC. 5. EARNEST MONEY. siness da s of the execution of this Agreement, Buyer shall deposit Five (1) Wlthln five (5) bu y . „ NO/100 $ 5 000.00 in the form of cash (the "Earnest Money Deposit) as Thousand and ( ~ ) t move with TitleOne Corporation (the "Title Company" and/or "Escrow Agent Barnes y Sub ~ ect onl to the Bu Br's Conditions Precedent set forth In Section 8 of as applicable). ~ Y Y i A reement and absent Seller's breach or inability to perform, the Earnest Money th s g , i is non-refundable but such Earnest Money Deposit and the accumulated interest Depos t Il be lied a ainst the Purchase Price at closing and refunded to Buyer o~ thereon sha app g , nt this A Bement is terminated as a result of the Seller s breach hereunder. In In the eve gr been event this A reement is terminated after Buyer's Conditions Precedent have the g est ved or satisfle or the sale fails to close, by reason of a breach by Buyer, The Earn way d, Money Deposit shall be paid to Seller. Mone De osit shall be de osited with the Escrow Agent upon acceptance by (11) Earnest y p p ller and Bu er of this A reement and shall be held in trust in accordance with the terms Se y g and conditions of this Agreement. 6. PRICE/TERMS. Total Purchase Price is Four Hundred Fifty Thousand Dollars ($470,000.00). (i) $5,000.00 Earnest Money Deposit (ii) $465,000.00 Balance of the purchase price to be paid as follows: L ED ITEMS. All easement rights, mineral rights, other appurtenances, water and water 7. INC UD ' s a urtenant to or used on the Premises including, but not. limited to, any right Seller may right pp ter have to receive natural flow and/or stared water delivered through any ditch, canal or wa facilities or under entitlements held by a third party for use on the Premises, and all company s shares, certificates, and other documents evidencing such water rights. 2 Initials initials CONTINGENCIES. Unless the parties otherwise 8. ADDITIONAL TERMS, CONDITIONS, AND ment the date upon which all conditions and a ree in a written addendum to this Agree ive g r waived shall be Forty-Five {4s} days from the Effect contingencies must either be satisfied o he « ~ "with the exce tion that such date may be extended pursuant to t Date {the Satisfaction Date }, p Exhibit B of this A reement under the title Hazardous Substances. procedure set forth in g The closin of this transaction is contingent upon satisfaction or 8.1 BUYER CONDITIONS g waiver by Buyer of the following conditions: 1 execution of this Purchase Agreement Buyer shall be given full Inspection. Upon mutua hand eve ortuni to ins ect and investigate and to accept to Buyer's satisfaction, eac ry °pp ~ p r includin but without as ect of the Property independently or through agent{s} of Buye g, P limitation with regard to: ers relatin to title to ether with all governmental and other legal i. All matt g g . re uirements such as taxes, assessments, zoning, environmental studies, use permit q requirements and code m tiers relatin to serve ,environmental audit, and title, together with all ll. All a g Y overnmental and other le al requirements such as taxes, assessments, zoning, g g environmental studies, use permit requirements and codes. "i Bu er shall further be ranted access to inspect the physical condition of the ll . y g fan Premises and all matters relating to the internal and external maintenance o y im rovements of the structuresand/or grounds related to the Premises. p i A royal of the Due Dili ence Materials set forth in Exhibit C attached hereto that v' pp g f this shall be delivered to Buyer within three {3 } days of the mutual execution o Agreement. he fore oin conditions remain unsatisfied and unwaived by Buyer on the Satisfaction If any oft g g A reement sha11 terminate, rovided Buyer has given written notice of such unsatisfied Date this g p ~ved conditions to Seller by the Satisfaction Date, and the Earnest Money shall be and unwai returned to Buyer. TITLE COMPANYfESCROW AGENT. The parties agree that the TITLE COMPANY/Escrow 9. A ent as defined in Section 5, shall provide any required title policy and preliminary report or g commitment. Each party agrees to pay one-half of the Escrow Agents fee. INSURANCE, Seller shall provide and pay for an ALTA Owner's Standard 10. TITLE . r e Title Polic insurin the Buyer for the amount of the purchase price. Extended Cove ag y g covera e re aired Yes®No. Additional premiums for extended coverage and any g q e re aired b the Title Company shall be paid by Buyer: Seller shall cause the Title surv Y q ~ Y ether with co ies of Company to provide Buyer with a preliminary title report or commitment tog p all underl in documents giving rise to any exceptions listed therein on within five {5} business Yg 3 ~ IIllt1~~S IIllt1~.~5 t t~i..i:~~il i '~,. t ~ , . , I I ~ ~'v `, 3 shall have until the Satisfaction Date tv vbj ect, by da s of the execution of this Agreement. Buyer u er y n of title as set forth in the report. In the event the B y written notice to Seller, to the conditio not tv exce tion to tile, Seller shall have a reasonable time, makes written obi ection to any P ~ exce Lion or ravide 15 business days, to remove any such oba ectian tv p p exceed fifteen ( } or is unwillin to insurance covers e, and in the event the Seller cannot remove, g affirmative title g e covers e the Buyer such ob'ected to exceptions or provide affirmative title insuranc g remove, J to this A eement or (b} proceed to closing, may elect, as its sole remedy, to (a) either termina gr . h exce Lions. Tf the Buyer does not vbj ect within the time frame set out taking title subject to sac p Tn the event Bu er er sha11 be deemed to have accepted the condition of the title. y above, the Buy ntitled tv the return of fieiminate this A reement as provided herein, the Buyer shall be e elects to g Bu er. The final title insurance policy shall be delivered to the all refundable deposits made by y Bu er b the Title Company as soon as possible after closing. y y r before "Closin " "Closing" shall be deemed to be the date vn which 11. CLOSING DATE. Ono g ~ d the sales roceeds are available for disbursement to Seller and as the deed is recorded an p artier Bu er and Seller shall deposit with the Escrow Agent all funds otherwise directed by the p y ssa to com fete the sale. Closing shall occur na later than Ten {10) days and instruments nece ry p from the expiration of the Satisfaction Date. TO BE DELIVERED AT CLOSING. On the date of Closing, Seller shall have 12. DOCUMENTS r caused to be executed, and delivered to the Closing Agent the follov~nng documents, executed, o if re aired b Bu er, in a form reasonably acceptable to Buyer and Seller: q Y y (a) General Warranty Deed (b} FIKPTA (c) An Assignment and assumption of all leases, warranties, contracts, and guarantees that effect the Premises in a form mutually agreed to between the parties, (if applicable) (d) Bill of Sale (if applicable) (e) Any other instruments or documents reasonably requested by Buyer; ESSION/PRORATION. Buyer shall be entitled to possession on the day of Closing. Taxes ~3. POSS . and water assessments fusing the last available assessment as a basis}, rents, insurance premiums, d reserves on obli ations assumed and utilities shall be prorated as of Closing. Any interest an g . tenant de osits held by Seller shall be credited to Buyer at Closing. P E. This A reement is made subject to the mutual acceptance of Buyer and Seller 14. ACCEPTANC g on or before 12:OOPM on March 5, 2014. If Seller executes this A eement and title to the Premises is marketable and 15. DEFAULT. ~' 1 in the conditions roved under Section 8 hereof and all Buyer's contingencies have insurab a app n removed or waived, and Buyer neglects or refuses to comply with the terms of or any bee n of sale b the date on which such term or condition is to be complied with, then the conditio y Mone De osit sha11 be forfeited to Seller and Buyer's interest in the Premises shall be Earnest y p M ne De osit immediatel terminated. Such forfeiture and acceptance by Seller of the Earnest o y p Y 4 Initials Initials i~~c:,l:[.i~I~ ;~.a;:. ,;~;•, , ~~~ r remedies available to Seller and Seller shall have does not constitute a wa,rver or election of oche r action at law or equity to enforce the term of this contract o the nght, at his option, to bung any f default b either r lama es including any unpaid brokerage fee. In the event o Y seek restitution fo g A reement the defaulting ' in their erformance of the terms or conditions of this g of the parties P .the non-defaultin party and in the a rees to a all attorney fees and costs incurred by g party g p Y i reasonable attorney fees and costs. event of suit the prevailing party sha11 be entitled to is ies as to the Earnest Money Deposit deposited hereunder In the event of a dispute between the part , nt holdin the Earnest Money Deposit may file an interpleader action in by Buyer, the Escrow Age g of com event ~ urisdiction to resolve any dispute between the parties. a court p J rite the Escrow A ent holding the Earnest Money Deposit to utilize as The Buyer and Seller autha g osit as ma be necessary to advance the costs and fees required much of the Earnest Money Dep y . .The cost of such action shall be paid by the Party which is not the for ding of any such action prevailing party. E. Title to the Premises is to be conveyed by warranty deed and is to be 16. TITLE CONVEYANC ketable and insurable except for rights reserved in federal patents, building or use restriction, mar lotions and ordinances of any governmental unit, rights of way and building and zoning regu ved b meets established or of record, and any other liens, encumbrances or defects appro y ease ersonal roe is included as part of the contemplated sale, it shall be Buyer. In the event any p p p ttY d b bill of sale and shall be free and clear of all liens, claims and encumbrances. conveye y 17. RISK OF LOSS. Seller sha11 keep the Premises insured against loss by fire and other casualty usually insured against in the market area of the Premises unril the Closing. Should the Premises be materially damaged by fire or other cause prior to closing and such damage is ten percent (10%) of the Purchase Price or less, then Seller sha11 pay or assign the proceeds of the insurance to Buyer (and pay to Buyer the amount of any deductible in cash) at Closing and Seller and Buyer sha11 proceed with Closing without adjustment to the Purchase Price. If such damage exceeds ten percent (10%) of the Purchase Price, then this Agreement shall be voidable at the option of the Buyer by written notice to Seller within ten (10) days of the date Buyer receives notice of such damage, however, Buyer may elect to proceed with Closing without adjustment to the Purchase Price (either by written notice of such election or by failure to timely send written notice of the voiding of this Agreement as provided above) and Seller sha11 pay or assign the proceeds of the insurance to Buyer (and pay to Buyer the amount of any deductible in cash) at Closing. NiNATION. Should an entity having the power of condemnation decide prior to 18. CONDE Y ' uire an ortion of or interest in, the Premises with a value often percent (10%) or Closing to acq y p P rchase Price Seller shall ay or assign the proceeds of the taking to Buyer at Closing less of the u P B er shall roceed with Closing without adjustment to the Purchase Price. If and Seller and uy p . in exceeds ten ercent 10°Io) of the Purchase Price, Buyer at Buyer's sole option may such tak g p ( either a elect to terminate Buyer's obligation to purchase the Premises by giving written notice () a osit Seller at an time rior to Closing and Seller shall promptly return the Earnest Money D p to y p elect to com fete the urchase of Premises and require Seller to imrriediately appoint Buyer or (b} P p er sha11 its attorne -in-fact to ne otiate with said condemning entity, and, in such event, Buy as y g s ~Illt1a~5 ~Yllt(~1S h condemnation roceeding of the Premises, excluding any receive all sums awarded in suc p a eel im acts on other roperty owned by Seller. Seller hereby gr amounts attributable to adverse p p n Lion of the notice to Bu er of any condemnation or contemplated condem a to immediately give Y en notice to Seller raises and Bu er hereby agrees to, within ten days of such notice, give wntt Pre Y of Buyer's election with respect thereto. AT CLOSING. Bu er agrees to purchase the premises in as is 19. CONDITION OF PREMISES Y n where is with all faults. Buyer will assume those obligations with respect to existing} canditio , , r ssl stated in Section 7. Buyer does not agree to assume any other the Premises as are exp e y in Section 7. Seller ~ons with res ect to the Premises except for those obligations stated obligati p . r raises until the closin in its present condition, ordinary wear and tear shall maintain the p e g ub~ect to the rovisions of Sections ~7 and 18 on casualty and condemnation. excepted, s ~ p ECTION. The bu er hereby acknowledges further that .Buyer is not relying upon any 20. INSP Y r resentations b the Broker or Broker's representatives or by the Seller which axe statement or ep y r led. The Bu er has entered into this Agreement relying upon information and not herein exp es y . ~ned or to be obtained from Buyer's own investigation or personal inspection of knowledge obtai the premises. NAL PROVISIONS. Additional provisions of this Agreement, if any, are attached 21. ADDITIO hereto in Exhibit B under the heading "Hazardous Substances". ION. A commission of three percent ~3%} of the selling price shall be paid to Colliers 22. COI~[NHS S Para an out of the first monies received by Seller at the time of Closing. g TO LIl1-41TED DUAL REPRESENTATION: The undersigned have received, real and 23. CONSENT rstand the A enc Disclosure Brochure. The undersigned understand that the brokerage unde g Y h lved in this transaction will be or may be providing agency representation to bot invo haler s and the Sellers .The undersigned each understand that as agents for both Purchaser Purc (} ~ ~ Seller the brokers e s will be limited dual agents and negotiations, terms or factors and g ~ ~ 'v tin the Purchaser to bu or the Seller to sell without specific written permission of the mots a g Y disclasin The s ecific duties, obligations and limitations of a limited dual agent are g PAY P ~ned in the A enc Disclosure Brochure as required by Section 54,2063, Idaho Code. The contai g y rsi ed each understand that a limited dual agent does not have a duty of undivided loyalty unde gn to either client. R W INSTRUCTIONS. The Escrow Agent is instructed to, in a manner consistent with the 24. ESC 0 h reof: receive and hold de osits and other funds; disburse such funds in accordance with terms e P rte authorization si ed b Buyer and Seller; prepare closing statements for execution by sepa a gn Y er and Seller receive documents, secure their execution and acknowledgement, retard them Buy in he ro er se uence deliver originals to the appropriate parties, and deliver copies of all t P P q acuments si ed b either arty to that party. If a dispute arises regarding any funds held by the d ~ Y p closin a ent such ent shall have no obligation to resolve such dispute but shall hold the same g g ~ ~ endin resolution of such dispute, and may at its option bring an action in interpleader. p g Initials Initials Bement shall be overned by the laws of the State of Idaho. 25 GOVERNING LAW. This Agr g Y. Time is of the essence of this Agreement, and each party hereto agrees to 26. TIlUIE, SEVERABILIT rovision of ch acts as are reasonably required in connection herewith. If any p promptly perform su nforceable to an ment is found b a court of competent ~unsdiction to be invalid or one Y this Agree Y xtent the remainder of this Agreement shall not be affected thereby. e 7 'red hereunder shall be given in writing and shall be deemed effective 27. NOTICES. All notices requi ~ ~ wled ed if delivered in erson, or by electronic transmission with receipt ackno g ~a} upon delivery, p with an i lent thereof` b one business day after deposited for overnight delivery y by the rec p ~ t } . er service• or c two business days aver deposited with the US Postal reputable overnight coon { ' r d or certified mail and addressed to the parties at the addresses set forth below. Service registe e IRE AGREEMENT -CONSTRUCTION. This Agreement constitutes the entire agreement 28. ENT .' es has been entered into in reliance solely on the contents hereof, and supersedes between the parts , reements written or oral, between the parties hereto. This Agreement shall not be any previous ag ~ n shall be construed neutrally modified except in venting signed by both parties. This Agreeme t rather than strictly for ar against either party. EFFECT - SURVNAL. This Agreement sha11 be binding upon the heirs, 29. BINDING 'ni trators executors successors and assigns of the parties hereto and shall survive the closing admi s of this transaction. REPRESENTATION. The artier expressly acknowledge they have been represented 30. LEGAL P f b counsel of their own choice in connection with this Agreement and have discussed the terms o Y this A Bement with such counsel to the extent each party believes it to have been necessary to rstand the terms hereof. In entering into this Agreement, the parties represent and fully unde declare that each of them fully understands the terms and effect of this Agreement. 31. TIME IS OF THE ESSENCE IN THIS AGREEMENT. THIS IS A LEGALLY BINDING AGREEMENT. PRIOR TO SIGNING THIS AGREEMENT, BUYER AND SELLER ARE ADVISED TO SEEK THE ADVICE OF COMPETENT LEGAL COUNSEL. WRITTEN INFORMATION PROVIDED BY BROKER IS BELIEVED TO BE LIABLE BUT INDEPENDENT VERIFICATION BY BUYER SHOULD BE RE UNDERTAKEN. Itvtials Initials IN WITNESS WHERB4F, Buyer and Seller have executed this Agreement as of this ~ day of 1..~~~~ 2014. Buyer: City of Meridian, an Idaho Municipal Corporation or Assigns B ~~ ~~~%~:~G~1 Y its M a-'~e~f~-- - Date ~~ Address: 33 East Broadway Avenue Meridian, ID 83642 Telephone: 208-888-4443 Sel By 1tS ~`~~l"` t7~j~- - ~~ Date Address ~ZT/ J v G~'l~'~~ f~lf ' ~/ l l~ ~370~ Telephone ~g ~2 ~~ ~~ ~____ Initials Initials E~:HIBIT A LEGAL DESCRIPTION OF PREMISES ~r~~~ ~ - ~t~ ~ ~I't ~~tn ~~ M~t+~ -r~n ~it~~ ~~r~n~r ~i~t ~e ~'~~t~n~in ~ ~~~ 1~~ iron din rn~in ~~~ ~1 ~~~~i tin . , ~~~~: t~~ ~~ ~~~ I' ~ ~ ~ ~` ~t~~an ~ ~~ ~ +~t~r1 ire ~~ T~~ 1 .1 ~~ ~", 1y, .1~;, ~~., ~-~ ~unt~~ I~~~ ~ +~t~~n~ ~~ ~ T.I.x ., .~ t~~ '' c~r~° +~~ ~e ~~ ~~ i~~ A~ ~ t~ ~ ~ ~ ~4 ~` ~~~ ~~~ paid gut ~ ~F ~~~ ~ t n~ ~~i~ rs ~~~ t~ ~ ~t a ~ ~ ~~~ ~~ ~~ A~~ ~i~ ~~{~ ~~~~ ~f ~i~r~ t ~ ~~t ~~~ inn ~~ u~~ i~~ ~~ t~~ ter u~~ ~ t~ i~ exi~t~n Ii~~ Ii ~ ~r~in D~~~ ~~~ ~,~t ~~ ~ ~~ ~~i ~t ~ ~~ir~, dint ~~ u ~r~ ~~ t~ ~ t~~ ~~ ~i ~ut~~t~~ ~th+~ ~ ~~. Mils D.i D~i~~ ~~rrr~~r~ ~i~t ~~~~ ~r~i its ~ ~~~ u~ ~~~nc ~l~n ~~ ~~~ t~ the ~~ i~~~~ ~~~,~' f~~ ~ ~!~~ ~~~~~ ~d~lt~ ~ ~"~ ~ ~ . f~~t~ tint ~~` ~. ~~~~ ~ ~n ~~r ~ . ` ;~~ ~~~~~~, ~ sit 1~,~` ~ ~~ ~~ir~, ~ ~r~t ~~~~~~ +~ ~u~~ ~~~ ~~~ :''~"~, ~'~ feet ~ a ~ ~" inn ~~n m~i~ ~ ~Q~t ~ ~~t~~ t~ t ~l~ +~~~~~', ~ wit ~~` lv~ `~~ t~~~.ts ~f ~~ ~ a ~~n ~~~~ ~i~~~ ~ ~~~`~~~. ~ ~ ~~ i~~ fan ~~ ~ ~~~~ ~ ~, ~~~~ ~~rrc .~~~~. . i ~ ~+~t t~ ~ sit 1 ~' i~~ ~~ ~~~r~~ ~e~~in the s~i ut~~~1~ u~ ~~~ ~~~~~t~ ~~n~'~.~~ D~~ D~~~~# ,, ~, Initials Initials ~o ~~ ~U~' Intials Initials EXHIBIT B HAZARnt~US SUBSTANCES. "hazardnzts substance, " ``release, " and "rettzoval" shall have the Definitions. The terms t With in Title ~2 ~ S. C. ' 9601 for the corresponding provision of any definition and trzeaning as se f „ ~ded however that the term "hazardous substance "shall i'HClede "hazardous n?aste as fzttztre lan), prop i , ? . C`. ~ 6903 or the corres onding provision of any future law} and "petroleum " as defined in Title ~.. U.S ~ p ~2 U. S ~'. ' 6991 or the corresponding provision of any future la~1j). The term defined iH Title ~ .all mean the Gom tehensive ~HViroHrtiental response, Corripensation and ~iabil ity Act, sztpet fund sh p ~ ' ' 9601 et se . nr the tort*esponding provision of any fz~ture law) and any sitylxlar Title 4:~ ~ S C. ~ ~ .'.Hance rule or re elation o any state yr local legislature, agency or body. The term statute, ordi g f tnd store a tank" shall have the definition and ttieaning as set forth in Title ~? ~I S ~'. r b991 undergroz g for the corresponding provision o f any fr~ture la~~?). sentations and Warranties. The Feller represents and ~a~arrants tn, and covenants ~r~ith the repre Bu ~er that to the best o f Sellers actual knv~~~ledge ~a~ithoet duty o f investigation or inclurr~~: y the Real Property is not contaminated with any hazardous substance, the Seller has not caused and will not cause the release of any hazardous substances on the Real Property, To the best of the Seller's actual knowledge, there has never occurred a release of hazardous substances on the Real Property, the Real Pro a is not subject to any pending, threatened, or likely federal, state, or local P ~y " rfund" lien roceedin s, claim, liability, or action for the cleanup, removal, or remediation of any supe , p g hazardous substance from the Real Property, no other real roperty owned or controlled by the Seller or in which the Seller has any p 1 unable or other interest is subject to any pending, threatened, or likely federal, state, or local legs , eq , " rfund" lien roceedin s, claim, llablllty, or action for the cleanup, removal, or remediation of anyr supe , p g hazardous substance from such property, there is no asbestos on the Real Property, there is no underground storage tank on the Real Property, b ac uirin the Real Property, the Buyer will not incur or be subject to any "superfund" y q g liabili for the cleanup, removal, or remediation of any hazardous substance from the Real Property, b ac uirin the Real Property, the Buyer will not incur or be subject to any liability, cost, y ~ g ore ense for the removal of any asbestos or underground storage tank from the Real Property, and ~t Iiutials Initials Deducted on the Real Property are in compliance with all the Real Property and the uses c d re ulations, including, without limitation, the Comprehensive applicable environmental laws, codes, an g s onse Com ensation, and Liability Act of 1980, as amended. Environmental Rep P it. T lie obl~ atxons o the Bayer ender this Agreement are, at Bnyer's Phase I Environrrtental And g .~ at the Bu er's sole cost, a "Phase I environmental audit and option, subject to the Beyer obta~nxng, y •ue and .. ~ meet indicatin that the representations and itifat•ranties set forth herein are tt lrabll~ty assess g • •ect. The Phase I audit shall include, without limitation, the following elements: c,otj recorded chain of title documents (going back 50 years} regarding the property, (a) including all deeds, easements, leases, restrictions and covenants. r view of historical and aerial photographs to uncover prior problems or uses that fib} a e may now be concealed. a review of federal, state, and local records which report incidents or activities ~c} likel to cause or contribute to a release ar threatened release of hazardous substances, which are y ' 1 d other dis osal records, underground storage tank records, hazardous waste handler including landfil an p and generator records, and spill reporting records. (d) interviews with past and present owners, employees, and neighbors. e a visual site inspection of the Real Property and all facilities and improvements on ~) Real Pro e d a visual inspection of immediately adjacent properties from the Real Property to the p ~y d asbestos check for the resence of hazardous substances, underground storage tanks, PCBs an , p ' 'nvesti ation of an chemical use, storage, treatment and disposal practices on the Real including an i g y Property and adjacent property. se II ~nvr'rontrzental Audit. I the Phase I environmental audr't does not indicate that the Pha .f re resentations and iti~arranties set forth herein are tt•ile and correct, then the Bt~yet; in addr'tion to any p er t•emed 1 and without an waiver of ~•ights, shall hale the right to either ~i) terminate the Buyer's oth y y to close the transaetr'ons conterriplated by this Agreement, or iii) require that additional obligations ' "Phase 11 " be conducted on the Deal Property at the sole cost of the Seller; and extend the date az~d~ts ( ) Closin or a erivd o time reasonably necessary+ to cotrlplete and analyze the Phase II audit. fvr g f p f I~oldbackAmount or environmental Audit. I~ f the Phase II enviro~rnental audit does not indicate re resentations and ~11arranties set forth herein are true and correct, then the Buyer, in addatton that the p er remed ~ and without an ~ waiver of rights, shalt have the right to either ~i) terminate the to ant oth y 3 ' obli ations to close the transactions contemplated by this Agreement, or ~'ii) proceed to close the Buyers g transactions contern fated by this Agreement and irrlplerrlent the follo~i~ing procedures: p the Bu er shall have the absolute right to withhold from the Purchase Price an amount Y 1 etermined b the Bu er as necessary to hold the Buyer harmless from any loss or liability reasonab y d y y . ' from or related to the failure of the "Phase P' or "Phase II" environmental audits to indicate that arising r entations and warranties set forth herein are true and correct ("Environmental Holdback the rep es Amount"), 12 .~ Initials Initials ' 1 or an onion of the Environmental Holdback the Bu er shall have the right to utilize al y p y . 1 "Phase H" studies, cleanup, removal, or remediation} as are Amount for such acts (Including additions in are true and r that the re resentations and warranties set forth here reasonably necessary to ensue P correct, Purchase Price allocated to the Real Property the Purchase Price and the amount of the rtion of the Environmental Holdback Amount utilized by the Buyer, shall be reduced by that po mental Holdback Amount, if any, shall be disbursed to the the balance of the Environ Se11er, unt is not sufficient to ensure that the to the extent that the Environmental Holdback Amo ' set forth herein are true and correct, then the Buyer, in addition to any representations and warranties ~ of Section ~.l ri is shall have the ri t to seek indemnification or offset under the provisions other gh , t~ta1 Audit.. Tate Seller shall cvo~erate fi~lly~ ~Ilith the en~~ironmental Coo~eratx©n ~vlth EnI-rronme audits referred to in this Agreement. 13 IllltlalS Initials EXHIBIT C DUE DILIGENCE MATERIALS ~IF APPLICABLE} 1. ALTA Surveys if available. i nations of the ro~ect "as built" including floor and site plans. 2. Plans and spec f p J i emized list of all ersonal property to be included in the sale. 3. Ant p and amendments or rental agreements. Statement of all 4. Copses of any existing tenant leases fees and Jelin uencies pertaining to the Property Rent Roll}. current rents, deposits, advance ~l 5. Summary of insurance cost and coverage. ce service su 1 ,management or other agreements presently ~. Copy of any warranties, maintenan PP y r which ma come into effect, of whatsoever nature affecting the Property. in effect, o y 7. Complete record of income and expenses for the three most recent three (3} calendar years and the most current monthly statement of income and expenses for the current year. 8. Copy of real estate t~ bills and assessments for the last year and current year. ' insurance from the Title Company, together with the copies of all 9. Current commitment for title referred to therein and all documents giving nse to exceptions to title. documents ments includin notes, loan agreements, assignments, and deeds of trust. 10. Copy of existing loan docu g 11. Soils asbestos, hazardous waste, and Level 1 environmental. assessment reports. 12. Licenses, permits, and certificates of occupancy. 13. An aerial hoto and other promotional photos if available. P 14. Copy of all recent appraisals. ' on tenant collections including any outstanding obligations for tenant improvements. 15. Aging ins or obli ations re uired of the Landlord which would not otherwise show up 1 b. List of any concess o g ~ in the Rent Roll. 7 Co ies of all current financial information on tenants in Seller's possession. 1. p l~ Intials Initials ;~~~,.~,.~,~~~w,i. ADDENDUM T~4 PURCHASE AND SALE AGREEMENT ditionai rovisions which supplement the Purchase and Sale Agreement This addendum contarns ad p sale of as Bu er and as Seiler for the purchase and dated 2013 between Y mmani known as 1n County, State of Idaho. certain real property co y (a) (b) (c) (d) (e) (~ (s> (n)