HomeMy WebLinkAboutURA RES 2016-08 u j AGENCY
C. ..
PURCHASE AND SALE A(j'rREEMEN`I"W1IT1 SUNDOWNER, INC. FOR PROPERTY
� ,. .
.w µ ,� 'PA Caldw�ell to approve the Purchase and Sale Agreementrnade a pail hereof as, set f'orth in full.
S S .mot .. w.. .,„� G �..�' F" E C T, .� F ' ..HE URBAN '.."
18 th day,of . a . 2016.
APPROVED BY THE CnMRMAN OF ..
OF 1.... this 18� Febmary, 20 16.day,of
D. dm F
I01 TWO E ��
By
r
e�.. ,. _,
Cliair.. "'
m
AT"fES]':.
Q PV( -43
co
.„�.
r
I
Secretary,
i
PURCIIASE AND SS,ALE AGREEMENT
k This Purchase and si Agreement ("Agreenient") diii,,Aed this day,43, m, 201,6
'is t'n.,ade by an Ity of Caldwell, Jdaho, an indepnend,, 't public
body corporate and piolitic of 411 Blaine St., Caldwell, Idaho 8,3605 ("Seller") and Sundowner, 'file.,, ail
Idaho corpol-ation, of 1002 ,Arthur St., Caldwell,, Idaho 8360,51, its nonlinee or assigns
L De-finitions. As tised in t1its Agreement, the I'ollowing terms shall have the fiollowing meanings:
1.1 "Property""means: "I'liat cerItain real property located, 'In Caldwell, Ida"ho, coal Cori ly'known
its Sky Ranch Business Center No.2, Phase 2, Block,2 Loits 1,2 atid 3 and more partICUlarly described, oil
Exhliblit A,,, attached hereto and iticorporated herein by this relerence. "Property"sliall include all tangible
persoilial pro er,ty at Closing located on, the real pi.operty,Idescr'bed on E h*b*t A and ` n"nents
,P I X I I ullprove
thereon, inel ud,ing'without litnitation, warranties, guaranties, and othier assurances,of perforniat'ice,
governmental licienses, pe.'rinit.st and approvals, and water and irrig,ation rights of any'kind, including
w ithou,t linlitation stock in an irr I igation con,ipany or district.
1.2 "Closing Agent"means Ploneer Title Co., of Canyon Cotinty, 610 s. Kimball Ave.,
91651; F',cic'still He No. (2,08)459-66,35.
C,aldwell, Who 83605- Telephone No. (208)4�
"Closing" mearts SUch,firne as Closing Agent is, in.recelpt of all Seller's C losing 'Die liveries
(as defined In Section 9'.] below)and Buyel's (.-Iosing Deliveries(as defitied in Sectioll 92 below)and is
able to and does complywith Seller's and Buyer's Closing instructions,. Closing shall OCCUr as set forth in
Section 6 beJOW, Unless otherwise agreed to in writing by each party hereto.,
4-1
1 A "Eft"ective Dtate" means the first date on which this Agreement has,been signed bI both
y
Buyer'and Seller.
2. Purchase and Sale. In consideration ofthe coveriallts contained, herein and, foIr other good and
valuable consideration,the receipt and sufficiency of which are hereby acknowledged, Buyer agrees to
pUrchase 1rom Seller and Seller agrees to sellto Buyer all of Seller's interest in the PropIerty ors the terms
and conditions set t h in, this Agreetnent.
3. Purchase Price. 1"'he purchase price Il rI the Propertyis"I"'wo Hundred "T"ii,*Irty'"I"'wol"11OLls,an(i,, T"wo
14undred "T"hirty Four Dollars,and 96/100 Dollars ($232,234.96).
3.1 Earrie,st MoIney. Buyer s1 11 depIosi,t with Closing Agent on or bel"Ore three(3) days
I
4"ollowingthe Eff�ctive D,,,tte, eartiest money in the suin of F've'111OUsand and No,/100 Dollars($5,000.001)
in cash or other i rn,inediately aviall arise,able -ftinds. 'Ilie Earst Money s1 1h be applied to the PUrchase Price
for Buyer at Clost"1119.
3.2 RefUnd of Earnest Money. "The Earriest Moneyis non-refundable to Buyer, except In the
event that Bitiyer terminates this Agreement as, permitted Under Sectiotis 4.2, 5.3, 6.2, 11 1.1 or 14 below.
The provisions of this,Section 31.2,with respect to return ofthe I"larnest Mone,y, shal I survive thie
tenli1nation f. is A.greenient.
PURCHASE AND SA1,E AGREEMENT,Pagel
3.3 Balance of Purchase Price. Subject to the terms and conditions set forth in this Agreement,
on or before Closing, Buyer shall deposit with Closing Agent in cash or other immediately available funds
the Purchase Price, less the Earnest Money,plus any applicable Closing costs or fees calculated or
estimated by the Closing Agent.
4. Title Matters.
4.1 Commitment. On or before three(3)days following the Effective Date, Seller shall
request Closing Agent to prepare a title commitment("Commitment")for an ALTA standard owner's
coverage title policy with respect to the Property, insuring fee simple title in the Property in Buyer or its
nominee or assign in the face amount of the Purchase Price, with legible copies of Seller's vesting deed
and all exceptions to title identified in the Commitment("'Title Policy").
4.2 Objection Notice.
(a) On or before seven (7)days following receipt of the Commitment,Buyer shall
notify eller in writing of any title matters disclosed in the Commitment to which Buyer objects in its
fy
reasonable discretion("Buyer's objection Notice").On or before five(5)days following the date of
Seller's receipt of Buyer's Objection Notice, Seller may notify Buyer in writing whether Seller will cure
an y of the title matters objected to by Buyer in Buyer's Objection Notice("Seller's Cure Notice"). If
Seller notifies Buyer in writing that Seller will cure any of the title matters objected to in Buyer's
Objection Notice, Seller shall cure such title matters on or before Closing and the cure of such title
matters shall become a Buyer's Condition to Close(as defined in Section 6.2 below). If Seller notifies
Buyer in writing that Seller will not cure any of the title matters objected to in Buyer's objection Notice,
Buyer shall notify Seller in writing("Buyer's Acceptance/Rejection Notice")whether it accepts or rejects
such title matters on or before three(3) days following the date of receipt of Seller's Cure Notice. If
Buyer's Acceptance/Rejection Notice accepts any of the title matters objected to in Buyer's Objection
Notice that Seller will not cure,Buyer's objections to such title matters shall be waived. If Buyer's
Acceptance/Rejection Notice rejects any of the title matters objected to by Buyer that Seller will not cure,
this Agreement shall terminate on the date of Seller's receipt of such notice.
(b) If Buyer does not timely provide Buyer's Objection Notice, Buyer shall be deemed
to have waived any objection to title matters under this Section 4. If Seller does not timely provide
Seller's Cure Notice to Buyer, Seller shall be deemed to have notified Buyer that it will not cure the title
matters objected to by Buyer. If Buyer does not timely provide Buyer's Acceptance/Rejection Notice,
Buyer shall be deemed to have accepted all title matters objected to in Buyer's objection Notice that
Seller will not cure.
5. Due Dili ence.
5.1 Due Diligence Review. Buyer, at its sole expense, shall conduct its due diligence review
of the Property, including but not limited to obtaining appraisals,environmental conditions,and
inspections("Due Diligence Review") for a period of sixty(60) days from the Effective Date.
5.2 Restrictions. Notwithstanding any other provision hereunder, if Buyer desires to enter
onto the Property or contact any tenants or their representatives, Buyer shall give Seller reasonable prior
notice thereof. Buyer shall repair any damage caused by Buyer's entry on the Property to a normal
condition, reasonable wear and tear excepted. If the Closing does not occur on or before the Closing Date
PURCHASE AND SALE AGREEMENT,Page 2
for any reason,then Buyer shall make available to Seller complete copies of all documents including,
without limitation,any entitlement documents,applications, surveys,studies,analysis and/or any other
documentation developed by Buyer regarding the Property(collectively, "Buyer's Reports"),and Buyer
shall assign and transfer its rights under Buyer's Reports to Seller,to the extent the same may be
transferred. Buyer shall indemnify and hold Seller harmless against any and all claims arising out of or,
�from, y
resulting Bu er's entry on the Property to conduct any of Buyer's inspection activities including
activities of Buyer's representatives,agents, employees, contractors, subcontractors, service providers,
materialmen, laborers, suppliers and vendors. Buyer shall not cause any claim,notice or lien of any type
or nature to be filed or recorded against the Property, or to otherwise encumber Seller's title to
the Property.
5.3 Due Diligence Review Approval/Disapproval. on or before the expiration of the Due
Diligence Period, Buyer shall notify Seller in writing of its approval or disapproval of the Due Diligence
Review. If Buyer does not notify Seller in writing of its approval of the Due Diligence Review on or
before the expiration of the Due Diligence Period,this Agreement shall terminate and Buyer shall receive
a full refund of their Earnest Money. Buyer acknowledges that as of the Closing Date Buyer shall have
conducted its own due diligence inspection of the Property and that Buyer shall accept the Property in
"AS IS-WHERE IS"condition and in the condition that the Property is in as of the Closing Date without
any representations or warranties, express or implied, from Seller,except those expressly set forth in this
p
.
A reement Buyer further acknowledges that Buyer is not relying upon any statements,representations or
Agreement. Y
warranties P �u orted to be made by any representatives of Seller which are not expressly set forth in this
Agreement. Seller has not made and does not hereby make any express,written,verbal or implied
promises,agreements,stipulations,representations or warranties of any type,character or nature
whatsoever regarding the Property including,without limitation, any personal property, easements,
tenements,privileges and appurtenances, or any engineering plans, governmental approvals,entitlements,
preliminary reliminar plats,reports, studies and any other materials assigned from Seller to Buyer. Buyer is relying
solely upon on its own due diligence inspection and judgment in entering into this Agreement and accepting
the conveyance and transfer of the Property at Closing. Seller makes no representations or warranties as
to the accuracy of the size of the Property. Buyer shall take the Property subject to third party claims
arisin g out of or resulting from discrepancies,encroachments and overlaps between or resulting from
existing perimeter fence locations and the surveyed boundary lines of the Property, if any,and/or to any
state of facts an accurate survey or inspection of the Property would show. Seller makes no
representations or warranties as to the presence or nonexistence of regulated substances on, within or
under the Property. Buyer represents and warrants to Seller that Buyer has ascertained, as of the Closing
from independent sources other than Seller,the applicable zoning, building,housing,and other regulatory
ordinances and laws and Buyer accepts the Property with full awareness of these ordinances and laws as
they may affect the present use or any intended future use of the Property, and that Seller has made no
Y
representations or warranties with respect thereto.
6. Closin .
6.1 Seller's Conditions to Close. The conditions precedent to Closing(collectively, "Seller's
Conditions to Close"or singly,"Seller's Condition to Close")set forth in this Section 6.1 must each be
fully satisfied or waived by Seller in its sole discretion before Seller is obligated to sell the Property.
Seller's Conditions to Close are for Seller's sole benefit and may be waived only by Seller.All of Seller's
Conditions to Close must be satisfied as of Closing and any earlier date as provided in this Section 6.1.
Provided,however,that if any of Seller's Conditions to Close are unsatisfied on the date of Closing or
such earlier date, Seller may waive such remaining Seller's Condition to Close in writing and proceed to
PURCHASE AND SALE AGREEMENT,Page 3
Closing.Notwithstanding any other provision hereunder, if any of Seller's Conditions to Close are not
satisfied as of Closing or any earlier date provided in this Section 6.1 and if Seller does not waive such
unsatisfied Seller's Condition to Close in writing,this Agreement shall terminate. Seller's Conditions to
Close are as follows:
(a) Closing Agent has received fully-executed originals of all Buyer's Closing
Deliveries on the date of Closing; and
(b) Buyer's representations and warranties set forth herein are true and accurate in
every material respect.
6.2 Buyer's Conditions to Close. The conditions precedent to Closing(collectively, "Buyer's
Conditions to Close"or singly, "Buyer's Condition to Close") set forth in this Section 6.2 must each be
fully satisfied or waived by Buyer in its sole discretion before Buyer is obligated to purchase the Property.
Buyer's Conditions to Close are for Buyer's sole benefit and may be waived only by Buyer.All of
Buyer's Conditions to Close must be satisfied as of Closing and any earlier date as provided in this
Section 6.2;provided,however,that if any of Buyer's Conditions to Close are unsatisfied on the date of
Closing or such earlier date, Buyer may waive such remaining Buyer's Condition to Close in writing and
proceed to Closing. Notwithstanding any other provision hereunder, if any of Buyer's Conditions to
Close are not satisfied as of Closing or any earlier date provided in this Section 6.2 and Buyer does not
waive such unsatisfied Buyer's Condition to Close in writing,this Agreement shall terminate.Buyer's
Conditions to Close are as follows:
(a) Closing Agent has received fully-executed originals of all Seller's Closing
Deliveries on the date of Closing;
(b) Seller's representations and warranties set forth herein are true and accurate in
every material respect;and
(c) The Closing Agent is prepared to issue to Buyer an owner's policy of title
insurance consistent with the Title Policy, subject to all title matters accepted by Buyer pursuant to
Section 4.
(d) The transaction between Buyer and The City of Caldwell, Idaho,closes
simultaneous with this transaction.
6.3 Date of Closing. Except as otherwise provided hereunder, Closing shall occur in the office
of Closing Agent no later than May 1,2016.
6.4 Possession. Possession of the Property shall be delivered by Seller to Buyer as of Closing.
7. Prorations.At or prior to Closing, Seller shall pay in full all real estate taxes and assessments of
any kind for the Property due and payable as of the date of Closing. Real estate taxes and installments or
assessments for the Property due and payable for the year of Closing shall be prorated as of the date of
Closing,computed on the basis of the last available tax rate and valuation.No adjustment to such
proration shall be made after Closing.
PURCHASE AND SALE AGREEMENT,Page 4
Costs. At Closing, in addition to the proration of any income and expenses to which the
8. Closing g
parties hereto have agreed herein,the parties shall pay the following costs:
8.1 Seller's Closing Costs. Seller shall pay:
(a) one-half of Closing Agent's fee;
b) the premium for the standard coverage portion of the Title Policy;
(c) one-half of recording fees for sale documents;
( ) any d excise,transfer, sales, use or similar taxes resulting from the conveyance of the
Property,or any portion thereof; and
(e) Seller's legal counsel fees.
8.2 Bu er's Closing Costs. Buyer shall pay:
(a) Buyer's legal counsel fees;
(b) the cost of any survey or other Due Diligence inspections obtained by Buyer;
(c) an Y additional premium for extended coverage or endorsements to the Title Policy;
(d) one half of Closing Agent's fee; and
(e) one-half of recording fees for sale documents.
8.3 other Closin g Costs. Any other costs associated with Closing not specifically provided for
herein shall be divided between Seller and Buyer in accordance with local custom and practice in the
county in which the Property is located.
9. Closin Deliveries.
9.1 Seller's Closing Deliveries. on or before the date of Closing, Seller shall deposit with
Closin g Agent ent Seller's executed originals of the following documents("Seller's Closing Deliveries")
conforming to the terms and conditions of this Agreement:
(a) a duly acknowledged and recordable warranty deed("Warranty Deed");and
(b) Seller's Closing instructions, if any.
9.2 Buyer's Closing Deliveries. On or before the date of Closing, Buyer shall deposit with
Closin g Agent ent the funds and Buyer's executed originals of the following documents("Buyer's Closing
Deliveries")conforming to the terms and conditions of this Agreement:
(a) the balance of the Purchase Price pursuant to Section 3 above;and
PURCHASE AND SALE AGREEMENT,Page S
(b) Buyer's Closing instructions, if any.
10. Management and Care of Pro]2ertv Pending Closing. From the Effective Date until the expiration
of the Due Diligence Period, Seller shall not enter into any agreements materially affecting the Property
without disclosure thereof to Buyer.After the expiration of the Due Diligence Period and if Buyer intends
to roceed to Closing, Seller shall not enter into any agreements materially affecting the Property without
p g
Buyer's prior consent thereto.
11. Default.
11.1 Seller's Default.
(a) Notwithstanding any provision otherwise provided in this Agreement to the
' ' prior to Closing,
contrary,upon Seller's uncured default or breach of any terms or conditions hereunder p g,
Buyer may do either of the following as its sole remedy: (i)terminate its obligation to further perform
Y Y
under this Agreement by delivering notice thereof to Seller;or(ii)force Seller to consummate the
transaction contemplated herein by commencing legal action for specific performance of Seller's
obligations under this Agreement.
(b) As a condition precedent to the effective exercise of Buyer's option to terminate its
obligation to further perform hereunder or take other action pursuant to this Section 11.1,Buyer shall give
Seller notice of the alleged default or breach of Seller. Seller shall have a period of five(5)business days
followin g receipt of such notice to cure the alleged default or breach to Buyer's reasonable satisfaction,
and to thereby cure the default or breach. Notwithstanding the foregoing,this Section 11.1 shall not
extend the date of Closing.
11.2 Bu er's Default.
(a) Notwithstanding any provision in this Agreement to the contrary, if the sale and
purchase of the Property contemplated by this Agreement is not consummated because of the Buyer's
uncured breach or default of any terms or conditions hereunder, Seller as its sole and exclusive remedy
may terminate this Agreement by delivering notice thereof to Buyer and retain any Earnest Money deposited
with Closin g Agent as liquidated damages.The parties hereto expressly agree and acknowledge that Seller's
actual damages in the event of a default by Buyer would be extremely difficult or impracticable to ascertain,
and that the amount of the Earnest Money represents the parties' reasonable estimate of such damages. The
parties hereto expressly agree and acknowledge that the payment of such amount as liquidated damages is not
intended as a forfeiture or penalty,but is intended to constitute liquidated damages to Seller.The provisions
of this Section 11.2,with respect to refund of the Earnest Money, shall survive the termination of this
Agreement.
(b) As a condition precedent to the effective exercise of Seller's option to terminate
this Agreement or take other action pursuant to this Section 11.2, Seller shall give Buyer written notice of
the alleged default or breach of Buyer. Buyer shall have a period of five(5)business days following
receipt of such notice to cure the alleged default or breach to Seller's reasonable satisfaction, and to
thereby cure the default or breach.Notwithstanding the foregoing,this Section 11.2 shall not extend the
date of Closing.
12. Seller's Representations. Seller hereby represents to Buyer as follows:
PURCHASE AND SALE AGREEMENT,Page G
12.1 Organization. Seller is validly organized and is in good standing under the laws of its state
of organization.
12.2 Authority. This Agreement constitutes the legal, valid, and binding obligation of Seller,
enforceable against Seller in accordance with its respective terms. Seller has full power and has been duly
authorized to execute and deliver this Agreement and to perform and carry out all covenants and
obligations to be performed and carried out by Seller hereunder.There are no actions, suits, proceedings,
g
or P
investigations ending or threatened against Seller which question the validity or enforceability of the
g
transaction contemplated herein. The execution, delivery,or performance of this Agreement by Seller,the
consummation by Seller of the transaction contemplated hereby,or the fulfillment of or compliance with
the terms and conditions of this Agreement(a)requires the consent,waiver, approval, license, or
authorization of any person or public authority; (b)violates its governing organizational documents or any
judgment,order,writ, injunction,or decree, statute, or regulation applicable to Seller; or(c)results in a
breach of or default under,with or without the giving of notice or the passage of time or both, any
mortgage.,trust deed, license, indenture, or any other agreement or instrument to which Seller is a party.
12.3 Actions. Seller is not aware of any pending or threatened actions which would in any way
interfere with or p rohibit Seller from entering into this Agreement or consummating the sale of the
Property on the terms set forth in this Agreement.
12.4 Parties in Possession. Seller is not aware of any parties in possession,or with a right of
possession,of the Property,and there are no other agreements or contracts,whether written or oral, for the
lease or e mort g a g purchase of the Property or any portion thereof except those current tenants identified
by Seller.
12.5 Taxes. Seller has not received any notice and does not have any knowledge of any taxes,
assessments or special taxes encumbering the Property or any portion thereof, except general property
taxes not yet due and payable.
12.6 Encumbrances. Seller has no knowledge of any unrecorded easements,encroachments,
boundary disputes or other matters affecting the Property.
12.7 Condemnation. Seller has no knowledge of any pending or threatened condemnation or
similar proceeding affecting the Property or any part thereof.
12.8 Violations. Seller has not received written notice from any governmental authority that the
Property is not in compliance with all applicable laws, except for such failures to comply, if any,which
p Y
have been remedied.
13. Buyer's Representations. Buyer hereby represents to Seller, as follows:
13.1 Organization. Buyer is validly organized and is in good standing under the laws of its state
of organization.
13.2 Authority. This Agreement constitutes the legal,valid, and binding obligation of Buyer,
enforceable against Buyer in accordance with its respective terms. Buyer has full power and has been
duly authorized to execute and deliver this Agreement and to perform and carry out all covenants and
PURCHASE AND SALE AGREEMENT,Page 7
P
obligations to be performed and carried out by Buyer hereunder. There are no actions, suits, proceedings,
g
or investigations pending or threatened against Buyer which question the validity or enforceability of the
transaction contemplated herein.None of the execution, delivery, or performance of this Agreement by
Buyer,the consummation by Buyer of the transaction contemplated hereby,or the fulfillment of or
compliance with the terms and conditions of this Agreement(a) requires the consent,waiver,approval,
license, or authorization of any person or public authority; (b)violates its governing organizational
documents or any judgment,order,writ, injunction, or decree statute,or regulation applicable to Buyer;
(c)results in a breach of or default under,with or without the giving of notice or the passage of time or
both,any mortgage,trust deed,license, indenture, or any other agreement or instrument to which Buyer is
a party.
13.3 Property Condition. Buyer agrees to accept the Property in "AS IS,WHERE IS"
condition, subject only to the express warranties of Seller set forth in this Agreement.
14. Condemnation. Notwithstanding any other provision hereunder, if prior to Closing any material
p
ortion of the Property is taken by eminent domain, Seller shall give Buyer prompt written notice of any
such taking and Buyer may terminate this Agreement by delivering notice thereof to Seller not later than
one(1)business days following Buyer's receipt of Seller's notice. If Buyer does not so terminate this
A g reement,Buyer and Seller shall proceed to Closing pursuant to the terms of this Agreement without
reduction to the Purchase Price;provided,however,that Seller at Closing shall assign and turn over to
Buyer any awards received by Seller with respect to such taking.
15. Tax-Free Exchange. Buyer may acquire or Seller may sell the Property through a tax-free
exchange under IRC Section 1 031. In connection therewith,each party hereto agrees to execute such
documents as are reasonably necessary or appropriate and to otherwise cooperate with the other to
effectuate such exchange;provided,however,that the other party and its representatives shall have a
reasonable opportunity to review such documents prior to Closing and shall bear no liability or expense
for such exchange. Each party hereto hereby indemnifies and holds the other free and harmless from any
liability(including but not limited to the tax ramification to the other of such tax-free exchange)arising
by reason of performing the acts required hereby to effectuate such exchange, except insofar as any such
liability is attributable to the failure of the other to perform as required hereunder. No party hereto shall
be required to take title or otherwise assume any liability with respect to any like-kind property to be
exchanged with the Property.
16. Re resentation and Commissions. Buyer hereby agrees to defend, indemnify and hold Seller
harmless from any and all loss, cost or expense from any claim for real estate commission made by any
agent,broker or firm engaged by or working with Buyer in connection with the Property or this
transaction. Buyer hereby represents and warrants that it has not engaged the services of any agent,
broker or firm in connection with the purchase of this Property. Seller hereby agrees to defend, indemnify
and hold Buyer harmless from any and all loss, cost or expense from any claim for real estate commission
made by any agent,broker or firm engaged by Seller in connection with the Property or this transaction.
Seiler hereby represents and warrants that it has not engaged the services of any agent,broker or firm in
connection with the sale of this Property.
17. Notices. All notices,requests,demands, and other communications(collectively, "Notices")
hereunder shall be in writing and delivered to the parties hereto by(a)hand-delivery, (b)established
express delivery service that maintains delivery records,(c)certified or registered U.S.mail, postage
PURCHASE AND SALE AGREEMENT,Page S
prepaid,return receipt requested, or(d)facsimile or other electronic means at the following addresses, or
at such other address as the parties hereto may designate pursuant to this Section.
Seller:The Urban Renewal Agency of the City of Caldwell, Idaho
Attn: Debbie Geyer
411 Blaine St.
Caldwell, Idaho 83605
Fax: (208)455-3003
Email: dgeyer@cityofcaldwell.org
Buyer: Sundowner, Inc.
Attn: Rob Pilote
1 002 Arthur St.
Caldwell, Idaho 83605
Fax: (208)459-6471
Email:rpilote@sundownerinc.com
18. Termination. In the event that this Agreement is terminated as permitted hereunder,any and all
rights or obligations of Seller and Buyer hereunder shall terminate and be of no further force or effect,
except as otherwise set forth herein. In the event that Seller terminates this Agreement by reason of a
default of Buyer, Buyer shall pay any cancellation fees or costs charged by Closing Agent. If this
Agreement is terminated for any other reason, Seller shall pay any such cancellation fees or costs.
19. Survival. Except as otherwise expressly provided herein,the provisions of this Agreement and the
representations,warranties,and the indemnity agreements set forth herein shall survive the Closing and
shall not merge into any deed delivered and accepted upon Closing.
20. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of
the successors-in-interest and assigns of each party hereto.
21. Severab . If any term or provision of this Agreement or the application of it to any person or
circumstance shall,to any extent,be invalid or unenforceable, the remainder of this Agreement or the
application of such term or provision to persons or circumstances, other than those as to which it is invalid
or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be
valid and shall be enforced to the extent permitted by law.
22. Waiver. The failure of a party hereto to insist upon strict performance of any of the terms set forth
herein shall not be deemed a waiver of any rights or remedies that the party may have, and shall not be
deemed a waiver of any subsequent breach or default in the performance of any of the terms contained
herein by the same or any other party.
23. Attorneys' Fees. If a party hereto commences a legal proceeding to enforce any of the terms of
this Agreement,the prevailing party in such action shall have the right to recover reasonable attorneys'
fees and costs from the other party to be fixed by the court in the same action.
PURCHASE AND SALE AGREEMENT,Page 9
24. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with
respect to the subject matter of this Agreement and supersedes all prior understandings, agreements,
representations, and warranties, if any,with respect to such subject matter.
25. Amendment. This Agreement may only be amended and modified by a writing executed by
Buyer and Seller.
26. Governina Law. The validity,meaning and effect of this Agreement shall be determined in
accordance with the laws of the State of Idaho.
27. Inte retation. Whenever the context so requires, all words used in the singular shall be construed
to have been used in the plural(and vice versa), each gender shall be construed to include any other
genders,and the word"person" shall be construed to include a natural person,a corporation,a firm, a
partnership, a joint venture, a trust,an estate,or any other entity. This Agreement shall be interpreted and
construed only by the contents hereof, and there shall be no presumption or standard of construction in
favor of or against either Seller or Buyer. The words"herein,""hereof,""hereunder," and other similar
compounds of the word"here"when used in this Agreement shall refer to the entire Agreement and not to
any particular provision or section.
28. Headings. The headings of the various paragraphs of this Agreement have been inserted only for
convenience,and shall not be deemed in any manner to modify or limit any of the provisions of this
Agreement or be used in any manner in the interpretation of this Agreement.
29. Time is of Essence. Time is expressly made of the essence of all the provisions of this
Agreement.
30. Dates of Performance. Whenever a date for an action required to be performed or any period of
time set forth in this Agreement ends on a Saturday, Sunday,or federal holiday,then such date shall be
extended to the following business day.
31. Further Assurances. Each party hereto shall execute all instruments and documents and take all
actions as may be reasonably required to effectuate this Agreement.
32. Counte arts. This Agreement may be executed in any number of counterparts,each of which
shall be deemed an original,but all of which when taken together shall constitute but one and the same
Agreement. Delivery of an executed counterpart of this Agreement by facsimile or other electronic means
shall be equally as effective as delivery of a manually executed original counterpart of this Agreement.
33. Authority. The officers or agents signing this Agreement on behalf of Buyer and Seller,
respectively, each warrant that he or she is authorized to execute this Agreement on behalf of Buyer and
Seller,respectively.
34. Joint and Several Obligations. In the event any party hereto is composed of more than one person,
the obligations of such parties shall be joint and several.
35. No Third Paqy Beneficiary,Rights. This Agreement is not intended to create, nor shall it in any
way be interpreted or construed to create,any third party beneficiary rights in any person not a party
hereto unless otherwise expressly provided herein.
PURCHASE AND SALE AGREEMENT,Page 10
IN t E WHEREOF
made f�,c f the Effiective Date.
'Urban Renewal,,kgency of Ov"t., Sundowner,tnc.
r"
p"p r �d f
I L
y
B
"N a r
n
Its,: Its
d
Date: Da
i�a,a
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
A portion of the NW 1/4 of Section 25,Township 4 North, Range 3 West, Boise Meridian, Canyon County,
Idaho,being more particularly described as follows:
All of tots 1.,29 &3 in Block—2 of SKY RANCH BUSINESS CENJ'ERNO.2, PHASE 2,according to the
Plat filed in Book 44 of Plats. Page 1, records of Canyon County, Idaho.
The above described lots contain a total of 3.92 acres, more or less.
PURCHASE AND SALE AGREEMENT,Page 12