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AMENDED PROPERTY EXCHANGE AGREEMENT BETWEEN ROBERT C. PETERSON AND CITY OF MOSCOW, IDAHO FOR PARKLAND AND DEVELOPMENT WITHIN PETERSON zND ADDITION SUBDIVISION AMENDS RECORDING #542765 and #543061 543934 THIS PROPERTY EXCHANGE AGREEMENT BETWEEN ROBERT C. PETERSON, AND CITY OF MOSCOW, IDAHO FOR PARKLAND AND DEVELOPMENT WITHIN PETERSON 2ND ADDITION SUBDIVISION (hereinafter 11Exchange Agreement"), is entered into this 20th day of December, 2010, by and between Robert C. Peterson, 2733 Sunset Drive, Lewiston, Idaho, 83501, being the developer of real property as described herein (hereinafter "DEVELOPER"), and the City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"); WIT N E S S E T H : WHEREAS, DEVELOPER owns and desires to develop property known as Peterson 2nd Addition Subdivision in the City of Moscow, Latah County, Idaho (hereinafter "Subdivision"), and illustrated on Exhibit A; and WHEREAS, CITY owns the eastern portion of a piece of property known as City of Moscow Instrument No. 216031 comprised of the public right-of-way shown on the Peterson 211d Addition final plat as a portion of Lindsey A venue and all of Block 7, Lot 6 and a portion of Block 7, Lots 4 and 5 on the Peterson 2nd Addition Final Plat (hereinafter the City's Exchange Property or "CEP") and legally described on Exhibit B; and WHEREAS, DEVELOPER desires to acquire the CEP via an exchange agreement with CITY; and WHEREAS, in exchange for the CEP, DEVELOPER wishes to dedicate additional real property for parkland (hereinafter Tract "A Parkland" and Tract over and above that which is currently required for parkland by the Moscow City Code; and WHEREAS, CITY and DEVELOPER believe that the additional parkland will enable CITY to develop a park within the Subdivision in a manner which optimizes it as an amenity to the community; and WHEREAS, DEVELOPER wishes to exchange Tract "A Parkland" and Tract land located within the Subdivision, for the CEP.; and WHEREAS, City Council approved the Final Plat of Peterson 2nd Addition Subdivision on the 61h day of December, 2010, subject to such property exchange; and WHEREAS, CITY desires to accept Tract "A Parkland" and Tract o facilitate such logical and orderly development and to acquire property of equivalent value to that which is to be conveyed to DEVELOPER herein; and PROPERTY EXCHANGE AGREEMENT; PETERSON AND CITY PAGE I OF7 2.0\\ ·l ---PAGE BREAK--- 543934 WHEREAS, both DEVELOPER and CITY understand and intend that this Exchange Agreement is contingent upon the recordation of the Peterson 2nd Addition Final Plat as approved by Moscow, Idaho City Council; and WHEREAS, DEVELOPER and CITY understand and agree that if the Peterson 211d Addition Final Plat as proposed on the date of the execution of this Exchange Agreement is not recorded, then this Exchange Agreement shall become null and void without further action of any party; and WHEREAS, DEVELOPER and CITY understand that CEP will be conveyed to DEVELOPER by quitclaim deed with a reservation to CITY of an access easement and an underground utility easement over the entire CEP (hereinafter "Reserved Easement"); and WHEREAS, the Reserved Easement over the CEP is intended by the current Moscow City Council to be reserved for the benefit of CITY until the full build-out of the Subdivision pursuant to the Development Agreement dated December 20, 2010 and recorded under Latah County Recorder's No. 542501; and WHEREAS, said Development Agreement provides that, upon full build-out, DEVELOPER shall provide for an alternate access to the Subdivision and shall relocate the underground utility easement, thus eliminating the need for the Reserved Easement; and WHEREAS, although this current City Council understands that it cannot legally bind a future City Council to vacate such Reserved Easement, it is the strong desire and recommendation of the current City Council and DEVELOPER that, upon full build-out of the Subdivision and elimination of the need for the Reserved Easement, said Reserved Easement should be vacated by CITY; NOW, THEREFORE, DEVELOPER and CITY, in consideration of mutual covenants set forth herein, agree as follows: I. Definitions. A. City Exchange Property or CEP. The eastern portion of a piece of property recorded in Latah County records as City of Moscow Instrument No. 216031 and comprised of the public right-of-way shown on the Peterson 2nd Addition final plat as a portion of Lindsey A venue and all of Block 7, Lot 6 and a portion of Block 7, Lots 4 and 5 on the Peterson 2nd Addition Final Plat. B. Reserved Easement. An access and underground utility easement over the entire CEP for use by CITY during construction and build-out of the Subdivision which current City Council strongly recommends shall be vacated by a future City Council upon final Subdivision build-out. PROPERTY EXCHANGE AGREEMENT; PETERSON AND CITY PAGE2 OF7 ---PAGE BREAK--- II. Consideration and Property A. DEVELOPER DEDICATES TRACT "A PARKLAND" AND TRACT 543.934 In consideration of receipt of CEP by DEVELOPER (through quitclaim deed with reservation of the Reserved Easement), DEVELOPER hereby dedicates as Parkland to CITY (along with customary related public uses, real property and all improvements thereon situated in the County of Latah, State of Idaho), Tract "A Parkland" and Tract as shown in Exhibit the Peterson 2"d Addition Final Plat attached hereto and more particularly described as follows: Tract "A Parkland" A tract of land located in the Northwest Quarter of Section 7, T. 39 R. 5 B.M. Latah, Co., Idaho, more particularly described as follows; Commencing at the West 1/16th comer on the Latitudinal Centerline of said Section 7 running thence N 00°57'02" E 49.75 feet along the West 1/161h line of said Section 7 to the TRUE POINT OF BEGINNING for this description; Thence N 00°57'02" E 549.40 feet along said 1/161h line; Thence S 55°22'24" E 373.50 feet; Thence N 34°45'40" E 115.21 feet to a point on the Southwesterly Right of-Way line of Melisondre Street (future); Thence S 55°14'20" E 74.45 feet along said Right-of-Way line (future); Thence 48.41 feet along a curve to the right having a central angle of 92°27'38", a radius of 30.00 feet and a chord length of 43.33 feet bearing S 09°00'31" E to a point on the Northwesterly Right-of-Way line of Baker Street (future); Thence 381.88 feet along said Right-of-Way line (future) which is a curve to the right having a central angle of 16°38'19", a radius of 1315.00 and a chord length of 380.54 feet bearing S 45°32'28" W; Thence S 53°51 '38" W 191.31 feet along said Right-of-Way line (future) to a point on the Northeasterly Right-of-Way line of Northwest Court; Thence N 36°08'22" W 40.68 feet along said Right-of-Way line to the TRUE POINT OF BEGINNING. Said tract contains 3.08 acres more or less. Tract A tract of land located in the Northwest Quarter of Section 7, T. 39 R. 5 B.M. Latah, Co., Idaho, more particularly described as follows; PROPERTY EXCHANGE AGREEMENT; PETERSON AND CITY PAGE3 OF7 ---PAGE BREAK--- Commencing at the North 11161h corner on the Meridiana! Centerline of said Section 7 running thence S 87°26' 1 0" W 309.07 feet along the North 1!161h line of said section 7 to the TRUE POINT OF BEGINNING for this description; Thence S 87°26' 1 0" W 68.3 8 feet along said 1/161h line to a point on the Easterly Right-of-Way line of Baker Street (future); Thence S 15°34'20" W 21.05 feet along said Right-of-Way line (future); Thence N 87°26'10" E 73.75 feet; Thence N 00°52'10" E 20.04 feet to a point on said North 1/161h line and the TRUE POINT OF BEGINNING. Said tract contains 0.03 acres more or less. B. CITY QUITCLAIMS CEP PROPERTY TO DEVELOPER In consideration of receipt of Tract "A Parkland" and Tract by CITY (through dedication as Parkland on Peterson 2"d Addition Final Plat duly recorded), CITY hereby quitclaims to DEVELOPER the CEP with the reservation of the Reserved Easement, all as shown in Exhibit attached hereto and more particularly described as follows: A tract of land located in the Northeast Quarter of the Southeast Quarter of the Northwest Quarter of Section 7, T. 39 R. 5 B.M. in the City of Moscow, Latah County Idaho, more particularly described as follows. Commencing at the Northeast Corner of the Southeast Quarter of the Northwest Quarter of said Section 7, running thence S 87°26' 1 0" W 30.06 feet along the North 1/16111 line of said Section 7 to the Northeast Comer of the City of Moscow Tract recorded as Inst. No. 216031 with the Recorder's office of said county, and the TRUE POINT OF BEGINNING of this description; thence S 00°55'58" W 213.50 feet along the East line of said Inst. No. 216031; thence N 26°18'02" W 87.23 feet along the Southwesterly line of said Inst. No. 216031; thence S 87°26'10" W 79.68 feet along the South line of said Inst. No. 216031; thence N 00°56'02" E 133.50 feet to a point on the North 1/16111 line of said Section 7; thence N 87°26'10" E 119.67 feet along said l/161h line to the TRUE POINT OF BEGINNING. Said tract contains 17,543 square feet or 0.40 acres more or less. PROPERTY EXCHANGE AGREEMENT; PETERSON AND CITY PAGE 4 OF 7 ---PAGE BREAK--- III. Terms and Conditions This Exchange Agreement is subject to the following terms and conditions: A. DEVELOPER shall do the following: 1. Dedicate Tract "A Parkland" and Tract to CITY, as provided herein; 543934 2. Apply for and receive from Moscow, Idaho City Council Final Plat approval for Peterson 2nd Addition Subdivision to the City of Moscow, Latah County, Idaho, subject to any conditions thereto. 3. Properly file Peterson 2nd Addition Final Plat with Latah County. 4. Enter into Development Agreement between Robert C. Peterson and City of Moscow, Idaho for Peterson 2nd Addition Subdivision for the orderly development of such Peterson 2nd Addition Subdivision in Phases. B. CITY shall do the following: Contingent upon the approval by City Council of the Peterson 2nd Addition Final Plat and its proper recordation with Latah County, CITY shall Quitclaim to DEVELOPER, the CEP with the reservation of the Reserved Easement. C. DEVELOPER and CITY understand that the following shall be done: As a condition to be met prior to the exchange of Tract "A Parkland" and Tract for CEP, all necessary rezoning of the Peterson 2nd Addition Subdivision, and final approval of the Plat for Peterson 2nd Addition Subdivision shall be obtained from the City Council, subject to any conditions imposed thereon. D. Environmental Matters. DEVELOPER and CITY covenant that they have not placed or brought onto Tract "A Parkland" and Tract or onto CEP, nor permitted to be placed or brought onto Tract "A Parkland" and Tract or CEP, hazardous substances [as defined by Section 1 01 (14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601(14)] or materials including, but not limited to, petroleum products, the removal of which is required or the maintenance of which is prohibited or penalized by any applicable local, state or federal law, ordinance, rule, regulation or requirement and, to the best knowledge of DEVELOPER and CITY, Tract "A Parkland" and Tract and CEP are free of all such hazardous substances and materials. E. In the event of default by either of the parties in their performance of the terms and conditions of this Exchange Agreement, the defaulting party agrees to pay all attorney fees and costs incurred by the non-defaulting party. F. DEVELOPER shall deliver Tract "A Parkland" and Tract without restrictions, covenants or other encumbrances. PROPERTY EXCHANGE AGREEMENT; PETERSON AND CITY PAGE50F7 ---PAGE BREAK--- . . PROPERTY EXCHANGE AGREEMENT; PETERSON AND CITY f 543 34 PAGE70F7