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REAL EST ATE PURCHASE AND SALE AGREEMENT CITY OF MOSCOW, a municipal corporation of the State of Idaho (hereinafter "'Buyer"), agrees to purchase and MOSCOW SCHOOL DISTRICT NO. 281 (hereinafter "Seller") agrees to sell the following-described real estate and improvements thereon (hereinafter "Premises") located in the County of Latah, State ofldaho: See Exhibit attached hereto and made a part hereof I. The total purchase price is One Hundred Fifty Thousand and no/one- hundredths Dollars ($150,000.00), payable on or before closing. Said money shall be delivered to Seller, less costs and fees, upon the proof of good and marketable title and delivery of the warranty deed on or before closing. 2. Title to the Premises is to be conveyed by Warranty Deed, and is to be marketable and insurable except for rights reserved in federal patents, state or railroad deeds, building or use restrictions, building and zoning regulations and ordinances of any governmental unit, and rights-of-way and easements of record. There are no liens, encumbrances or defects which are to be discharged or assumed by Buyer, other than as described herein, and title shall not be subject to any such liens or encumbrances or defects other than such mortgage loan. 3. Seller shall transfer title to the premises as is under the following conditions: Buyer shall be responsible for and shall indemnify and hold harmless Seller from any and all remediation and cost of cleanup for environmental pollutants, including but not limited to asbestos, lead paint, bipheynols, petrochemicals or any other substance. Said substances include those substances defined as hazardous by Section 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 USC §9601(14). The terms of this paragraph 3 shall survive this Agreement 4. Seller shall, at its expense, immediately apply for a preliminary commitment for a standard form Purchaser's policy of title insurance to be issued by Latah Title Insurance Company. Said preliminary commitment, and the title policy to be issued, shall contain no exceptions other than those provided for in said standard form and those noted in paragraph 2 hereof If title cannot be made so insurable prior to the closing date called for herein, unless Buyer elects in writing to waive such defects or encumbrances, this Agreement shall be terminated. 5. It is hereby agreed that the "closing agent" for this Agreement shall be Latah Title Company REAL ESTATE PURCHASE AND SALE AGREEMEl'.'T Pagel 98-37 ---PAGE BREAK--- 6. On or before the closing date, Buyer and Seller shall deposit with the closing all funds and instruments necessary to complete the sale. The closing date shall be , 1998. 7. Seller shall deliver possession to Buyer at time of closing. Closing means the date on which all documents are recorded and the sale proceeds are available to Seller. 8. Closing costs and pro-ration. Seller and Buyer shall each pay one-half of the closing fee. Seller shall pay title insurance. 9. Should the Premises be materially altered or damaged prior to closing this sale, this Agreement is voidable at the option of Buyer. I 0 If Seller executes this Agreement, and title to said Premises is marketable and insurable, and Buyer refuses or neglects to comply with the terms or any conditions of sale within thirty (30) days from the date on which said term or condition is to be complied with, then and in that event Buyer shall be liable for any and all costs incurred by Seller in the execution of this Agreement, and Buyer's interest in the premises shall be immediately terminated. I I. This Agreement constitutes the entire Real Estate Purchase and Sale Agreement between the parties. 12. This Agreement, unless expressly stated otherwise herein, is the final Real Estate Purchase and Sale Agreement and shall be binding upon the heirs, personal representatives, successors and assigns of the respective parties hereto. 13. The parties agree that should any provisions of this Agreement be litigated, venue for such litigation shall be with the District Court of the Second Judicial District of the State ofldaho, in and for the County of Latah. 14. Time is of the essence in the performance of this Agreement DATED this =""-day of a:t£ BUYER SELLER '1998. CITY OF MOSCOW, a municipal corporation o e State ofld MOSCOW SCHOOL DISTRICT NO. 281 C: \Agreement''·. Wbitworth Purchase. Sale Agreement. doc·sr REAL FSTAHi PURCHASE AND SALE AGREEMEN1 Page 2 ---PAGE BREAK--- EXHIBIT A REAL ESTATE PURCHASE AND SALE AGREEMENT CITY OF MOSCOW AND MOSCOW SCHOOL DISTRICT NO. 281 LEGAL DESCRIPTION: A tract of land located in the County of Latah, State of Idaho, to wit: Block 2, Russell's Addition to the City of Moscow, as shown by the recorded plat thereof.