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. . PROPERTY EXCHANGE AND PARKLAND DEVELOPMENT AGREEMENT BETWEEN JEMCA, L.L.C. AND CITY OF MOSCOW, IDAHO FOR PARKLAND WITHIN SOUTHGATE 3RD ADDITION SUBDIVISION 533878 THIS PROPERTY EXCHANGE AND PARKLAND DEVELOPMENT AGREEMENT BETWEEN JEMCA, LLC AND CITY OF MOSCOW, IDAHO FOR PARKLAND WITHIN SOUTHGATEION SUBDIVISION (hereinafter "Agreement"), is entered into this 17 day of 2009, by and between JEMCA, L.L.C., at P 0 Box 8025, Moscow, Idaho, 83843, 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"); W I T N E S S E T H : WHEREAS, DEVELOPER desires to develop property to be known as Southgate 3rd Addition Subdivision in the City of Moscow, Latah County, Idaho; and WHEREAS, DEVELOPER wishes to exchange real property with CITY in order to improve the Southgate 3rd Addition Subdivision and in order to enable CITY to develop a park within such Subdivision in a manner which enhances such parkland (hereinafter "Parkland"); and WHEREAS, DEVELOPER wishes to exchange land within such Subdivision described hereinbelow and referred to hereinafter as Tract for land in the possession of CITY which is described hereinbelow and is referred to hereinafter as Tract and WHEREAS, City Council, on the 5th day of May, 2008, approved such exchange and approved the final plat of the Southgate 3'"d Addition Subdivision subject to such exchange; and WHEREAS, because there is a small imbalance between the understood value of Tract and Tract DEVELOPER and CITY wish to allow DEVELOPER to make certain public improvements to such Parkland as part of the exchange of Tract and Tract and as a condition of the Development of the Southgate 3rd Addition Subdivision in order to adjust for such imbalance of value; and WHEREAS, such public improvements to be installed and/or paid for by DEVELOPER on the Parkland include import, placement, compaction, and grading of top soil, and the seeding of the site with appropriate grass seed mix, as agreed upon between the parties hereto; and WHEREAS, this Agreement is subject to approval of the Southgate 3rd Addition final plat by City Council; NOW, THEREFORE, DEVELOPER and CITY, in consideration of mutual covenants set forth herein, agree as foJlows: PROPERTY EXCHANGe AND PARKLAND DEVELOPMI:NT AGREEMENT; JEMCA AND CITY PAGE I OF6 ---PAGE BREAK--- I. Consideration and Property A. DEVELOPER DEDICATES TRACT AS PARKLAND 533878 In consideration of receipt of Tract by DEVELOPER (through vacation), 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 as shown in Exhibit attached hereto and more particularly described as follows: A tract of land situated in the Plat of Section 16, Township 39 North, Range 5 West, Boise Meridian, Latah County, Idaho, recorded in Book 2 of Plats, page 36, Latah County Recorder's office, with said tract shown on the attached EXHIBIT and being more particularly described as follows: Commencing at the northwest corner of the southwest quruter of said Section 16; thence S86°20'37"E 1340.65 feet to a point on the centerline of the 80 foot wide White Avenue right-of-way, said point being Station 0+00 as shown on the plat of the Southgate 1 sl Addition, recorded as Instrument No. 490155 on file with the Recorder's office of said Latah County; thence S89°44' 48"E 1979.08 feet to the southeast corner of the Southgate 2nd Addition to the City of Moscow, recorded as Instrument No. 498621 on file with said Recorder's office, said point being the southwest corner of the proposed Southgate 3rd Addition to the City of Moscow, a partial replat of the Plat of Section 16, Township 39 North, Range 5 West, Boise Meridian, Latah County, Idaho, an unrecorded plat dated April 16, 2008 on file with said City of Moscow; thence along the southerly boundary of said Southgate 3rd Addition, S89°44'48"E 658.84 feet; thence N00°2l ' 13"E 1320.46 feet along the easterly boundary of said Southgate 3rd Addition and along the centerline of a vacated 80 foot wide north-south right-of-way as shown on said Plat of Section 16 to a point on the northerly boundary of Parcel of Block 3 of said Southgate 3rd Addition and the TRUE POINT OF BEGINNING, said point being N89°42'43"W 40.00 feet and N00°2l ' 13"E 40.00 feet from the northwest corner of Lot 18 of said Plat of Section 16; thence N89°42'43"W 39.94 feet along said northerly boundary to the northwest corner of said Parcel thence S00°26' 30"W 315.49 feet along the westerly boundary of said Parcel thence along said boundary, 32.23 feet along a curve to the left having a radius of 20.00 feet, a central angle of 92° 19' 18", and a chord of S45°43'08"E 28.85 feet; thence along the southerly boundary of said Parcel 316.85 feet along a curve to the left having a radius of 625.00 feet, a central angle of 29°02'49", and a chord of N73°35'50"E 313.47 feet; thence N89°42'43"W 280.51 feet along the southerly boundary of a parcel of land dedicated to said City of Moscow for parkland purposes by Deed of Dedication No. 496907 on file with the PROPERTY EXCHANGE AND PARKLAND DEVELOPMENT AGREEMENT; JEMCA AND CITY PAGE 201' 6 ---PAGE BREAK--- Recorder's office of said Latah County; thence N00°21' 13"E 245.50 feet along the westerly boundary of said parcel to the TRUE POINT OF BEGINNING. Said tract contains 0.67 acres, more or less. B. CITY VACATES FORMERLY DEDICATED PARKLAND BACK TO DEVELOPER In consideration of receipt of Tract by CITY (through dedication as Parkland) and for improvements to such Parkland agreed upon herein, CITY hereby vacates to DEVELOPER real property and all improvements thereon situated in the County of Latah, State of Idaho Tract as shown in Exhibit attached hereto and more particularly described as follows: A tract of land situated in the Plat of Section 16, Township 39 North, Range 5 West, Boise Meridian, Latah County, Idaho, recorded in Book 2 of Plats, page 36, Latah County Recorder's office, being a portion of a parcel dedicated as parkland to the City of Moscow, Idaho by Deed of Dedication No. 496907 on file with the Recorder's office of said Latah County, with said tract shown on the attached EXHIBIT and being more particularly described as follows: Commencing at the northwest corner of the southwest quarter of said Section 16; thence S86°20'37"E 1340.65 feet to a point on the centerline of the 80 foot wide White A venue right-of-way, said point being Station 0+00 as shown on the plat of the Southgate 1st Addition, recorded as Instrument No. 490155 on file with the Recorder's office of said Latah County; thence S89°44'48"E 1979.08 feet to the southeast corner of the Southgate 2n<.I Addition to the City of Moscow, recorded as Instrument No. 498621 on file with said Recorder's office, said point being the southwest corner of the proposed Southgate 3rd Addition to the City of Moscow, a partial replat of the Plat of Section 16, Township 39 North, Range 5 West, Boise Meridian, Latah County, Idaho, an unrecorded plat dated April 16, 2008 on file with said City of Moscow; thence along the southerly boundary of said Southgate 3rd Addition, S89°44' 48"E 658.84 feet; thence N00°21' 13"E 1320.46 feet along the easterly boundary of said Southgate 3rd Addition and along the centerline of a vacated 80 foot wide north-south right-of-way as shown on said Plat of Section 16 to a point on the northerly boundary of Parcel of Block 3 of said Southgate 3rd Addition, said point being N89°42' 43"W 40.00 feet and N00°2 l' 13"E 40.00 feet from the northwest corner of Lot 18 of said Plat of Section 16; thence S89°42'43"E 478.76 feet to the northeast corner of said Parcel and the TRUE POINT OF BEGINNING; thence S28°47'26"W 250.30 feet along the easterly boundary of said Parcel thence southwesterly along the southerly boundary of Parcel 80.54 feet along a curve to the left having a radius of 162.22 feet, a central angle of 28°26'50", and a chord of S72°58'37"W 79.72 feet; thence continuing PROPERTY EXCHANGE AND PARKLAND DEVELOPMENT AGREEMENT; JEMCA AND CITY PAGEv OF6 ---PAGE BREAK--- southwesterly along said boundary, 3.49 feet along a curve to the right having a radius of 625.00 feet, a central angle of 00°19'13", and a chord bearing S58°54'49"W 3.49 feet; thence S89°42'43"E 379.11 feet along the southerly boundary of said parcel of land dedicated to the City of Moscow for parkland; thence N00°26'30"E 245.50 feet along the easterly boundary of said parkland parcel; thence along the northerly boundary of said parkland parcel N89°42'43"W 181.24 feet to the TRUE POINT OF BEGINNING. Said tract contains 1.42 acres, more or less. 53387R As stated hereinabove, such consideration shall also consist of the promise of DEVELOPER to install or pay for certain public improvements on the Parkland shown in Exhibit attached hereto, which include import, placement, compaction, and grading of top soil, and the seeding of the Parkland shown in Exhibit with appropriate grass seed mix, as determined by the parties. II. Terms and Conditions This Agreement is subject to the following terms and conditions: A. DEVELOPER shall do the following: 1. Dedicate as Parkland Tract to CITY; 2. Install or pay for public improvements to the Parkland shown in Exhibit (including, import, placement, compaction, and grading of top soil, and the seeding of the Parkland in accordance with the grading plan and improvement specifications detailed in Exhibit concurrently with the development of the first phase of the subdivision. If the first phase of development of the subdivision is not Phase I as identified upon the phasing plan approved with the Subdivision Development Agreement, then DEVELOPER shall construct a temporary graveled all weather service access to allow for access and maintenance of the Parkland by CITY; and 3. Apply for and receive from Moscow, Idaho City Council final plat approval for Southgate 3rd Addition Subdivision to the City of Moscow, Latah County, Idaho, subject to any conditions thereto. B. CITY shall do the following: Vacate Tract to DEVELOPER. C. As a condition to be met prior to the exchange of Tract for Tract all necessary rezoning of the Southgate 3rd Addition Subdivision, and final approval of the plat for Southgate 3rd Addition Subdivision shall be obtained, subject to any conditions imposed thereon. PROPERTY EXCHANGE AND PARKLAND DEVELOPMENT AGREEMENT: JEMCA AND CITY PAGE40F6 ---PAGE BREAK--- 533878 D. Environmental Matters. DEVELOPER and CITY covenant that they have not placed or brought onto Tract or onto Tract nor permitted to be placed or brought onto Tract or Tract hazardous substances [as defined by Section 101(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 and Tract 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 Agreement, the defaulting party agrees to pay all attorney fees and costs incurred by the non-defaulting party. F. DEVELOPER shall deliver Tract without restrictions, covenants or other encumbrances. G. CITY shall deliver Tract without restrictions, covenants or other encumbrances. H. This Agreement constitutes the entire Agreement between the parties on this matter. I. This Agreement, unless expressly stated otherwise herein, is the final Agreement and shall be binding upon the heirs, personal representatives, successors and assigns of the respective parties hereto. J. The parties agree that, should any provision of this Agreement be litigated in the future, venue for such litigation shall be with the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. K. Time is of the essence in the performance of this Agreement. DATED this day of N iJV'{{Mbw 2009. DEVELOPER CITY JEMCA, L.L.C. City of Moscow, Idaho Michael A. Salisbury, Manager PROPERTY EXCHANGE AND PARKLAND DEVELOPMENT AGREEMENT; JEMCA AND CITY PAGES or-6 ---PAGE BREAK--- 533R7R ATTEST: STATE OF IDAHO ) ss: COUNTY OF LATAH ) On this L.2_ day of 2009, before me, the undersigned, a Notary in and for said State, personally appeared Michael A. Salisbury, known to me to be the Manager of JEMCA, L.L.C., the Idaho limited liability company whose name is subscribed to the foregoing and acknowledged to me he executed the same for and in behalf of said company, as its duly authorized agent. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year herein above written. Notary Public for the State of Residing at 7 "CD. My Commission Eires I PROPERTY EXCHANGE AND PARKLAND DEVELOPMENT AGREEMENT: JEMCA AND CITY PAGE60F6 ---PAGE BREAK--- VICINITY MAP NOT TO SCALE S89'42'43"E 660.00' 478.76' EXISTING PARKLAND REMAINDER 2.30 ACRES N89'42' 43"W 659.62' (Record 659.84') EXISTING PARKLAND DEED NO. 496907 CURVE L=316.85' R=625.00' PARKLAND BOUNDARY, 3.72 ACRES PROPOSED SOUTHGATE 3RD ADDITION DETAIL SCALE: 1" = 1 00' NW COR. PARKLAND DEED OF DEDICATION NO. 496907 I I I I I I I I S89'44' 48"E 1979.08' EXHIBIT PARKLAND REVISION MAY 2008 l ---PAGE BREAK--- GRADING NOTES: SL'PA.C)'IVS(\."'1) 1:AD-.ut<>JOoo -OIHO•I• ..r.l-Aˎˏː Ɲ.a--tcr-(IIC)olooi.-..DL :Iaf s:LT fUIC&WJJ0:1 0-AmOVmi!QUAL All>lnow .S.ˁ.a.D˂\flll) n. lbr˗(fi:O-.ollo - ._Wllon...._(t.ll;lo n.JotiQc.q.ˋ:lar .,>W!Ioo-- ol.,.looa-a.&.,.Wiwlioo..-. ....Cc...,.O.ol--.Aiqlotooo4%-"'-..WM-..ao.tiii&---"1'16CII)'.t'(MOI) TEMPORARY SILT FENCE DETAIL N.T.S. STRAW BALE PLACEMENT DET AlL N.T.S. 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