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AGREEMENT TO PURCHASE REAL PROPERTY BETWEEN CITY OF MOSCOW, IDAHO AND CRITES SEED, INC. THIS AGREEMENT TO PURCHASE REAL PROPERTY BETWEEN CITY OF MOSCOW, IDAH AND CRITES SEED, INC. (hereinafter "Agreement") is entered into this / day of \ , 2012 by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "GRANTEE"), and Crites Seed, Inc., a Corporation of the State of Idaho, P 0 Box 8912, Moscow, Idaho, 83843, (hereinafter "GRANTOR"). WIT N E S S E T H : In consideration of the mutual covenants set forth herein, GRANTOR and GRANTEE agree as follows: 1. CONSIDERATION AND PROPERTY: In consideration of the sum of Twenty Two Thousand One Hundred and Ten Dollars ($22, 11 0.00) paid by GRANTEE to GRANTOR, receipt of which is hereby acknowledged by GRANTOR, GRANTOR hereby grants unto GRANTEE the right to purchase real property (hereinafter referred to as "the Property") situated in the County of Latah, State of Idaho, as shown in Exhibit A attached hereto and incorporated the same as if fully copied herein, and more particularly described as follows: That portion of a parcel of land described in the Quitclaim Deed dated April 18th 2011 and recorded as Instrument No. 543834, records of said Latah County, situated in the northeast quarter of Section 18, Township 39 North, Range 5 West, Boise Meridian, Latah County, Idaho, shown on the attached Exhibit and being more particularly described as follows: Commencing at the northeast comer of said Section 18, thence along the east line of said Section 18, S00°54128"W, 1443.07 feet; thence West 36.28 feet to the southeast comer of a tract of land shown as "Parcel A" on Record of Survey No. 470509 records of said Latah County; thence N36°36'32"W 721.09 feet along the southwesterly boundaries of said "Parcel A" and "Parcel B" as shown on said Record of Survey, to the northwest comer of said "Parcel B" and the TRUE POINT OF BEGINNING; thence N53°26'07"E 152.74 feet along the southerly right-of-way line of College Street to the westerly right-of way line of U.S. Highway 95; thence along said highway right-of-way line S40°24'58"E 24.05 feet; thence leaving said right-of-way line S53°26'07"W 154.34 feet, parallel with and 24 feet distant of, when measured AGREEMENT TO PURCHASE REAL PROPERTY CRITES SEED, INC. PAGE I OF6 ---PAGE BREAK--- perpendicularly, said southerly right-of-way line of College Street; thence N36°36'32"W 24 feet along the southwesterly boundary of said "Parcel B" to the TRUE POINT OF BEGINNING. Said portion contains 3,685 square feet, more or less. 2. TERMS AND CONDITIONS: This Agreement is subject to the following terms and conditions: That the purchase of the Property described hereinabove are contingent on the following conditions being met on or before the closing date: A. Acceptance of GRANTEE's offer to purchase the Property be valid for a period of not less than ninety (90) days from the date of execution of this Agreement to complete and prepare the purchase documents; B. GRANTOR shall have full use of the Property until all of the terms and conditions contained within this Agreement have been fully exercised by GRANTEE; and C. GRANTOR shall pay all taxes due until the closing date of this transaction. 3. PURCHASE PRICE: The total purchase price of the Property shall be the sum of Twenty Two Thousand One Hundred and Ten Dollars ($22, 11 0.00). 4. OTHER CONDITIONS OF SALE: A. Title to the Property 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 GRANTEE and title to Property shall not be subject to any such liens or encumbrances or defects. B. Upon setting of the closing date by GRANTEE, GRANTOR shall immediately, at GRANTEE'S expense, apply for a preliminary commitment for a standard form Purchaser's policy of title insurance to be issued through Latah Title Company. Said preliminary commitment and the title policy to be issued shall contain no exceptions other than those provided in said standard form and those noted in paragraph 4.A. herein. If title cannot be made so insurable prior to the closing date, this Agreement is voidable at the option of GRANTEE. AGREEMENT TO PURCHASE REAL PROPERTY CRITES SEED, INC. PAGE20F6 ---PAGE BREAK--- C. It is hereby agreed that the "closing agent" for the purchase of the Property shall be Latah Title Company. D. On or before the closing date, GRANTOR and GRANTEE shall deposit with the closing agent all funds and instruments necessary to complete the sale. E. GRANTOR shall deliver possession to GRANTEE at time of closing without restrictions, covenants, or other encumbrances. Closing means the date on which all documents are recorded and the sale proceeds are available to GRANTOR. F. GRANTOR and GRANTEE shall each be responsible for their own closing costs, respectively. G. Additionally, the GRANTEE agrees to assist the GRANTOR with the following items to mitigate the impact of the sale of the property upon GRANTOR's existing use of the adjacent property as follows: 1. GRANTEE shall assist in the placement of additional gravel adjacent to GRANTOR's property north of College Street to accommodate the required truck turning movement that will result from the proposed College Street reconstruction design. u. GRANTEE shall assist in the installation of truck traffic directional signage to direct truck traffic to the GRANTOR's property in a mutually agreed upon route. iii. GRANTEE shall ensure that on-street parking on College Street shall be managed in a manner so as to not inhibit the use and egress from the GRANTOR's existing truck scale located on the south side of College Street as required by the GRANTOR's existing use of the subject property. 5. OTHER PROVISIONS: A. GRANTEE shall have the right to enter the Property for inspection, investigation, surveying, and other testing of the Property at reasonable times during the life of this Agreement. B. Should the Property or any improvement thereon be materially damaged by GRANTOR prior to closing this sale, this Agreement is voidable at the option of GRANTEE. C. 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 except as otherwise provided in this Agreement. AGREEMENT TO PURCHASE REAL PROPERTY CRITES SEED, INC. PAGE30F6 ---PAGE BREAK--- D. The parties agree that should any provision of this Agreement be litigated in the future, the prevailing party will be entitled to reasonable attorney's fees and costs. Venue for any 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. E. Time is of the essence in the performance of this Agreement. F. 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. G. This Agreement constitutes the entire Agreement between the parties regarding the Property. AGREEMENT TO PURCHASE REAL PROPERTY CRITES SEED, INC. PAGE 4 OF6 ---PAGE BREAK--- IN WITNESS WHEREOF, GRANTOR and GRANTEE have executed this Agreement the day and year first set forth above. GRANTOR: STATE OF IDAHO ) ) ss County of LATAH ) GRANTEE: City of Moscow, Idaho ACKNOWLEDGMENT On this 13-tn day of Apn- ( , 2012, before me, a Notary Public in and for said State, appeared Andy Johnson, known to me to be the person named above and acknowledged to me that he executed the foregoing document as CEO, and as the duly authorized representative of Crites Seed, Inc. AGREEMENT TO PURCHASE REAL PROPERTY CRITES SEED, lNC. Notary Public in and for the State of Idaho Residing at: My Commission Expires: 7'7t _ PAGES OF6 ---PAGE BREAK--- EXHIBIT UJW 6til_ g0:: <(Ul 8 & G VENTURES, LL.C. EXHIBIT WARRANTY DEED EIGHTH STREET R=1201.44' L=70.52' R=1201.44' L=73.84' West 36.28' FROM CRITES SEED, INC. AGREEMENT TO PURCHASE REAL PROPERTY CRITES SEED, INC. f zW -w