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AGREEMENT TO NEGOTIATE FOR SALE REAL PROPERTY This Agreement, entered into thisd/ ay of January, 1991, by and between Latah Sanitation, Inc., an Idaho corporation, and Diane Johnson, a widow, the GRANTORS, and the city of Moscow, a municipal corporation of Idaho, the CITY, for the purpose of negotiating conveyance of real property owned by GRANTORS to the CITY. WITNESSETH WHEREAS, GRANTORS are the owners of real property located in Latah County, Idaho which is suitable for the continued operation of a landfill; and, WHEREAS, the CITY is interested in purchasing said property; and WHEREAS, GRANTORS are willing to sell said property to the CITY under certain conditions. NOW THEREFORE, GRANTORS and the CITY agree as follows: 1. GRANTORS hereby agree to negotiate sale of the real property set forth in paragraph 2 to the CITY under the terms and conditions set forth herein. GRANTORS agree to negotiate solely with the CITY regarding said property during the term of this agreement. 2. DESCRIPTION: Property which is subject to this agreement includes all of the property described in Exhibits 1,2,3,4,5,6 and 7, which are attached to and incorporated into this agreement, except for property which is currently used for landfill purposes. 3. GRANTORS agree that, during the period of this agreement, GRANTORS shall refrain from selling the property; entering into any agreement regarding sale of property; mortgaging or otherwise encumbering said property (except to the extent that borrowing is utilized to improve or for engineering for the landfill) ; and selling Latah Sanitation, Inc. , or the stock thereof, to other parties. 4. TERM: This agreement shall be in effect for a period of 30 days; the parties shall mutually have the option to extend the agreement for an additional period. 5. CONSIDERATION: In consideration for entering this agreement the CITY shall pay the GRANTORS the sum of $100. ---PAGE BREAK--- 6. PURCHASE PRICE: shall not exceed for the property property. The purchase price for said property the greater of appraised market value or GRANTORS' cost basis of the 7. OTHER CONDITIONS: Conditions of sale may include: a long-term contract for operation of the landfill; a long-term contract for waste collection services; the right of first refusal to GRANTORS on such solid waste endeavors as transfer stations, recycling operations, waste to energy plants, composting, hauling; the right to lease back current space utilized for office, storage and repair of equipment and other uses related to operation and maintenance functions of the collection and landfill franchises (not to exceed ten acres) . IN WITNESS WHEREOF, the GRANTORS, individually and through its President and Secretary and the CITY, by and through its Mayor and city Clerk, have caused this agreement to be executed to be effective the day and year first above written. LATAH SANITATION, INC.: President CITY OF MOSCOW: Elaine Russe , Cify-elerk ---PAGE BREAK--- STATE OF IDAHO ss County of Latah on this c23;uJ> day 1991, before me a Notary Public in and for satatyppeare Diane K. Johnson, individu lly and as President, and , Secretary, kn wn to me to be the =pzrLe-s{'Ie}n~tandSec r--et-a--ry of Latah Sanitation, Inc. and acknowledged to me that they executed the foregoing agreement. N\O E R u' , s 'v t.S'ù":÷ø (i u.v(' \õ • I \ 2 0 - "r . \_st ò - t) ; M c PQR,: - -1t 0 p - q r· 0 v 0 ó ~ ó ft ñ .ft••.,.,coec•• fi ò t oô \V r STATE OF IDAHO ) ) ss County of Latah ) On this day ofrl , 1991, before me a Notary Public in and for sa' appeared Paul c. Agidius and Elaine Russell, known to me to be the Mayor and City Clerk of the City of Moscow and acknowledged to me that they executed the foregoing agreement. ---PAGE BREAK--- Parcel 1 a-ft ·fl7 LEGAL DESCRIPTION CMengelRamp to Latah Sanitation) ?G.rc.el .i ð t.jo,JoA c:.res rïðe.d.: KL, 1ñs7 -(Land to be conveyed in 1987) A parcel of land situated in the east 1/2 of Section T39N, and being more particularly described as follows: Beginning at the east corner of said Sec. said point being marked by a brass cap survey onument; Thence s 00-10-19 w, 389.71 feet, along the sec. line; Thence West, 379.21 feet; Thence N 76-Lf8-Lf0 w, Lf3Lf.Lf6 feet; Thence N 56-LfB-LfS w, 838.30 feet; Thence N LfS-28-11 w, 1616.Lf2 feet to the center-north 1/16 corner of said Sec. 2Lf; Thence N 89-Lf2-20 E, 1Lfll.f.23 feet along the 1/16 line; Thence s 00-07-30 W, 1000.00 feet; Thence s 68-16-32 E, 533.Lf5 feet; Thence N 89-Lf2-20 E, 300.00 feet; Thence N 00-07-30 E, 500.00 feet; Thence N 89-Lf2-20 E, Lf50.00 feet to the east line of said Sec. 2Lf; Thence s 00-07-30 W, 615.5Lf feet along said east line to the True Point of Beginning. Said parcel is subject to a 25 foot wide easement for vehicular access along the east boundary line. Parcel 1 contains LfO.lO acres. EXHIBIT 1 ---PAGE BREAK--- : :l:,o2. îc . , ! cPî I.J, 1ï87 Parcel 2 (Land leased by Latah Sanitation in 1978) A parcel of land situated in the SEllè NEllè Section 2è. T39N, R 5 WBM, and being more particularly described as follows: Beginning at the east 1/è corner of said Sec. 2éê said point being marked by a brass cap survey monument, thence N 00-07-30 E, 615.5ë feet, along the section line to the True Point of Beginning; Thence Thence Thence Thence Thence Thence Thence Thence Thence S 89-è2-20 W, s 00-07-30 w, s 89-ë2-20 w, N 68-16-32 W, N 00-07-30 E, N 89-'-±2-20 E, s 00-07-30 w, N 89-'-±2ì20 E, s 00-07-30 w, t..t50.00 feet; 500.00 feet; 300.00 feet; 533.'-±5 feet; 1000.00 feet; 779. 30 feet; '-±66.70 feet; è66.70 feet; 233.30 feet; to the True Point of Beginning. Said parcel is subject to a 25 foot wide easement for vehicular access along the east boundary line. Parcel 2 contains 23.02 acres. EXHIBIT 2 ---PAGE BREAK--- '3iti\S'3 LEGAL DESCRIPTION MENGELKM1P - JOHNSON 'Po.rce\ 3-:5í 0ìí 4/·13-83 A parcel of land situated in the NE% of Section 24, Township 39 North, Range 5 West, B.M., more particularly described as follows: Beginning at the NE corner of Section 24, T.39 R.5 B.M., thence S00°07'30"W, 1315.5'3 feet to the N 1/16 corner on the East line of Section 24, and the TRUE POINT OF BEGINNING; Thence s 00°07'30" w, 466.70 feet; Thence s 89°42'20" w, 466.70 feet; Thence N 00°07'30" E, 466.70 feet; Thence N 89°42'20" E, 466.70 feet; to the TRUE POINT OF BEGINNING. Said parcel contains 5.00 acres of land. EXHIBIT 3 ---PAGE BREAK--- 1-'1ë87 LEGAL DESCRIPTION CMengelkamp to Latah Sanitation) Future Purchase Option Pa.rc.eJ Cfo Acres " G Hlll'if17 All that land in the south one-half of the northeast quarter and the north one-half of the southeast quarter of Section 2ç, T39N, EXCEPTING THE FOLLOWING; Beginning at the northeast corner of the southeast quarter of the northeast quarter CSEl/çNEl/ç) of said Sec. 2Y:, Thence S 89-Y:2-20 W, 2,193.53 feet, along the 1/16 line to the CNl/16 corner; Thence S Y:S-28-11 E, 1,616.Y:2 feet; Thence S 56-ç8-Y:S E, 838.30 feet; Thence S 76-Y:8-Y:O E, Y:3Y:.Y:6 feet; Thence West, 379.28 feet, to the section line; Thence N 00-10-19 E, 389.71 feet, to the 1/Y: corner; Thence N 00-07-30 E, 1,31S.SY: feet, along the sec. line to the point of beginning. EXHIBIT 4 ---PAGE BREAK--- a . . . . t· : . ! . -b . . . . : . . . } . il:· å-æ' . : · 1 . • ; • j. . , . . . . • . . . ' . Beg .inning a't the Southeast· corner of t-he ME2NEJ(; thence çorth along the East Line cf the NBC a distance of lS2 f.eet to a point on the East:line of the NêNE¥i thence South 60°00' West a distance.of 369.03 feet to a point on the South line of the NçNè; thence:East orth 89°33' East) along sa(d South line of the NENEF a distance of 319!60 feè to the point oæ beginning1 all contained in the NEDNE4 of Section . 24 Township 39 North,3nqe S.,W.B M. \ . . c. · . . :·.Jéê.ëì: . I 'k • / . . " . . . • ' · . j • • . • _4 . · , Jn·,_ . . . ' • ' . ' ' . I • · . . , . EXHIBIT 5 ---PAGE BREAK--- to(rA/83-