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495718 REALPROPERTYPURCHAS EANDSALEAGREEMENT Theal Property Pure ase and Sale Agreement (hereinafter "Agreement"), is made this , day of du , 2005, between the Urban Renewal Agency of the City of Moscow, Idaho, reinafter "BUYER"), c/o G ary J. Riedner, City of Moscow, P 0 Box 9203, Moscow, Idaho, 83843, and Thompson Family Limited Partnership (hereinafter "SELLER"), I 024 Pine Crest Road, Moscow, Idaho, 83843, for the purposes of providing BUYER with property for use as a part of Alturas Technology Park. W IT N E S S E T H : In consideration of the mutual covenants set forth herein, SELLER and BUYER agree to the sale and purchase of Parcels A and B described hereinbelow (collectively as "the Premises"), as follows: I. PROPERTY DESCRIPTIO N S Parcel A: Parcel A consists of real property and any and all improvements thereon situated in the County of Latah, State of Idaho (hereinafter "Parcel as shown in Attachment A and more particularly described as follows: A legal description for a parcel of land located in the EY, SEY. of Section 17 and the WY, SWV. of Section 16, T39N , R5W, BM and being more particularly described as follows: Beginning at the southeast comer of the SEY. of Sec 17, thence N 0°07'50" W, 838.38 feet, along the east line of said thence N 89°52'12" E, 7.75 feet to the TRUE POINT OF BEG IN N IN G. Thence S 89°52'12" W, 230.90 feet; Thence N 69°14'51" W, 486.90 feet to the southeast comer of the public park lot, Block 3 of the Alturas Business Park Plat; Thence N 21°51 '40" E, 235.77 feet to the northeast comer of said Lot 2; Thence S 67°57'46" E, 124.00 feet along the southerly right-of-way of Alturas Drive; Thence N 21°51 '40" E, 276.00 feet, along the east line of the Alturas Business Park Plat, to a point on the south right-of-way line of former railroad property; Thence S 67°57' 46" E, 157. 72 feet, along said former railroad right-of-way, to a point of curve to the left; Thence 242.92 feet, along said curve having a Delta= 7°07'1 l Radius= 1954.88, Chord= 242.76 and Chord Bearing = S 71°31'21" E, to a point in the centerline of Mt. View Road; Thence S 00°31 '34" E, 464.35 feet, along said centerline, to the TRUE POINT OF BEGINN IN G . Said parcel contains 6.34 acres. URA REAL PROPERTY Pt:RCHASE AND SALE AGREEMENT PAGE l OF6 2005-25 ---PAGE BREAK--- 495718 Parcel B: Parcel B consists of real property and any and all improvements thereon situated in the County of Latah, State of Idaho (hereinafter "Parcel as shown in Attachment A and more particularly described as follows: Block 1, Lot 2 of Alturas Technology Park of the City of Moscow, Latah County, Idaho. 2. CON SIDERATION Parcel A: In consideration of the sum of Six Hundred Twenty Four Thousand O ne Hundred Forty Five Dollars ($624,145), based upon evaluation of two and twenty six one/hundredths dollars ($2.26) per square foot, paid by BUYER to SELLER, SELLER hereby grants unto BUYER Parcel A as described hereinabove. Parcel B: In consideration of the sum of Sixty Six Thousand Eight Hundred Twenty Dollars ($66,820) paid by BUYER to SELLER, SELLER hereby grants unto BUYER Parcel B as described hereinabove. 3. TERMS AND CON DITION S A. Prior to closing, City of Moscow, Idaho shall approve an amendment to the First Amended Research and Technology Park Urban Renewal Competitively Disadvantaged Border Community Area Plan of 2004. Such approval and expiration of time for appeal of such approval is a prerequisite to the purchase and sale of the Premises. B. As a condition to be met prior to the purchase of the Premises, all necessary rezones of the Premises and the property retained by SELLER from which the Premises originate, special use permits, annexations and the like (including, but not limited to any required subdivision plat), must be obtained to allow for the development, construction and use of the Premises. SELLER and BUYER shall be responsible for and cooperate in obtaining such approvals, and shall exercise due diligence in obtaining such approvals. The costs of such approvals shall be borne by BUYER. If such approval, rezones, Special Use Permits, annexations or the like necessary to carry out the purposes of this Agreement are denied, this Agreement is void and shall be terminated without further obligation by any party and the earnest money shall be returned to BUYER. C. l. The total purchase price for the Premises is Six Hundred N inety Thousand Nine Hundred Sixty Five Dollars ($690,965). URA REAL PROPERTY PURCHASE AND SALE AGREEMENT PAGE20F6 ---PAGE BREAK--- 495718 2. Before closing, SELLER shall contract for purchase of the subject property and shall agree to a payment schedule of a period of ten (10) years at five percent simple interest per annum. Ten Thousand Dollars ($10,000) earnest money shall be paid in consideration of this Agreement and shall be applied to the total purchase price and shall be accepted as the first payment of this Agreement. Said earnest money amount shall be deposited with the Closing Agent and shall be released to SELLER at closing and applied as the first installment payment. The balance of the total purchase price shall be paid in equal installments beginning with the installment to be paid on or before February l, 2006 and continuing thereafter on or before February 1 of each succeeding year through the term of the ten (10) years until the balance of the total purchase price is paid. There shall be no penalty against BUYER for pre-payment of any amount of the total purchase price to be paid pursuant to this Agreement. 3. BUYER's obligation for the purchase of the Premises shall be evidenced by a N ote, the form and terms of which shall be mutually agreed to by BUYER and SELLER. D. 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 above, and title shall not be subject to any such liens or encumbrances or defects. BUYER reserves its discretion to accept or reject any title exceptions. Should BUYER reject such title exceptions, this Agreement shall terminate and SELLER shall return to BUYER the earnest money amount set forth above. E. BUYER shall, at BUYER's expense, provide a survey of the property of the Premises identified in paragraph 1 of this Agreement for recording. F. SELLER shall, at SELLER's 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.D. of this Agreement. 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. G. Environmental Matters. SELLER covenants that they have not placed or brought onto the Premises, nor permitted to be placed or brought onto the Premises, 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 URA REAL PROPERTY PURCHASE AND SALE AGREEMENT PAGE3 OF6 ---PAGE BREAK--- 495718 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 SELLER, the Premises is free of all such hazardous substances and materials. SELLER represents no knowledge as to any existence of any hazardous materials on the premises. SELLER agrees to cooperate in completing any environmental assessment. SELLER also agrees to provide BUYER with copies of any environmental reports in SELLER's possession. BUYER reserves its discretion to terminate this Agreement if it is not satisfied with the environmental clearance of the premises. In the event this Agreement is terminated as a result of BUYER's discretion, SELLER shall return to BUYER the earnest money amount set forth above. H. It is hereby agreed that the "closing agent" for this Agreement shall be Latah Title Company. I. Closing shall occur within sixty (60) days after the removal of all contingencies, but in no case later than September l , 2005. Provided, closing may be extended by mutual agreement to November 1, 2005. J. O n or before the closing date, BUYER and SELLER shall deposit with the closing agent all funds and instruments necessary to complete the sale. K. 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. L. Closing costs and pro-ration. SELLER and BUYER shall each pay one-half of the closing fee. SELLER shall pay title insurance. Ad valorem property taxes or assessments on the Premises for the current year and insurance acceptable to BUYER shall be prorated as of closing, if applicable. M. Should the Premises or any improvement thereon be materially damaged prior to closing this sale, this Agreement is voidable at the option of BUYER and in such event SELLER shall return to BUYER the earnest money set forth in this Agreement. N. If BUYER breaches this Agreement, which breach is not covered within thirty (30) days of written notice by SELLER, SELLER shall be entitled to retain the earnest money described above as liquidated damages for such breach. In the event SELLER breaches this Agreement, which breach is not cured within thirty (30) days of written notice by BUYER, BUYER may seek any remedy allowed in law or equity. 0. In the event of default by either of the parties in their performance of the terms and conditions of this Agreement, the prevailing party shall be entitled to all attorney fees and costs incurred by the prevailing party. URA REAL PROPERTY PURCHASE AND SALE AGREEMENT PAGE40F6 ---PAGE BREAK--- 495718 P. SELLER shall deliver the Premises at closing without restrictions, covenants or other encumbrances. Q. This Agreement constitutes the entire Agreement between the parties. R. 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. S. 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. T. Time is of the essence in the performance of this Agreement. U. SELLER represents and warrants it possesses legal authority to enter into this Agreement, is unaware of any pending or threatened litigation involving the Premises, and the current use of the Premises is in compliance with all applicable laws or government regulations. V. BUYER shall not be responsible for any real estate fee or commission. W. BUYER shall have reasonable access to the Premises to conduct any necessary tests or inspection. DATED this day 2005. BUYER: SELLER: Urban Renewal Agency Thompson Family Limited Partnership URA REAL PROPERT'{ AND SALE AGREEME!\'.T PAGE5 OF6 ---PAGE BREAK--- STATE OF IDAHO ) ) SS County of Latah ) 495718 On this day of k\ , 2005, before me, the undersigned, a Notary in and for said State, personally appY John Weber, known to me to be the person whose name is subscribed to the within statement and acknowledged to me that he executed the foregoing agreement as the duly authorized representative for the Urban Renewal Agency of the City of Moscow, Idaho. IN WITNESS WHEREOF; 'r:iie hereunto set my hand and affixed my official seal the day and year hereinabove writte.. . · · · . STATE OF IDAHO ) ) SS County of Latah ) / · Residing at My Commission On this5 day of , 2005, before me, the undersigned, a Notary in and for said State, personallyap peZ Ted Thompson, known to me to be the person whose name is subscribed to the within statement and acknowledged to me that he executed the foregoing agreement as the duly authorized representative for the Thompson Family Limited Partnership and that he has the express authority to bind the Thompson Family Limited Partnership to this Agreement. 495718 URA. REAL PROPERTY PURCHASE AND SALE AGREEMENT