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AGREEMENT TO PURCHASEREAL PROPERTY BETWEEN CITY OF MOSCOW, IDAHO AND THOMPSON DEVELOPMENT, L.L.C. THIS AGREEMENT TO PURCHASE REAL PROPERTY BETWEEN CITY OF MOSCOW, IDAHO AND THOMPSON DEVELOPMENT, L.L.C. (hereinafter "Agreement") is entered into this ...23 day of , 2014 by and between City of Moscow, Idaho, a municipal corporation of the State\lf Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "GRANTEE"), and Thompson Development, L.L.C., an Idaho limited liability Company, Moscow, Idaho, 83843 (hereinafter "GRANTOR"). W I T 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 forty-seven thousand five hundred dollars 7 ,500) paid by GRANTEE to GRANTOR, receipt of which is hereby acknowledged by GRANTOR, GRANTOR hereby sells to GRANTEE, subject to conditions below, and GRANTEE purchases real property, subject to conditions below (hereinafter "Subject Property"), situated in the County of Latah, State of Idaho, and legally described as follows: A tract of land located in the Southwest quarter of Section 17, T. 39 R. 5 B.M., in the City of Moscow, Latah County, Idaho, as described as follows: Lot 2 of Block 6 of the Indian Hills 6th Addition as per the recorded plat thereof. Containing 7,083 square feet, more or less. 2. TERMS AND CONDITIONS: This Agreement is subject to the following terms and conditions: That the purchase of the Subject Property described hereinabove is contingent on the following conditions being met on or before the closing date: A. That the Moscow City Council formally accept and approve a formal Agreement To Purchase Real Property in a public meeting; B. Closing shall be concluded no later than the 15th day of August, 2014. AGREEMENT TO PURCHASE REAL PROPERTY THOMPSON; CITY PAGE 1 OF4 ---PAGE BREAK--- C. GRANTOR shall have full use of the Subject Property until all of the terms and conditions contained within this Agreement have been fully exercised by GRANTEE, and thereafter as set forth in Paragraph 4(E) below; and D. GRANTOR shall pay all taxes due on the Subject Property until the closing date of this transaction. 3. PURCHASE PRICE: The total purchase price of the Subject Property shall be the sum of forty-seven thousand five hundred dollars ($47,500). 4. OTHER CONDITIONS OF SALE: A. Title to the Subject 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 Subject 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. hereof. If title cannot be made so insurable prior to the closing date, this Agreement is voidable at the option of GRANTEE. C. It is hereby agreed that the "closing agent" for the purchase of the Subject 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 have the right to continue to farm the Property and shall retain all proceeds from farming the Property until such a time as the Property is developed as part of the adjacent Parkland or the Grantor elects to discontinue farming the Property. This provision shall survive Closing. F. GRANTOR shall be responsible for all public improvements as required under Moscow City Code including frontage improvements to Subject Property. AGREEMENT TO PURCHASE REAL PROPERTY THOMPSON; CITY PAGE 2 OF 4 ---PAGE BREAK--- G. GRANTEE shall pay for the escrow fees charged by the Title Company and any special assessments at closing. Water and sewer shall be prorated, if any. Property taxes and utility charges will be prorated to the date of Closing. Each party will pay their own legal fees. Additional GRANTEE closing costs shall be: 1. Owner's Title Insurance Policy. IL Recording of General Warranty Deed. H. GRANTOR shall remain responsible for any outstanding Special Assessments encumbering the Subject Property. 5. OTHER PROVISIONS: A. GRANTEE shall have the right to enter the Subject Property for inspection, investigation, surveying, and other testing of the Subject Property at reasonable times during the life of this Agreement. B. GRANTEE shall be responsible for any necessary governmental approvals and for any costs associated with such approvals. C. Should the Subject Property or any improvement thereon be materially damaged by GRANTOR prior to closing this sale, this Agreement is voidable at the option of GRANTEE. D. 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 éxcept as otherwise provided in this Agreement. E. 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. F. Time is of the essence in the performance of this Agreement. G. 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. H. This Agreement constitutes the entire Agreement between the parties regarding the Subject Property. AGREEMENT TO PURCHASE REAL PROPERTY THOMPSON; CITY PAGE30F4 ---PAGE BREAK--- IN WITNESS WHEREOF, GRANTOR and GRANTEE have executed this Agreement the day and year first set forth above. GRANTOR: Thompson Development, L.L.C. STA TE OF IDAHO ) ) SS County of Latah ) GRANTEE: City of Moscow, Idaho rUwf-- ACKNOWLEDGMENT On this oi3 day of , 2014 before me a Notary Public in and for said tat appeared Garrett A. TGomp on known to me to be the per 011 named abov and acknowledged that he executed the foregoing document as the duly authorized agent of the Property Owner, and has full legal authority to enter into this Agreement to bind the Property, and does so at his own free will. AGREEMENT TO PURCHASE REAL PROPERTY THOMPSON; CITY • 1 Public in and for the State of Idaho Residing at: Mas OJ'V..J My Commission Expires: L/ - PAGE40F4