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Contract for the Sale of Real Property Between the State of Idaho, Department of Labor and the City of Moscow This Contract for the Sale of Real Property ("Contract") is made and entered into this u.Zhday of, \ijft , 1999, by and between the State of Idaho, Department of Labor ("Seller"), and the City of Moscow, a municipal corporation of the State ofldaho ("Buyer"), collectively referred to herein as the "Parties." PREAMBLE Whereas, Idaho Code § 58-332 provides that the State of Idaho may dispose of surplus real property by selling the same to any tax-supported agency or unit of the State of Idaho other than the State of Idaho or its agencies, by negotiated sale or exchange, for adequate and valuable consideration; and Whereas, the State ofldaho, Department of Labor has certain real property, more particularly described herein, that has been designated as surplus pursuant to the provisions of Idaho Code§ 58-331; and Whereas, the City of Moscow is a tax-supported unit of the State ofldaho; and Whereas, the City of Moscow has the need for additional office space to conduct its governmental operations, and the provision of such office space is an ordinary and necessary expense of city government; and Whereas, the City of Moscow is authorized, pursuant to Idaho Code § 50-301, to acquire real property; and Whereas, on July 28, 1999, a public hearing was held in Moscow pursuant to due notice, according to the provisions ofldaho Code§ 58-332, the purpose of which was to receive comments from members of the public concerning the proposed sale of that certain real property to the City of Moscow, and no members of the public expressed opposition to said sale; and Whereas, the State Board of Land Commissioners have given their approval pursuant to the provisions of Idaho Code § 58-332 for the sale of that certain real property by the State ofldaho to the City of Moscow; Now, therefore, in consideration of the sums to be paid by Buyer to Seller and the mutual covenants and agreements contained in this Contract, Seller hereby agrees to sel certain property, together with the building, improvements, and fixtures described in this agreement to Buyer, and Buyer agrees to purchase that property from Seller upon the terms and conditions stated in this Contract, as follows: CONTRACT FOR THE SALE OF REAL PROPERTY- PAGE 1 / ---PAGE BREAK--- 1. Real Property and Improvements. Seller is the owner in fee simple of that certain property know as 221 East Second St. in Moscow, Idaho, which is more particularly known as follows: Lots Seven and Eight in Block Nine of the original town of Moscow, County of Latah, State of Idaho, as shown by the recorded plat; also beginning at the Northwest comer of Lot Eight in Block Nine of the original town of Moscow, County of Latah, State of Idaho, as shown by the recorded plat thereof, and running thence South 80 feet along the east line of the alley in said Block Nine thence West 3 feet, 3 inches, thence North 80 feet, thence East 3 feet, three inches to the point of begiuning ("the property"). The property consists of a 0.24 of an acre, more or less, and is currently zoned as Central Building District (CB). The property is improved with a concrete block one-story office building with a full basement. The main floor and basement each contain approximately 2, 105 square feet. 2. Fixtures. All permanently installed fixtures that are attached to the property or for which special openings have been made are included in the sale, including but not limited to all electrical, light, plumbing and water heating fixtures and apparatus, built-in appliances, screens, awnings, shutters, all window coverings, attached floor coverings, ventilating, cooling and heating systems, mailbox, trees and shrubs. 3. Personal Property. Any personal property located on the premises that will be sold to Buyer shall be the subject of a separate agreement and will be sold for separate consideration. 4. Purchase Price and Payments. The total purchase price to be paid to Seller by Buyer for the real property, improvements, and fixtures described herein shall be two hundred and forty-six thousand dollars ($246,000.00). Buyer shall pay as earnest money the sum of twenty-four thousand, six hundred dollars ($24,600.00). At closing, Buyer shall pay to Seller the remaining balance due on the purchase price, the sum of two hundred and twenty-one thousand, four hundred dollars ($221,400.00). All payments shall be made by cashier's check. 5. Title and State of Idaho Deed. Seller warrants that Seller owns the property free and clear of all liens, judgments, adverse claims, easements or encumbrances except those appearing of record. At closing, Seller shall convey the property to Buyer by State of Idaho deed in customary form, conveying to Buyer marketable fee simple title to all of Seller's right, title, and interest in and to all of the subject real property, fixtures, and improvements, free and clear of all liens and encumbrances. The State ofldaho deed shall be recorded at Buyer's expense. CONTRACT FOR THE SALE OF REAL PROPERTY- PAGE 2 ---PAGE BREAK--- 6. Title and Title Insurance to be Acquired by Buyer. No less than 10 days prior to closing the transaction, Buyer may, at its sole expense, acquire a commitment for a title insurance policy showing the condition of the title to the subject property. Buyer shall have five working days from receipt of the commitment within which to object in writing to the condition of the title as set forth in the commitment. If Buyer does not so object, Buyer shall be deemed to have accepted the condition of the title. In the event title of the subject property is not marketable or cannot be made so prior to closing, this Contract shall be voidable at Buyer's option and if voided, the earnest money shall be returned to Buyer. 7. Condition of Property. Buyer agrees to inspect the property immediately prior to closing, and accepts the property "as is." Seller makes no warranties as to the condition of the real property, or any structmal, mechanical, plumbing, heating, cooling, electrical or ventilating systems, built-in appliances, roof, soils, or foundation, of the building improvement. 8. Property Insurance/Risk of Loss. Seller agrees to continue to insure the property against casualty and loss until the date of closing. After the closing date, Buyer shall bear the risk of loss to the property. In the event of damage to, or destruction of, all or any part of the property prior to the closing date, it is agreed as follows: Damage. If the amount of the casualty loss is not more than fifty thousand dollars ($50,000.00), as determined by the Idaho State Office of Insurance Management/Risk Management Services, this Contract will continue, all insurance proceeds collectible by reason of the damage will be payable to Seller, who shall diligently apply the same to the repair of any damage or loss suffered by the property, and the purchase price shall be paid without reduction. Destruction. If the amount of casualty loss is more than fifty thousand dollars ($50,000.00), as determined by the Idaho State Office of Insurance Management/Risk Management Services, each of the parties will have the option for 10 days after receipt of notice of destruction to cancel this Contract by service of written notice of cancellation upon the other party. Upon the exercise of this option, this Contract will thereupon become null and void and all sums paid, including the earnest money, will be returned to Buyer. If neither party affirmatively exercises this option to cancel this Contract, the option to cancel will lapse, Buyer will be entitled to receive all insurance proceeds collectible by reason of the destruction, and the purchase price will be paid without reduction. 9. Condition Precedent. Buyer agrees that the purchase of the property and the closing of this Contract is conditioned upon the ability of Seller to move its Moscow Job Service office (located at the premises) to a new office building CONTRACT FOR THE SALE OF REAL PROPERTY- PAGE 3 ---PAGE BREAK--- currently planned for another location. Seller will act diligently and in good faith to ensure that its new office building is ready for occupancy within six months from the date of the execution of this Contract, and will make every effort to ensure completion and occupancy of its new building prior to the expiration of the six month period. If, for any reason, Seller is unable to occupy its new office within the time period specified, this Contract may be canceled at the option of either party by serving written notice of cancellation to the other party within 30 (thirty) days following the expiration of the six month period. All future rights and liabilities of the parties hereto shall thereupon cease after such notice of cancellation. In the event of cancellation pursuant to this provision, Buyer shall have the right to recover all sums previously paid to Seller pursuant to this Contract. 10. Closing. This sale transaction will close no later than fifteen (15) days following the date that Seller vacates the property and moves the Moscow Job Service office to its new location as described above in paragraph 9. The closing will take place at Latah Title Company at its Moscow Office, with the exact time and date for closing to be designated by Seller with the approval of Buyer. Each party shall pay one-half of the closing agent's fee. Possession of the property will be delivered to Buyer no later than the close of business on the closing date. Seller shall, when possession of the property is surrendered to Buyer, provide all keys to all property locks, and alarms if any. 1 L Utilities. All utility charges, including but not limited to electricity, water and gas, if any, will be prorated as of the closing date. 12. Remedies upon Default. In the event that Seller fails to perform its obligations hereunder for any reason, except as otherwise provided for herein or excused by Buyer's default, Buyer shall have the right to recover from Seller all sums previously paid by Buyer pursuant to this Contract, including the earnest money. In the event that Buyer fails to perform its obligations hereunder for any reason, except as excused by Seller's default, Seller shall be entitled to retain the twenty four thousand, six hundred dollars ($24,600.00) earnest money paid pursuant to this agreement as liquidated damages. Upon termination or cancellation of this Contract, the parties will be discharged from any further obligations and liabilities under this Contract In any action or proceeding arising out of this Contract, the prevailing party shall be entitled to reasonable attorney's fees and costs and expenses of such action or proceedings. 13. Binding Effect. This Contract shall inure to the benefit of and bind the parties, and their permitted successors. CONTRACT FOR THE SALE OF REAL PROPERTY- PAGE 4 ---PAGE BREAK--- 14. Time. Time is of the essence in this Contract. 15. Notice. Any notice given in connection with this Contract shall be in writing and shall be delivered by hand to the other parties, served by certified mail, return receipt requested, postage prepaid, at the addresses listed below, or served by facsimile transmission to the other parties at the facsimile numbers listed below. All parties hereto must be notified of any changes to any part of the following information. Idaho Department of Labor Attn: Facilities Manager 317 W. Main Street Boise, Idaho 83 73 5 Facsimile: (208) 334-6300 City of Moscow Attn: City Attorney P.O. Box 9203 Moscow, Idaho 83843 Facsimile: (208) 883-7018 Idaho Dept. of Lands Attn: Bureau of Real Estate P.O. Box 83720 Boise, Idaho 83720 Facsimile: (208) 334-3698 16. Other Agreements. The Idaho Department of Lands will prepare and issue a State of Idaho Land Sale Certificate within thirty (30) days of the public hearing held pursuant to Idaho Code§ 58-332. This Contract for the Sale of Real Property and the State of Idaho Land Sale Certificate constitute the entire agreement between Seller and Buyer and, with the exception of a possible agreement for the sale of personal property pursuant to paragraph 3 of this Contract, there are no other agreements, understandings, warranties, or representations. 17. Modification. This Contract may not be amended, modified, altered or changed in any respect whatsoever except by a further agreement in writing executed by Buyer and Seller. 18. Assignment. No party may assign its interest in this Contract without the prior written consent of the others. 19. No Personal Liability. Buyer specifically understands and agrees that in no event shall any official, officer, employee or agent of the State be personally liable or responsible for any representation, statement, covenant, warranty or obligation contained in, or made in connection with, this Contract, whether express or implied. CONTRACT FOR THE SALE OF REAL PROPERTY PAGE 5 ---PAGE BREAK--- 20. No Waiver. The waiver of any breach or default of this Contract shall not be construed as or deemed to be a waiver of any subsequent breach or default. 21. Force Majeure. None of the parties shall be liable for or deemed to be in default for any delay or failure to perform under this Contract if such delay or failure to perform results from an act of God, civil or military authority, act of war, riot, insurrection or other occurrence beyond that party's controL In such case, the intervening cause must not be caused by the party asserting it and the excused party is obligated to perform in accordance with the terms of this Contract after the intervening cause ceases. 22. Severability. If any part of this Contract is declared void or becomes inoperative for any reason, such invalidity or failures shall not affect the validity and enforceability of any other provision. 23. Execution in Counterparts. This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. 24. Sufficient Appropriation. It is understood and agreed that the Department of Lands and the Department of Labor are governmental agencies and this Contract shall in no way be construed so as to bind or obligate the State of Idaho beyond the term of any particular appropriation of funds by the State Legislature as may exist from time to time. These parties reserve the right to terminate this Contract if, in its sole judgment, the legislature of the State of Idaho fails, neglects or refuses to appropriate sufficient funds as may be required for either of the parties to fulfill its obligations under this Contract. Any such termination shall take effect on ten ( 1 0) days' prior notice and be otherwise effective as provided in this Contract IN WITNESS WHEREOF, the parties hereto have executed this Contract on the above date. SELLER: State of Idaho Department of Labor M /111 j / R er B. Madsen, Director I aho Department of Labor CONTRACT FOR THE SALE OF REAL PROPERTY- PAGE 6 ---PAGE BREAK--- On this day of 1999 before me personally appeared Roger B. Madsen, known to me to be the person whose name is subscribed to the above Residing at: Boise, Idaho My Commission Expires5/J. On this o(o !+-day of.Sop t"t999 before me personally appeared Stanley F. ' Hamilton, known to me to be the person whose name is subscribed to the above instrument, and ac BUYER: City of Moscow by: e that he executed the above instrument. MrA'R'Y i>uiHo Residing at: Boise, Idaho My Commission Expires: o CONTRACT FOR THE SALE OF REAL PROPERTY- PAGE 7 ---PAGE BREAK--- On this u: day of Ave,,, 1999 before me personally appeared Marshall H. f) Comstock, known to me to be the person whose name is subscribed to the above instrument, and acknowledged to me that he executed the above instrument. Residing at: My Commission Expires: CONTRACT FOR THE SALE OF REAL PROPERTY- PAGE 8