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OPTION AGREEMENT TO PURCHASE REAL PROPERTY This. O.fp Agreemknt to Purchase Real Property (''Option Agreemenf'), is made this II day of a. evA./ ' 2009, between City of Moscow, Idaho (''GRANTEE''), and James Gale and Linda Canary Gale ("GRANTORS"), for the purposes of providing GRANTEE with property for use and development of a pedestrian and bicycle pathway as part of the Paradise Path Linear Park System of the City of Moscow, Idaho. W I T N E S S E T H : In consideration of the mutual covenants set forth herein, GRANTORS agree as follows: 1. CONSIDERATION AND PROPERTY In consideration of the sum of Five Hundred and No One/Hundredths Dollars ($500.00), paid by GRANTEE to GRANTORS, GRANTORS hereby grant unto GRANTEE an exclusive and irrevocable Option to purchase real property and any and all improvements thereon situated in Moscow, Latah County, Idaho ("PREMISES"), as shown in Attachment hereto as Parcel 1 and more particularly described as follows: A parcel of land located in Lot 23 of Section 16, Township 39 North, Range 5 West of the Boise Meridian, Latah County, Idaho described as follows: BEGINNING at the southwest comer of the Monte Vista Addition to the City of Moscow, said point also being on the south line of said Lot 23; Thence along said south line, N 89°46'50" W, 175.97 feet; Thence N 45°27'34" E, 252.93 feet, to the west line of said Monte Vista Addition; Thence along said west line, S 01°23 '07" W, 178.13 feet, to the POINT OF BEGINNING. Containing 15670 square feet, more or less. This exclusive and irrevocable Option shall be for a term beginning on the date of the execution of this Option Agreement and expiring at 11 :59 p.m. on May 31, 2010. 2. TERMS AND CONDITIONS This Option Agreement is subject to the following terms and conditions: A. The total purchase price for the PREMISES is Thirty One Thousand Three Hundred Forty and No/One Hundredths Dollars ($31 ,340.00), payable on or before the closing date herein. Said total purchase price shall be delivered to GRANTORS, less costs and fees, upon the proof of good and marketable title and delivery of the warranty deed on or before the closing date. The total amount of any Option money paid in consideration of this Option Agreement shall be applied to the total purchase price of the PREMISES. OPTION To PURCHASE· JAMES AND LINDA CANARY GALE PAGE I 0F4 Zoo'1. 12. ---PAGE BREAK--- B. 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 GRANTEE, other than as described above, and title shall not be subject to any such liens or encumbrances or defects. GRANTORS shall furnish preliminary title report upon written request. C. GRANTORS shall apply for a preliminary commitment for a standard form Purchaser's policy of title insurance. 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 D of this Option Agreement. If title cannot be made so insurable prior to the closing date called for herein, unless GRANTEE elects in writing to waive such defects or encumbrances, this Option Agreement shall be terminated. D. Environmental Matters. GRANTORS covenant 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 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 GRANTORS, the PREMISES is free of all such hazardous substances and materials. E. It is hereby agreed that the "closing agent" for this Option Agreement shall be Latah County Title Company. F. Closing Date. Closing shall occur within sixty (60) days after the removal of all contingencies, but in no case later than May 31, 2010. G. On or before the closing date, GRANTORS and GRANTEE shall deposit with the closing agent all funds and instruments necessary to complete the sale. H. GRANTORS shall deliver possession to GRANTEE at time of closing. Closing means the date on which all documents are recorded and the sale proceeds are available to GRANTORS. I. Closing costs and pro-ration. GRANTEE shall pay the total amount of the closing fees. GRANTORS shall pay title insurance. Taxes for the current year and insurance acceptable to GRANTEE shall be prorated as of closing, if applicable. J. Should the PREMISES or any improvement thereon be materially damaged prior to closing this sale, this Option Agreement is voidable at the option of GRANTEE. OPTION To PURCHASE- JAMES AND LINDA CANARY GALE PAGE20F4 ---PAGE BREAK--- K. In the event of default by either of the parties in their performance of the terms and conditions of this Option Agreement, the defaulting party agrees to pay all attorney fees and costs incurred by the non-defaulting party. L. GRANTORS shall deliver PREMISES at closing without restrictions, covenants or other encumbrances except as otherwise provided herein. M. This Option Agreement constitutes the entire Agreement between the parties. N. This Option 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. 0. The parties agree that should any provision of this Option Agreement be litigated in the future, venue for such litigation shall be with the Second Judicial District of the State of Idaho, in and for the County of Latah. P. Time is of the essence in the performance of this Option Agreement. DATED this day of .2009. GRANTORS: GRANTEE: City o.f Moscow, ldah OPTION To PURCHASE- JAMES AND LINDA CANARY GALE PAGE) 0r4 ---PAGE BREAK--- STATE OF IDAHO ) ) ss County of Latah ) On this jL_ day of , 2009, before me, the undersigned, personally appeared James Gale, Personal Representative, known to me to be the person whose name is subscribed to the within statement and acknowledged to me that he executed the foregoing Option Agreement as the duly authorizeR¿hMcve. 7. · "FA $4i : i : i \ "-no E o I Of STATE OF IDAHO ) ) ss County of Latah ) On this _jf_ day of , 2009, before me, the undersigned, personally appeared Linda Canary Gale, Personal Representative, known to me to be the person whose name is subscribed to the within statement and acknowledged to me that she executed the foregoing Option Agreement as the duly authorized Representative. OPTION To PURCHASE- JAMES AND LINDA CANARY GALE PAGE40F4