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AGREEMENT TO PURCHASE REAL PROPERTY BETWEEN CITY OF MOSCOW, IDAHO AND B & G VENTURES, L.L.C. THIS AGREEMENT TO PURCHASE REAL PROPERTY BETWEEN CITY OF MOSCOW, IDAHO AND B & A G VENTURES, L.L.C. (hereinafter "Agreement") is entered into this lea day of pfl. l , 2012 by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "GRANTEE"), and B & G Ventures, a Limited Liability Company of the State ofldaho, 315 S. Almon Street, 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 Twenty Eight Thousand One Hundred and Fifty Two Dollars ($28, 152.00) paid by GRANTEE to GRANTOR, receipt of which is hereby acknowledged by GRANTOR, GRANTOR hereby grants unto GRANTEE the right to purchase real property (hereinafter referred to as "the Property") situated in the County of Latah, State of Idaho, as shown in Exhibit A attached hereto and incorporated the same as if fully copied herein, and more particularly described as follows: That portion of those parcels of land described in the Quitclaim Deed dated August 5th, 2008 and recorded as Instrument No. 524136, records of said Latah County and the Warranty Deed dated April 20th, 2006 and recorded as Instrument No. 504340, records of said Latah County, situated in the northeast quarter of Section 18, Township 39 North, Range 5 West, Boise Meridian, Latah County, Idaho, shown on the attached Exhibit and being more particularly described as follows: Commencing at the northeast comer of said Section 18, thence along the east line of said Section 18, S00°54'38"W, 1490.97 feet; thence N36'38'03"W 58.51 feet to the southeast comer of the B & G Ventures, L.L.C. tract as shown on Record of Survey No.506751, records of said Latah County; thence continuing N36°38'03"W 721.65 feet along the northeasterly boundary of said tract to the southerly right-of-way line of College Street and the TRUE POINT OF BEGINNING; thence S53°27'42"W 215.84 feet along said right of-way line to the northwest comer of said tract; thence S36°38'03"E 7.20 feet along the southeasterly boundary of said tract; thence 90.65 feet along a AGREEMENT TO PURCHASE REAL PROPERTY 8 & G VEl\ lURES, L.L.C. PAGE I OF5 ---PAGE BREAK--- curve to the left, said curve having a radius of 241.7 6 feet, a central angle of 21°29'03", and a chord bearing N64°12'15"E 90.12 feet; thence N53°27'42"E 127.32 feet, parallel with and 24 feet distant of, when measured perpendicularly, said southerly right-of-way line of College Street; thence N36°38'03"W 24.00 feet along the northeasterly boundary of said tract to the TRUE POINT OF BEGINNING. Said portion contains 4692 square feet, more or less. 2. TERMS AND CONDITIONS: This Agreement is subject to the following terms and conditions: That the purchase of the Property described hereinabove are contingent on the following conditions being met on or before the closing date: A. Acceptance of GRANTEE's offer to purchase the Property be valid for a period of not less than ninety (90) days from the date of execution of this Agreement to complete and prepare the purchase documents; B. GRANTOR shall have full use of the Property until all of the terms and conditions contained within this Agreement have been fully exercised by GRANTEE; and C. GRANTOR shall pay all taxes due until the closing date of this transaction. 3. PURCHASE PRICE: The total purchase price of the Property shall be the sum of Twenty Eight Thousand One Hundred and Fifty Two Dollars ($28, 152.00). 4. OTHER CONDITIONS OF SALE: A. Title to the 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 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. herein. If title cannot be made so insurable prior to the closing date, this Agreement is voidable at the option of GRANTEE. AGREEMENT TO PURCHASE REAL PROPERTY B & G VENTURES, L.L.C. PAGE 2 OF5 ---PAGE BREAK--- C. It is hereby agreed that the "closing agent" for the purchase of the 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 deliver possession to GRANTEE at time of closing without restrictions, covenants, or other encumbrances. Closing means the date on which all documents are recorded and the sale proceeds are available to GRANTOR. F. GRANTOR and GRANTEE shall each be responsible for their own closing costs, respective! y. 5. OTHER PROVISIONS: A. GRANTEE shall have the right to enter the Property for inspection, investigation, surveying, and other testing of the Property at reasonable times during the life of this Agreement. B. Should the Property or any improvement thereon be materially damaged by GRANTOR prior to closing this sale, this Agreement is voidable at the option of GRANTEE. C. 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 except as otherwise provided in this Agreement. D. 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. E. Time is of the essence in the performance of this Agreement. F. 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. G. This Agreement constitutes the entire Agreement between the parties regarding the Property. AGREEMENT TO PURCHASE REAL PROPERTY B & G VENTURES, L.L.C. PAGE30F5 ---PAGE BREAK--- IN WITNESS WHEREOF, GRANTOR and GRANTEE have executed this Agreement the day and year first set forth above. GRANTOR: B & G Ventures, L.L.C. STATE OF IDAHO ) ) ss County of LATAH ) GRANTEE: City of Moscow, Idaho ACKNOWLEDGMENT On this of 1f n·J , 2012, before me, a Notary Public in and for said State, appeared Larry D. Germe , known to me to be the person named above and acknowledged to me that he executed the foregoing document as Manager, and as the duly authorized representative of B & G Ventures, L.L.C. AGREEMENT TO PURCHASE REAL PROPERTY B & G VENTURES, L.L.C. Notary Public in and for the tate ofldaho Residing at: ft()t 1:D My Commission E pires: I I PAGE4 OF 5 ---PAGE BREAK--- Curve Data R= 241.76' L=90.65' Delta=21 '29'03" Chord=90.12' Chord Brg.=N64'12'15"E \h ( NOT TO SCALE EXHIBIT WARRANTY DEED EXHIBIT FROM B & G VENTURES, L.L.C. APRIL 2012 AGREEMENT TO PURCHASE REAL PROPERTY 8 &G VENTURES, L.L.C. NE Comer Section 18, T.3 R.SW., B.M. I \ + j If) i 1"1 i [ PAGE50F5