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ESCROW AGREEMENT This Escrow Agreement is made and entered into this Jdday of , 1993, by and between the City of Moscow2 Idaho, (the "City"), an Idaho Municipal Corporation, and The Regents of the University of Idaho (the "U of a state educational institution and a body politic and corporate organized and existing under the Constitution and laws of the State of Idaho. W I T N E S S E T H: WHEREAS, the U of I desires to convey to City a parcel of land located in Latah County for roadway purposes, as more fully described in Exhibit A (the "Property") which is attached hereto and made a part hereof; and WHEREAS, the desire of the U of I to convey the Property to the City, is contingent upon the City or its assigns, commencing construction, as hereinafter defined, on the City of Moscow Federal Aid Project: A Street, Farm Road to Line Street Construction (the "Project") on or before July 1, 1995; and WHEREAS, the U of I has agreed to place in escrow with the Latah County Title Company (the "Title Company") at the time of execution of this Escrow Agreement, for the benefit of the City, according to the terms of this Escrow Agreement, a quitclaim deed in the form attached hereto and made a part hereof as Exhibit B (the "Quitclaim Deed"), conveying all of the right, title and interest of the U of I in the Property to the City. ESCROW AGREEMENT - Page 1 870140122\Roadway .Agm March 29, 1993 ---PAGE BREAK--- NOW, THEREFORE, for and in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows: 1. Contemporaneously with the execution of this Escrow Agreement, the U of I shall deliver the Quitclaim Deed to the Title Company for the benefit of the City. 2. The parties agree that the Title Company may release and deliver the Quitclaim Deed to the City upon presentation by the City to the Title Company on or before July 1, 1995, of a letter from either the City Attorney or City Engineer, certifying that construction has commenced on the Project and the City believes that the Project will be completed (the "Certification"). 3. The parties agree that in the event the City fails to deliver the Certification on or before July 1, 1995, the Title Company shall, on July 2, 1995, deliver the Quitclaim Deed to the U of I. 4. This Escrow Agreement shall terminate upon the delivery of the Quitclaim Deed to either the U of I pursuant to Paragraph 3 of this Escrow Agreement or to the City as provided in Paragraph 2 of this Escrow Agreement, and neither party shall have any further obligation to the other concerning this Property. 5. One-half of the escrow fee charged by the Title Company shall be paid by the City and one-half shall be paid by the U of I. 6. The parties agree that if a party is in default under this Escrow Agreement, then such party shall pay to the other party reasonable attorney fees and other costs and expenses incurred by the other party after default and referral to an attorney, reasonable attorney fees and other costs and expenses incurred by the other ESCROW AGREEMENT - Page 2 870140122\Roadway .Agm March 29, 1993 ---PAGE BREAK--- party in any settlement negotiations, and reasonable attorney fees and other costs and expenses incurred by the other party in preparing for and prosecuting any suit or action ("Collection Costs"). Collection Costs shall be immediately due and payable. 7. This Escrow Agreement shall be construed and interpreted in accordance with the laws of the State of Idaho. The parties agree that the courts of Idaho shall have exclusive jurisdiction and agree that Latah County is the proper venue. 8. Time is of the essence with respect to the obligations to be performed under this Escrow Agreement. 9. This Escrow Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, ass1gns, heirs, and personal representatives. 10. All exhibits to this Escrow Agreement constitute a part of this Escrow Agreement. This Escrow Agreement, together with the accompanying exhibits, constitute the entire agreement among the parties and supersedes all prior memoranda, correspondence, conversations and negotiations. 11. The invalidity of·any portion of this Escrow Agreement, as determined by a court of competent jurisdiction, shall not affect the validity of any other portion of this Escrow Agreement. 12. Any notice under this Escrow Agreement shall be in writing and delivered in person or by public or private courier service (including U.S. Postal Service Express Mail), registered or certified mail or by facsimile. Any notice given by ESCROW AGREEMENT - Page 3 870140\22\Roadway .Agm March 29, 1993 ---PAGE BREAK--- registered or certified mail shall be sent with return receipt requested. All notices shall be addressed to the parties at the following addresses or at such other addresses as the parties may from time to time direct in writing: City: U of I: Gary Riedner City Attorney City of Moscow Moscow, Idaho 83843 (208) 882-5553 FAX: (208) 882-4020 Regents of the University of Idaho Attn: Grant B. Morton Administration Annex University of Idaho Moscow, Idaho 83843 (208) 885-6174 FAX: (208) 885-9490 WITH A COPY TO: L. W. Grant, III Davis Wright Tremaine 702 West Idaho St., Suite 702 Boise, Idaho 83702 (208) 338-8200 FAX: (208) 338-8299 Any notice shall be deemed to have been given on actual delivery or refusal, the day of mailing, if delivery is by regular, registered or certified mail, or the day facsimile delivery is verified. Actual notice, however and from whomever received, shall always be effective. ESCROW AGREEMENT - Page 4 870140\22\Roadway .Agm March 29, 1993 ---PAGE BREAK--- DATED this day of April , 1993. CITY OF MOSCOW By C Mayor THE REGENTS OF THE UNIVERSITY OF IDAHO ESCROW AGREEMENT - Page 5 870140\22\Roadway .Agm March 29, 1993 ---PAGE BREAK--- EXHIBIT A A tract of land located in ȗhe northeast guarter of the southeast quarter (N£1/4,5£1/4) of Section Twelve (12), Township Thirty Nine (39) Korth, Range six West, Boise Meridian, Latah County, Idaho, more particularly described as follows: Beginning at a point on the east line of said northeast quarter of the southeast quarter, said point bei ng NOl00l' 2211E, 2291.59 feet from the southea st corner of said Section Twelve (12); thence westerly 188.93 feet, along a curve to the right, said curve having a radius of 635.00 feet, a central angle of 17°0215011, and a chord bearing N63°39'5211W 188.23 feetj thence westerly 72.32 feet, along a curve to -the left, said curve having a radius of 50.00 feet , a central angle of 82°52'19", and a chord bearing S83°25,2311W 66.18 feet; thence S41"5911411W 139.15 feetj thence southerly 241.40 feet, along a curve to the left, said curve hving a r adius of 375.00 feet, a central angle of 36Q5310011, and a chord bearing S23°32144rrw 237.25 feet , to a point on the north line of the Palouse Empire Mall tract, as shown in Lease recorded under Recorder's Fee No. 272175; thence S89°3715911W 70.27 feet, along said north linei thence northerly 293.16 teet, along a curve to the right, said curve having a radius of 445.00 feet, a central angle of 37°44'45111 and a chord bearing N23°0615l11E 287.89 feet; thence N4l05911411E 157.04 feeti thence northerly 44.19 feet, along U,curve to the left, said curve having a radius of 30.00 feet, a central angle of 84923127", and a chord bearing N00°12'29"W 40.30 feet; thence westely 43.67 feet, along a curve to the right , sala curve having a radius of 635.00 feet, a central angle of 3956'2411, and a chord bearing N40°2610l''W 43.66 feetj thence N51°321ll"E 70.00 feet; · thence easterly 25.35 feet, al ong a curve to the left, said cUrve having a radius of 565.00 feet, a central angle of 2°3411.5", aJ?d a chord bc=aring S39°44'56"E 25.35; thence easterly 50.78 feet, along a curve to the left, said curve having a radiu s of 30.00 feet, a central angle of 96°58'4211, and a chord bearing S89°3112511E 44.93 feeti thence N41°59114"E 31.04 feet; thence S48°001611.E 70.00 feet; thence S41°59114"W 31.04 feet; thence southerly 50.78 feet, along a curve to the left, said curve having a radius of 30.00 feet, a central angle of 96°5814211, and a chord bearing S06°30'07"E 44.93 feet ; thence easterly 148.33 feet, along a curve to the left, said curve having a radius of 565.00 feet, a central angle of 15°02'3211, and a chord bearing S62°30'44"E 147.91 feet, to the point of intersection with said east line of the northeast quarter of the southeast quarter; thence S01'01122'W 73.53 feet, along said east line, to the poi{t of beginning. Said tracȘ contains 1.40 acres, more or less_ ---PAGE BREAK--- EXHIBIT B QUITCLAIM DEED FOR VALUE RECEIVED the Regents of the University of Idaho, a state educational institution and a body politic and corporate organized and existing under the Constitution and laws of the State of Idaho, whose address is the University of Idaho, Moscow, Idaho, 83843, does hereby convey, release and forever quitclaim unto the City of Moscow, Idaho, an Idaho municipal corporation, whose address is P. 0. Box 9203, Moscow, Idaho, 83843, the real property described in Exhibit A which is attached hereto and made a part hereof. DATED: STATE OF IDAHO COUNTY OF ) ) ss. ) THE REGENTS OF THE UNNERSITY OF IDAHO Jerry N. Wallace, Financial Vice President On this _ day of , 1993, before me, a Notary Public in and for the State of Idaho, personally appeared JERRY N. WALLACE known or identified to me to be the Financial Vice President of the state educational institution and body politic and corporate that executed the instrument or the person who executed the instrument on behalf of said state educational institution and body politic and corporate, and acknowledged to me that such state educational institution and body politic and corporate executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. ESCROW AGREEMENT - Page 6 870I.w\22\Ro.dwtl'f .A em Man:h 29, 1993 NOTARY PUBLIC in and for the State of Idaho, residing at My commission expires _ ---PAGE BREAK--- DHI6IT A A tract of land located in the northeast quarter of the southeast quarter (NE1/4,SE1/4) of Section '!l.•elve (12), Township Thirty Nine (39) North, Range Six West, Boise Xeridian, Latah county, Idaho, more particularly described as follows: Beginning at a point on the east line of said northeast quarter of the southeast quarter, said point being N01°01'22"E, 2291.59 feet froà the southeast corner of said Section Twelve (12)i thence .esterly 188.93 feet, along a curve to the right, said curve having a radius of 635.00 feet, a central angle of 17°02f50", and a chord bearing N63°39'5211W 188.23 feetj thence westerly 72.32 feet, along a curve to the left, said curve having a radius of so.oo feet, a central angle of 82°52'19", and a chord bearing S83°25,2311W 66.18 feet; thence S4l05911411W 139.15 feetj thence southerly 241.40 feet, along a curve to the left, said curve hving a radius of 3 75.00 feet, a central angle of 3653100111 and a chord bearing S23°3214411W 237.25 feet, to a point on the north line of the Palouse Empire Mall tract, as shown in Lease recorded under Recorder's Fee No. 272175; thence SB9°3715911W 70.27 feet, along said north linej thence northerly 293.16 feet, along a curve to the right, said curve h&ving a radius of 445.00 feet, a central angle of 37°44145", and a chord bearing N23°06'5l11E 287.69 feeti thence N41°5911411E 157.04 feetj thence northerly 44.19 feet, along .curve to the left , said curve havinȖ a radius of 30.00 f eet , a central angle of 84°2312711, and a chord bearing N00°l212911W 40.30 feeti thence westely 43.67 feet, along a curve to the right, said curve having a radius of 635.00 feet, a central angle of 3°5612411, and a chord bearing N40°2610111W 43.66 feetj thence N51°32'1111E 70.00 feet; · thence ea sterly 25.35 feet, along a curve to the left, said curve having a radius of 565.00 feet, a central angle of 2°34'15111 al}d a chord bearing S39°44'5611E 25.35; thence easterly 50.78 feet, along a curve to the left, said curve having a radius of 30.00 feet, a central angle of 96°58'421 , and a chord bearing S89°31125"E 44.93 feeti thence N4l05911411E 31.04 feet; thence S48°00146".E 70.00 feet; thence S41°5911411W 31.04 feet; thence southerly 50.78 feet, along a curve to the left, said curve having a radius of 30 . 00 feet, a central angle of 96°5814211, and a chord bearing S06°30'07"E 44.93 feet; thence easterly 148.33 feet, a long a curve to the left, said curve having a radius of 565.00 feet, a central angle of 15°02'3211, and a chord bearing S62°30144"E 147.91 feet, t:o the point of intersection with said east line of the northeast quarter of the southeast quarter; thence SOlc01'22'W 73.53 feet , along said east line, to the poir.t of beginning. Said tract contains 1.ș0 acres, \ore or less.