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HomeMy WebLinkAboutFinal Idaho-Land-Contract School District and Madison County and City of Rexburg to be signed October 2025 Buyer’s Initials _______ Seller’s Initials _______ Page 1 of 12 IDAHO LAND PURCHASE AND SALE CONTRACT I. The Parties. This Land Purchase and Sale Contract (“Agreement”) made on October _____, 2025 (“Effective Date”) is between: Buyer: Madison County and City of Rexburg, acting jointly (“Buyer”) with a mailing address of PO Box 280, City of Rexburg, State of Idaho who agrees to buy, AND Seller: Madison School District 321 (“Seller”) with a mailing address of 60 W. Main Street, City of Rexburg, State of Idaho, who agrees to sell and convey the real property described in Section II. Buyer and Seller shall be collectively known as the “Parties.” II. Legal Description. The real property is described as land and structures with a total gross area of 1.54 ☐ Square Feet (SF) ☒ Acres (AC). The real property is further described as: Part of Lots 2,3, & 4, Block 32 of the Original Rexburg Townsite, City of Rexburg, Madison County, Idaho, situated in Section 19, Township 6 North, Range 40 East, B.M. described as: Parcel 1 Commencing at the Northwest corner of Lot 2, and running thence N89°44’59”E 329.98 feet along the North line of said Lot 2, to the Northeast corner of said Lot 2; thence S00°15’03”E 203 feet along the East Line of Lot 2; thence S89°44’59”W 329.98 feet to the West line of Said Lot 2; thence N00°15’04”W 203 feet along the West line of said Lot 2, to the point of beginning. Parcel contains approximately 1.54 Acres (subject to final survey) (legal description subject to change with final survey prior to closing). Street Address: 60 W. Main Street, Rexburg, Idaho, 83440 Tax Parcel Information (i.e., “Parcel ID” or “Tax Map & Lot”): Portion of RPRRXB10320131 Other Description: See Exhibit A III. Earnest Money. Within five (5) business days of the execution of this Agreement by all Parties, the Buyer shall deposit an amount of One Hundred Thousand Dollars ($100,000) (“Earnest Money” or “Deposit”) with Alliance Title, in Rexburg, Idaho, 130 East Main St. (the “Escrow Holder”). Earnest Money deposit shall be made in the form of cash, or other immediately available funds. Such deposited amount and any interest that may accrue shall be fully applied to the Purchase Price at Closing. Buyer will pay the remainder of the Buyer’s Initials _______ Seller’s Initials _______ Page 2 of 12 Purchase Price in additional cash, or other immediately available funds, subject to applicable deposits, prorations, credits, or other adjustments required by this Agreement, at Closing. IV. Purchase Price and Terms. The Buyer will pay to Seller One Million Three Hundred Thousand Dollars ($1,300,000) (the “Purchase Price”). Buyer will pay the remainder of the Purchase Price in additional cash, or other immediately available funds, subject to applicable deposits, prorations, credits, or other adjustments required by this Agreement, at Closing. a.) Special Conditions for the Sale of This Land. Madison County and City of Rexburg will have access to this land after the closing date and will be responsible for the maintenance of this land. Madison County and City of Rexburg will execute a separate legal binding document as to the maintenance and division of this land prior to the closing date. V. Purchase of Another Property. Buyer’s performance under this Agreement: (check one) ☐ - Shall not be contingent upon purchasing another property. ☒ - Shall be contingent upon Rexburg Urban Renewal purchasing another adjacent property of approximately 4.18 acres located directly to the south of subject property in City of Rexburg, State of Idaho with a legal description of Part of Lots 2,3, & 4, Block 32 of the Original Rexburg Townsite, City of Rexburg, Madison County, Idaho, situated in Section 19, Township 6 North, Range 40 East, B.M. described as: Parcel 2 Commencing at the Northwest corner of Lot 2, and running thence S00°15’04”E 203 feet along the West line of said Lot 2, to the point of beginning; thence N89°44’59”E 329.98 feet to the East line of Lot 2; thence S00°15’03”E 127 feet to the Southeast corner of Lot 2; thence S89°44’59”W 329.98 feet to the West line of Said Lot 2; thence N00°15’04”W 127 feet along the West line of said Lot 2, to the point of beginning. Parcel contains approximately .96 Acres (subject to final survey) Parcel 3 Commencing at the Northwest corner of Lot 3, and running thence S00°15’04”E 198.75 feet along the West line of said Lot 3: thence N89°44’56”E 143.98 feet; thence S00°15’04”E 131.25 feet to the South line of Block 32; thence N89°44’56”E 339.44 feet along the South line of Block 32; thence N00°13’35”E 330 feet to the North Line of Lot 4; thence S89°44’58”W 156.19 feet to the Northwest corner of Lot 4; thence S89°44’59”W 329.98 feet to the point of beginning. Parcel contains approximately 3.22 Acres (subject to final survey) It is anticipated that the closing of the Parcel 2 and 3 property noted above will occur within 10 days from the closing of the subject property pertaining to this agreement. Buyer’s Initials _______ Seller’s Initials _______ Page 3 of 12 a) It is an express condition precedent to the enforceability of this Agreement that the sale and closing of Urban Renewals purchase of the above-mentioned property must be completed prior to the effectiveness of any obligations under this Agreement. Until such condition precedent is satisfied, neither party shall have any binding obligations hereunder, and failure to satisfy this condition precedent shall render this Agreement null and void with no liability to either party." VI. Closing Costs. The costs attributed to the Closing of the Property shall be the responsibility of ☐ Buyer ☐ Seller ☒ Both Parties. The fees and costs related to the Closing shall include but not be limited to a title search (including the abstract and any owner’s title policy), preparation of the deed, transfer taxes, recording fees, and any other costs by the title company that is in standard procedure with conducting the sale of a property. VII. Funds at Closing. Buyer and Seller agree that before the recording can take place, funds provided shall be in one (1) of the following forms: cash, interbank electronic transfer, money order, certified check or cashier’s check drawn on a financial institution located in the State, or any above combination that permits the Seller to convert the deposit to cash no later than the next business day. VIII. Closing. This transaction shall be closed on or before April 30, 2026 at 5:00 ☐ AM ☒ PM or earlier at the office of a title company to be agreed upon by the Parties (“Closing”). Any extension of the Closing must be agreed upon, in writing, by Buyer and Seller. Real estate taxes, rents, dues, fees, and expenses relating to the Property for the year in which the sale is closed shall be prorated as of the Closing. Taxes due for prior years shall be paid by Seller. IX. Survey. Buyer shall obtain a survey of the Property before the Closing to assure that there are no defects, encroachments, overlaps, boundary line or acreage disputes, or other such matters, that would be disclosed by a survey ("Survey Problems"). The cost of the survey shall be paid by the Buyer. Not later than 90 business days prior to the Closing, Buyer shall notify Seller of any Survey Problems which shall be deemed to be a defect in the title to the Property. Seller shall be required to remedy such defects within 30 business days and prior to the Closing. If Seller does not or cannot remedy any such defect(s), Buyer shall have the option of canceling this Agreement, in which case the Earnest Money shall be returned to Buyer. X. Mineral Rights. It is agreed and understood that all rights under the soil, including but not limited to water, gas, oil, and mineral rights shall be transferred by the Seller to the Buyer at Closing. XI. Title Matters: At Closing, Seller shall deliver a statutory warranty deed purporting to convey and conveying good and marketable fee simple title to the Property to Purchaser, subject only to Permitted Exceptions. The Property may be subject to restrictions Buyer’s Initials _______ Seller’s Initials _______ Page 4 of 12 contained on the plat, deed, covenants, conditions, and restrictions, or other documents noted in a Title Search Report. Upon execution of this Agreement by the Parties, Seller will, at the shared expense of both Buyer and Seller, order a Title Search Report and have delivered to the Buyer. Not later than twenty (20) business days following the execution of this Agreement by Seller and Purchaser, Purchaser shall be furnished with a Preliminary Title Commitment for the Title Policy (the “Preliminary Title Commitment”) from Alliance Title & Escrow (the “Title Company”). The Preliminary Title Commitment shall be accompanied by complete copies of any exceptions identified in Schedule B thereof. Purchaser shall have ten (10) business days after its receipt of the Preliminary Title Commitment in which to notify Seller of its approval and disapproval of each exception in Schedule B. Failure to so deliver such notice shall constitute Purchaser’s approval of all exceptions in Schedule B. Exceptions not disapproved by Purchaser shall be Permitted Exceptions. Notwithstanding the foregoing, monetary encumbrances not expressly assumed by Purchaser shall not be Permitted Exceptions but shall be paid by Seller on or before Closing. Seller shall have ten (10) business days after its receipt of Purchaser’s notice in which to notify Purchaser of its election to cure or remove any of the disapproved exceptions. Seller’s failure to notify Purchaser shall constitute Seller’s election not to remove such exceptions. Seller shall remove all exceptions it elects to remove on or before Closing. If Seller does not elect to remove all exceptions disapproved by Purchaser, Purchaser may, within ten (10) calendar days after Sellers’ notice, elect to terminate this Agreement, in which case the Earnest Money shall be returned to Purchaser. If Purchaser does not so elect to terminate this Agreement, disapproved exceptions that Seller has not elected to remove shall become Permitted Exceptions. Upon receipt of the Title Search Report, the Buyer shall have 30 business days to notify the Seller, in writing, of any matters disclosed in the report which are unacceptable to Buyer. Buyer’s failure to timely object to the report shall constitute acceptance of the Title Search Report. If any objections are made by Buyer regarding the Title Search Report, mortgage loan inspection, or other information that discloses a material defect, the Seller shall have 10 business days from the date the objections were received to correct said matters. If Seller does not remedy any defect discovered by the Title Search Report, Buyer shall have the option of canceling this Agreement, in which case the Earnest Money shall be returned to Buyer. After Closing, Buyer shall receive an owner’s standard form policy of title insurance insuring marketable title in the Property to Buyer in the amount of the Purchase Price, free and clear of the objections and all other title exceptions agreed to be removed as part of this transaction. XII. Property Condition. Seller agrees to maintain the Property in its current condition, subject to ordinary wear and tear, from the time this Agreement comes into effect until the Closing. Buyer recognizes that the Seller, along with any licensed real estate agent(s) involved in this transaction, make no claims as to the validity of any property disclosure Buyer’s Initials _______ Seller’s Initials _______ Page 5 of 12 information. Buyer is required to perform their own inspections, tests, and investigations to verify any information provided by the Seller. a) No Conflict. The execution of this Agreement and the carrying out of the transactions contemplated hereby will not conflict with or result in a breach of any agreement, contract, commitment, undertaking, order, judgment or decree that is binding on Seller. Except as may have been specifically disclosed in writing by Seller to Purchaser prior to this Agreement, there is no litigation or other proceeding pending or overtly threatened against Seller that could have a material adverse effect on the ability of Seller to perform its obligations under this Agreement or otherwise involving the Property. b) Litigation and Condemnation. Except otherwise disclosed to Purchaser in the Property Information, Seller has not received written notice of and, to the knowledge of Seller, there are no: (a) pending or threatened claims, actions, suits, arbitrations, proceedings (including condemnation proceedings) or investigations by or before any court or arbitration body, any governmental, administrative or regulatory authority, or any other body, against or affecting the Property or the transactions contemplated by this Agreement; or (b) orders, judgments or decrees of any court or arbitration body, any governmental, administrative or regulatory authority, or any other body, against or affecting the Property or the transactions contemplated by this Agreement XIII. Contingencies. Purchaser’s Feasibility Contingency; Property Information. a) Feasibility Contingency Period. Purchaser shall have no obligation to purchase the Property unless Purchaser determines in its sole and absolute discretion that its purchase, use and development of the Property in accordance with its intentions will be physically, financially and otherwise feasible (“Purchaser’s Feasibility Contingency”). Purchaser shall notify Seller in writing on or before the expiration of forty (40) days after the Execution Date (defined below) of this Agreement (the “Feasibility Contingency Period”) that it has made such determination, whereupon Purchaser’s contingency under this Section 8 shall be satisfied. If Purchaser does not timely notify Seller or waive Purchaser’s Feasibility Contingency in writing, this Agreement shall terminate and the Earnest Money, less the Feasibility Consideration, shall be released to Purchaser and neither party shall have any further obligation to the other under this Agreement (except as such provisions as are otherwise expressly specified to survive termination). b) Property Information. Within thirty (30) business days after the Effective Date, Seller shall deliver to Purchaser, for Purchaser’s information and review, copies of all contracts, documents, instruments, surveys, studies, reports, correspondence or other papers of significance relating to the Property in Seller’s possession or reasonably requested by Purchaser (“Property Information”). XIV. Possession. Site Visits and Inspections. a) Purchaser shall be entitled to possession of the Property upon Closing. Prior to Closing, Purchaser shall have the right for itself and its agents, employees, contractors, consultants and advisors (“Purchaser’s Representatives”) to enter onto the Property and to conduct such inspections and studies as Purchaser may deem necessary and appropriate, at Purchaser’s sole cost and expense. Buyer’s Initials _______ Seller’s Initials _______ Page 6 of 12 Purchaser shall have access during normal business hours. Notwithstanding the foregoing, before any such entry, Purchaser shall require that Purchaser’s contractors or inspectors provide Seller with a certificate of insurance reflecting coverage. In addition, no Phase II environmental inspection or other invasive inspection or sampling of soils, water, air or other materials, including without limitation construction materials, for analytical testing, either as part of the Phase I inspection or any other inspection (collectively “Invasive Testing”), shall be performed with-out the prior written consent of Seller, which Seller shall not unreasonably withhold. b) No Disruption. Purchaser and Purchaser’s Representatives shall conduct inspections and studies on the Property during the Feasibility Contingency Period in a manner which is not disruptive to normal operation of the Property and the adjacent property. Purchaser and all Purchaser’s Representatives shall, in performing activities in connection on the Property or during Purchaser’s Feasibility Contingency, comply with any and all laws, ordinances, rules, and regulations applicable to the Property and will not engage in any activities which would violate any applicable lease, permit, license, or law or regulation. c) Indemnification. Purchaser shall indemnify, protect, defend and hold Seller harmless from and against any obligation, liability, claim (including any claim for damage to property or injury to or death of any persons), lien or encumbrance, loss, damage (excluding special, punitive, or consequential damages), cost or expense, including reasonable attorneys’ fees, whether or not legal proceedings are instituted, in any way arising from the access to and inspections or examinations of the Property by Purchaser or any Purchaser’s Representative, but not to the extent that any of the foregoing matters are caused by the negligence of Seller or result from the pre-Closing discovery of an existing latent defect or existing environmental condition at the Property (in which event Purchaser shall not be required to indemnify the Seller for such existing latent defect or existing environmental condition). The obligations under this Section shall survive termination of this Agreement. d) Required Insurance. Prior to any entry onto or inspections of the Property by Purchaser and any Purchaser’s Representatives, Purchaser shall: (a) maintain commercial general liability (occurrence) insurance in an amount no less than $1,000,000 and on commercially reasonable terms adequate to insure against all liability arising out of any entry onto or inspections of the Property, (b) deliver to Seller certificates of insurance for Purchaser and any Purchaser’s Representatives entering onto the Property naming Seller and its property manager as additional insureds prior to entry upon the Property; (c) promptly pay when due all costs of all inspections, studies and examinations done with regard to the Property; and (d) if the transaction contemplated hereby fails to close, restore the Property to substantially the same condition in which the same were found before any such entry upon the Property and inspection or examination was undertaken. This obligation shall survive termination of this Agreement. Buyer’s Initials _______ Seller’s Initials _______ Page 7 of 12 e) Purchaser’s Delivery of Studies and Reports upon Termination. If the transaction fails to close for any reason other than a default by Seller, Purchaser agrees to provide Seller with copies of all written studies, reports, surveys and other documents prepared for Purchaser by third parties with respect to the environmental, physical or other condition of the Property. Purchaser will not thereby be warranting, and shall not be responsible for, the accuracy, completeness, fitness or usability of such reports or the conclusions or recommendations stated therein. Therefore, Buyer shall hold the right to hire licensed contractors, or other qualified professionals, to further inspect and investigate the Property until March 5, 2026 at 5:00 ☐ AM ☒ PM. After all inspections are completed, Buyer shall have until March 19, 2026 at 5:00 ☐ AM ☒ PM to present any new property disclosures to the Seller in writing. The Buyer and Seller shall have 20 business days to reach an agreement over any new property disclosures found by the Buyer. If the Parties cannot come to an agreement, this Agreement shall be terminated with the Earnest Money being returned to the Buyer. If the Buyer fails to have the Property inspected or does not provide the Seller with written notice of the new disclosures on the Property, in accordance with this Agreement, Buyer hereby accepts the Property in its current condition and as described in any disclosure forms presented by the Seller. In the event improvements on the Property are destroyed, compromised, or materially damaged prior to Closing, the Agreement may be terminated at Buyer’s option. XV. Seller’s Indemnification. Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge. XVI. Appraisal. Buyer’s performance under this Agreement: The parties hereby acknowledge that a comprehensive appraisal of the property was completed on April 7, 2025, by Kirkham Appraisals, a licensed appraiser in the State of Idaho. Madison County hereby represents and warrants that it has fully complied with the requirements of Idaho Code § 31-807, and that the purchase price does not exceed the appraised value as required by said statute. XVII. Required Documents. Prior to the Closing, the Parties agree to authorize all necessary documents, in good faith, in order to record the transaction under the conditions required by the recorder, title company, lender, or any other public or private entity. Buyer’s Initials _______ Seller’s Initials _______ Page 8 of 12 XVIII. Termination. In the event this Agreement is terminated, as provided in this Agreement, absent of default, any Earnest Money shall be returned to the Buyer, in-full, within 15 business days with all parties being relieved of their obligations as set forth herein. XIX. Time. Time is of the essence. All understandings between the Parties are incorporated in this Agreement. Its terms are intended by the Parties as a final, complete and exclusive expression of their Agreement with respect to its subject matter and they may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. XX. Buyer’s Default. Seller’s remedies shall be limited to liquidated damages in the amount of the Earnest Money set forth in Section III. It is agreed that such payments and things of value are liquidated damages and are Seller’s sole and only remedy for Buyer’s failure to perform the obligations of this Agreement. The Parties agree that Seller’s actual damages in the event of Buyer’s default would be difficult to measure, and the amount of the liquidated damages herein provided for is a reasonable estimate of such damages. XXI. Seller’s Default. Buyer may elect to treat this Agreement as cancelled, in which case all Earnest Money paid by Buyer hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this Agreement as being in full force and effect and Buyer shall have the right to specific performance or damages, or both. XXII. Earnest Money Dispute. Notwithstanding any termination of this Agreement, the Parties agree that in the event of any controversy regarding the release of the Earnest Money that the matter shall be submitted to mediation as provided in Section XXIII. XXIII. Dispute Resolution. Buyer and Seller agree to mediate any dispute or claim arising out of this Agreement, or in any resulting transaction, before resorting to arbitration or court action. a.) Mediation. If a dispute arises, between or among the Parties, and it is not resolved prior to or after recording, the Parties shall first proceed in good faith to submit the matter to mediation. Costs related to mediation shall be mutually shared between or among the Parties. Unless otherwise agreed in mediation, the Parties retain their rights to proceed to litigation. b.) Exclusions. The following matters shall be excluded from the mediation: (i) a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed, mortgage or installment land sale contract as defined in accordance with State law; (ii) an unlawful detainer action, forcible entry detainer, eviction action, or equivalent; (iii) the filing or enforcement of a mechanic’s lien; and (iv) any matter that is within the jurisdiction of a probate, small claims or bankruptcy court. The filing of a court action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies, shall not constitute a waiver or violation of the mediation and arbitration provisions of this Section. Buyer’s Initials _______ Seller’s Initials _______ Page 9 of 12 XXIV. Governing Law. This Agreement shall be interpreted in accordance with the laws in the State of Idaho. a) Madison School District 321 is not currently owned or operated by the Government of China, as defined in Idaho Code § 67-2359. b) In accordance with Idaho Code § 67-2346 Madison School District 321 certifies that it is not currently engaged in a boycott of goods or services from Israel or territories under its control. XXV. Terms and Conditions of Offer. This is an offer to purchase the Property in accordance with the above stated terms and conditions of this Agreement. If at least one, but not all, of the Parties initial such pages, a counteroffer is required until an agreement is reached. Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of acceptance. If this offer is accepted and Buyer subsequently defaults, Buyer may be responsible for payment of licensed real estate agent(s) compensation. This Agreement and any supplement, addendum or modification, including any copy, may be signed in two or more counterparts, all of which shall constitute one and the same writing. XXVI. Binding Effect. This Agreement shall be for the benefit of, and be binding upon, the Parties, their heirs, successors, legal representatives, and assigns, which therefore, constitutes the entire agreement between the Parties. No modification of this Agreement shall be binding unless signed by both Buyer and Seller. XXVII. Severability. In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative. XXVIII. Offer Expiration. This offer to purchase the Property as outlined in this Agreement shall be deemed revoked and the Earnest Money shall be returned unless this Agreement is signed by Seller and a copy of this Agreement is personally given to the Buyer by October 31, 2025 at 5:00 ☐ AM ☒ PM. XXIX. Acceptance. Seller warrants that Seller is the owner of the Property or has the authority to execute this Agreement. Therefore, by the Seller’s authorization below, he/she/they accepts the above offer and agrees to sell the Property on the above terms and conditions and agrees to the agency relationships in accordance with any agreement(s) made with licensed real estate agent(s). Seller has read and acknowledges receipt of a copy of this Agreement and authorizes any licensed real estate agent(s) to deliver a signed copy to the Buyer. Delivery may be in any of the following: (i) hand delivery; (ii) email under the condition that the party transmitting the email receives electronic confirmation that the email was received to the intended recipient; and (iii) by facsimile to the other party or the other Buyer’s Initials _______ Seller’s Initials _______ Page 10 of 12 party’s licensee, but only if the transmitting fax machine prints a confirmation that the transmission was successful. XXX. Licensed Real Estate Agent(s). If Buyer or Seller have hired the services of licensed real estate agent(s) to perform representation on their behalf, he/she/they shall be entitled to payment for their services as outlined in their separate written agreement. a) Commission. Each of Purchaser and Seller warrant and represent to the other that there are no brokers, agents, or finders and there are no finders’ fees, commissions, or similar fees due in connection with this Agreement. Each of Purchaser and Seller shall indemnify, defend, and hold the other harmless from and against all liability, loss, cost, damage, or expense (including but not limited to reasonable attorneys’ fees and costs) that the other party incurs due to any claim by a broker, agent, or finder claiming under such indemnifying party, whether or not such claim is meritorious. XXXI. Disclosures. It is acknowledged by the Parties that: (check one) ☐ - There are no attached addendums or disclosures to this Agreement. ☒ - The following addendums or disclosures are attached to this Agreement: ☒ - Exhibit A-Other Description ☐ - _____________________________________________________________ ☐ - _____________________________________________________________ ☐ - _____________________________________________________________ XXXII. Authority The execution and delivery of this Agreement and the performance of Purchaser’s obligations hereunder have been duly authorized by all necessary action on the part of Purchaser, and this Agreement constitutes the legal, valid and binding obligation of Purchaser, subject to equitable principles and principles governing creditors’ rights generally. XXXIII. Entire Agreement. This Agreement together with any attached addendums or disclosures shall supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter hereof and shall constitute the sole and only agreements between the parties with respect to the said Property. All prior negotiations and agreements between the parties with respect to the Property hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement and that any agreement, statement or promise that is not contained in this Agreement shall not be valid or binding or of any force or effect. Buyer’s Initials _______ Seller’s Initials _______ Page 11 of 12 XXXIV. Signature Date: ____________________ _________________________________ Seller’s Signature _________________________________ Print Name Date: ____________________ _________________________________ Buyer’s Signature _________________________________ Print Name Date: ____________________ _________________________________ Buyer’s Signature _________________________________ Print Name Buyer’s Initials _______ Seller’s Initials _______ Page 12 of 12 Exhibit A For demonstrative purposes only