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HomeMy WebLinkAboutFinal Idaho-Land-Contract School District and Rexburg Urban Renewal to be signed October 2025 without comments__ Page 1 of 15 REAL PROPERTY PURCHASE AND SALE AGREEMENT I. The Parties. This Land Purchase and Sale Contract (“Agreement”) made on October _____, 2025 (“Effective Date”) is between: Buyer: Urban Renewal Agency of the City of Rexburg, Idaho, also known as Rexburg Urban Renewal Agency (“Buyer”) with a mailing address of 299 E 4th N, 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.” Seller agrees to sell, transfer, and convey all right, title, and interest in the Property to Buyer, and Buyer agrees to purchase the Property from Seller, for a purchase price and subject to the terms and conditions set forth in this Agreement. II. Legal Description. The real property is described as land and structures with a total gross area of 4.18 ☐ 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 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) (collectively, the “Property”). (legal description subject to change with final survey prior to closing). Buyer’s Initials _______ Seller’s Initials _______ Page 2 of 15 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 Two Hundred Thousand Dollars ($200,000) (“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 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 Five Million Seven Hundred Thousand Dollars ($5,700,000) (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. V. DUE DILIGENCE PERIOD. (a) Due Diligence Period. Buyer will have sixty (60) days after the Effective Date (“Due Diligence Period”), at Buyer’s sole cost, within which to conduct and approve any investigations, studies, or tests deemed necessary by Buyer, in Buyer’s sole discretion, to determine the desirability and feasibility of acquiring the Property, including, but not limited to, Buyer’s right to review and approve the title, the Seller Materials (defined below), and any other reports or tests desired by Buyer. Buyer may terminate the Agreement for any reason during the Due Diligence Period. In Buyer’s sole discretion and for any reason, Buyer shall have the option to extend the Due Diligence Period for an additional thirty (30) days (“Extension Period”) by providing written notice to Seller at least seven (7) days prior to the expiration of the Due Diligence Period. All terms and conditions of the Due Diligence Period shall apply during the Extension Period. (b) Seller Materials. Seller agrees to deliver to Buyer within ten (10) business days after the Effective Date of this Agreement all information in Seller’s possession, including a copy of all asbestos inspection reports, remediation reports, agreements, surveys, reports, engineering reports or tests, soil tests, water tests, environmental tests, income reports, rental agreements, maintenance agreements, previous title commitments, and other information related to and regarding the Property, at no cost to Buyer (“Seller Materials”). To the extent permitted by law, Buyer will keep all such deliveries confidential except for contacts with professionals such as lawyers, engineers, accountants, or brokers who are assisting Buyer with this transaction (“Permitted Outside Parties”). (c) Right of Entry. Seller hereby grants to Buyer and Buyer’s agents, employees, and contractors the right to enter upon the Property during the Due Diligence Period, at any Buyer’s Initials _______ Seller’s Initials _______ Page 3 of 15 time or times during regular business hours and upon reasonable advance written notice, to conduct its review. Buyer agrees to indemnify, protect, defend, and hold Seller harmless from any and all liabilities, claims, losses, or damages, including, but not limited to, court costs and attorneys’ fees, which may be incurred by Seller because of the review, unless caused by the willful or negligent act or omission of Seller, its agents, guests, invitees, contractors, employees, or any tenants or their respective guests or invitees. Upon completion of its review, Buyer will restore the Property substantially to its condition existing immediately prior to its review. (d) Cancellation. Unless Buyer so notifies Seller in writing, on or before the end of the Due Diligence Period (or the Extension Period, if in effect) of Buyer’s election to not proceed with the purchase of the Property, this Agreement will move forward to Closing. If written notice is given by the Buyer within the Due Diligence Period (or the Extension Period, if in effect), the Agreement will be canceled and the Deposit, plus any accrued interest, will be returned immediately to Buyer and, except as otherwise provided in this Agreement, neither of the Parties will have any further liability or obligation under this Agreement. (e) Deposit. If Buyer elects or is deemed to have elected to proceed with the purchase of the Property, the Deposit will become non-refundable to Buyer, except in the event of default by Seller or Buyer’s permitted termination of this Agreement but will be applicable toward the Purchase Price. VI. ADDITIONAL CONDITIONS AND CONTINGENCIES (a) Possession and Leases. If Closing occurs on June 15, 2026, or later, Seller will deliver the Property vacant, with no tenants, at Closing. (b) Lease-Back to Seller. If Closing occurs prior to June 15, 2026, at Closing, Buyer shall lease the Property to Seller commencing on the Closing Date until June 15, 2026. Seller shall pay rent in the amount of $0 month. Seller shall be responsible for all utilities and ordinary maintenance during the lease term. Seller shall deliver possession of the Property to Buyer, free of occupants and personal property, on or before the expiration of the lease term on June 15, 2026. Seller shall maintain appropriate liability and personal property insurance during occupancy. Seller may also schedule as available and utilize Rexburg City Hall or the County Commissioners Room for any of their public meetings until their new administration building is completed. During the lease term, the Buyer will have access to the building(s) as necessary and scheduled. Buyer will have the ability to issue a Request for Proposal for redevelopment and receive bids for demolition and removal of building after effective date and prior to closing date. Seller shall have the ability to remove any fixtures, equipment, or possessions prior to June 15, 2026. (c) City and County Purchase of Parcel I: Buyer’s performance under this Agreement is contingent upon the City of Rexburg and Madison County purchasing another adjacent property of approximately 1.54 acres located directly to the north of the Property in City of Rexburg, State of Idaho with a legal description of Buyer’s Initials _______ Seller’s Initials _______ Page 4 of 15 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) Closing will occur no earlier than ten (10) days from the closing date of Parcel 1. (d) Appraisal. At Buyer’s option, cost, and expense, an appraisal or professional opinion of value may be obtained during the Due Diligence Period, or within the Extension Period. 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. Each party represents that it has not relied solely on the Prior Appraisal but has considered all factors it deems material in entering into this Agreement. (e) Inspection and Environmental Report. This Agreement shall be contingent upon, if elected by the Buyer, the Buyer obtaining during the Due Diligence Period, or the Extension Period, if in effect, at the Buyer's sole cost and expense, a third party report (or multiple reports) of the Property's environmental and building condition evidencing that the Property, building and all equipment and systems therein and all structural components thereof comply with all applicable building, life-safety, environmental and other applicable codes and requirements and are in good condition and that there are no repairs or replacements necessary and no material environmental hazards. In the event any such hazard exists, Closing under this Agreement shall be contingent upon remediation of those conditions to the satisfaction of the Buyer and/ or their consultant(s). This includes but shall not be limited to geotechnical, lead based paint, radon, or asbestos. If Seller fails to remediate the identified conditions by Closing, then Buyer may cancel this Agreement by giving written notice of cancellation to Seller, and the Deposit plus any accrued interest will be returned to Buyer. (f) Legal Compliance. This Agreement shall be contingent upon Buyer confirming, during the Due Diligence Period, or the Extension Period, if in effect, that the Property is in full compliance with all zoning, building, life-safety and other codes and regulations applicable to the Property. If the Property is not in full compliance with all zoning, building, life-safety and/or other codes and regulations then Closing under this Agreement shall be contingent upon resolution of such non-compliant issues to Buyer and/or their consultant’s satisfaction. (g) No Adverse Change. This Agreement shall be contingent upon no material adverse change to the Property prior to the Closing Date (defined below). Seller will promptly notify Buyer in writing of any material change affecting the Property that becomes known to Seller prior to the Closing. If there is a material adverse change to the Property prior to Closing, Buyer may cancel this Agreement by giving written notice of cancellation to Seller, and the Deposit plus any accrued interest will be returned to Buyer. Buyer’s Initials _______ Seller’s Initials _______ Page 5 of 15 (h) Survey. This Agreement shall be contingent upon, if elected by the Buyer, the Buyer obtaining during the Due Diligence Period, or the Extension Period, if in effect, at the Buyer's cost and expense, an ALTA survey, finding and bringing to the attention of the Buyer and Seller any material encroachments by the Property or upon the Property, or discrepancies in the physical characteristics of the building or premises, including but not limited to, a material departure from the size of the building, or other matters disclosed in an ALTA survey prior to expiration of the Due Diligence Period, or the Extension Period, if in effect, and resolution of any such encroachments or discrepancies to Buyer’s satisfaction. If the encroachments or discrepancies are not resolved to Buyer’s satisfaction prior to Closing, Buyer may cancel this Agreement by giving written notice of cancellation to Seller, and the Deposit plus any accrued interest will be returned to Buyer. VII. CLOSING AND CLOSING CONDITIONS (a) Buyer’s Obligations. Buyer’s obligations to close under this Agreement are subject to the following conditions to be satisfied or waived by Closing: (i.) Seller’s performance under this Agreement, including the delivery to Escrow Holder of all documents and closing costs necessary for Closing; (ii.) Seller’s remediation and/or resolution of issues identified in Section VI(e); and (iii.) Title Company is unconditionally and irrevocably committed to issue to Buyer at Closing a Title Policy consistent with Section XII(a). If the foregoing conditions have not been satisfied by Closing, then Buyer will have the right by giving written notice to Seller and Title Company, to cancel this Agreement, and the Deposit, plus accrued interest, will be returned immediately to Buyer and, except as otherwise provided in this Agreement, neither of the parties will have any further liability or obligation under this Agreement. (b) Seller’s Obligations. Seller’s obligations to close under this Agreement are subject to the following condition to be satisfied or waived by Closing: Buyer’s performance under this Agreement, including the delivery to Escrow Holder of all documents, the balance of the Purchase Price, and closing costs necessary for Closing. If the foregoing condition has not been satisfied by Closing, then Seller will have the right, by giving written notice to Buyer and Title Company, to cancel this Agreement, and the Deposit, plus accrued interest, will be paid immediately by Title Company to Seller and, except as otherwise provided in this Agreement, neither of the parties will have any further liability or obligation under this Agreement. (c) Closing Date and Time. Closing is the date of the recording of the Deed (defined below), which will be on April 30, 2026, or on a date as agreed to by the parties in writing (“Closing”). Agency staff may elect to extend the Closing for thirty (30) days without Board approval. (d) Documents and Funds at Closing. At Closing, Seller shall execute and deliver to the Escrow Holder a properly executed and acknowledged warranty deed in a form agreed to by Seller and Buyer (the “Deed”) conveying good and marketable title to the Property, subject only to the Permitted Exceptions Each Party will execute additional documents as reasonably required by the Title Company to obtain the Title Policy and complete Closing. After all of the conditions as set forth in this Agreement have been met, Buyer will, on or Buyer’s Initials _______ Seller’s Initials _______ Page 6 of 15 prior to Closing, deliver to Escrow Holder the balance of the Purchase Price in cash or certified funds. (e) Closing Costs. The parties shall each pay one-half of the fees and costs due Escrow Holder for its services and recording fees. All real estate taxes and assessments will be prorated through the Closing Date, recognizing the Seller and Buyer are public entities that do not pay property taxes. Any other closing costs not specifically designated as the responsibility of either Party or in this Agreement will be paid by Seller and Buyer according to the usual and customary allocation by Escrow Holder. Seller will pay the premium for the Title Policy and any endorsements Seller may have agreed to under Section XII(a) to resolve a title exception. Buyer will pay the premium and costs for an extended coverage policy of title insurance and any additional endorsements as desired by Buyer. VIII. SELLER’S REPRESENTATIONS AND WARRANTIES Seller’s warranties and representations shall survive the Closing and delivery of the Deed, and, unless otherwise noted herein are true, material, and relied upon by Buyer in all respects, both as of the date of Agreement, and as of the date of Closing. Seller hereby represents and warrants the following to Buyer as of the Effective Date and again as of Closing: (a) There are no unrecorded leases, licenses, easements, liens, rights of first refusal, or encumbrances which may affect title to the Property; (b) No notice of violation has been issued with regard to any applicable regulation, ordinance, requirement, covenant, condition, or restriction relating to the present use or occupancy of the Property by any person, authority, or agency having jurisdiction; (c) There is no impending or contemplated condemnation or taking by inverse condemnation of the Property, or any portion thereof, by any governmental authorities; (d) Neither Seller nor the Property are the subject of a bankruptcy, insolvency, or probate proceeding. (e) There are no actions, suits, or claims pending or that are threatened with respect to or in any manner affecting the Property, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller; (f) There are no pending proceedings, the object of which would be to change the present zoning or other land use limitations; (g) Subject to its Board of Trustees approval by resolution, Seller has full power and authority to execute, deliver, and perform under this Agreement, and Seller has no knowledge that anyone will, at Closing, have any right to possession of the Property except as disclosed by this Agreement or otherwise in writing to Buyer; Buyer’s Initials _______ Seller’s Initials _______ Page 7 of 15 (h) The execution, delivery, and performance of this Agreement does not and will not constitute a breach or default under any other agreement, law, or court order under which Seller is a party or may be bound or involving the Property; (i) No contracts affecting the Property between Seller and any third parties will be in effect from and after Closing, and (j) During the Seller’s ownership of the Property, Seller has not used or permitted and Seller will not use or permit the Property to be used, whether directly or through contractors, agents, or tenants, and to the best of Seller’s knowledge, the Property has not at any time been used, for the generating, transporting, treating, storage, manufacture, emission of, or disposal of any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances as defined in any federal, state or local environmental laws, statutes, regulations, requirements and ordinances, hereinafter referred to as “Hazardous Materials,” except those items used in the ordinary course of business, including alcohol and cleaning solutions. Seller warrants that there have been no investigations or reports involving Seller or the Property by any governmental authority which in any way pertains to Hazardous Materials, nor is Seller aware of any environmental problems relating to the Property nor the presence of underground storage tanks, asbestos, PCBs, petroleum and petroleum products, or urea formaldehyde. If Seller receives notice or knowledge of any information regarding any of the matters set forth in this Section after the Effective Date and prior to Closing, Seller will immediately notify Buyer in writing. All representations and warranties made in this Agreement by Seller will survive for one (1) year following the execution and delivery of this Agreement and Closing. IX. BUYER’S REPRESENTATIONS AND WARRANTIES Buyer hereby represents and warrants to Seller as of the Effective Date and again as of Closing that: (a) Subject to its Board of Commissioners approval, Buyer has full power and authority to execute, deliver, and perform under this Agreement; (b) There are no actions or proceedings pending or threatened against Buyer which may in any manner whatsoever affect the validity or enforceability of this Agreement; and (c) The execution, delivery, and performance of this Agreement have not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound. If Buyer receives notice or knowledge of any information regarding any of the matters set forth in this Section after the Effective Date and prior to Closing, Buyer will immediately notify Seller in writing. All representations and warranties made in this Agreement by Buyer will survive for one (1) year following the execution and delivery of this Agreement and Closing. X. CONTINUING OPERATION OF PROPERTY Buyer’s Initials _______ Seller’s Initials _______ Page 8 of 15 Seller agrees that, between the Effective Date and Closing or any earlier termination of this Agreement, Seller will: (a) maintain the Property in its current condition and perform required and routine maintenance as may be provided; and, (b) not place or permit to be placed on any portion of the Property any new improvements of any kind or remove or permit any improvements to be removed from the Property; and, (c) not restrict, rezone, file, or modify any development plan or zoning plan or establish or participate in the establishment of any improvement district with respect to all or any portion of the Property; and, (d) not further cause or create any easement, encumbrance, or mechanic’s or materialmen’s liens, and/or similar liens or encumbrances to arise or to be imposed upon the Property or any portion thereof. XI. 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. XII. Title Report and Objections. (a) Within twenty (20) business days after the Effective Date, Seller will cause Alliance Title to deliver a current Preliminary Title Report together with copies of all exceptions (the “Title Report”) for an ALTA standard coverage owner’s policy of title insurance in the amount of the Purchase Price (the “Title Policy”) for the Property to Buyer and Seller. Seller will pay for the Title Policy. Buyer will pay for any desired ALTA extended coverage owner’s policy of title insurance and additional endorsements desired by Buyer except for the cost of any endorsements Seller agrees to provide to cure any title objections. Buyer shall have thirty (30) days from receipt of the Title Report to notify Seller in writing of its objections to any exception shown in the Title Report (the “Title Review Period”). If Buyer does not provide written notice of any title objections within such the Title Review Period, such failure shall be conclusively deemed to be Buyer’s approval of those matters. If Buyer has any objections to any exception in the Title Report, then Seller has twenty (20) days after receipt thereof to notify Buyer in writing that Seller (i.) will cause or (ii.) elects not to cause any or all of the title objections to be removed or insured over by the Title Company in a manner reasonably satisfactory to Buyer. Seller’s failure to notify Buyer within such twenty (20) day period of its intent to remediate any title objections shall be deemed an election by the Seller to not remove or have the Title Company insure over such title objections. The failure to cure any title objection as specifically agreed to by the Parties constitutes a breach of the Agreement. Buyer’s Initials _______ Seller’s Initials _______ Page 9 of 15 If Seller notifies or is deemed to have notified Buyer that it will not remove or have the Title Company insure over any or all of the title objections within the time periods provided herein, then Buyer will have five (5) days to: (i.) cancel this Agreement by giving written notice of cancellation to Seller prior to the expiration of the Due Diligence Period (defined below), and the Deposit plus any accrued interest will be returned to Buyer, or (ii.) provisionally accept the title subject to Seller’s agreement to cause the removal of Buyer’s disapproved exceptions or objections, or (iii.) propose an abatement or reduction in the Purchase Price of the Property on account of such title objections. In the event of a cancellation, all rights and obligations of the Parties under this Agreement shall terminate and be of no further force or effect. (b) Seller’s conveyance of the Property will be free and clear of all liens, encumbrances, and other exceptions of title, except the liens of taxes and assessments not yet due and payable, and those exceptions approved or deemed approved by Buyer pursuant to this Agreement (“Permitted Exceptions”). (c) In the event the Title Report is amended to include new exceptions that are not set forth in a prior Title Report, Buyer will have the ability to object to such new exceptions or cancel this Agreement and receive a refund of the Deposit, subject to Seller’s agreement to cause the removal of any new disapproved exceptions or objections. If Seller does not intend to remove such exceptions and objections before Closing, then Buyer may elect in writing to: (i) have the Deposit (and if occurring following the Financing Contingency Period, the Additional Deposit) returned to Buyer upon demand and all obligations will terminate, or (ii) Buyer may waive such objections and the transaction will close as scheduled. (d) Buyer may request a supplement to the Title Report at any time prior to Closing. XIII. 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. XIV. 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. XV. 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. Buyer’s Initials _______ Seller’s Initials _______ Page 10 of 15 XVI. 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, 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. XVII. 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 XVIII. XVIII. 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 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. XIX. Governing Law. This Agreement shall be interpreted in accordance with the laws in the State of Idaho. XX. RISK OF LOSS Risk of loss or damage to the Property shall be entirely borne by Seller until the Closing Date. Seller shall keep the Property insured against loss by fire and other casualty usually insured against in the market area of the Property until the Closing. Should the Property be damaged by fire or other cause after the execution of this Agreement but prior to Closing, this Agreement shall be voidable at the option of Buyer by written notice to Seller within ten (10) days of the date Buyer receives notice of such damage. XX!. ATTORNEY FEES ON DEFAULT If either Party defaults or otherwise fails to keep or perform any of the covenants, conditions, or agreements herein agreed to be kept by such Party and the other Party is required to employ an attorney to enforce any of the covenants, conditions, or agreements herein contained, then and in such event, the unsuccessful Party in such litigation, as determined by the court, agrees to pay the prevailing party, as determined by the court, all costs and expenses, including, but not limited to, reasonable attorneys’ fees incurred by the prevailing party, such fees to be determined by the court. XXII. INTEGRATION The Parties hereto acknowledge the terms, conditions, and covenants of this Agreement shall supersede any prior negotiations and agreements of the Parties, there are no other agreements not contained in this Agreement, and this Agreement shall be the final Buyer’s Initials _______ Seller’s Initials _______ Page 11 of 15 expression of the agreement of the Parties and shall control. No modifications of this Agreement shall be valid unless in writing and signed by the Party against which the enforcement of any extension, change, modification or amendment is sought, and only then to the extent set forth in such instrument. XXIII. NOTICES (a) Original Addresses. Whenever any Party hereto shall give or serve any notice, demand, request, approval, or other communication, each such communication shall be in writing and shall be delivered personally, by messenger, or by mail, postage prepaid, addressed as set forth in this Section. Seller: Buyer: (b) Change of Address. Any Party hereto may from time to time, by notice in writing served upon the other Party hereto, designate a different address to which or a different person or additional persons to whom all communications are thereafter to be made. (c) Effective Date of Notices. Notice will be deemed to have been given on the date of deposit in the mail, if mailed or deposited with the overnight carrier, if used. Notice will be deemed to have been received on the date on which the notice is received if notice is given by personal delivery, and on the second (2nd) day following deposit in the U.S. Mail, if notice is mailed. If escrow has opened, a copy of any notice given to a Party will also be given to Escrow Holder by regular U.S. Mail or by any other method provided for herein. (d) Informal Communications. Informal communication may be delivered in person or by telephone, U.S. Mail, courier, or e-mail. Notices of default, legal claims, demands for indemnification, or any notices or communications required to be made in writing by this Agreement are not informal communications and must be in writing as set forth herein. XXIV. COUNTERPARTS This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and which together shall constitute but one and the same instrument. Signature pages may be detached from the counterparts and attached to a single copy of this Agreement to form one (1) document. Delivery of an executed counterpart of this Agreement by electronic signature shall be deemed as effective as delivery of an original executed counterpart for all purposes. XXV. 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. Buyer’s Initials _______ Seller’s Initials _______ Page 12 of 15 XXVI. SURVIVAL OF TERMS The terms, provisions, warranties, covenants, and indemnities shall survive the Closing, and this Agreement shall not be merged therein but shall remain binding upon and for the Parties hereto until fully observed, kept, or performed. XXVII. PUBLIC RECORDS This Agreement and all other documents pertaining to the purchase and sale of the Property is subject to disclosure under the Idaho Public Records Act, Chapter 1, Title 74, Idaho Code, as may be amended. XXVIII. ADDITIONAL PROVISIONS Any additional provisions are set forth in the Addendum, Attachments, or Exhibits to this Agreement, if any, which Addendum, Attachments, or Exhibits may be attached hereto, if any, and, if attached, shall be made a part hereof and incorporated herein as if fully set forth. XXIX. ADDITIONAL ACTS Each Party agrees to take such other actions and to execute and deliver such further documents as may reasonably be required to consummate this transaction and to afford each other reasonable cooperation towards that end. XXX. ASSIGNMENT This Agreement may not be assigned by either Party without the prior written consent of the other Party. XXXI. WAIVER Waiver of performance of any provision of this Agreement shall not be a waiver of, nor prejudice, the Party’s rights otherwise to require performance of the same provision or any other provision. XXXII. 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. Buyer’s Initials _______ Seller’s Initials _______ Page 13 of 15 XXXIII. 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. XXXIV. 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 14 of 15 XXXV. Signature EXECUTED EFFECTIVE as of the Effective Date. SELLERS: MADISON SCHOOL DISTRICT 321 By: ________________________________ Date: ______________________________ BUYER: URBAN RENEWAL AGENCY OF THE CITY OF REXBURG, a/k/a REXBURG URBAN RENEWAL AGENCY By: _______________________________ __________________, Chair Date: _______________________________ ATTESTED TO: By: ______________________________ Secretary Date:____________________________ Buyer’s Initials _______ Seller’s Initials _______ Page 15 of 15 Exhibit A For demonstrative purposes only