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Resolution - 2006 - 05 - Approve/Execute Purchase And Sale Agreement For Acquisition Of A Wel Tank Site For City From Ada County - 02/28/2006 ~\, RESOLUTION NO. ~ O~-D5 A RESOLUTION OF THE CITY OF EAGLE, ADA COUNTY, IDAHO, APPROVING AND AUTHORIZING THE EXECUTION OF A PURCHASE AND SALE AGREEMENT FOR THE ACQUISITION OF A WELL TANK SITE FOR CITY FROM ADA COUNTY; ACCEPTANCE OF CERTAIN EASEMENTS AND A QUITCLAIM DEED; AUTHORIZING THE MAYOR TO EXECUTE THE SAME; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Ada County, Idaho (the "County"), owns and operates a landfill on the east side of the City's municipal boundaries; and WHEREAS, the City of Eagle (the "City") operates a municipal water system; and WHEREAS, the City's system suffers from occasional lack of storage capacity and system pressure; and WHEREAS, the City and the County have determined that a water tank could be constructed on the County's lands which might alleviate the City's water system difficulties; and WHEREAS, the City has agreed to construct a fire hydrant on old Highway 55 and to supply water for fire fighting needs at its expense; and WHEREAS, the City is authorized and empowered to exercise all powers and perform all functions of local self-government in accordance with the law, including acquiring real property, and to execute all necessary contracts pursuant to Idaho Code ~ 50-301. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EAGLE, Ada County, Idaho, as follows: Section 1: That the City of Eagle, Ada County, Idaho (the "City") hereby agrees to enter into the Purchase and Sale Agreement, substantially in the form attached hereto as Exhibit "A," authorizes the Mayor to execute the document on behalf of the City. Section 2: The City agrees to accept the Underground Water and Telecommunications Line Easement Agreement; the Roadway Access Easement Agreement; and the Quitclaim Deed, substantially in the form attached hereto as Exhibits "B", "c" & "D". Section 3: This Resolution shall take effect and be in force immediately upon its passage and approval. DATED this~g'" fLday of ':i~f' 2006. CITY OF EAGLE Ada County, Idaho ATTEST: _~~.lL-- k.- 12L.e~ H----t1 '11.,,------- Sharon K. Bergmann, City qlerk [S E A L] CITY OF EAGLE RESOLUTION NO. ~ EXHIBIT A AGREEMENT NO. AGREEMENT FOR PURCHASE AND SALE OF PROPERTY THIS AGREEMENT FOR PURCHASE AND SALE OF PROPERTY ("Agreement") is made as of the _ day of February 2006, by and between the CITY OF EAGLE, an Idaho Municipal Corporation ("City"), and ADA COUNTY, a duly organized and existing county under the laws and constitution of the State of Idaho, ("County"). RECITALS A. City operates a municipal water system. B. City's system suffers from an occasional lack of storage capacity and system pressure. C. County operates a landfill on the east side of City's municipal boundaries. D. City and County have determined that a water tank could be constructed on County's lands which might alleviate City's water system difficulties. E. The portions of the County's land suggested for sale are not needed for future landfill purposes. F. County would like to enhance fire suppression capability for the west side of its landfill properties. G. City has agreed to construct at its expense a fire hydrant on old Highway 55 and supply water for fire fighting needs. H. Pursuant to S 31-808(9), Idaho Code, County may transfer property to a political subdivision of the State of Idaho if it finds the transfer to be in the public interest. I. Addressing the potable water supply capacity and pressure needs for those served by the City's municipal water system and enhancing fire fighting capabilities for landfill property and those in the surrounding area is in the public interest. AGREEMENT FOR PURCHASE AND SALE OF PROPERTY - PAGE 1 c:ldocuments and settings\clbllocal settings\temporary internet files\olk I \eagle water tank purchase and sale agr.doc NOW, THEREFORE, THE CITY AND COUNTY AGREE AS FOLLOWS: I. Purchase and Sale. Subject to the terms and conditions hereof, County agrees to sell to City, and City agrees to buy from County, that certain parcel of real estate legally described on Exhibit "A" attached hereto and made a part hereof, including, without limitation, any right, title and interest of County in and to adjacent streets, alleys, rights-of-way, easements and any and all tenements, hereditaments and appurtenances pertaining thereto, and all rights, privileges, easements and appurtenances, if any, thereunto belonging (collectively, the "Property"). 2. Purchase Price. The purchase price ("Purchase Price") to be paid by City to County for the Property shall be Seventy Five Thousand Seven Hundred Fifty and nollOO Dollars ($75,750.00). On the Closing Date, City shall deliver the Purchase Price to County, subject to the prorations and adjustments identified in Paragraph 8 hereof, if any. 3. Title Commitment. Prior to closing the parties will promptly examine a commitment (the "Commitment") for a policy of title insurance on the Property issued by Alliance Title and Escrow Corporation ("Title Company") as soon as it is provided by the Title Company. City shall promptly notifY County of any exceptions to insurability noted by the Title Company that City finds unacceptable. On condition that County cures the exceptions disclosed by City on or at closing, City hereby agrees to accept title to the Property subject to the exceptions noted thereon and as cured, collectively, the "Permitted Exceptions. " 4. Title Policy. County shall cause the Title Company to deliver to City on the Closing Date a standard County's policy of title insurance (the "Title Policy") subject only to the Permitted Exceptions. County shall pay the basic premium for the Title Policy and City shall pay for any special endorsements which City desires to obtain; provided, however, that issuance by the Title Company of any special endorsements ordered by City shall not be a condition of closing. 5. Covenants and Representations. County and City hereby make the following covenants and representations: (a) Other than as stated herein, County has the requisite power and authority, and has taken all steps necessary, to enter into and fully carry out this Agreement and any sale of the Property made pursuant hereto. (b) City has the requisite power and authority, and has taken all steps necessary, to enter into and fully carry out this Agreement and any purchase of the Property made pursuant hereto. AGREEMENT FOR PURCHASE AND SALE OF PROPER TY-PAGE2 c:ldocumenls and settings\c1bllocal settingsltemporary internet fileslolkl leagle water tank purchase and sale agr.doc (c) County has not and shall not commit any act or omission which would cause the imposition or creation of any lien, charge or encumbrance for which payment has not been made, secured or otherwise provided for and which might otherwise result in the imposition of a mechanic's lien or similar lien against the Property. (d) County shall not enter into or cause to be entered into any written or oral lease for the Property or any portion thereof from the date hereof to the Closing Date without first obtaining the written consent of City. (e) City understands that all zoning and land use permissions, permits and actions required of City to allow the transaction are City's sole responsibility and County makes no representations or warranties as to their availability. 6. Escrow Closing. The closing of the purchase and sale of the Property shall be effected through an escrow at the Title Company and delivery of the deed and any other documents and payment of the Purchase Price for the Property shall be effected through such escrow. The terms of such escrow shall be pursuant to an escrow agreement in customary form modified to reflect the transaction contemplated herein. The cost of said escrow shall be borne equally by County and City. This Agreement shall not be merged into such escrow agreement but the latter shall be deemed auxiliary to this Agreement and in the event of any conflict the provisions of this Agreement shall be controlling as between the parties hereto. 7. Closing and Obligations at Closing. Subject to any termination of this Agreement permitted hereunder by City or County, closing shall take place at the office of the Title Company on a date mutually agreed upon in writing by County and City ("Closing Date"); provided, however, that said date shall be prior to February 28, 2006. On or before the Closing Date, the obligations of City and County shall be as follows: (a) City shall cause the Purchase Price, plus or minus prorations, if any, to be transferred to the Title Company, as herein provided. (b) County shall execute and deliver a Quitclaim Deed, in the form attached hereto as Exhibit "8", conveying title to the Property to City, subject to the Permitted Exceptions. (c) County shall execute two easements on behalf of the Premises over adjacent land owned by County to effectuate the proposed use of the Premises as a water storage facility: I) a roadway access easement substantially in the form attached AGREEMENT FOR PURCHASE AND SALE OF PROPERTY-PAGE 3 c:ldocumenls and settings\clbllocal settings\temporary internet files\olkl \eagle water tank purchase and sale agr.doc hereto as Exhibit "C", and 2) a telecommunications and waterline easement substantially in the form attached hereto as Exhibit "D". (d) County and City shall execute such other documentation as is reasonably requested or as is required by applicable law to effectuate the transaction contemplated hereby. 8. Prorations. All expenses and charges in connection with ownership and use of the Property, including real estate taxes, shall be prorated as of the Closing Date. To the extent that information for any such proration is not available on the Closing Date, the parties shall effect such prorations within thirty (30) days after the Closing Date. 9. Default. If County fails or refuses to comply with the terms of this Agreement, for any reason other than City's default hereunder, City's remedies shall include all those available in law or equity including, if elected by City, specific performance. If City fails or refuses to comply with the terms of this Agreement, for any reason other than County's default hereunder, County's remedies shall include all those available in law or equity including, if elected by County, specific performance. 10. Reserved. II. Reserved. 12. Condenmation. In the event of any taking by the exercise of the power of eminent domain of a substantial portion of the Property prior to the Closing Date (such portion as would impair or otherwise affect the present use of the Property will be deemed substantial), City shall have the right to terminate this Agreement by giving written notice to County prior to the Closing Date. If City elects to terminate this Agreement, all awards and compensation arising out of said condenmation shall be the property of County. If City fails to give County notice of termination prior to the Closing Date, said right to terminate shall be deemed waived and City shall be credited with or assigned all of County's right, title and interest to all awards and compensation arising out of said condenmation, and City shall remain obligated to purchase the Property with no reduction in the Purchase Price. In the event of any taking of an insubstantial portion of the Property prior to the Closing Date (such portion as would not impair or otherwise affect the present use of the Property will be deemed insubstantial), County shall assign to City all of County's right, title and interest to all awards and compensation therefor and City shall remain obligated to purchase the Property with no reduction in the Purchase Price. 13. Reserved. AGREEMENT FOR PURCHASE AND SALE OF PROPER TY-PAGE4 c:ldocumenls and settings\c1bllocal settingslternporary internet files\olkI leagle water tank purchase and sale agr.doc 14. Notices. Any and all notices, demands, consents and approvals required under this Agreement shall be sent by certified or registered mail, postage prepaid, return receipt requested, addressed to the parties as follows: City: City of Eagle Eagle City Clerk P.O. Box 1520 310 E. State Street Eagle, ID 83616 County: Ada County Board of Ada County Commissioners 200 W. Front St., 3rd Floor Boise, Idaho 83702 Notices shall be deemed to have been received on the second (2nd) business day after they are deposited in the United States mail as provided above. 15. Assignment. City shall not have the right to assign or transfer City's interest in this Agreement without the prior written consent of County, which consent may be withheld in County's sole discretion. Any purported assignment or transfer in violation of this paragraph shall be null and void and of no effect and further, at County's election, shall constitute a default by City hereunder, entitling County to terminate this Agreement. 16. Brokerage. Each party hereby represents and warrants to the other that no commission or other amount is payable to any person or entity for brokerage or similar services performed hereunder, and each party hereto agrees to indenmifY the other party for any commission or amount owed to or claimed by any person or entity claiming through such indenmifYing party. 17. Other Acts. City and County each hereby agree to perform such other acts, and to execute, acknowledge, and/or deliver such other instruments, documents and materials as may be reasonably necessary to effect consummation of the transaction contemplated herein. 18. Time Is of the Essence. City and County mutually agree that time is of the essence throughout the term of this Agreement and every provision hereof in which time is an element. No extension of time for performance of any obligations or acts shall be deemed an extension oftime for performance of any other obligations or acts. If any date or performance of any of the terms, conditions or provisions hereof shall fall on a AGREEMENT FOR PURCHASE AND SALE OFPROPERTY-PAGE 5 c:ldocuments and settings\clbllocal settingsltemporary internet fileslolkl\eagle water tank purchase and sale agr.doc Saturday, Sunday or legal holiday, then the time of such performance shall be extended to the next business day thereafter. 19. Paragraph Headings. The paragraph headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several paragraphs hereof. 20. Interpretation. Whenever used in this Agreement, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all genders. 21. Applicable Law and Parties Bound. This Agreement shall be construed and enforced in accordance with the laws of the State of Idaho and shall be binding upon and inure to the benefit of the parties hereto and, subject to the provisions of Paragraph 16 hereof, their respective successors and permitted assigns. 22. Attorney Fees. In the event either party elects to file any action in order to enforce the terms of this Agreement, or for a declaration of rights hereunder, the prevailing party, as determined by the court in such action, shall be entitled to recover all of its court costs and reasonab I e attorney fees as a result thereof from the losing party. 23. Amendments. All amendments and/or supplements to this Agreement must be in writing and executed by each party hereto. However, such amendments and/or supplements may be executed in counterparts, all of which shall be deemed to constitute one document. 24. No Merger. The obligations, representations and warranties herein contained shall not merge with transfer of title but shall remain in effect until fulfilled. 25. Entire Agreement. The parties acknowledge and agree that at all times they have intended that none of the preliminary negotiations concerning this transaction would be binding on either party, and that they would be bound to each other only by a single, formal, comprehensive document containing this paragraph and all of the agreements of the parties, in final form, which has been executed and delivered by City and County. The parties acknowledge that none of the prior oral agreements between them (and none of the representations on which either of them has relied) relating to the subject matter of this Agreement shall have any force or effect whatever, except as and to the extent that such agreements and representations have been incorporated in this Agreement. 26. No Recording. City shall not record this Agreement or any memorandum or short form hereof. AGREEMENT FOR PURCHASE AND SALE OF PROPERTY - PAGE 6 c:ldocumenls and settings\c1bllocal settingsltemporary internet fileslolkl\eagle water tank purchase and sale agr.doc 27. Counterparts. This Agreement may be executed in counterparts, all of which counterparts taken together shall be deemed to be but one original. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first above written. Board of Ada County Commissioners By: Rick Yzaguirre, Chairman By: Judy M. Peavey-Derr, Commissioner By: Fred Tilman, Commissioner ATTEST: J. David Navarro, Ada County Clerk AGREEMENT FOR PURCHASE AND SALE OF PROPERTY-PAGE 7 c:ldocurnenls and settings\clbllocal settings\temporary internet fileslolk I \eagle water tank purchase and sale agr.doc CITY OF EAGLE Nancy C. Merrill, Mayor ATTEST: Sharon Bergmann, City Clerk AGREEMENT FOR PURCHASE AND SALE OF PROPERTY-PAGE 8 c:ldocurnents and settings\c1bllocal settings\temporary internet files\olkl\eagle water tank purchase and sale agr.doc EXHIBIT A LEGAL DESCRIPTION Section 2, Township 4 North, Range I East, Boise Meridian, Ada County, being more particularly described as follows: Commencing at the Quarter corner common to Sections 2 & 3, being monumented by a brass cap as shown on Record of Survey No. 3091, recorded as Instrument No. 95006284, records of Ada County; thence South 89040'28" East 400.00 feet along the North line of the Southwest Quarter, also being the North line of Agreement No. 6905, a lease agreement between Ada County and the City of Eagle for Ada-Eagle Sports Complex, to the POINT OF BEGINNING; thence leaving said North line South 30038'23" East 525.00 feet along the Easterly boundary line of said Lease Agreement No. 6905; thence North 59021 '37" East 209.78 feet, perpendicular to said Easterly line; thence North 00019'32" East 342.24 feet, perpendicular to said North line, to a point on the North line of said Southwest Quarter; thence along said North line North 89040'28" West 450.00 feet, to the POINT OF BEGINNING. AGREEMENT FOR PURCHASE AND SALE OF PROPERTY - EXHIBIT A c:\documenls and settings\clb\local settings\temporary internet fileslolkl\eagle water tank purchase and sale agr.doc EXHIBIT B QUITCLAIM DEED AGREEMENT FOR PURCHASE AND SALE OF PROPERTY - EXHIBIT B c:ldocurnents and settingslclb\local settings\temporary internet fileslolkl \eagle water tank purchase and sale agr.doc EXHIBIT C ROADWAY ACCESS AGREEMENT AGREEMENT FOR PURCHASE AND SALE OF PROPERTY - EXHIBIT C c:\docurnents and settings\c1bllocal settings\temporary internet fileslolkl \eagle water tank purchase and sale agr.doc EXHIBIT D UNDERGROUND WATER AND TELECOMMUNICA nONS LINES EASEMENT AGREEMENT AGREEMENT FOR PURCHASE AND SALE OF PROPERTY - EXHIBIT D c:ldocumenls and settingslclbllocal settingsltemporary internet files\olkJ\eagle water tank purchase and sale agr.doc EXHIBIT B AGREEMENT NO. UNDERGROUND WATER AND TELECOMMUNICATIONS LINES EASEMENT AGREEMENT THIS EASEMENT AGREEMENT made this _ day of , 2006, by and between the CITY OF EAGLE, an Idaho Municipal Corporation ("City"), and ADA COUNTY, a duly organized and existing county under the laws and constitution of the State of Idaho, ("County"). WITNESSETH That COUNTY in consideration of the covenants and promIses described in this agreement and the sum of ten dollars ($10.00) and other valuable consideration does hereby grant and convey unto CITY, its successors and assigns, a nonexclusive easement and right of way, over the real property described below for the purpose of crossing said real property with underground water and telecommunication lines, including therewith the right, as modified below, to enter upon said real property, at all reasonable times, including ingress and egress thereto, at the sole expense of CITY, to construct, maintain, operate, inspect, alter, replace, excavate, prepare, install, backfill, and repair underground water and telecommunication lines, over and across the following described real property belonging to the said COUNTY: See Exhibit "A" attached hereto and made a part hereof by reference. COUNTY grants the easement described in Exhibit A to CITY and its successors and assigns for so long as CITY shall use the aforesaid real property for any of the purposes mentioned above. If CITY fails to use the aforesaid real property for such purposes for a continuous period of one (I) year or more, the above-described real property shall automatically revert to COUNTY and its successors and assigns without it being necessary for COUNTY and its successors or assigns to take any affirmative action to effectuate the reverter. UNDERGROUND WATER AND TELECOMMUNICA nONS LINES EASEMENT AGREEMENT - PAGE 1 c:ldocurnenls and settingslclbllocal settingsltemporary internet fileslolkl lunderground water line easement.doc CITY covenants with COUNTY, its successors and assigns, that after any maintenance, inspection, replacement, excavation, preparation, installation, backfill, or repair activities, CITY will restore the surface of the ground including any paving and/or landscaping located thereon to as good of condition as when entered upon by CITY or its agents for so long as this easement shall be in effect. IN WITNESS WHEREOF, these presents have been executed by the undersigned this _ day of ,2006. COUNTY: Board of Ada County Commissioners By: Rick Yzaguirre, Chairman By: Judy M. Peavey-Derr, Commissioner By: Fred Tilman, Commissioner ATTEST: J. David Navarro, Ada County Clerk STATE OF IDAHO ) ) ss. County of Ada ) On this _ day of , 20_, before me a notary public, personally appeared Grant P. Kingsford, Judy M. Peavey-Derr, and Rick Yzaguirre known or identified to me, to be the County Commissioners of Ada County, that executed the said instrument, and acknowledged to me that Ada County executed the same. Notary Public for Idaho Commission Expires UNDERGROUND WATER AND TELECOMMUNICA nONS LINES EASEMENT AGREEMENT - PAGE 2 c:ldocuments and settings\clb\local settingsltemporary internet fileslolk I \underground water line easement.doc EXHIBIT C AGREEMENT NO. ROADWAY ACCESS EASEMENT AGREEMENT THIS EASEMENT AGREEMENT made this _ day of , 2006, by and between the CITY OF EAGLE, an Idaho Municipal Corporation ("City"), and ADA COUNTY, a duly organized and existing county under the laws and constitution of the State of Idaho, ("County"). WITNESSETH That COUNTY in consideration of the covenants and promIses described in this agreement and the sum of ten dollars ($10.00) and other valuable consideration does hereby grant and convey unto CITY, its successors and assigns, a nonexclusive easement and right of way, over the real property described below for the purpose of crossing said real property with a roadway to access the Eagle Water Tank Site, conveyed to City contemporaneously herewith, including therewith the right, as modified below, to enter upon the below described real property, at all reasonable times, including ingress and egress thereto, at the sole expense of CITY, to construct, maintain, operate, inspect, alter, replace, excavate, prepare, install, backfill, and repair said access roadway, over and across the following described real property belonging to the said COUNTY: See Exhibit "A" attached hereto and made a part hereof by reference. COUNTY grants the easement described in Exhibit A to CITY and its successors and assigns for so long as CITY shall use the aforesaid real property for any of the purposes mentioned above. If CITY fails to use the aforesaid real property for such purposes for a continuous period of one (1) year or more, the above-described real property shall automatically revert to COUNTY and its successors and assigns without it being necessary for COUNTY and its successors or assigns to take any affirmative action to effectuate the reverter. ROADWAY ACCESS EASEMENT AGREEMENT - PAGE 1 c:ldocumenls and settingslclb\local settingsltemporary internet files\olkllroadway access easement.doc CITY covenants with COUNTY, its successors and assigns, that after any maintenance, inspection, replacement, excavation, preparation, installation, backfill, or repair activities, CITY will keep said roadway in good repair, and at all times shall restore the surface of the ground not covered by the roadway, including any paving and/or landscaping located thereon, to as good of condition as when entered upon by CITY or its agents for so long as this easement shall be in effect. IN WITNESS WHEREOF, these presents have been executed by the undersigned this _ day of ,2006. COUNTY: Board of Ada County Commissioners By: Rick Yzaguirre, Chairman By: Judy M. Peavey-Derr, Commissioner By: Fred Tilman, Commissioner ATTEST: J. David Navarro, Ada County Clerk STATE OF IDAHO ) ) ss. County of Ada ) On this _ day of , 20-, before me a notary public, personally appeared Rick Yzaguirre, Judy M. Peavey-Derr, and Fred Tilman known or identified to me, to be the County Commissioners of Ada County, that executed the said instrument, and acknowledged to me that Ada County executed the same. Notary Public for Idaho Commission Expires ROADWAY ACCESS EASEMENT AGREEMENT - PAGE 2 c:ldocurnenls and settingslclbllocal settings\temporary internet files\olkllroadway access easement.doc EXHIBIT D QUITCLAIM DEED This Quitclaim Deed is made this day of , 2006, between the CITY OF EAGLE, an Idaho Municipal Corporation ("Grantee"), and ADA COUNTY, a duly organized and existing county under the laws and constitution of the State of Idaho, ("Grantor"). WITNESSETH: That GRANTOR, for and in consideration of the sum of Seventy Five Thousand Seven Hundred and Fifty and no/lOO Dollars ($75,750.00), construction of a fire hydrant and the provision of free water for frrefighting purposes, provided to them by GRANTEE, the receipt whereof is acknowledged, does remise, release, and forever quitclaim unto GRANTEE, all that certain parcel of land lying and being in the County of Ada, State of Idaho, bounded and more particularly described in Exhibit "A" attached hereto and by this reference made a part hereof. Together with all and singular the tenements, hereditaments, and appurtenances thereto belonging or in any way appertaining, the reversion and reversions, remainder and remainders, rents, issues, and profits thereof. To have and to hold all and singular the premises together with the appurtenances, unto GRANTEE, and its assigns forever. QUITCLAIM DEED - PAGE I IN WITNESS WHEREOF, GRANTOR has executed this Quitclaim Deed on the date and year written above. Board of Ada County Commissioners By: Rick Yzaguirre, Chairman By: Judy M. Peavey-Derr, Commissioner By: Fred Tilman, Commissioner ATTEST: J. David Navarro, Ada County Clerk STATE OF IDAHO) ) ss. County of Ada ) On this day of , 2002, before me a notary public, personally appeared Rick Yzaguirre, Judy M. Peavey-Derr, and Fred Tilman, known or identified to me, to be the County Commissioners of Ada County, that executed the said instrument, and acknowledged to me that Ada County executed the same. Notary Public for Idaho Commission Expires QUITCLAIM DEED - PAGE 2 EXHmIT A DESCRIPTION FOR EAGLE WATER TANK SITE Section 2, Township 4 North, Range I East, Boise Meridian, Ada County, being more particularly described as follows: Commencing at the Quarter corner common to Sections 2 & 3, being monumented by a brass cap as shown on Record of Survey No. 3091, recorded as Instrument No. 95006284, records of Ada County; thence South 89040'28" East 400.00 feet along the North line of the Southwest Quarter, also being the North line of Agreement No. 6905, a lease agreement between Ada County and the City of Eagle for Ada-Eagle Sports Complex, to the POINT OF BEGINNING; thence leaving said North line South 30038'23" East 525.00 feet along the Easterly boundary line of said Lease Agreement No. 6905; thence North 59021 '37" East 209.78 feet, perpendicular to said Easterly line; thence North 00019'32" East 342.24 feet, perpendicular to said North line, to a point on the North line of said Southwest Quarter; thence along said North line North 89040'28" West 450.00 feet, to the POINT OF BEGINNING. QUITCLAIM DEED - EXHIBIT A