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HomeMy WebLinkAboutAgreementREAL ESTATE PURCHASE AND SALE AGREEMENT THIS REAL ESTATE PURCHASE AND SALE AGREEMENT, is made and entered into this O day of -No 0 . , 2005, is made between the Seller and Purchaser identified in Section 2 below for the Property defined in Section 3 below. Purchaser and Seller agree as follows: 1. Purchase and Sale. Purchaser shall purchase and Seller shall sell the Property under the terms and the conditions set forth in this Agreement. 2. Parties. The name, address and fax number of Seller, Purchaser and Purchaser's Agent, (if any): 2.1 Seller THE CITY OF MERIDIAN, an Idaho Municipal Corporation City Hall Office of the City Clerk 33 East Idaho Avenue Meridian, Idaho, 83642 (208) 888-4433 2.2 Purchaser Legal Name: "K,141 141 A;CW S o n Entity Type: 3-nd r L d "f- I Street Address: 7 F. Oars r. Town, State, Zip: M cr.,X Lf Contact Phone: og; a 8 8- 0 18 -5- 2.3 2.3 Purchaser's Agenti (if any) Name: Address: 3. Property. The Property consists of approximately .177 acres of real properly located in the City of Meridian, Ada County Idaho, legally described as Lot 63, Block 14, Thousand Springs Subdivision No. 5. r I n 4. Purchase Price. The Purchase Price is�(t� tu.sa... � t ' � � L�hbe& U.S. Dollars ($_ 3f00 - 00 ) REAL ESTATE PURCHASE AND SALE AGREEMENT Page 1 of 6 5. Payment of Purchase Price. The Purchase Price shall be paid all in cash at Closing, via cashier's check, wire transfer, or other immediately available funds. The Earnest Money shall be applied to Purchaser's payment of the Purchase Price. 6. Earnest Money. Concurrently with execution and delivery of this Agreement, Purchaser shall deposit with the City Clerk, a cashier's check or certified check payable to the First American Title in the amount of 10% of the Purchase Price as earnest money ("Earnest Money"). Upon Seller's execution of this Agreement, the City of Meridian shall promptly deliver the Earnest Money to the First American Title Insurance Company, which shall serve both as the escrow agent (in that capacity, "Closing Agent") and the title company (Title Company") for this transaction. The Earnest Money shall be applied towards payment of the Purchase Price at Closing. Upon mutual execution of this Agreement, the Earnest Money shall be non-refundable, except as otherwise expressly provided elsewhere in this agreement. 7. Title Matters. 7.1 Conveyance, Permitted Exceptions. At Closing, Seller shall deliver a warranty deed conveying title to the Property to Purchaser, subject only to Permitted Exceptions 1 through 19 identified in the First American Title Company Commitment Order Number NCS 196505-BOI dated October 12, 2005. 7.2 Policy. At Closing, Seller shall cause the Title Company to issue to Purchaser, at Purchaser's expense, a title policy for the Property, which shall be an ALTA standard coverage owner's policy of title insurance, insuring Purchaser in the amount of the Purchase Price against any loss or damage by reason of defects in title to the Property delivered at Closing, other than those arising out of the general exceptions customarily appearing in such policies or the Permitted Exceptions (Title Policy"). 7.3 Title Insurability. If title is not insurable at Closing in accordance with the provisions of this Agreement, Seller shall not be in default under this Agreement, unless Seller has intentionally failed or refused to deliver title; and Purchaser may elect to proceed to Closing despite such non -insurability or Purchaser may terminate this Agreement and receive the return of the Earnest Money, whereupon this Agreement shall terminate and all obligations of the parties shall cease. 8. Waiver of Contingencies: As Is Sale. 8.1 Waiver of Contingencies. By executing and delivering this Agreement, Purchaser represents and warrants to Seller that Purchaser has completed any and all investigations and due diligence review it requires in connection with entering into this Agreement and acquiring the Property pursuant thereto and Purchaser's obligations hereunder are not contingent upon any further review of investigation of the Property. Purchaser further acknowledges and agrees that its obligations hereunder are not contingent upon receiving or securing any financing, permits or authorizations of any nature. Any and all such contingencies are hereby waived by Purchaser. 8.2 Representations; Condition of Property. Purchaser acknowledges and agrees that Purchaser will be purchasing the Property on an AS IS, WHERE IS basis. Purchaser agrees that, other than the express warranties contained in Section REAL ESTATE PURCHASE AND SALE AGREEMENT Page 2 of 6 12 herein or in the Deed, Seller has made no representations, warranties or agreements of any kind or nature regarding the Property, express or implied, and Seller expressly disclaims any warranties or representations, whether express or implied, including any warranty of habitability, merchantability, or fitness for a particular purpose, including without limitation any of the following matters in any way related to or arising from: (1) the stability or suitability of the soil on the Property; (2) the presence or absence of any hazardous substances in, on, under or about the Property; (3) building, zoning, and all similar State and local laws) or other law, rule, ordinance or regulation restricting the use, renovation, repair, improvement, or occupancy of the Property for any purpose; (4) any defective condition of the Property; and Purchaser hereby releases, waives, and renounces any claim against Seller related to any or all of the matters discussed in this Section 8.2. As used in this Agreement, "hazardous substances" means any substance, chemical, waste or other material which is listed, defined or otherwise identified as "hazardous" or "toxic" under any federal, state, local or administrative agency ordinance or law. 9. Clo_ _ sing. Closing of the purchase and sale shall occur when the Deed has been delivered and recorded and the Purchase Price has been delivered to Seller or is available to Seller. Closing shall be conducted by Closing Agent in its Meridian offices. This Agreement, together with such other instructions as either party may submit that are consistent with this Agreement, shall be the escrow instructions to the Closing Agent. 9.1 Closing Date. Closing shall occur after the Effective Date on a date ("Closing Date") that is mutually convenient to parties, but in no event later than December 2, 2005 ("Outside Closing Date") 9.2 Deposits and Prorations. The parties shall each timely deposit with the Closing Agent all instruments, documents and moneys necessary to enable the purchase and sale to close in accordance herewith. Real estate taxes for the current year and assessments that are Permitted Exceptions for the current year shall be prorated as of the Closing Date. 9.3 Closing Costs to be paid by Purchaser. Purchaser shall pay all fees of the Closing Agent, all premiums for the Title Policy and any endorsements the cost of recording the deed, and any other closing costs. 9.4 Possession. Purchaser shall be entitled to possession of the Property as of Closing. 10. Representations and Warranties. Each of the parties to this Agreement make the following representations and warranties to the other party with respect to its own actions and affairs. 10.1 Existence Power and Authority. Seller is a Municipal Corporation of the State of Idaho and Seller is authorized to offer this property for sale pursuant to Idaho Code Title 50, Chapter 14 and City Ordinance. If Purchaser is a corporation, partnership or limited liability company, Purchaser warrants that it is validly in existence as such entity, with full power and authority as such entity to conduct its business as presently conducted. The execution of this Agreement by the undersigned signatory and performance of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of such entity. 10.2 Survival. Such representations and warranties are true as of the Effective REAL ESTATE PURCHASE AND SALE AGREEMENT Page 3 of 6 Date, shall be true as of and at the Closing, and shall survive Closing. 11. Default: Remedies. If either party fails to perform its obligations when due under this Agreement, such party shall be in default. 11.1 Purchaser's Failure to Close: Purchaser's Default. If Purchaser fails to purchase the Properly in accordance with its obligations under this Agreement, Seller's exclusive remedy for such failure shall be to terminate this Agreement and retain the Earnest Money, the parties agreeing that the damages that would be incurred by Seller in such event would be difficult or impossible to determine with precision and that the amount of the Earnest Money is reasonable in light of such difficulty or impossibility, the Purchase Price, and the nature of the Property. The foregoing shall not, however, limit any right of Seller to indemnification or defense provided in this Agreement, or the provisions of this Agreement providing for payment of attorneys' fees in the event of a dispute, or any of Seller's rights under applicable law in the event that Purchaser breaches any covenant or agreement, except for the covenant to close. 11.2 Seller's Failure to Close: Seller's Default. If Seller is in default, and as a result, this transaction fails to close, Purchaser may elect to terminate this Agreement and receive a refund of the Earnest Money, or pursue other remedies available at law. 12. General Provisions. 12.1 Entire Agreement. This Agreement is the sole, entire and exclusive agreement between Seller and Purchaser concerning (i) the purchase and sale of the Property, (ii) the condition of Property, and (iii) the suitability of the Property for Purchaser's intended uses. This Agreement supersedes and replaces any and all prior communications, representations and understanding, whether written or oral, in any way arising out of or in connection with the Property, including without limitation the bid catalog and other materials prepared and distributed by Seller and Seller's Agents in connection with the auction and other marketing efforts related to this Property. This Agreement may not be modified except by a written document signed by both Seller and Purchaser. 12.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns; provided, however that Purchaser will not prior to the Closing Date, assign, subcontract or otherwise transfer any interest without the prior written consent of Seller. 13. Notices. Notices and other communications under this Agreement shall be in writing and shall be effective when received by personal delivery to the other party, or received by certified mail, return receipt requested (which receipt shall be deemed to occur three days after mailing). 14. Time. Time is of the essence of this Agreement. 15. Date of Performance. If the date for any performance under this Agreement falls on a weekend or a holiday, the time for such performance shall extend to the next business day. 15.1 Further Acts. The parties shall execute such further documents and take such other further actions as may be reasonably necessary to carry out the intent and provisions of this Agreement. REAL ESTATE PURCHASE AND SALE AGREEMENT Page 4 of 6 15.2 Applicable law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Idaho. In any action arising under this Agreement, venue shall be in Ada County, Idaho. 16. Attome s' Fees. In any litigation or other proceeding arising out of this Agreement, the substantially prevailing party shall be entitled to an award of its reasonable attorneys' fees and other costs incurred therein, in the preparation therefore, and on any appeal thereof. 17. Counterpart Signatures. This Agreement may be signed in counterpart, each. signed counterpart shall be deemed an original, and all counterparts together shall constitute one and the same agreement. 18. Fax Transmission. This Agreement may be delivered by facsimile transmission. 19. Time for Acceptance of Offer. This Agreement is being submitted as a signed offer by Purchaser and shall expire and be of no further force and effect unless accepted by'`^ Seller by its signature below on or before 5:00 p.m., Prevailing Local Time, on theme 5eueAA business day following the execution of this agreement by Purchaser. If Seller has not executed this Agreement by the date specified in the preceding sentence, the City of Meridian shall promptly return the Earnest Money to Purchaser. BUY R CITY OF MERIDIAN MAYOR TAMMY de WEERD Attest: CITY CLERK REAL ESTATE PURCHASE AND SALE AGREEMENT Page 5 of 6 STATE OF IDAHO, ) ss: County of Ada, ) On this day ofDl/yL.l�z� , 2005, before me, the undersigned, a Notary Public in and for said State, personally appeared on behalf of -- known or identified to me to be the of said corporation, who executed the instrument on behalf of said corporation, and acknowledged to me that he executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Q +�•. (SEAL) COO' Notary Public for Idaho Residing at: Z%'�'L�r My Commission Expires: STATE OF IDAHO ) ss County of Ada ) On this day of , 2005, before me, a Notary Public, personally appeared Tammy de Weerd and William G. Berg, Jr., know or identified to me to be the Mayor and Clerk, respectively, of the City of Meridian, who executed the instrument or the person that executed the instrument of behalf of said City, and acknowledged to me that such City executed the same. (SEAL) Notary Public for Idaho Residing at: Commission expires: REAL ESTATE PURCHASE AND SALE AGREEMENT Page 6 of 6