HomeMy WebLinkAboutPurchase.Earnest Money AgreemntREAL ESTATE PURCHASE
& EARNEST MONEY AGREEMENT - 1
REAL ESTATE PURCHASE
AND EARNEST MONEY AGREEMENT
THIS REAL ESTATE PURCHASE AND EARNEST MONEY
AGREEMENT (Agreement) is made and entered into this day of
______________, 2002, by and between
_____________________________________________________________________
(Seller), and THE CITY OF MERIDIAN, IDAHO (Buyer) to purchase approximately 18.00
acres of real property situated in Ada County, Idaho, and all appurtenances thereto, including
any wells and well rights, and other improvements located thereon, and including all mineral
rights, and all Water Rights located thereon or appurtenant thereto. The Property is legally
described on Exhibit A which is attached hereto and made a part hereof (hereinafter as the
Property), and is subject to an encroachment agreement with neighboring property on the
western boundary.
For purposes of this Agreement, the term Water Rights means any and all
rights to use ground or surface water on the Property, whether evidenced by any permit,
license, transfer, order, exchange, claim, decree or otherwise, or pursuant to any lease or
other agreement.
1. Earnest Money. Upon acceptance of this agreement by Seller, Buyer
will issue a check in the sum of $1,000.00 in favor of Seller and deposit the same with the
Closing Agent.
2. Purchase Price for Property; Payment. The total purchase price for the
Property, is $270,000.00, which amount shall be paid to Seller in cash at Closing.
3. Prorations; Closing Costs. Taxes and water assessments for the year in
which this transaction closes shall be prorated as of Closing. The Seller shall pay the
premium for the owners standard title insurance policy and one-half of the Closing Agents
fee. Buyer shall pay the cost of recording the warranty deed and one-half of the Closing
Agents escrow fee.
4. Conveyance of Title. On Closing, Seller shall execute and deliver to
Buyer a Warranty Deed conveying good and marketable title to Buyer in the Property free
and clear of any defects or encumbrances except for those restrictions and easements of
record approved by Buyer, and those other encumbrances or defects approved by Buyer (the
Permitted Exceptions).
4.1. Seller agrees to convey to the Buyer by Warranty deed, at Closing,
free and clear of any encumbrances or liens, all water and Water Rights, ditches and ditch
REAL ESTATE PURCHASE
& EARNEST MONEY AGREEMENT - 2
rights, including the right to delivery of storage water which may be appurtenant, in whole or
in part, to the Property, together with all mineral rights, if any.
4.2. Seller agrees to assign to the Buyer at Closing, free and clear of
any encumbrances or liens, all Water Right claims, shares, certificates, licenses, permits or
applications for Water Rights, and any and all of Seller’s rights or interest in any
groundwater recharge or similar program appurtenant to or otherwise benefiting the Property.
5. Title Insurance Commitment and Title.
5.1. Within five days after the execution of this Agreement, Buyer
shall obtain a preliminary commitment for title insurance (the Commitment), including
copies of all exceptions referred to therein, issued by the Closing Agent, committing to
insure the Buyer’s interest in the Property in the amount of the purchase price.
5.2. Buyer shall have ten days after receipt of the Commitment within
which to approve or disapprove the Commitment. If Buyer disapproves of any exceptions to
title set for in the Commitment, Buyer shall notify Seller within the ten day time period.
5.3. Seller shall have until Closing to obtain the removal of any
exceptions to title disapproved of by Buyer and Seller reserves the right to remove any
exceptions to title out of those funds deposited into escrow at Closing.
5.4. If Seller does not obtain the removal of the disapproved
exceptions within the period provided above, Buyer must either (i) terminate this Agreement
and neither party shall have any further rights or obligations under this Agreement, except as
to those conditions which survive this Agreement, and Buyer shall be entitled to a return of
their Earnest Money; (ii) deduct the cost of removing such exceptions from the purchase
price; or (iii) waive the removal of the disapproved exceptions from title and close the
transaction in accordance with this Agreement.
5.5. If any exceptions to title arise prior to Closing which have not
previously been disclosed to Buyer, Seller shall cause the same to be removed prior to
Closing and failure by Seller to do so shall be a default hereunder and entitle Buyer to all of
the remedies provided herein for a default of this Agreement.
6. Risk of Loss; Insurance. Risk of loss or damage to the Property shall
be borne by Seller until the Closing date. In the event of material loss of or damage to the
Property prior to Closing, Seller shall not be obligated to restore the Property nor pay
damages to Buyer by reason of such loss or damage, and Buyer may terminate this
Agreement by giving notice of such termination to Seller, and such termination shall be
effective thereafter. Provided, however, that Buyer may elect to purchase the Property in the
condition existing on Closing, and at Closing, Seller shall assign to Buyer all the proceeds of
REAL ESTATE PURCHASE
& EARNEST MONEY AGREEMENT - 3
any policy of insurance carried by or for the benefit of Seller covering any loss or damage of
Property.
7. Contingencies. This Agreement and the sale and purchase
contemplated hereby are specifically contingent upon the following:
7.1. Seller’s obtaining prior to Closing, at Seller’s own cost and
expense, an appraisal stating that the Property is valued at $378,000.00 or more;
7.2. There exists legal access (easements, agreements, or licenses)
necessary to divert and deliver the Water Rights to the Property;
7.3. There exists legal, recorded access to each parcel of the
Property;
7.4. Seller has good and marketable title to the Property;
7.5. Neither the Property nor the sale thereof violates any applicable
statute ordinance or regulation, nor court order or any governmental authority or agency,
pertaining to the Property or the use, occupancy or condition thereof. The Property is not
subject to any federal, state, or local ordinances, regulations or administrative authority that
would otherwise limit its use for the purposes intended by Buyer;
7.6. That there are no material (patent or latent) defects in the
Property;
7.7. No fences or structures of any kind encroach on the Property,
nor do any structures or fences of Seller encroach on adjacent properties, save and except for
that certain encroachment agreement with neighboring property on the western boundary as
hereinabove set forth;
7.8. There is sufficient water supply and Water Rights to irrigate the
Property;
7.9. Conduct a survey of the Property, if Buyer so chooses at
Buyer’s own expense.
Seller agrees to allow agents of the Buyer on the Property at reasonable times
to assist with Buyer’s inspection. Seller shall cooperate with Buyer and confirm when
requested, and if possible, the accuracy of information relied upon by Buyer in Buyer’s
investigation of the Property, including information regarding the history and use of the
Property.
REAL ESTATE PURCHASE
& EARNEST MONEY AGREEMENT - 4
If any of the above contingencies have not been met by the Closing of this
transaction, Buyer may, at Buyer’s option, waive the contingency not met or Buyer may
terminate this Agreement and shall be entitled to a return of the Earnest Money Deposit.
8. Seller’s Representations. As of the date of Closing on the Property
Seller represents as follows:
8.1. No Leases currently cover the Property and Buyer will be
entitled to possession of the Property at Closing;
8.2. There are currently no underground storage tanks located on the
Property. There are no hazardous materials present in on or under the Property and the
Property has not been used for the storage of disposal of any hazardous materials, except for
gasoline, diesel, pesticides and fertilizer utilized in farming operations conducted on the
Property. Seller has received no notice (nor is Seller aware of any notice) from any
governmental authority concerning the release of any Hazardous Materials in, on, under or
adjacent to the Property.
9. Closing Date; Closing Agent; Possession. Closing shall occur on or
before December 20, 2002 (Closing) at the offices of Alliance Title, Meridian, Idaho (the
“Closing Agent”). Buyer shall be entitled to possession of the Property at Closing. If this
transaction does not close by the Closing date through no fault of the Buyer or by the mutual
agreement of both parties, and the parties have not agreed, in writing, to extend the Closing
date, this contract shall terminate and will be null and void and Buyer shall be entitled to a
return of the full Earnest Money Deposit; if this transaction does not close by the Closing
date through no fault of the Seller, and the parties have not agreed, in writing, to extend the
Closing date, this contract shall terminate and will be null and void and Buyer shall forfeit
the Earnest Money to Seller, net of expenses, as liquidated damages.
10. Default. Time is of the essence of this Agreement. If Seller defaults
hereunder for any reason other than a failure to close, Buyer may seek specific performance
of this Agreement, damages or rescission, the return of the Earnest Money Deposit, and any
other remedies available to Buyer in law or equity. If Buyer defaults hereunder for any
reason other than a failure to close, Seller, as its sole remedy, shall retain the Earnest Money
Deposit net of expenses. The remedies for a default by either party caused by a failure to
close will be resolved pursuant to paragraph 9, above. In any suit, action or appeal
therefrom, to enforce this Agreement or any term or provision hereof, or to interpret this
Agreement, the prevailing party shall be entitled to recover its costs incurred therein,
including reasonable attorneys’ fees.
11. General. This is the entire agreement of Buyer and Seller with respect
to the matters covered hereby. This Agreement may be modified only in writing, signed by
Buyer and Seller. Any waivers hereunder must be in writing. This Agreement shall be
REAL ESTATE PURCHASE
& EARNEST MONEY AGREEMENT - 5
governed by Idaho law. This Agreement shall inure to the benefit of and bind the heirs,
personal representatives, successors and assigns of the parties hereto. The invalidity or
unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision hereof.
12. Commissions. Any commissions due in connection with this
transaction shall be paid by Seller.
13. Additional Instruments and Assistance. Each party hereto shall from
time to time execute and deliver such further instruments, provide additional information and
render such further assistance as the other party or its counsel may reasonably request in
order to complete and/or perfect the transactions described or contemplated herein.
14. Survival. The terms, covenants, representations and warranties in this
Agreement shall not merge in the deed(s) of conveyance or the termination of this
Agreement.
Signed effective the date first set forth above.
Seller
THE CITY OF MERIDIAN, IDAHO
By:
Attest:
“Buyer”
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