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HomeMy Public PortalAbout2018.09.27 Real Estate Sale & Purchase Agreement - Cory WalkerREAL ESTATE SALE AND PURCHASE AGREEMENT THIS REAL ESTATE SALE AND PURCHASE AGREEMENT ("Agreement") is made and entered into this _28th_ day of _September , 2018, by and between _Cory Walker hereinafter collectively referred to as "Seller," and THE CITY OF McCALL, IDAHO, hereinafter referred to as "Buyer." In consideration of the agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: 1. THE PROPERTY: Seller agrees to sell to Buyer on performance of all of the agreements and covenants of Buyer at the time and in the manner hereinafter specified, and convey or cause to be conveyed by the legal owner or owners thereof by good and sufficient Warranty Deed, free of all liens and encumbrances excepting any that may have attached by reason of any act, deed or omission of said Buyer, and excepting any lien to which this Agreement is expressly made subject, the following described real property in Valley County, Idaho, to -wit: See Exhibit A attached hereto and, by this reference, incorporated herein as if set forth in full, and including all mineral rights located thereon or appurtenant thereto (hereinafter the "Property" or the "premises"). 2. PURCHASE PRICE FOR PROPERTY; PAYMENT: The total purchase price for the Property, is $3,182.00, which amount shall be paid to Seller in cash at Closing. 3. NO WARRANTIES: Buyer accepts the Property in the condition the same are now in. There are no verbal or implied promises, agreements, stipulations, representations or warranties of any character whatsoever, except those set forth in writing in this agreement, and Buyer in entering into this agreement is relying wholly upon Buyer's own inspection and judgment. Buyer agrees that Buyer has ascertained, from sources other than Seller, the applicable zoning, building, housing and other regulatory ordinances and laws and that Buyer accepts the Property with full awareness of these ordinances and laws as they may affect the present use or any intended future use of the Property, and Seller has made no representations with respect. 4. POSSESSION AND CLOSING; TAXES AND ASSESSMENTS; CLOSING COSTS: The Seller shall deliver and surrender possession of the Property to Buyer at the closing of this transaction which shall take place at the offices of First American Title Company, 616 North 3rd Street, Suite 101, McCall, ID 83638 on or before the _1 Sth day of October 2018 (the "Closing" or "date of closing"). All taxes and water assessments on the Property, including delinquent taxes and assessments, shall be paid by the Buyer in addition to the purchase price. The Buyer shall pay the premium for an owner's standard title insurance policy in addition to REAL ESTATE SALE AND PURCHASE AGREEMENT - 1 the purchase price. All closing costs including the Closing Agent's fee, all recording fees and all other fees necessitated by the closing will be paid by Buyer in addition to the purchase price. 5. 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. 9. TITLE INSURANCE COMMITMENT AND TITLE: 9.1. Within five days after the execution of this Agreement, Buyer shall obtain and 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. 9.2. 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 forth in the Commitment, Buyer shall notify Seller within the ten day time period. 9.3. 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. 9.4. 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; (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. 9.5. 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. 10. 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 any policy of insurance carried by or for the benefit of Seller covering any loss or damage of Property. REAL ESTATE SALE AND PURCHASE AGREEMENT - 2 11. CONTINGENCIES: This Agreement and the sale and purchase contemplated hereby are specifically contingent upon the following: 11.1. Seller has good and marketable title to the Property; 11.2. 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; 11.3. That there are no material (patent or latent) defects in the Property. 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. 12. Seller's Representations. As of the date of Closing on the Property Seller represents as follows: 12.1. No Leases currently cover the Property and Buyer will be entitled to possession of the Property at Closing; 13. DEFAULT: Time is of the essence of this Agreement. If either party defaults hereunder, the aggrieved party may seek specific performance of this Agreement, damages or rescission, and any other remedies available to them in law or equity. 14. ATTORNEY'S FEES: 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 attorney's fees. 15. 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 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. There shall be no assignment of this Agreement without the prior, written consent of Seller. 16. 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. REAL ESTATE SALE AND PURCHASE AGREEMENT - 3 17. 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. 18. REPRESENTATION: This Agreement is prepared by the attorney representing the Buyer. The parties acknowledge, declare and agree that the terms of this Agreement have been read by them and, in Seller's case reviewed with legal counsel or Seller has had the opportunity to review this Agreement with legal counsel and has waived Seller's right to do so, and the terms are fully understood and voluntarily accepted by Seller. Seller acknowledges that Seller has received no legal or tax advice from Buyer's attorney and is not relying upon Buyer's attorney for any legal or tax advice. Seller has independently sought the advice of a tax specialist, or has waived Seller's right to do so regarding any tax ramifications which may be created by Seller's execution of this Agreement. 19. LEGAL FEES AND COSTS: Each party to this Agreement shall bear their own attorney fees and costs incurred in this matter. 20. EXPIRATION OF AGREEMENT: This Agreement shall be null and void if not executed by the Parties hereto on or before _September 28_, 2018, unless otherwise agreed in writing. SELLER: BUYER: THE CITY OF McCALL, IDAHO COUft03201, cT-II-IS ayor Attest: ity Cler ja\W:\Work\M\McCall, City of 21684\Public Works .003\RESPA Deinhard parcel tax sale.doc REAL ESTATE SALE AND PURCHASE AGREEMENT - 4