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.
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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.
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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
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