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HomeMy WebLinkAbout942854 REAL ESTATE PURCHASE AGREEMENT (:00861 THIS AGREEMENT, made and entered into effective as of the 1st day of October 2008, executed on the date noted hereinafter, by and between LEWIS RANCH, a Wyoming general partnership, through its General Partners, Richard L. Lewis, Roland B. Lewis and Betty M. Des Rosiers, whose mailing address is Box 49, Kemmerer, Wyoming 83101 (hereinafter referred to as "Seller"), and GREEN RIVER LAND PARTNERS, LLC, a Wyoming limited liability company, whose mailing address is 480 West 1400 North,Suite 8104, Logan, Utah 84341 (hereinafter referred to as "Buyer"). WITNESSETH: Preliminary Statement Seller owns certain property located in Lincoln County, Wyoming, which is generally referred to as the "Smith Hollow Quarry," which property is hereinafter "1 described and is referred to as "Assets," "Property," or "Acquired Assets," , ,) \ I The parties have determined that is in (their mutual interest to effect a transaction whereby all of the property herein below described shall be transferred to Buyer in exchange for a cash payment, upon the terms and conditions set forth herein, and the Buyer delivering a Promissory Note and Mortgage securing the balance of the payment; NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter contained and the receipt and adequacy are hereby PJ:lnp. 1 nf 1 n to he legally bound, agree 8 S RECEIVED 10/14/2008 at 12:54 PM RECEIVING # 942854 BOOK: 706 PAGE: 861 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY conclusively acknowledged, the parties, intending follows; úOû862 Sale and Transfer of ProDertv I) ProDertv to be Transferred. Subject to the terms and conditions of this Agreement, Seller agrees to transfer, convey and deliver to Buyer, and Buyer agrees to acquire all of the Acquired Assets with the effective date of the transfer being November 1, 2008 (the "Closing Date"). Buyer does hereby acknowledge taking possession of the properly on October 1, 2008. 2) Assets to be Conveved from Seller to Buver. The assets to be Real property lying in Lincoln County, Wyoming described as follows: conveyed from Seller to Buyer hereunder are as follows: Beginning at the SE 1/16 corner of Section 18, T.21N., R.117W., Lincoln County, Wyoming where is found a 3" aluminum cap: thence N 00°03'39" E, 1050.01 feet to a point where is found a 2" aluminum cap; thence S 36°55'42" W, 887.11 feet to a point where is found a 2" aluminum cap set this survey; thence S 40°33'35" W, 750.00 feet to a point where is found a 2" aluminum cap set this survey; thence N 89°49'11" E, 329.96 feet to a point where is found a 2" aluminum cap; ,. thence continuing N 89°'49'11" E, 900.00 feet to the point of beginnina of this descriQtion .4~ e "¡'""ç;~ Z'4-e SZUI"U... t/ø lID..... t!JC..Ha.,...,....., ~u'1e.,...c.(),...,..-e.NYfI'1oc.....MJS /ð.~6'4.A-.,....e... t--e,- S" N I .....,.tt..~ -f~N' "c..~~D·1U is" -{or- ,M""~.J.J,itDAJ./ ,. I ~C1-~s.~ /~f'/~t" Said parcel contains 16.98 acres more or less. EXCEPTING AND, RESERVING unto Grantors, their successors and assigns, forever, all minerals and all mineral rights of every kind and character now known to exist or hereafter discovered, including, without limiting the generality of the foregoing, coal,oil and gas and rights thereto, together with the sole exclusive and perpetual right to explore for, remove and dispose of said minerals: provided, that the Seller hereby expressly acknowledges and agrees that notwithstanding any current or future decision. statute. rule or order of any applicable court or regulatory or legislative authority, fossils found on the Properly or the extraction of fossils from the Properly shall not now, nor at any P$:InA? nf 10 time in the future, be deemed to be as "minerals" or "mineral rights". ÖOû863 TOGETHER WITH all improvements, appurtenances, hereditaments and alt other things thereunto belonging or in anywise appertaining. SUBJECT, HOWEVER, to all easements, rights-of-ways, reservations, restrictions, conditions of record, and existing or future oil and gas and/or other mineral leases, or existing mining, mineral and other reservations, now of record, or otherwise affecting said lands; provided,Jhat the Seller hereby expressly acknowledges and agrees that notwithstanding any current or future decision, statute, rule or order of any applicable court or regulatory or legislative authority, fossils found on the Properly or the extraction of fossils from the Property shall not now, nor at any time in the future, be deemed to be as "minerals" or "mineral rights". 3) Purchase Price and Payment. In consideration and for the purchase of the Acquired Assets as above-described, Buyer agrees to pay Seller the sum of One Hundred Twenty Thousand Dollars ($120,000.00). The entire sum of One Hundred Twenty Thousand Dollars ($120,000.00) shall be payable pursuant to the terms of that certain Promissory Note, attached hereto as Exhibit "A" and by this reference made a part hereof. Said Promissory Note shall be secured by a, Mortgage, a copy of which is attached hereto marked Exhibit "B" and by this reference made a part hereof. 4) ReDresentations and Warranties bv Seller. Seller hereby represents and warrants to Buyer on the date hereof and on the Closing Date that (a) the execution, delivery and performance of this Agreement, the transactions and the related documents contemplated hereunder do not conflict with Seller's organization documents and are the valid and binding obligations of Seller, enforceable in accordance with their terms; (b) Seller owns the Property, free and clear of all encumbrances, except the encumbrances set forth in the title insurance policy issued in connection herewith; (c) copies all environmental and wetlands P~nF! ~ nf 10 I .I (:Oü864 studies if any known to the Seller with respect to the Property have been furnished to Buyer; (d) the present zoning of the property does not prohibit the mining of fossils thereon; (e) Seller has received no notice of special assessments or reassessments of the Property; (f) Seller has not entered into any other contracts for the sale of the Property, nor are there any rights of first refusal or options to purchase the Property or any other rights of others that might prevent the consummation of this Agreement; (g) Seller is not in default concerning any of its obligations or liabilities regarding the Property; (h) there is no action, litigation, investigation, condemnation or proceeding of any kind pending or to the best knowledge of Seller threatened against Seller or any portion of the Property. Breach of any of the above representations and warranties, whether such breach is discovered before or after the Closing Date, shall be actionable and entitle Buyer to void this Agreement. Except as herein expressly stated, Buyer is purchasing the Properly based upon its own investigation and inquiry and is not relying on any representation of Seller or other person and is agreeing to accept and purchase the Properly "as is, where is" subject to the conditions of examination herein set forth and the express warranties herein contained. Consummation of this Agreement by Buyer with knowledge of any such breach by Seller will not constitute a waiver or release by Buyer or any claims due to such breach. The Buyer does hereby acknowledge it has performed due diligence in the inspection of the property. Seller agrees to provide Buyer with title insurance in the amount of the purchase price showing good and marketable title, with title to be conveyed in the form of a standard Warranty Deed, the cost of said title insurance shall be split , I I PAnf~ ¡! nf 1 n equally between Seller and Buyer, ûOûS65 5) Insurance. Buyer shall be responsible from and after October 1, 2008 for carrying any insurance coverage that he desires for the operation of the above- described business and shall be responsible for the payment thereof. Seller shall be responsible for the risk of loss of the above-described property through September 30,2008. All risk of loss will transfer to Buyer on October 1, 2008. 6) Use of Name. Seller and Buyer agree that as part of the consideration, as provided for herein, Buyer shall own, from date of this Agreement, the name 'Smith Hollow Quarry" and the Seiler hereby relinquishes all right, elairn, title and interest in said name. 7) Business ODerations Permit. Buyer and Seller agree that it shall be Buyer's responsibility to obtain any license for the continued operation of the Smith Hollow Quarry or other legal and authorized businesses on the properly. 8) InsDection. Buyer acknowledges that it has fully inspected the above-described properly conveyed to them pursuant to this Agreement and does hereby acknowledge and agree that in accepting and purchasing the assets herein described in their present condition, as is, and whereas and with all faults 'and defects, excluding specifically any and all express and implied warranties, including the warranty of merchantability and the warranty of fitness for use for particular purpose, or any warranty relating to the contents of any fossil shale formations. Buyer further acknowledges that it has full opportunity to exercise due diligence in inspecting and review of the condition of properly being conveyed and there are no express or implied warranties as to the location or PAnA F\ nf 10 amount of fossils located in the property described hereinabove. ûOû866 9) Enforceability. The terms of this Agreement shall survive the closing and may be 'enforceable by either party in accordance with the terms of this Agreement by any means provided for by law and/or equity. 10) Warranty Deed. Seller shall deliver to Buyer upon execution of this Agreement a duly executed Warranty Deed conveying any and all interest in the property as above-described. 11) EXDenses. Parties agree that they shall each be responsible for their own legal costs and expenses incurred relating to this sale or any other professional costs incurred. 12) Miscellaneous Provisions. (a) This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties hereto, and any entities resulting from the reorganization, consolidation or merger or either party hereto. (b) The headings used in this Agreement are inserted for reference purposes only and shall not be deemed to limit or affect in any way the meaning or interpretation of any of the terms or provisions of this Agreement. (c) This Agreement constitutes the entire understanding and agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, representations or understandings between the parties relating to the subject matter hereof, (d) This Agreement may be signed upon any number of counterparts with the same effect if the signature to any counterpart were upon the same instrument. (e) Any waiver by either party hereto of any breach of any kind or character whatsoever by the other party, whether such waiver is direct or implied, shall not be construed as a continuing waiver of or consent to tiny subsequent breach of this Agreement on the part or the , other party. PRnFl R nf 1n 00û867 (t) The several rights and remedies of each of the parties under law shall be construed as cumulative and none of them shall be exclusive of or in lieu of limitation of any other right, remedy or priority allowed by law. (g) This Agreement may not be modified except by an instrument in writing signed by the parties hereto. (h) The parties agree that time is of the essence in the performance of all duties herein. (i) This Agreement shall be interpreted, construed and enforced according to the laws Of the State of Wyoming. (j) All exhibits to this Agreement shall be deemed part of this agreement and incorporated herein as if fully set forth herein. Failure to attach any exhibits shall not void this Agreement. (k) , The parties agree that in the event any action or Proceeding is brought by either party to enforce the obligations under this Agreement, the prevailing party shall be entitled to recover any reasonable attorney's fees, together with court and collection costs. (I) All terms and words used in this Agreement, regardless of the number and gender in which they are used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context or sense of this Agreement or any paragraph or clause herein may require, the same as if such words had been fully and properly written in the required number and gender. (m) All notices, demands, requests and other writings required or permitted to be given hereunder shall be deemed duly given if delivered or if mailed by registered or certified mail, postage prepaid, addressed to the following: If to Seller, to: Lewis Ranch PO Box 49 Kemmerer, WY 83101 If to Buyer, to: Green River Land Partners, LLC 480 West 1400 North, Suite B1 04 Logan, UT 84341 Either party shall have the right to specify' in writing in the manner above provided, P~nA 7 nf 1n ûOûSGB another address to which subsequent notices or writings to such party shall he given. Any notice given hereunder shall be deemed to have been given as of the date delivered or mailed. IN WITNESS WHEREOF, this Agreement has been executed in duplicate by the respective parties, the day and year noted herein. Dated: October 7 ' 2008. B~~ j)~ ¡flJ~~~ Ge I Partn BY~<~ General Partner /?1 /,u'uó:5()r;4-- STATEOF~ ) ~)SS. COUNTY OF ,) #eIJµé;(?1 This instrument was acknowledged before me on 2008 by Gregory Lace. ~ ~c..-.ß ð ~ General Partner ¡Y ð~1 WITNESS my hand and official seal. P~nA R nf 10 KAREN M. DAVIS NOTJ\RY PUBLIC-MINNESOTA My r:c'~lmISSlon Expires Jan. 31, 2011 My Commission Expires: OI-~/-ð<J1f Signature of Notarial Officer Notarv Public Title STATE OF ) )SS. COUNTY OF ) This instrument was acknowledged before me on ;cA/vv & by Doug Miller. WITNESS my hand and official seal. My Commission Expires: II Notarv Public Title P$:InA ~ of 10 ûOiì869 ,2008 MARGARET CHICORELLI Notary Public, State of New York Qualified in Otsego County 01 CH4982947 . Commission Expires ø -17'/ STATE OF (~N\..'I !\.Q) J C)ßS. COUNTY OF l L r'\ ~PJ.ff'.... ) This instrument was acknowledged before me on 0'* (Jl9.lA J4 cQOO§ 2008 by RiGhard L. Lewis, Roland B. Lewis and Betty M. Des Rosiers, General Partners of Lewis Ranch. 00\)870 WITNESS my hand and official seal. ';ptá"öM~-rt:ì0iAtt"f~, ~~o.ßy~ Signature of Notarial Officer--- COUNTY OF LINCOLN ':;.~~") ,~ ,~,!H . ,~'7 STATE OF WYOMING .. .r. ,_. .- ..~. ."- , My Commission Expires: ~ J t¿'~ QC()9 Notary Public Title Þ:::tnA 10 nf 10