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HomeMy WebLinkAbout889640 REOE VED _~¢o¢.~C/,~4,,,D LIt'lOOLt~/ COUNTY CLERK REAL ESTATE SALE o P Rk SE AGRE T p?i ?: O; T~S AG~RMRNT made and entered into tMs Z6~ day of Febma~, 2003, by and between ROSRAE~ A. MART~, P.O. Box 4286, Bedford, Wyo~ng 83112 (hereinafter referred to as the "Seller"), and ~TTHRW D. BA~RK P.O. Box 1496, Thayne, Wyo~ng 83127, and SHR~NR TRTON, P.O. Box 505, Thayne, Wyo~ng 83127 (hereina~er referred to as "Purchasers"). WITNESSETH That for and in consideration of the payments made and to be made, and the covenants made to be kept and performed, Seller agrees to sell to Purchasers, and Purchasers agree to purchase from Seller, the following described property located in Lincoln County, Wyoming, and more particularly described as follows, to-wit: A portion of the SW1/4 of Section 29, T34N, Rll8W, 6th P.M., located West from the Townsite of Bedford, Lincoln County, Wyoming, and being more particularly described as follows: Beginning 627.00 feet East S89°49'45"E from the Southwest Corner of said SW1/4, and running N0°08' 13"E, parallel with the West line of said SW1/4, 417.42 feet; thence S89°49'45"E 208.71 feet; thence S0°08' 13"W 417.42 feet to the South line of said SW1/4; thence N89°49'45"W, along said South line, 208.71 feet to the point of beginning, containing 2.000 acres of land. Subject to all easements of sight or of record, in particular the 82.5 foot-wide Strawberry Creek County Road No. 12-126A and utility easements of sight or record. Subject to all easements, exceptions, restrictions, reservations, and rights of way of sight or record. Said property hereinafter referred to as the "Property". 1. PURCHASE PRICE AND MANNER OF PAYMENTS. Purchaser shall pay consideration for the above-described Property a purchase price of the total sum of Thirty-Five REAL ESTATE SALE / PURCHASE AGREEMENT MARTIN / BARBER & TETON PAGE 1 OF 13 4 7'? Thousand Dollars ($35,000.00), lawful money of the United States of America, subject, however, to Seller providing merchantable title in accordance with the provisions of Paragraph 2 below. If merchantable title is provided, the total purchase Shall be paid as follows: a. The sum of Fif[een Thousand Dollars ($15,000.00) to be paid to Seller at closing; b. The balance of Twenty Thousand Dollars ($20,000.00) to be paid to Seller in monthly payments of ~Four Hundred Dollars ($400.00), beginning on April 1, 2003, and continuing thereafter for 59 months. Interest shall accrue on the unpaid balance at the rate of Five and One- Half Percent (5½ %) per annum until the balance is paid in full. Payments shall first be applied to the payment of interest and second to the reduction of principal. The final payment, on March 1, 2008, would be the remaining balance of principal and accrued interest, due and payable in full. Purchasers' payments shall be made to the Escrow Agent designated by the Escrow Agreement signed by Seller and Purchasers contemporaneously with this Agreement. Purchasers may prepay the purchase price without penalty. 2. MERCHANTABLE TITLE. Within ten (10) days from the date of this Agreement, Seller shall provide Purchasers with a commitment for title insurance from Land Title Company, Jackson, Wyoming, whereby Land Title Company, Inc. agrees, upon the recording of the deed to be executed and delivered by Seller at the completion of this Agreement, to insurance Purchasers' title to the Property in the amount of the purchase price, subject only to such encumbrances and exceptions as are customarily and regularly listed as exceptions in such form of title insurance policy ("merchantable title"). Seller shall be responsible for paying all fees for the purchase of the title insurance policy. If there are defects in title, Purchasers shall notify Seller in writing within five (5) days after receipt of the commitment for title insurance, and Seller shall, in good faith and with due diligence, proceed to cure such defects. If such defects in REAL ESTATE SALE / PURCHASE AGREEMENT MARTIN / BARBER & TETON PAGE 2 OF 13 478 title cannot be cured to establish merchantable title at closing, or within such period of time as Seller and Purchasers may agree to in writing, then this Agreement shall, in lis entirety, be null and void. 3. CLOSING. LUTHI & VOYLES, Thayne, Wyoming, shall be the agent for the closing of this property sale / purchase. Closing shall occur as soon as possible, but within thirty (30) days of the date of this Agreement, unless otherwise agreed in writing by the parties. If clOsing of the sale / purchase of the Property does not occur within that period, or such other period as Seller and Purchaser may agree to in writing, then this transaction is terminated; neither Seller nor Purchaser shall have any further obligation to the other concerning the sale / purchase of the Property. 4. CLOSING AND OTHER EXPENSES. All expenses associated with the closing of the sale / purchase of the Property, including attorney's fees, closing costs, and recording fees, shall be paid by Purchasers. Seller shall pay the cost of providing a title insurance policy insuring title to the Property. 5. POSSESSION. Purchasers may take possession of the Property immediately upon the closing of the sale / purchase of the Property. 6. TAXES AND ASSESSMENTS. All taxes and assessments shall be prorated between Seller and Purchasers for 2003, so that Seller shall be responsible for payment of all taxes and assessments in connection with the Property to the date of the closing of this sale / purchase, and Purchasers shall be responsible for payment of all such taxes and assessments for the remainder of the year. Purchasers agree that, as of the date of this Agreement, and during the term hereof, Purchasers shall pay all taxes and assessments, and other expenses of every kind REAL ESTATE SALE / PURCHASE AGREEMENT MARTIN / BARBER & TETON PAGE 3 OF 13 and nature that are, or become, due on the Property. Purchasers agree to provide Seller with proof o£payment of real estate taxes due on the Property during the term of this Agreement. 7. DEEDS IN ESCROW. At closing, a Warranty Deed from Seller, conveying the Property to Purchasers, will be delivered to the Escrow Agent designated by the Escrow Agreement signed by Seller and Purchasers contemporaneously with this Agreement. A Quitclaim Deed from Purchasers, conveying the real property to Seller, will likewise be delivered to the Escrow Agent. The deeds will be held in escrow and/or released from escrow pursuant to the terms of the Escrow Agreement. 8. PROPERTY PURCHASED AS IS. Purchasers warrant and agree that Purchasers have had full opportunity to inspect the Property, and accept the Property in its present condition and state of repair, without any representations, statements, or warranties, express or implied, with respect to the Property's condition from Seller except as herein expressly set forth. 9. NO UNDERLYING OBLIGATIONS. Seller represents that there presently exist no obligations against the Property. 10. SELLER'S REPRESENTATIONS AND WARRANT, S. Seller represents and warrants that: a. Seller has complete authority to enter into this Agreement; b. Seller has paid all taxes, assessments, and penalties due and payable fro the Property; c. Seller has good and marketable title to the Property, and will transfer the Property free and clear of all encumbrances; d. Seller has complied with, and is not in violation of applicable Federal, state and local statutes, laws, and regulations relating to the Property; and REAL ESTATE SALE / PURCHASE AGREEMENT MARTIN / BARBER & TETON PAGE 4 OF 13 48O e. to the best knowledge of Seller, there are no suits, actions, claims, or proceedings, governmental or legal, pending, or t~eatened against or affecting the Property. 11. NO FUTURE OBLIGATIONS. Seller agrees that Seller will incur no further obligations against the Property during the term of this Agreement. 12. 12qSURANCE. During the term of this Agreement, Purchasers shall keep the Property and any insurable buildings and improvements erected thereon fully insured with an insurance company licensed in the State of Wyoming in an amount not less than the balance due on this Agreement. Purchasers shall add Seller's name as an additional insured on the policy, shall provide Seller a copy of the policy, and shall also prOvide Seller with copies of annual policy renewals during the term of this Agreement. 13. SELLER'S RIGHT TO PROCURE. 'If Purchasers fail or neglect to pay any taxes, assessments, or other expenses, including but not limited to insurance premiums as required herein, when due, Seller, at Seller's option, shall have the right to make such payments and to add the amount of such payments, together with interest at the rate of Eighteen Percent (18%) per annum until paid, to the amount owed by Purchasers under this Agreement. Seller's right to make such payment shall not be deemed to be, in any manner, an obligation, but only an option, and Seller may opt to treat such failure on the part of Purchasers as a default under this Agreement. 14. of Seller, PURCHASERS' RIGHT TO PROCURE. If, as a result of the actions or neglect any liens or encumbrances hereafter accrue against the Property, Purchasers, at Purchasers' option, shall have the right to pay and discharge such liens or encumbrances. If Purchasers elect to do so, then Purchasers shall be credited with the amount of such payment or discharge against the amount owed by Purchasers under this Agreement, and, again at the option REAL ESTATE SALE / PURCHASE AGREEMENT MARTIN / BARBER & TETON PAGE 5 OF 13 of the Purchasers, such Payment or discharge may suspend Purchasers' payments due hereunder equal to any such sum advanced for payment or discharge. 15. MAINTENANCE OF THE PROPERTY. During the term of this Agreement, Purchasers agree to maintain the Property in good repair, and shall take such care of the Property as a prudent owner would do, committing no waste thereon. 16. LIENS AND ENCUMBRANCES. During the term of this Agreement, Purchasers shall not allow any liens or encumbrances of any form or nature to attach to the Property that are or may be superior to Seller. 17. DEFAULT BY THE PURCHASERS. Seller shall have the right to declare Purchasers in default and to proceed pursuant to Paragraph 18 if Purchasers: (a) fail to make any payment required in this Agreement at the time it is due; (b) fail to fulfill any one or more of the terms and conditions of this Agreement; or (c) or either of them, file a petition for bankruptcy. 18. REMEDIES OF THE SELLER. In the event of Purchasers' default, Seller shall provide notice of default to the Purchasers, whereupon Purchasers shall have the right to cure such default within thirty (30) days. If Purchasers fail to cure such default within thirty (30) days, Seller shall have the following remedies: (a) Seller may declare this Agreement terminated. Upon such declaration, Seller shall be released from all obligations under this Agreement to convey the Property. All payments received by Seller to date of such declaration shall be forfeited by Purchasers as liquidated damages for the nonperformance of this Agreement. All right, title and interest in and to the Property shall fully vest in Seller, and Purchasers shall forthwith surrender to Seller peaceable possession of the Property. All improvements and additions appurtenant to the Property made by Purchasers shall remain and become the property of Seller. REAL ESTATE SALE / PURCHASE AGREEMENT MARTIN / BARBER & TETON PAGE 6 OF 13 482 (b) Seller may declare the entire unpaid balance at once become due and payable. In the event of such acceleration of the unpaid balance, Purchasers shall have not less than thirty (30) days to pay the entire unpaid balance. If, after thirty (30) days, Purchasers fail to make the - accelerated payment of the unpaid balance, then all right, title and interest in and to the Property agreed to be sold, conveyed, and delivered, shall fully vest in Seller, and Purchasers shall forthwith surrender to Seller peaceable possession of the Property. At such time, Seller shall have the right to retain all amounts thereto fore paid by Purchasers.to Seller as rental for the Property. Purchasers and Seller agree that such rental amount paid, as specified herein, will be a reasonable estimate of damages, and such amount is not intended to be a penalty. All improvements and additions appurtenant to the Property made by Purchasers shall remain and become the property of Seller. (c) Seller may bring suit and seek to recover judgment for all delinquent payments due under this Agreement, including court costs and attorney's fees. Use of this remedy on one or more occasions shall not prevent Seller, at Seller's option, from resorting to the other remedies provided herein in the event of a subsequent default. In no event shall Purchasers' liability to Seller or other entities who claim by, through, or under Seller, include any special, indirect, incidental, or consequential losses or damages, or any other liability of any kind not expressly stated herein. 19. APPOINTMENT OF A RECEIVER. In the event of Purchasers' default, or in the event that Purchasers enter either voluntary or involuntary bankruptcy proceedings, or in the event that Purchasers and Seller become involved in litigation over this Agreement, Seller, upon the filing of an appropriate complaint or petition, shall immediately be entitled to the appointment of a receiver to take possession of the Property, to collect the rents, issues, and REAL ESTATE SALE / PURCHASE AGREEMENT MARTIN / BARBER & TETON PAGE 7 OF 13 483 profits therefrom, the same pursuant to order of a court. 20. Agreement, and to apply the same to the payments due under this Agreement, or to hold AFFIDAVIT OF FORFEITURE. In the event of Purchasers' default under this and Purchasers' forfeiture of interests in the Property, as provided herein, an Affidavit, by Seller or Seller's agent, showing such default and forfeiture, recorded in the Lincoln County, Wyoming Clerk's Office, shall be conclusive proof, in favOr of any subsequent bona fide purchaser or encumbrancer for value, of such default and forfeiture. Purchasers hereby irrevocably authorizes Seller or Seller's agent to declare and record such default and forfeiture Affidavit, and agrees to be bound by such declaration as Purchasers' act and deed. 21. WAIVER. It is agreed that the failure of the Seller to enforce the strict performance of the terms and conditions of this Agreement or the prompt payment of the installments herein agreed upon shall not constitute or be construed to be a waiver or relinquishment of the Seller's right under this Agreement to enforce any terms, conditions, or payments. It is agreed that all provisions of this Agreement are continuing ones, and shall be in full force and effect, and are not waived by reason of any leniency which may have been granted or extended by the Seller on account of prior default in performance of the terms and conditions herein, or in the making of payments required herein. 22. ASSIGNMENT BY PURCHASERS. Purchasers may sell, transfer, or assign, or may contract to sell, transfer, or assign, all or any portion of Purchasers' interest in this Agreement or the Property subject to the following provisions: If all or any part of this Agreement, or the Property, or any interest therein, is sold, transferred, or assigned by Purchasers, or if Purchasers contracts to sell, transfer, or assign all or any portion of this Agreement, or the Property, or any interest therein, without Seller's prior written consent, Seller REAL ESTATE SALE / PURCHASE AGREEMENT MARTIN / BARBER & TETON PAGE 8 OF 13 may, at Seller's election, declare all sums owing under this Agreement to be immediately due and payable, notwithstanding anything contained herein to the contrary. If Seller elects to declare all sums owing due and payable, Seller shall mail to Purchasers notice of the declaration, and such notice shall provide a period of not less than thirty (30) days within which Purchasers may pay the sum declared due. If Purchasers fail to pay such sum after the expiration of such period, Seller may invoke the remedies provided in Paragraph 18 herein. No assignment, transfer, or conveyance by Purchasers shall create an obligation on 'the part of Seller until a duplicate copy of the assignment, transfer, or conveyance document, duly witnessed, along with the residence address of the assignee, transferee, or buyer, has been delivered to Seller. Such notice to Seller and acceptance of the assignment, transfer, or conveyance by Seller in writing, or Seller's acceptance of payment made by the assignee, transferee, or buyer, shall constitute acceptance of the assignment, transfer, or conveyance, and shall create privity of contract between Seller and the assignee, transferee, or buyer, and shall enable Seller to maintain any suit or action for payment, specific performance, deficiency, or summary proceedings for possession against the assignee, transferee, or buyer. Seller shall not unreasonably withhold acceptance of an assignment, transfer, or conveyance, or acceptance of payment pursuant to this Paragraph. 23. ATTORNEY'S FEES. Purchasers and Seller agree that should any litigation be cormnenced between Purchasers and Seller concerning the Property, this Agreement, or the rights and/or duties of either in relation thereto, the party, either Purchasers or Seller, prevailing in such litigation shall be entitled to a reasonable sum for attorney's fees as determined by the court in such litigation or in a separate action brought for that purpose. REAL ESTATE SALE / PURCHASE AGREEMENT MARTIN / BARBER & TETON PAGE 9 OF 13 24. NOTICES~ DEMANDS~ OR REQUESTS. Except when otherwise required by law, all notices, demands, or requests pursuant to this Agreement shall be in writing, and until otherwise specified in a written notice, shall be sent to the parties at the following addresses: SELLER PURCHASERS Rosealie A. Martin Matthew D. Barber P.O. Box 4286 P.O. Box 1496 Bedford, Wyoming 83112 Thayne, Wyoming 83127 Sherene Teton P.O. Box 505 Thayne, Wyoming 83127. Each notice, demand, or request shall be deemed to have been properly served for all purposes if personally delivered, or if deposited into the United States Postal Service, via certified mail, return receipt requested, to the addresses set forth above. Each notice, demand, or request shall be deemed to have been received by the addressee on the date delivered, if personally delivered, or five business days after mailing in the United States Postal Service. Any notice, demand, or request from Seller to Purchasers shall be sent to both Purchasers. 25. ENTIRE AGREEMENT. This written Agreement is the only and entire contract covering the subject matter herein. No other representations have been made either by Seller or Purchasers, and each has fully read and understood each condition herein stated. No change, alteration, or modification of this Agreement shall be valid unless the same shall have been made or specified in writing and signed by Seller and Purchasers. 26. BINDING EFFECT. This Agreement shall apply to and bind the heirs, executors, administrators, successors, and assigns of both Seller and Purchasers. REAL ESTATE SALE / PURCHASE AGREEMENT MARTIN / BARBER & TETON PAGE 10 OF 13 27. SEVERABILITY. If a court of competent jurisdiction declares any part of this Agreement invalid, such judgment shall not affect the remainder of this Agreement, and the remainder of the Agreement shall be in full force and effect. 28. APPLICABLE LAW. The laws of the State of Wyoming shall govern this Agreement. 29. TIME IS OF THE ESSENCE. Time is of the essence in this Agreement. 30. FACSIMILE SIGNATURES. Facsimile signatures on this Agreement shall be considered binding. 31. LEGAL REPRESENTATION. Seller hereby agrees that Seller is not relying on Purchasers' attorney to look after Seller's interests. It is further represented that Seller has either consulted with an attorney or has decided not to consult with an attorney regarding this Agreement and is relying on Seller's own knowledge or judgment and understanding. 32. EXPIRATION. If, by 5:00 p.m. Mountain Standard Time, on Friday, February 28, 2003, this Agreement is not fully executed by Seller and Purchasers, then this Agreement shall be null and void. IN WITNESS WHEREOF, Seller and Purchasers have executed this Agreement the day and year first written above. SELLER: ROSEALI]E A. MARTIN · REAL ESTATE SALE / PURCHASE AGREEMENT MARTIN / BARBER & TETON PAGE 11 OF 13 '. i PURCHASERS: 487 MA~TTHE~.. BARBER SHERENE TE T O-~ STATE OF WYOMING ) )ss. COUNTY OF LINCOLN ) ACKNOLWEDGED before 2003. me by Rosealie A. Martin this day of February, WITNESS my hand and official seal. My Com.rnission expires: 0"1/If' /0.3 STATE OF WYOMING ) ) SS. COUNTY OF LINCOLN ) ACKNOLWEDGED before me by Matthew D. Barber this 2003. day of February, WITNESS my hand and official seal. C.o. unty of ~ _ State of My Commission Expires July 16, 2003 REAL ESTATE SALE / PURCHASE AGREEMENT MARTIN / BARBER & TETON PAGE 12 OF 13 STATE OF WYOMING ) ) SS. COUNTY OF LINCOLN ) ACKNOLWEDGED before me by Sherene Teton this 2q~ day of February, 2003. WITNESS my hand and official seal. lqOTAR' My Commission expires: REAL ESTATE SALE / PURCHASE AGREEMENT MARTIN / BARBER & TETON PAGE 13 OF 13