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REAL ESTATE PURCHASE AND SALE AGREEMENT This Agreement made and entered into this /Y rJ, day of J11 1994 by and between the CITY OF MOSCOW, a municipal corporation of the 0tate of Idaho (BUYER) and THE WASHINGTON WATER POWER COMPANY, a Washington corporation (SELLER) for the purchase and sale of certain real property, together with improvements located thereon (the PREMISES), located in the County of Latah , State ofldaho, and is legally described as follows: All of Lot Fourteen ( 14 Block One ( Dr. Taylor's Addition to the City of Moscow, County of Latah, State of Idaho, as shown by the recorded plat thereof: subject to easements, restrictions and covenants of record. I. PURCHASE PRICE. The total purchase price (PURCHASE PRICE) is FORTY TWO THOUSAND FIVE HUNDRED DOLLARS ($42,500.00), including the earnest money, and FIVE parking permits issued in favor of GRANTOR for a two year period, payable as follows: $2,000.00 earnest money to be applied to the purchase price at closing, the receipt of which is hereby acknowledged by Seller. $40,500.00 cash and 5 parking permits in favor of GRANTOR for a period of two years, payable at closing. 2. TITLE. At CLOSING, SELLER shall deliver to BUYER a warranty deed to the PREMISES conveying to BUYER good and marketable title to the PREMISES free and clear of all liens, encumbrances or defects and such other documents as are reasonably required to complete the closing pursuant to this agreement. 3. TITLE INSURANCE. Within five days of the execution of this agreement, SELLER shall furnish to BUYER, at SELLER's expense, a preliminary commitment for an owner's policy of title insurance from Latah Title Company (the TITLE REPORT) showing the condition of SELLER's titie to the PREMISES, together with legible copies of ail instruments which appear as conditions or exceptions to title. Within three days of the receipt of the TITLE REPORT, BUYER shall give written notice to SELLER of any deficiency or title exceptions, covenants, conditions, or restrictions disclosed therein to which BUYER objects, and SELLER shall use best efforts to cure such deficiency or title exceptions, covenant, condition or restriction prior to CLOSING. If, after using SELLER's best efforts, SELLER is unable to cure or remove any deficiency or title exceptions, covenants, conditions or restrictions which are unacceptable to BUYER, then BUYER may elect to terminate this agreement or waive its objections to any such matter, and proceed to CLOSING. Any such matter of title to which BUYER has either not objected or to which BUYER has waived any previously made objection shall become a permitted exception for purposes of this agreement. At CLOSING, and at SELLER's expense, SELLER shall furnish a final title policy pursuant to the title report in the amount of the purchase price insuring BUYER's title, with and subject to no exceptions other than the permitted exceptions. REAL EST ATE PURCHASE AND SALE AGREEMENT PAGE 1 94-63 ---PAGE BREAK--- 4. CLOSING OF SALE. This sale shall be closed (CLOSING) on or before September 30, 1994, at the offices of Latah Title Company (the CLOSING AGENT). BUYER and SELLER will, immediately on demand, deposit with CLOSING AGENT all instruments and moneys required to complete the purchase in accordance with this agreement. CLOSING means the date on which all documents are recorded and the sale proceeds are available to SELLER. SELLER is not relying on CLOSING AGENT, but may have all documents prepared by CLOSING AGENT reviewed prior to CLOSING by counsel of SELLER's choosing. 5. CLOSING COSTS. SELLER and BUYER shall each pay one-half of CLOSING AGENT's fee for preparation of the closing documents required to close this transaction. Taxes for the current year and utilities shall be pro rated as of CLOSING. Any applicable excise taxes and the premium for title insurance shall be paid by SELLER. BUYER to pay recording cost of warranty deed. 6. RIGHT TO ENTER UPON LAND. SELLER grants to BUYER, its assigns, employees, agents and representatives, the right, at all reasonable times from and after the date of this agreement, to enter upon the premises with workmen, tools, materials, vehicles and equipment, and to make such examinations, surveys, samples and tests, by drilling or otherwise, as BUYER may deem desirable. If CLOSING does not occur, BUYER shall pay to SELLER any actual damage done to the premises resulting from the operations provided for in this paragraph. If CLOSING occurs, SELLER waives and releases any and all claims for damages. 7. POSSESSION. BUYER shall be entitled to possession on CLOSING. 8. ENVIRONMENTAL REPRESENTATIONS AND INDEMNITY. Subject land is commercial land with no improvements. With respect to PREMISES, SELLER represents and warrants to BUYER that the condition of the PREMISES is as disclosed in the Phase II and Remedial Environmental Report prepared by Bison Environmental Research. The property has been cleared of hazardous materials as disclosed in the report. 9. DEFAULT. Time is of the essence. If SELLER fails to fully perform their obligations under this agreement, BUYER may enforce specific performance of this agreement, may recover damages from SELLER or may rescind this agreement, at BUYER's election. In the event BUYER defaults in its obligations under this agreement prior to CLOSING, SELLER's sole remedy shall be to tenninate this agreement by written notice delivered to BUYER and receive and retain the earnest money, including any interest earned thereon as liquidated damages. I 0. RISK OF LOSS. Seller shall deliver the PREMISES to BUYER at CLOSING in the same condition existing as of the date of this agreement. Risk of loss or damage to the PREMISES by condemnation or eminent domain proceedings (or deed in Lieu thereof), or by fire or any other casualty on or before CLOSING will be on SELLER and, thereafter, will be on BUYER. If the PREMISES are damaged before CLOSING, BUYER may, at its option, either: close and reduce the BUYER price by an amount equal to the amount of such damages; or terminate this agreement and receive a refund of all of the earnest money hereunder. REAL EST ATE PURCHASE AND SALE AGREEMENT PAGE2 ---PAGE BREAK--- II. NOTICES. All notices, demands, or other communications which are required or permitted to be given under this agreement shall be in writing, and either personally delivered or mailed to the other party at the address set forth below its signature on this agreement, or at such other addresses as either party may give to the other by notice in writing pursuant to the terms of this Paragraph. 12. NEGOTIATION AND CONSTRUCTION. This agreement and each of the terms and provisions hereof are deemed to have been explicitly negotiated between the parties, and the language in all parts of this agreement shall, in all cases, be construed according to its fair meaning and not strictly for or against either party. I3. NON-MERGER. The provisions of this agreement shall not be deemed merged in the deed. but shall survive the CLOSING and continue in full force and effect. I4. WAIVER. Waiver by either party of any covenants, condition or provision of this agreement shall not operate as or be considered to be a waiver by such party of any other covenant, condition or provision hereof, or of any subsequent breach of either party. 15. ENTIRE AGREEMENT. This agreement and the exhibits attached hereto set forth the entire agreement between SELLER and BUYER relating to the transaction contemplated hereby. No modification or amendment of this agreement shall be valid unless the same is in writing and signed by each of the parties hereto. 16. APPLICABLE LAW AND VENUE. This agreement is governed by and shall be construed in accordance with the laws of the State ofldaho. Venue for any litigation to enforce the terms of this agreement shall be in the District Court for the State of Idaho in and for Latah County. 17. ATTORNEYS' FEES. In the event any suit or action is brought by either party under this agreement to enforce any of its terms, the prevailing party shall be entitled to its actual costs and reasonable attorney's fees incurred in such suit or action from the non-prevailing party. 18. BROKERAGE COMMISSIONS. SELLER and BUYER each represent to the other that there are no individuals or entities entitled to brokerage commissions or fmder's fees in coru1ection with this transaction and that if any claims for brokerage commissions or finder's fees or like payments arise out of or in connection with this transaction, all such claims and costs, including reasonable attorneys' fees, shall be defended by, and if sustained, paid by, the party whose alleged actions or commitment form the basis of such claims. 19. FOREIGN INVESTMENT AFFIDAVIT. The parties agree to comply in all respects with Internal Revenue Code Section I445 and the regulations issued thereunder, hereinafter referred to as the REGULATIONS. If SELLER is not a foreign person as defined in the REGULATIONS, SELLER shall deliver to BUYER through escrow a nonforeign certificate, properly executed and in form and content acce table to BUYER. If SELLER • 5 • "J d J" h /IO#I Vf'(Lij"' "fi • d" d IS a 10re1gn person or 1a1 s or re1uses to e 1ver t e cert1 1cate as m 1cate above, or BUYER receives notice. or has actual knowledge that such aoafl: ;vt"fon1'" REAL EST ATE PURCHASE AND SALE AGREEMENT PAGE3 ---PAGE BREAK--- certificate is false, a tax equal to ten percent ( 10.0%) of the purchase price shall be withheld through escrow and paid by closing agent to the Internal Revenue Service in the manner prescribed by the REGULATIONS, unless such withholding is reduced or excused in the manner prescribed by the REGULATIONS. In the event of any such withholding, SELLER's obligations to deliver title hereunder shall not be excused or otherwise affected. 20. EXPIRATION OF OFFER. This offer is made subject to approval of SELLER by 5:00 p.m. on September 20, 1994. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their duly authorized representatives as of the date first above written. SELLER THE WASHINGTON WATER POWER COMPANY, a Washington Address: P.O. Box 3727 Spokane, WA 99220-3727 BUYER THE CITY OF MOSCOW, a municipal corporation of the state of Idaho Address: P.O. Box 9203 206 E. Third Street Moscow, Idaho 83843 ATTEST: ( W4sh; )em_ s.s ACKNOWLEDGMENT ,okdii'C.- , On this I day of S "jfv 6::.o br:-c , 1994, before me, a Notary Public of the State of· pna ly appeared .])on J. tr1 al.-s , in + official c aplc as authorized officer of the Washington Water Power Company, known to me to be the person described in the above document and acknowledged to me that he executed the same. OFFICIAL SEAL T TERI LU PATTON Nots Publc-W..hhaton COUNTY OF SPOKANE My Comm. fxp. May27, 1996 REAL EST ATE PURCHASE AND SALE AGREEMENT PAGE4 ---PAGE BREAK--- ACKNOWLEDGMENT On this day of 1994, before me, a Notary Public of the State of Idaho, personally appeared in his/her official capacity as authorized secretary of the Washington Water Power Company, known to me to be the person described in the above document and acknowledged to me that (s)he executed the same. Notary Public residing at _ _ My Commission expires _ ACKNOWLEDGMENT On this day of , 1994, before me, a Notary Public of the State of Idaho, personally a eared Paul C. Agidius in his official capacity as Mayor of the City of Moscow, known to me to be the person described in the above document and acknowleded to me he executed the same. , \ q E I? v,s , 1.5' 2 V f>e• A 4)fJG p 2 . 0' r , o , 4 : - • fJ :_Jw• • = V : K: & \ oo B • o • • . v , • r" , Notary Public residing at ) My Commission expires Y E 0 F \V ACKNOWLEDGMENT On this d / of 4.a.lun/J ta 1994, before me, a Notary Public of the State of Idaho, personally appeared Elaine Russell in her official capacity as Moscow City Clerk, known to me to be the person described in the above document and acknowledged to me she executed the same. REAL ESTATE PURCHASE AND SALE AGREEMENT PAGES