HomeMy WebLinkAboutGVLT-City BuySell DRAFT 2014-02-07 BUY-SELL AGREEMENT
This contract stipulates the terms of sale of this property. Read carefully before signing. This is a legally binding contract. If not understood, seek competent
advice.
THIS AGREEMENT is made at Bozeman, Montana, ______________, 2014.
1. The City of Bozeman, (hereinafter called "Buyer") agrees to purchase, and GALLATIN VALLEY LAND TRUST,
INC, a Montana nonprofit corporation, (hereinafter called "Seller") agrees to sell the following described real property (hereinafter referred to as the "Property") located in Gallatin
County, Montana, generally described as:
Lots 4A and C1 of the Amended Plat of Tract C of Van Horn Subdivision and Lots 3 and 4 and portions of Pond ROW of Minor Subdivision No. 223,
City of Bozeman, Gallatin County, Montana, according to the official plat thereof on file and of record in the office of the County Clerk and Recorder of Gallatin County, Montana. (Plat
Reference: E-39-C)
All as shown on preliminary commitment for title insurance for the Property, which shall supersede the above description if different, and be appended to this Agreement
as Exhibit “B”.
TOGETHER with all interest of Seller in the mineral estate appurtenant thereto, vacated streets and alleys adjacent thereto, all easements, uncut timber, and all other
appurtenances thereto; and all structures, improvements, and permanent fixtures thereon.
2. PERSONAL PROPERTY: The following items of personal property, free of liens and without
warranty of condition, are included: None.
3. WATER: Description of water, if any, to be transferred: None.
4. PURCHASE PRICE AND TERMS:
Total purchase price is SIX HUNDRED
THREE THOUSAND AND 00/100 U.S. Dollars ($603,000.00) payable in cash, payable at Closing.
5. BUYER'S REPRESENTATION OF FUNDS: Buyer represents that it has sufficient funds for the
payment of the purchase price and closing costs to close this sale in accordance with this Agreement and is not relying upon any contingent source of such funds unless otherwise expressly
set forth herein.
6. APPRAISAL PROVISION: In accordance with City of Bozeman Municipal Code Section 2.06.860, Seller has provided Buyer with a complete appraisal prepared by Bridger Appraisals, Inc.
and dated ____________. Buyer may, at Buyer’s expense, elect to have the Property appraised by a qualified appraiser of Buyer’s choice. The Property must appraise for at least 90% of
the stated purchase price herein. Buyer shall have until February 21, 2014, to have the appraisal performed, otherwise this contingency is waived.
7. CONTINGENCIES: The contingencies
listed below or on the attached addendum, if any, shall be deemed to have been released, waived, or satisfied, and the transaction shall continue to closing, unless by the date specified
for each contingency, the party requesting that contingency has notified the other party or other party's agent in writing that the contingency is not released, waived, or satisfied.
If a party has notified the other party prior to the release date that a contingency is not released, waived, or satisfied, the transaction is terminated, and the earnest money will
be returned to the Buyer, unless the parties negotiate other terms or provisions.
TITLE CONTINGENCY: Seller has furnished Buyer with a preliminary title commitment for the Property.
This offer is contingent upon Buyer’s review and approval, in Buyer’s sole discretion, of the preliminary title commitment.
Release Date: February 21, 2014.
PROPERTY INVESTIGATION:
This offer is contingent upon Buyer’s independent investigation of and satisfaction with any or all of the following conditions relating to the Property, including but not limited to;
covenants, zoning, access, easements, well depths, septic and sanitation restrictions, surveys or other means of establishing the corners and boundaries, special improvement districts,
restrictions affecting use, special building requirements, future assessments, utility hook-up and installation costs, environmental hazards, or anything else that the Buyer deems appropriate.
Relea
se Date: February 21, 2014.
8. PROPERTIES INSPECTIONS: The Seller has completed and provided to the Buyer a Phase I Environmental Site Assessment, which found no environmental issues that warrant further investigation.
The Buyer is aware that other than this Phase I Environmental Site Assessment, Seller has not conducted an expert inspection or analysis of the Property or its condition and, except
as otherwise expressly provided in this Agreement or in any Addendum hereto, makes no representations to the Buyer as to its condition, does not assure that the Property will be satisfactory
to the Buyer in all respects, or that the Property and/or improvements comply with current building and zoning codes.
9. ADDITIONAL PROVISIONS: The parties acknowledge and agree that during the Buyer’s due diligence period under Section 7 above, the Buyer and the Buyer’s agents shall have full access
at all reasonable times to all parts of the subject Property for the purpose of conducting such inspections as the Buyer deems necessary or desirable, provided that (1) all such inspections
are conducted at the Buyer’s sole expense, (2) do not unreasonably interfere with any of Seller’s agricultural operations (if any) on the Property, that (3) where disturbed, the Property
shall be returned to its original condition, and (4) that Buyer shall not permit any liens to attach to the Property as a result of its activities thereon.
Further, the Buyer, and for
the Buyer’s agents, contractors, and employees, agrees to indemnify and hold harmless the Seller from and against any and all liability, loss, or damage which may result from or arise
out of Buyer’s such activities on the Property, however, the mere findings or results of Buyer’s inspections, should such findings be adverse, shall not be deemed to create any loss
or damage to Seller. This indemnification covenant shall survive Closing and not be merged into or extinguished by any documents of conveyance delivered at Closing. Such indemnification
obligation shall survive either the Closing or termination of this Agreement, as applicable, for a period of three (3) years, then shall be of no further force or effect.
10. SELLER’S
REPRESENTATIONS AND WARRANTIES: Seller represents and warrants to Buyer that as of the Closing Date:
A. Seller is the fee simple owner of all of the Property; and that Seller has the
right and authority to execute documents of conveyance for the Property to Buyer; and
B. Seller has not caused or shall not permit any construction liens to arise against the Property
prior to Closing.
C. All information and disclosures made by Seller and its agents and representatives are true and correct to the best of Seller’s knowledge and belief as of date and
time of Closing.
Seller agrees to hold Buyer harmless and indemnify Buyer from and against any and all liability, claims, actions, suits, damages, and costs arising out of the untruth
or out of Seller’s breach of any of the foregoing representations and or warranties. These representations and warranties, and the indemnification covenant herein contained, shall survive
Closing and not be merged into or extinguished by any documents of conveyance delivered at Closing.
11. CONVEYANCE: The Seller shall convey the Property by Warranty Deed, free of
all liens and encumbrances except those described in the Property title insurance commitment as approved by Buyer.
12. TITLE INSURANCE: Seller, at Seller's expense, shall furnish
Buyer Title Insurance evidenced by a standard form American Land Title Association title insurance commitment in an amount equal to the purchase price, committing to insure merchantable
title to the Property in Buyer's name, free and clear of all liens and encumbrances except: zoning ordinances; building and use restrictions; reservations in
federal patents; beneficial easements, apparent or of record; Special Improvement Districts; real estate taxes for the year in which closing occurs; and the standard pre-printed exclusions.
Buyer may purchase additional title coverage for an additional cost. It is recommended that Buyer obtain details from a title company.
13. MERCHANTABLE TITLE: If the Seller's title
is not merchantable and cannot be made merchantable before the stated closing date, THIRTY (30) ADDITIONAL DAYS SHALL BE ALLOWED FOR THE SELLER TO MAKE SUCH TITLE MERCHANTABLE. If title
is not merchantable after additional specified time, this Agreement is terminated, unless Buyer elects to waive defects and proceed to Closing. The parties may agree to negotiate alternative
terms or provisions. All mortgages, judgments, and liens shall be discharged by the Seller and shall be satisfied at or prior to Closing or from Seller's proceeds at the time of Closing,
unless otherwise provided herein. Seller agrees that no additional encumbrances, restrictions, easements or other adverse title conditions will attach or be placed against the title
to the Property subsequent to the effective date of the preliminary title commitment approved by Buyer.
14. SPECIAL IMPROVEMENT DISTRICTS: Special Improvement Districts (including
rural SIDs), including those that have been noticed to Seller by City/County, but not yet spread or currently assessed, if any, will be:
paid off by Seller at Closing;
XXX assumed
by Buyer at Closing; OR
___ (Other)________________________________________________
All perpetual SIDs shall be assumed by Buyer.
15. PRORATION OF TAXES AND ASSESSMENTS: Seller and Buyer agree to prorate taxes and Special Improvement District assessments for the
current tax year as of the date of Closing, unless otherwise agreed and: Seller to pay for cost of document preparation (Warranty Deed, etc.). Buyer to pay for closing agent’s fees
and cost of recording Deed.
16. CLOSING DATE: The date of Closing shall be March 4, 2014. The parties may, by mutual agreement, agree to close the transaction at any time prior
to the date specified. The Buyer and Seller will deposit with the closing agent all instruments and monies necessary to complete the purchase in accordance with this Agreement by such
date.
17. POSSESSION: Seller shall deliver to Buyer possession of the Property and allow occupancy:
____ on the date of Closing; OR
XXX on the date of recording the Deed, Notice
of Purchaser's Interest, OR
____ (Other)_______________________________________________________
The Property shall be vacant unless otherwise agreed in writing.
18. CONDITION OF PROPERTY: Seller agrees that the Property shall be in the same condition, normal wear and tear excepted,
from the date of the execution of this Agreement up to the time Buyer takes possession of the Property. Seller will remove all personal property not included in this sale prior to Closing.
Any such items of personal property remaining on the Property after closing shall become the property of the Buyer.
19. NOXIOUS WEEDS DISCLOSURE: Buyers of property in the state of
Montana should be aware that some properties contain noxious weeds. The laws of the state of Montana require owners of property within this state to control, and to the extent possible,
eradicate noxious weeds. For information concerning noxious weeds and your obligation as an owner of property, contact either your local County extension agent or Weed Control Board.
20.
MEGAN’S LAW DISCLOSURE: Pursuant to the provisions of Title 46, Chapter 23, Part 5 of the Montana Code Annotated, certain individuals are required to register their address with the
local law enforcement agencies as part of Montana’s Sexual and Violent Offender Registration Act. In some communities, law enforcement offices will make the information concerning registered
offenders available to the public. If you desire further information please contact the local County Sheriff’s office, the Department of Justice in Helena, Montana, and the probation
officers assigned to the area.
21. RADON DISCLOSURE STATEMENT: The following disclosure is given pursuant to the Montana Radon Control Act, Montana Code Annotated § 75-3-606. RADON GAS: RADON IS A NATURALLY OCCURRING
RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED
FEDERAL GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN MONTANA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY OR STATE PUBLIC HEALTH UNIT. If
the Property has been tested for Radon, the Seller will provide a copy of the test results concurrent with an executed copy of this Agreement. If the Property has received radon mitigation
treatment, the Seller will provide the evidence of the mitigation treatment concurrent with an executed copy of this Agreement.
22. MOLD DISCLOSURE STATEMENT: The following disclosure
is given pursuant to the Montana Mold Disclosure Act, Montana Code Annotated § 70-16-701 et seq. MOLD: There are many types of mold. Inhabitable properties are not, and cannot be,
constructed to exclude mold. Moisture is one of the most significant factors contributing to mold growth. Information about controlling mold growth may be available from your county
extension agent or health department. Certain strains of mold may cause damage to property and may adversely affect the health of susceptible persons,
including allergic reactions that may include skin, eye, nose, and throat irritation. Certain strains of mold may cause infections, particularly in individuals with suppressed immune
systems. Some experts contend that certain strains of mold may cause serious and even life-threatening diseases. However, experts do not agree about the nature and extent of the health
problems caused by mold or about the level of mold exposure that may cause health problems. The Center of Disease Control and Prevention is studying the link between mold and serious
health conditions. The seller, landlord, seller’s agent, buyer’s agent, or property manager cannot and does not represent or warrant the absence of mold. It is the buyer’s or tenant’s
obligation to determine whether a mold problem is present. To do so, the buyer or tenant should hire a qualified inspector and make any contract to purchase, rent, or lease contingent
upon the results of that inspection. A seller, landlord, seller’s agent, buyer’s agent, or property manager who provides this mold disclosure statement, provides for the disclosure
of any prior testing and any subsequent mitigation or treatment for mold, and discloses any knowledge of mold is not liable in any action based on the presence of or propensity for mold
in a building that is subject to any contract to purchase, rent, or lease.
23. BUYER'S REMEDIES: (A) If the Seller fails to accept the offer contained in this Agreement within the
time period provided in the BUYER'S COMMITMENT section, all earnest monies shall be returned to the Buyer. (B) If the Seller accepts the offer contained in this Agreement, but refuses
or neglects to consummate the transaction within the time period provided in this Agreement, the Buyer may:
(1) Demand immediate repayment of all monies that Buyer has paid as earnest
money, and upon the return of such money, the rights and duties of Buyer and Seller under this Agreement shall be terminated; OR
(2) Demand that Seller specifically perform Seller's
obligation under this Agreement; OR
(3) Demand monetary damages from Seller for Seller's failure to perform the terms of this Agreement.
24. SELLER'S REMEDIES: If the Seller accepts
the offer contained in this Agreement and Buyer refuses or neglects to consummate the transaction within the time period provided in this Agreement, the Seller may:
(1) Declare the
earnest money paid by Buyer be forfeited; OR
(2) Demand that Buyer specifically perform Buyer's duties and obligations under this Agreement; OR
(3) Demand that Buyer pay monetary damages
for Buyer's failure to perform the terms of this Agreement.
25. BUYER'S AND SELLER’S CERTIFICATION: By entering into this Agreement, each person or persons executing this Agreement,
as Buyer or Seller, represents that he/she is eighteen (18) years of age or older, of sound mind, and legally competent to own real property in the State of Montana; and, if acting on
behalf of a corporation,
partnership, or other non-human entity, that he/she is duly authorized to enter into this Agreement on behalf of such entity.
26. CONSENT TO DISCLOSE INFORMATION: Buyer and Seller hereby consent to the procurement and disclosure by Buyer, Seller, and Salespersons and their attorneys, agents, and other parties
having interests essential to this Agreement, of any and all information reasonably necessary to consummate the transaction described in this Agreement, specifically including access
to escrows for review of contracts, deeds, trust indentures, or similar documents concerning this Property or underlying obligations pertaining thereto.
27. RISK OF LOSS: All loss
or damage to any of the Property to any cause is assumed by Seller through the time of closing unless otherwise specified.
28. TIME IS OF THE ESSENCE: Time is of the essence in this
Agreement and all clauses herein.
29. BINDING EFFECT AND ASSIGNABILITY: The Agreement is binding upon the heirs, successors, and assigns of each of the parties hereto. Either party
may freely assign its rights, duties, and obligations under this Agreement.
30. ATTORNEY FEES: In any action brought by the Buyer or the Seller to enforce any of the terms of this
Agreement, the prevailing party in such action shall be entitled to such reasonable attorney fees as the court or arbitrator shall determine just.
31. FACSIMILE: The parties agree
that a facsimile copy of this Agreement to Sell and Purchase which contains the parties' signature may be used as the original.
32. ENTIRE AGREEMENT: This Agreement, together with
any attached exhibits and any addenda or amendments signed by the parties, shall constitute the entire agreement between Seller and Buyer, and supersedes any other written or oral agreements
between Seller and Buyer. This Agreement can be modified only in writing, signed by the Seller and Buyer.
33. COUNTERPARTS: A copy of this document may be executed by each individual/entity
separately, and when each has executed a copy thereof, such copies, taken together, shall be deemed to be a full and complete contract between the parties.
34. ALTERNATIVE DISPUTE RESOLUTION: At any time, the parties may agree to submit any dispute arising out of this transaction to mediation or arbitration. Parties, by agreement, shall
specify mediation OR binding arbitration. The cost of such mediation/arbitration shall be paid equally by the parties.
35. ADDENDA ATTACHED: (Check all that apply)
____ Lead Based Paint Disclosure (HUD Form) ____ Sale of Buyer's Property
Addendum for Additional Provisions ____ Back-up Offer
36. REAL ESTATE BROKERS: The parties to this
Agreement confirm that no real estate licensees have been involved in this transaction between Buyer and Seller.
37. CONTACT PERSONS:
CONTACT PERSON FOR THE BUYER: Chris Kukulski,
City Manager
City of Bozeman
121 North Rouse Ave.
Bozeman, MT 59715
CONTACT PERSON FOR THE SELLER: Penelope Pierce, Executive Director
Gallatin Valley Land
Trust
PO Box 7021
Bozeman, MT 59771
38. BUYER'S ACKNOWLEDGMENT: Buyer acknowledges that it has examined the Property, that Buyer enters into this Agreement in full reliance
upon its independent investigation and judgment, that prior verbal representations by the Seller does not modify or affect this Agreement, and that by signing this Agreement Buyer acknowledges
having read and understood this entire Agreement.
39. BUYER'S COMMITMENT: Buyer agrees to purchase the Property on the terms and conditions set forth in the above offer.
BUYER HEREBY ACKNOWLEDGES receipt of a copy of this Agreement bearing Buyer’s signature.
By:_____________________________
Its:_____________________________
40. SELLER'S COMMITMENT:
Seller agrees to sell and convey to Buyer the Property on the terms and conditions hereinabove stated. Seller acknowledges receipt of a copy of this Agreement bearing Seller’s signature(s)
and that of the Buyer named above.
Dated this _____ day of , 2014, at ________ a.m., p.m. (__________ Time).
By:______________________________
Its:______________________________