WHITE CLOUDS TOWNHOME REAL ESTATE PURCHASE AND SALE AGREEMENT Townhome, No.

Transcription

1 WHITE CLOUDS TOWNHOME REAL ESTATE PURCHASE AND SALE AGREEMENT Townhome, No. This Real Estate Purchase and Sale Agreement ("Agreement") is made effective this day of, 2011, by and between SUN VALLEY COMPANY, a Wyoming corporation, P.O. Box 10, Sun Valley, Idaho, ("Seller"), and ("Buyer"), whose address is (collectively hereinafter referred to as "Parties"). RECITALS A. Seller is the owner of the Property described in Section 1.5 below. B. In accordance with the terms and conditions of this Agreement, the Seller desires to sell the Property to the Buyer, and the Buyer desires to purchase it from the Seller. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 1. Definition of Terms. Certain terms used in this Agreement shall be defined as follows: 1.1 "Closing Agent". First American Title Company, 102 Second Avenue, Ketchum, Idaho, 83340, Telephone No. (208) "Closing Date". Closing of the transaction herein contemplated shall occur fifteen (15) days after the date on which the City of Sun Valley has issued a Certificate of Occupancy for the completed Townhouse Unit on the Property or, in the event that date should fall on a Friday, Saturday, Sunday, or legal holiday, then on the next regular business day, or, in the alternative, on such other closing date as the Parties hereto may mutually agree to in writing. 1.3 "Covenants, Conditions and Restrictions". Declaration of Covenants, Conditions and Restrictions of White Clouds Residences, A Townhouse Subdivision, sometimes referred to herein as the "CC&Rs", a draft of which has been prepared and shall be provided to the Buyer as hereinafter provided "Earnest Money Account". All Earnest Money deposit by the Buyer with the Closing Agent and thereafter held in an interest-bearing account by said Closing Agent, including, when made, the Earnest Money Deposit, as provided for in Section 3.1 below, and all interest accrued thereon. 1.5 "Property". That certain real property situated in the City of Sun Valley, Blaine County, Idaho, which is depicted and described more particularly as Townhouse Sublot, of White Clouds Residences, A Townhouse Subdivision, according to the Preliminary Plat thereof, which has been approved by the City of Sun Valley, Idaho. 1.6 "Remaining Balance Purchase Price". That portion of the total purchase price remaining to be paid at closing by the Buyer, after application toward the purchase price of the Earnest Money Account, including the principal thereof and accrued interest thereon, at closing. 1

2 1.7 "Subdivision". White Clouds Residences, A Townhouse Subdivision, as depicted on the Preliminary Plat thereof, which has been approved by the City of Sun Valley, Idaho ("Preliminary Plat"). Said subdivision includes twelve (12) townhouse sublots, each of which Seller intends to improve with a Townhouse Unit. 1.8 "Title Company". First American Title Company. 1.9 "Townhouse Plans and Specifications". Architectural plans and specifications, prepared by Ruscitto, Latham, Blanton, Architectura, P.A. for a Townhouse Unit and related improvements which Seller intends to construct and complete on the Property prior to closing, together with alterations or amendments thereto which have, either prior to or during construction of the Townhouse Unit, been agreed to in writing by the Parties "Townhouse Unit". Single family residential townhouse units and related improvements to be constructed on the Property in substantial compliance with the Townhouse Plans and Specifications, including any amendments thereto which may be mutually agreed to, in writing, by the parties hereto "White Clouds Residences Homeowners Association". The Association of the owners of all twelve townhouse sublots within the Subdivision, to be incorporated by the Seller for the purpose of operating and maintaining all Townhouse Units and Common Areas therein, and otherwise performing, for the benefit of all of said owners, all other duties and obligations imposed upon it by the Covenants, Conditions and Restrictions for the Subdivision. 2. Property Purchase. Seller agrees to sell, and Buyer agrees to buy, the Property, improved with the Townhouse Unit, for the total sum of $ ("Purchase Price"), payable in full at closing consistent with the terms and conditions contained herein, together with Buyer's share of closing costs, tax prorations and fees specified in Section 6 hereinbelow. 3. Earnest Money Account. In connection with its purchase of the Property, the Buyer shall timely deposit with the Closing Agent the following earnest money payments, which, as deposited, shall be placed by the Closing Agent in an interest-bearing account for the purposes set forth herein, which account is hereinabove defined as the "Earnest Money Account": 3.1 Earnest Money Deposit. Within five (5) days after the execution of this Agreement by both Buyer and Seller, Buyer shall deposit with Closing Agent earnest money in the amount of Ten Percent (10%) of the Purchase Price, to be held by the Closing Agent in the Earnest Money Account subject to its subsequent application or release as provided for herein ("Earnest Money Deposit"). Should Buyer fail to timely complete the Earnest Money Deposit, this Agreement shall terminate and be of no further force or effect, and neither Party shall thereafter have any claims or causes of action against the other arising from, or in any way connected with, this Agreement. 3.2 Earnest Money Second Deposit Payment. Ninety (90) days after the execution of this agreement by both Buyer and Seller, Buyer shall deposit with Closing Agent an additional deposit in the amount of Ten Percent (10%) of the Purchase Price, to be held by the Closing Agent in the Earnest Money Account subject to its subsequent release as provided for herein. Should Buyer fail to timely complete the Earnest Money Second Deposit Payment, this Agreement shall terminate and be of no further force or effect, and neither Party shall thereafter have any claims or causes of action against the other arising from, or in any way connected with, this Agreement. The Earnest Money Account shall be nonrefundable to the Buyer except as provided for in Sections 5.2 and 5.3 hereinbelow. 4. Real Estate Commissions. Unless Seller, prior to the execution of this Agreement, is informed that Buyer is represented in the transaction herein set forth by a real estate brokerage company and/or real estate agent authorized to do business in the State of Idaho, and that the Parties have, simultaneously with entering into this Agreement, 2

3 mutually executed and attached hereto a real estate Commission Agreement setting forth the terms and conditions of all commissions payable by the Seller at closing, Seller shall not, in connection with the negotiation or closing of the sale herein contemplated, be obligated to pay, or credit to the Buyer, any commissions, costs, compensation or payments of any kind for services rendered to, or the representation of, the Buyer by any real estate broker or agent, attorney or other representative, and the Buyer shall indemnify and hold Seller harmless from the same. 5. Contingencies. In addition to all other terms and conditions expressly set forth herein, Buyer's obligation to close its purchase of the Property shall be expressly contingent and conditioned upon the following: 5.1 Preliminary Matters. Seller shall, within twenty (20) days from the date on which this Agreement has been fully executed by the Parties hereto, deliver to the Buyer the following documents for review and approval, or rejection: (a) (b) (c) (d) The Preliminary Plat for the Subdivision, in the form approved by the City of Sun Valley. The Townhouse Plans and Specifications for the proposed Townhouse Unit to be constructed on the Property, together with all alterations or amendments thereto which have been agreed to in writing by the Parties. A draft of the Covenants, Conditions and Restrictions ("CC&Rs") for the Subdivision which the Seller shall execute and file of record in Blaine County, Idaho, prior to closing. An estimated initial annual budget of costs anticipated to be incurred by the White Clouds Residences Homeowners Association, Inc. in fulfilling its obligations to the Subdivision, and the owners of Townhouse Units therein, pursuant to the CC&Rs which costs, in amounts actually incurred by said Association, shall be levied and assessed in equal amounts against the twelve (12) townhouse sublots, including the Property, situated within the Subdivision. Buyer shall have thirty (30) days after receipt of the last of said documents to be delivered in which to reject, in writing delivered to the Seller, any or all of said documents, in which case, unless otherwise mutually agreed to in writing by the Parties, this Agreement shall terminate, and be of no further force and effect, and the Seller shall promptly cause the Closing Agent to release the Earnest Money Account, including any and all balances of principal and accrued interest, to the Buyer, and the Buyer, upon its receipt, shall have no further rights in or to the Property, nor any claims or causes of action against the Seller arising from, or in any way connected with, this Agreement. In the event the Buyer does not, within said 30-day period, reject in writing any of said documents, the Buyer shall be deemed conclusively to have accepted and approved all of said documents. 5.2 Title Matters. Seller shall deliver or cause to be delivered to the Buyer, no later than fifteen (15) days prior to the Closing Date, a commitment for an ALTA standard owners title insurance policy ("Title Commitment") issued by the Title Company in the full amount of the Purchase Price, showing title to the Property to be vested in the Seller, subject only to real estate taxes for the then current calendar year; building and zoning regulations and ordinances of the City of Sun Valley; easements which are apparent or of record; the recorded CC&Rs; and the final, recorded plat for the Subdivision (collectively "Permitted Exceptions"). If the Title Commitment delivered by Seller discloses encumbrances or defects other than the Permitted Exceptions ("Unpermitted Exceptions"), Seller shall have the Unpermitted Exceptions removed from the Title Commitment no later than five (5) days prior to the Closing Date. If Seller fails to have the Unpermitted Exceptions so removed within the time period provided above, Buyer may terminate this Agreement in writing, delivered to the Seller prior to the Closing Date, at which time the Earnest Money Account held by the Closing Agent, including any and all balances of principal and accrued interest, shall be promptly returned to Buyer, and the Buyer shall, upon receipt thereof, have no further rights in or to the Property, nor any claims or causes of action against the Seller arising from, or any way connected with, this Agreement. If Buyer does not so terminate this Agreement, Buyer shall be deemed to agree to take title to the Property subject to said 3

4 Unpermitted Exceptions, which shall be treated for purposes of this Agreement as Permitted Exceptions. 5.3 Final Pre-Closing Actions of the Seller. This Agreement, and Buyer's right and obligation to purchase the Property as set forth herein, are also expressly conditioned upon the timely occurrence of each of the following by the Seller: (a) (b) (c) Commencement of construction of the Townhouse Unit on the Property by the day of, 201_, pursuant to the approved Plans and Specifications, together with any alterations or amendments thereto accepted in writing by the Buyer. Completion of the Townhouse Unit on the Property, in substantial compliance with the Plans and Specifications, and the issuance of a Certificate of Occupancy therefor by the City of Sun Valley no later than the day of,. Recordation in the official records of Blaine County, Idaho, of the CC&Rs and final plat for the Subdivision, in substantial compliance with the Preliminary Plat therefor, submitted to and approved by the Buyer as provided for in Section 5.1 hereinabove, which recordation shall occur prior to issuance of the Certificate of Occupancy referred to in subsection (b) immediately hereinabove. Unless the Parties agree in writing to the contrary, the failure of the Seller to complete the requirements of subparagraphs (a), (b) or (c) set forth immediately hereinabove to occur within the time frame so specified, this Agreement shall terminate, and be of no further force or effect, and the Seller shall promptly cause the Earnest Money Account held by the Closing Agent, including any and all balances of principal and accrued interest, to be released to the Buyer, and the Buyer, after its receipt, shall have no further rights in or to the Property, nor any claim or cause of action against the Seller arising from, or in any way connected with, this Agreement. 6. Closing and Escrow Matters. 6.1 The Closing Agent is hereby authorized and instructed to act according to the terms and instructions as set forth in this Agreement, and to prepare and/or provide additional escrow instructions as appropriate to complete the sale contemplated by this Agreement. Buyer and Seller agree to execute the Closing Agent's closing and escrow instructions as reasonably requested by the Closing Agent to complete the sale contemplated by this Agreement. 6.2 Unless this Agreement is earlier terminated as herein provided for, the closing of the sale of the Property by the Seller to the Buyer shall occur on the Closing Date at the offices of the Closing Agent, or at such other time and/or place as may be agreed to by the parties, in writing. 6.3 On or before the Closing Date, Buyer shall deposit with the Closing Agent all funds and instruments necessary to complete the sale contemplated by this Agreement, in accordance with the terms and conditions hereof and any closing and escrow instructions prepared by the Closing Agent. 6.4 Taxes and assessments shall be prorated as of the Closing Date. 6.5 Closing Agent's costs and fees, if any, shall be divided and paid in equal amounts at closing by the Seller and Buyer. 6.6 Buyer shall, at closing, pay to the White Clouds Residences Homeowners Association the Property's share of said Association's annual budgeted assessments, prorated to the date of closing. 6.7 Buyer shall be responsible for the cost of recording the Warranty Deed. 4

5 6.8 Seller shall be responsible for the cost of the Title Policy. 6.9 All other costs and fees, including any and all legal fees and costs, shall be the responsibility of the party incurring the same The Earnest Money Account held by the Closing Agent, including principal and accrued interest, shall, at closing, be applied toward Buyer's payment of the Purchase Price, and the remaining balance of the Purchase Price shall be paid in full by the Buyer Seller's title to the Property is to be conveyed at closing to Buyer by warranty deed, subject only to the Permitted Exceptions ("Warranty Deed") As soon as it is available after the Closing, Seller will provide to Buyer an ALTA standard owners policy of title insurance issued and underwritten by the Title Company pursuant to the Title Commitment, dated as of the Closing Date and insuring Buyer in the amount of the Purchase Price, subject only to the general exceptions appearing in the policy form and the Permitted Exceptions ("Title Policy") Buyer shall be entitled to possession upon closing. 7. Default Remedies. Except as expressly provided to the contrary elsewhere in this Agreement, should either Party hereto default in the performance of this Agreement, and not thereafter cure said default within five (5) business days after receiving a written notice of default from the non-defaulting party, the said non-defaulting Party shall thereafter be entitled to receive from the Closing Agent, as full and final liquidated damages for said default or defaults, the Earnest Money Account, including any and all balances of principal and accrued interest, upon receipt of which this Agreement shall terminate, and be of no further force or effect, and neither Party shall thereafter be entitled to prosecute any claim or cause of action, or otherwise seek damages from, the other Party, arising from, or in any way connected with, this Agreement, or any other or further breach, or alleged breach, of this Agreement. 8. Disclaimers of Warranties. No warranties (either express or implied), representations or understandings in connection with the transaction contemplated by this Agreement, the condition of the Property, or otherwise, have been made by Seller, its agents or representatives, to Buyer, with the exception of those expressly contained in this Agreement, including any addendum or other documents attached hereto which have been duly executed by the Parties. 9. Attorneys' Fees. In the event either Party hires an attorney to enforce any portion of this Agreement, the prevailing Party shall be entitled, in addition to damages and costs otherwise provided by law, to a judgment for reasonable attorneys' fees and costs incurred as a result of legal action by either Party to enforce any portion of this Agreement, including any appeal or bankruptcy proceeding. 10. Notices. All notices shall be addressed to the Parties at such addresses as are specified in this Section 10, or as the Parties may from time to time direct in writing. All notices under this Agreement shall be in writing and be delivered in person or by public or private postal or courier service (including U.S. Postal Service Express Mail and Federal Express); certified mail; facsimile; or . Notices given by certified mail shall be sent with return receipt requested; and notices given by facsimile shall be verified by a facsimile confirmation. Such notices shall be deemed to have been given on (a) actual day of delivery or refusal, (b) the day of mailing by registered or certified mail, or (c) the day facsimile or delivery is verified. Receipt of an ed or facsimile notice shall be confirmed by , facsimile or otherwise if requested by the originator of the notice. Notice to Seller: Sun Valley Company, a Wyoming corporation Attn: Wallace Huffman PO Box 10, Sun Valley, Idaho, Telephone: (208) Facsimile: (208) whuffman@sunvalley.com 5

6 Notice to Buyer: Telephone: Facsimile: Time. Time is of the essence of this Agreement. 12. Necessary Documents. The Parties hereto agree to execute any and all documents reasonably necessary to consummate this transaction in accordance with the terms of this Agreement. 13. Representation. Buyer acknowledges that neither Seller, nor its agents, are representing Buyer in the purchase of the Property contemplated by this Agreement. 14. Counterparts. This Agreement may be executed in counterparts and upon every Party having executed a counterpart, each signed copy shall have the same force and effect as an original document and as if the Parties to the counterparts had signed the same document. 15. No Recording of Agreement. Neither Buyer nor Seller shall record this Agreement. 16. Binding Agreement. This Agreement shall extend to and bind the heirs, administrators, executors, representatives, successors and assigns of the Parties hereto. Buyer acknowledges that it has read this Agreement, including all exhibits, addendums and other attachments hereto, if any. Buyer also acknowledges its right to seek independent legal counsel to assist it in purchasing the Property and reviewing this Agreement. 17. Entire Agreement. This Agreement and the exhibits hereto constitute the whole agreement between the parties hereto and no warranties, agreements or representations have been made or shall be binding upon either Party unless set forth within this Agreement or within a written addendum executed by both Parties hereto. All prior oral agreements between the Parties are superseded by this Agreement. 18. Amendments. This Agreement may not be amended, modified or changed except by a writing signed by all of the Parties hereto. 19. Authority. If this Agreement is being executed by an authorized officer, agent or representative of the Buyer, satisfactory evidence of his/her authority to bind the Buyer shall be provided to the Seller. IN WITNESS WHEREOF, the parties hereto have executed this instrument on the day and year first written above. "SELLER" SUN VALLEY COMPANY, a Wyoming corporation By: Wallace Huffman Authorized Agent 6

7 "BUYER" 7

8 ADDENDUM NUMBER 1 TO SALES CONTRACT DATED BY AND BETWEEN SUN VALLEY COMPANY AND Upgrades, Alterations, Changes The Buyer may request upgrades and/or changes to the unit under contract, subject to the following provisions: 1. The unit is designed to include standard packages for cabinets, floor coverings, plumbing fixtures, countertops and splashes, door and cabinet hardware, appliances, painted and stained surfaces, deck surfaces, sliding doors, windows, etc. The Buyer accepts that these packages are included in the purchase price and changes to or upgrades to these standard packages are subject to changes in the purchase price of the unit. For instance, the standard unit does not include the elevator, barbeque or spa (hot tub). The standard package does include wiring, gas, water and electrical hookups required for these upgrades. 2. In the event that the Buyer chooses to request an upgrade to any standard package the Buyer will notify Seller in writing and Seller will provide Buyer with a price adjustment for the requested upgrade. NOTE: Since Seller has contracted for volume purchases, and has paid for architectural services and contractors fees, the credit, if applicable, for standard packages replaced by upgrades will include a fee for the package replaced up to 25% and the replacement package (appliances, hardware, etc.,) will be subject to a service fee of up to 25%. DATED this day of, 201_. "SELLER" SUN VALLEY COMPANY, a Wyoming corporation By: Wallace Huffman Authorized Agent "BUYER" 8

9 SUN VALLEY WHITE CLOUDS TOWNHOMES UPGRADE OPTIONS (AS OF ) ELEVATOR PACKAGE All units are designed to accommodate a standard residential elevator. The shaft, electrical hookup, and foundation pad are included in the townhome sales price. The elevator is optional and not included in the sales price. If an elevator is requested by the buyer an increase in the sales price will be charged. That price for a standard elevator package is $47,295. There are upgrades available (see attached) Buyers must request the elevator upgrade in writing by executing the attached form. Payment is due upon request and should accompany the request. Payments for upgrades are not refundable. HOT TUB/SPA PACKAGE All units are provided with electric and water hookups in the area designated for a hot tub/spa. The hookups are included in the sales package for that unit. The hot tub/spa is not included and should be purchased by the buyer directly from a licensed provider. Sun valley will provide a list of local providers upon request. BARBECUE GRILLE All units are provided with electrical and natural gas hookups located in the location designated for the barbeque grille. The grille is not included. Sun Valley will provide a list of local providers upon request. 9

10 SUN VALLEY WHITE CLOUDS TOWNHOME ELEVATOR REQUEST FORM The following will serve as our proposal and contract to provide one residential elevator to your White Clouds Townhome Unit No in Sun Valley, Idaho. This proposal includes all related costs involved for engineering, installation and permits. Please note that the following elevator options are the highest quality, reliability and safest equipment available today. Should you have any questions regarding the listed elevators or options, please contact Sun Valley as soon as possible to discuss your questions or concerns in detail. ~one-two-stop, InLine-Car Configuration with up to 12 +/- of vertical rise, 950 lbs capacity. OTIS at Home CABCO Cab Flat Panel Hardwood Car 5 horse power submerged machine Maximum travel speed allowed by code 11 Commercial leveling System Awarded with Lowest Noise Output industry recognition 8 4 Elevator Cab height Upgrade per Ruscitto Latham Blanton Up to 18 Square foot Elevator Cab Child Safe Tambour Style car Door Safety Operation in the event of a power failure Commercial elevator structural Steel Sling Support System 8 Roller Guide Commercial Guide System Control Buttons and Fixtures to match patina of the home All electrical wiring to be provided including high voltage. High Voltage Disconnects provided and installed (no hidden Electrical contractor costs) 3 year warranty Delivered and Installed: $47, Hardwood Panel cab Upgrade $ Raised or Recessed: True Rail and Stile constructed cab, an amazingly beautiful car Century Electro-hydraulic upgrade Option $3, Increase car speed: Increase car speed to 65FPM. Upgrade Option $ Power operated car door System: This feature allows user to never be concerned if the car door is open or closed when the user(s) leave the elevator, therefore always leaving the elevator fully operational regardless of the habits of other users. ALL TAXES AND PERMITS ARE INCLUDED. Our standard terms shall apply: 100% payment upon order. No refunds apply for order of elevator, even if the sales contract on unit is voided for any reason. For Sun Valley Co. Date: For Buyer(s) Date: Unit 10

11 ADDENDUM NUMBER 2 TO REAL ESTATE PURCHASE AND SALE AGREEMENT White Clouds Townhome This Addendum to Real Estate Purchase and Sale Agreement ( Amendment ) is made and entered into this day of, 20, by and between ( Seller ), and ( Buyer ), and collectively as Parties. W I T N E S S E T H: WHEREAS, the parties hereto previously entered into a Real Estate Purchase and Sale Agreement dated the day of, 20 ( Purchase and Sale Agreement ) wherein Seller agreed to construct and sell to the Buyer a townhouse residential unit on Sublot, White Clouds Residences, a Townhouse Subdivision, City of Sun Valley, Blaine County, Idaho ( Townhouse Unit ); and WHEREAS, the parties desire to herein amend the provision of the Purchase and Sale Agreement to set forth terms and conditions under which the Earnest Money deposited by the Buyer pursuant to Section 3 thereof may be released to the Seller. AGREEMENT follows: NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, the Parties agree as 1. Earnest Money Release. Notwithstanding anything to the contrary contained in the Purchase and Sale Agreement, the Parties agree that Closing Agent identified therein is hereby authorized and instructed to release all amounts of Earnest Money deposited by the Buyer to, and held by, the Closing Agent, including principal and interest earned thereon ( Earnest Money Account ), subject to the following terms and conditions: A. After framing of the Townhouse Unit has been substantially completed, including installation of all exterior windows and complete sheathing of the roof and exterior walls, said Closing Agent shall, upon written request, release and pay to the Seller the entire balance of the Earnest Money Account ( Earnest Money Release ). B. At closing of the contemplated purchase of the Townhouse Unit by the Buyer, the proceeds of the Earnest Money Account theretofore released and paid to the Seller shall be applied and credited toward the purchase price. C. Upon the occurrence of any event set forth in the Purchase and Sale Agreement which entitles the Buyer to a refund of the Earnest Money Account, the Seller shall also, and under the same terms and conditions, promptly refund and pay to the Buyer the amount of any Earnest Money Release theretofore received by the Seller. 2. With the exception of the express provisions of this Addendum Agreement, the Purchase and Sale Agreement shall remain in full force and effect as written and executed by the Parties. IN WITNESS WHEREOF, the Parties hereto have executed this instrument on the day and year first written above. SELLER By: Its: BUYER 11