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THIS
AGREEMENT, made the _______ day of ______________, 200__, by and between _______________________________________,
husband and wife, of _______________________________________, hereinafter
called “SELLERS,” and ___________________________________________, of _______________________________,
hereinafter called “BUYERS”;
W I T N E S S E T H:
THE
PARTIES hereto, intending to be legally bound, hereby agree as follows:
1.
The Sellers agree to sell to Buyers and Buyers agree to purchase from
Sellers land and buildings in Eldred Township, Warren County, Pennsylvania,
described in a Deed into Sellers recorded in Warren County Record Book 360,
Page 113, the parcel being conveyed (being Parcel #2 as described in that
Deed) to contain fifty (50) acres, more
or less.
2.
The purchase price shall be Eight Hundred Seventy Thousand and no/100
Dollars ($870,000.00). Sellers, through
their real estate broker, Stephens Real Estate in the City of Titusville,
acknowledge receipt of $10,000.00 hand money (the “Deposit”) prior to the
signing of this Agreement to be held by Stephens Real Estate until closing, and
shall be a credit thereafter on the closing toward the total purchase
price. This Agreement is contingent,
however, on the Buyers selling their Bed and Breakfast in
3. Allocations. The Sellers and the Buyers hereby agree that the Purchase Price shall be allocated as provided herein, and that the following allocations are fair and reasonable and the product of the negotiation between the Sellers and the Buyers of the terms and conditions of this sale:
Personal Property, Equipment &Fixtures $_10,000.00
Land $_60,000.00
Buildings $800,000.00
Total $870,000.00
4. Sellers
and Buyers shall each pay one-half of the
5. The 2004-2005 real estate taxes shall be
prorated as of the date of closing, with the Township and County taxes being
prorated on a calendar-year basis, and School tax being prorated on a
fiscal-year basis. Possession shall be
transferred at closing.
6. The
Deed of conveyance in this transaction shall be delivered under and subject to
the Long-Term Timber Contract between Troy R. Firth and Lynn D. Firth, his
wife, and Sellers, recorded
7. Risk
of loss from fire or other casualty shall remain with the Seller until closing.
8. The Sellers shall not commit waste and shall
maintain the property and lands in-like condition until closing. Buyers shall have the right prior to closing
to inspect the property upon giving forty-eight (48) hours written notice to
the Sellers’ attorney.
9. The first-floor cook
range in the east wing, the second-floor refrigerator, range, oven, microwave,
and dishwasher in the east wing, the first-floor cook range in the west wing,
and the first-floor washer and dryer in the west wing are to be conveyed with
the real estate. All appliances shall be
in good working order at the time of closing.
10. The Buyers are hereby
notified that the premises described in this Agreement are not serviced by a
community sewage treatment facility, but require an on-site septic system. Buyers should contact the local agency
charged with enforcement of the Pennsylvania Sewage Facilities Act to learn the
requirements prior to signing this Agreement.
11.
As of the closing date, to best of the Sellers’ knowledge, the Sellers
represent and warrant the following to the Buyers:
(a) The
Sellers are not nor is the property in violation of any law, environmental
statute, ordinance, regulation, requirement or directive of any type;
(b) The
property is not subject to any zoning regulation; and
(c) The
property is not the subject of any lawsuit.
12.
Sellers certify that, to the best of their knowledge, information, and
belief, there have been no hazardous substances dumped on the premises by any
person, firm, or entity and that the Deed conveying the premises will contain a
“hazardous waste clause.”
13. The parties agree to comply with the Federal
Lead Disclosure Act and the Pennsylvania Real Estate Sales Disclosure Act Laws
and to execute the necessary disclosure statements.
14. Sellers shall bear all responsibility
for any broker’s commissions payable to Stephens Real Estate or to any other
broker arising out of this transaction.
15. Title to the subject
premises shall be transferred by General Warranty Deed, and title to the
premises shall be good and marketable in the opinion of an attorney for the
Buyers, based on a sixty-year title examination to a good and sufficient
General Warranty Deed. Any exception and
reservation for oil, gas, and minerals in, on, and under the premises existing
in favor of another party in the chain of title will not be considered a defect
in title or anything which would take away an otherwise good and marketable
title to the real estate. The conveyance
in this transaction will be under and subject to the provisions and rights
contained therein in the Long-Term Timber Contract between Firth and Dopyera
previously mentioned.
16. At closing, the Sellers shall deliver to the
Buyers a right-of-way, which shall be recorded, that will allow the Buyers and
their invitees and their successors and assigns, to use the paths and trails
for walking only (no ATV’s, horses, etc.), not inconsistent with the Long-Term
Timber Contract, on the following two adjacent parcels of land of the Sellers:
Parcel
1: Commencing at a post in the highway,
the northwest corner of the property herein conveyed; thence south 27-1/2
degrees west 78-1/2 rods more or less to a stake in the highway, the northwest
corner of land conveyed to Archie Smith; thence along said Archie Smith’s north
line east 129.5 rods; thence north 70-1/2 rods more or less; thence west 102
rods to the place of beginning.
Containing 50 acres of land more or less.
Parcel
2: Beginning at a post in the southwest
corner of land conveyed on the highway, thence along said highway north 27-1/2
degrees east 63-1/2 rods, more or less, to a stake, the southwest corner of
land conveyed by C.S. Keefer to Catherine Smith, et. al.; thence east along the
south line of said Catherine Smith’s land 139.5 rods more or less to a stake;
thence south 55-1/2 rods; thence west 167.5 rods to the place of beginning,
containing 50 acres of land, more or less.
BEING
the same premises conveyed to John E. Dopyera and Margaret Lay-Dopyera, husband
and wife, by deed of Margaret Z. Lay, dated
17. Sellers shall, before selling either
of the two (2) adjacent properties of land listed below, first offer property
to the Buyers, at a price to be named by the Sellers; and if the Buyers do not
accept such offer within twenty (20) days, then the Sellers may sell either of the
two (2) adjacent properties to any other person or persons but only at the same
price and terms. The two (2) adjacent
parcels of land that the Sellers are giving the Buyers a first right of refusal
to are:
Parcel
1: Commencing at a post in the highway,
the northwest corner of the property herein conveyed; thence south 27-1/2
degrees west 78-1/2 rods more or less to a stake in the highway, the northwest
corner of land conveyed to Archie Smith; thence along said Archie Smith’s north
line east 129.5 rods; thence north 70-1/2 rods more or less; thence west 102
rods to the place of beginning.
Containing 50 acres of land more or less.
Parcel
2: Beginning at a post in the southwest
corner of land conveyed on the highway, thence along said highway north 27-1/2
degrees east 63-1/2 rods, more or less, to a stake, the southwest corner of
land conveyed by C.S. Keefer to Catherine Smith, et. al.; thence east along the
south line of said Catherine Smith’s land 139.5 rods more or less to a stake;
thence south 55-1/2 rods; thence west 167.5 rods to the place of beginning,
containing 50 acres of land, more or less.
BEING
the same premises conveyed to John E. Dopyera and Margaret Lay-Dopyera, husband
and wife, by deed of Margaret Z. Lay, dated
18. The Buyers may have the property surveyed
within one (1) year from the date of the closing. The Buyers shall escrow $2,500 from the Sellers’
sales proceeds, which shall be applied to the actual cost and expense of the
survey. If no survey is performed within
one (1) year from the date of closing or if the actual cost of the survey is
less than $2,500, then the Buyers shall promptly refund the balance of the
monies held in the escrow account to the Sellers.
19.
Within 25 days of the execution of this
Agreement, Buyers, at Buyers’ expense, may choose to have inspections and/or
certifications completed by licensed or otherwise qualified professionals. Should Buyers elect to have a home inspection
of the Property, as defined in the Pennsylvania Home Inspection Law, such home
inspection shall be performed by a full member in good standing of a national
home inspection association, or by a person supervised by a full member of a
national home inspection association, in accordance with the ethical standards
and code of conduct or practice of that association. If Buyers are not satisfied with the
condition of the Property as stated in any written report, Buyers will:
a) Accept the Property with the information
stated in the report(s); or
b) Terminate this Agreement in writing within
fifteen (15) days of the inspection by notice to Sellers, in which case all
deposit monies paid on account of purchase price will be returned promptly to
Buyers and this Agreement will be VOID; or
c) Enter into a mutually acceptable written
agreement with Sellers providing for any repairs or improvements to the Property
and/or any credit to Buyers at settlement.
Should efforts to reach a mutually acceptable agreement fail, Buyers
must choose to accept the Property or terminate this Agreement within the time as stated herein.
20. If Sellers shall be in default hereunder due
to the failure of title or a fire/catastrophe that partially or totally
destroys the property, the Buyers, as their sole and exclusive remedies, may
either:
(a) Terminate this Agreement by written
notice delivered to the Sellers at or prior to the closing, in which event the
Deposit and all interest earned thereon shall belong to the Buyers, Seller
shall have no further obligation or liability to the Buyers and the Buyers
shall have no further rights hereunder.
IN
WITNESS WHEREOF, the parties have caused this instrument to be duly executed
the day and year first above written.
__________________________________________
John
E. Dopyera – Seller
__________________________________________
Margaret
Lay-Dopyera – Seller
__________________________________________
Brian
N. Preble, Buyer
__________________________________________
Catherine
A. Preble, Buyer
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