PURCHASE AGREEMENT
This Agreement, effective as of the 29th day of February, 1996, is
between MICHAEL L. WILCOX ("Seller"), whose address is P.O. Box 202, La Sal,
UT 84530, and SUMMO USA CORPORATION, a Colorado corporation ("Purchaser"),
whose address is 1776 Lincoln St., Suite 1100, Denver, CO 80203.
RECITALS
Seller represents that he is the owner of and is in possession of certain
lands in San Juan County, Utah more particularly described as follows:
Township 31 South, Range 25 East', SLB&M
San Juan County, Utah
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Section 1: Lots 1, 2, 3, and 4 (also known as N 1/2 N 1/2)
Township 31 South, Range 26 East, SLB&M
San Juan County, Utah
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Section 6: NW 1/4 NW 1/4
said lands together all appurtenances and water rights incident thereto, and
all improvements and personal property thereon, subject to mineral
reservations of record, being herein referred to as the "Property".
Seller is willing sell and Purchaser desires to purchase Property.
NOW THEREFORE, in consideration of Ten Dollars ($10.00) in hand paid to
Seller, the receipt and sufficiency of which are hereby acknowledged, and
further in consideration of the mutual covenants, agreements, and promises
herein contained, the parties hereto agree as follows:
PURCHASE. Seller agrees to sell to Purchaser, and Purchaser agrees to
purchase, all of Seller's right, title, and interest in the Property upon the
terms and conditions set forth in this Agreement, for the amount of Fifty
Thousand Dollars ($50,000.00) (the "Purchase Price").
CLOSING. (a) Unless the parties agree that the closing shall take place
at some other time and place, the closing shall take place at the office of
South Eastern Utah Title Company, whose address is 117 S. Main, Room 118,
Monticello, Utah, at 10:00 o'clock a.m. on the 14th day of March, 1996.
(b) At the closing, Seller shall deliver to Purchaser (i) a
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general warranty deed in the form of Exhibit B attached hereto, and (ii) a
1970 ALTA Form B owner's policy of title insurance showing title to be
marketable and to be vested in Purchaser at the closing.
(c) At the closing, Purchase shall pay the Purchase Price to Seller by
certified or cashier's check or by wire transfer to Seller's account.
(d) Purchaser shall pay all recording fees and documentary transfer
taxes. Real property taxes shall be prorated as of the date of the exercise
of the option.
TITLE. Seller warrants that he is in possession of the Property, that he
has the right to enter into this Agreement, that he knows of no other person
claiming any interest in the Property, and that the Property is free from all
liens and encumbrances, except liens for property taxes not yet due and
payable. Seller warrants and will defend title to the Property against all
persons whomsoever.
GRAZING RIGHTS. Seller agrees that from time to time, upon Purchaser's
request made within two (2) years after the date of this Purchase Agreement,
Seller shall take all steps necessary to relinquish or cause to be
relinquished all grazing rights, Federal, State, or private, held by Seller
or by Wilcox Ranches, a partnership, on the Property and on the additional
lands more particularly shown on the map set out in Exhibit A attached hereto
and incorporated by reference herein.
STOCK POND. Purchaser acknowledges the existence of a stock pond
constructed by Seller in Section 36, Township 30 South, Range 25 East, SLB&M.
When earth-moving equipment becomes available to Purchaser (which Purchaser
estimates shall occur within ____ months from the date of this Purchase
Agreement), Purchaser shall, at no cost to Seller, assist Seller in the
construction of a replacement stock pond of similar size and character on
other land owned or controlled by Seller.
INUREMENT. All covenants, conditions, limitations, and provisions herein
contained apply to and are binding upon the parties hereto, their heirs,
representatives, successors, and assigns.
MODIFICATION. No modification, variation, or amendment of this Agreement
shall be effective unless the modification, variation, or amendment is in
writing and is signed by Seller and Purchaser.
WAIVER. No waiver of any breach or default under this
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Agreement shall be effective unless the waiver is in writing and signed by
the party against whom the waiver is claimed. No waiver of any breach or
default shall be deemed to be a waiver of any other or subsequent breach or
default.
ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of the
parties and, except as herein expressly provided, supersedes all previous and
contemporaneous agreements, representations, warranties, or understandings,
written or oral.
CONSTRUCTION. The paragraph headings are for convenience only, and shall
not be used in the construction of this Agreement.
GOVERNING LAW. The formation, interpretation, and performance of this
Agreement shall be governed by the law of the state of Utah.
ADDITIONAL DOCUMENTS. Seller will provide Purchaser with such additional
documents as may be necessary to carry out the purposes of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
SELLER:
/s/ Michael L. Wilcox
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Michael L. Wilcox
PURCHASER:
SUMMO USA CORPORATION
By: /s/ Gregory A. Hahn
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Gregory A. Hahn
President
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STATE OF Utah )
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) ss:
County of San Juan )
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The foregoing instrument was acknowledged before me this 14th day of
March, 1996, by Michael L. Wilcox, the person named in and who executed the
foregoing instrument.
/s/ Jean L. Pehrson
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Notary Public
[STAMP]
Residing at
Monticello, Utah
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84535
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My Commission Expires:
4-20-97
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[SEAL]
STATE OF Colorado )
----------------
County of Jefferson ) ss:
----------------)
The foregoing instrument was acknowledged before me this 20 day of
February, 1996, by Gregory A. Hahn as President of Summo USA Corporation, a
Colorado corporation, the corporation named in and that executed the
foregoing instrument, on behalf of the corporation.
/s/ Michelle Hebert
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Notary Public
Residing at
Lakewood CO
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80227
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My Commission Expires:
3-18-99
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[SEAL]
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EXHIBIT B
WARRANTY DEED
MICHAEL L. WILCOX and JOAN I. WILCOX ("Grantors"), whose address is P.O.
Box 202, La Sal, UT 84530, for the consideration of Ten Dollars ($10.00) and
other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, convey and warrants to SUMMO USA CORPORATION, a Colorado
corporation ("Grantee"), whose address is 1776 Lincoln St., Suite 1100,
Denver, CO 80203, the real property more particularly described as follows:
Township 31 South, Range 25 East, SLB&M
San Juan County, Utah
--------------------------------------------------------------
Section 1: Lots 1, 2, 3, and 4 (also known as N 1/2 N 1/2)
Township 31 South, Range 26 East, SLB&M
San Juan County, Utah
--------------------------------------------------------------
Section 6: NW 1/4 NW 1/4
together with all appurtenances and water rights incident thereto, and all
improvements and personal property thereon, subject to mineral reservations
of record (the "Property"1).
TO HAVE AND TO HOLD the Property to Grantee, its successors and assigns.
IN WITNESS WHEREOF, Grantors have executed this Warranty Deed this _____
day of February, 1996.
/s/ Michael L. Wilcox
------------------------------------
Michael L. Wilcox
/s/ Joan I. Wilcox
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Joan I. Wilcox
B-1
STATE OF _______________ )
) ss:
County of ______________ )
The foregoing instrument was acknowledged before me this _____ day of
February, 1996, by Michael L. Wilcox and Joan I. Wilcox, the persons named in
and who executed the foregoing instrument.
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Notary public
Residing at
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My Commission Expires:
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[SEAL]
B-2
TO: Karen Melfi
From: Jean, South Eastern Utah Title Company
RE: Mike & Joan Wilcox
Here's the settlement statement and our escrow agreement. Please look
them over to make sure everything to Okay! Any questions or if I need to
change anything please give me a call -
801-587-2588
Thanks,
Jean
P.S. No deed from Wilcox Ranch
yet! Hopefully next week!