HomeMy WebLinkAboutWells Fargo Amendment to Donation AgreementADDENDUM TO DONATION AGREEMENT
MAY 20 15
EFFECTIVE DATE: The date on which this addendum is signed by both the Donee and Donor shall be the effective
date of the agreement.
PROPERTY ADDRESS: 718 KERN STREET, WATERLOO, IA 50703
DONEE: CITY OF WATERLOO
DONOR: OWNER
Other: DONEE TO RECEIVE $15,000.00 SELLER CONCESSION FROM DONOR UPON
CLOSING.CLOSE DATE TO BE EXTENDED TO MAY 28, 2015.
DONOR: DONEE:
OWNER CITY OF WATERLOO
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DONATION AGREEMENT
This Donation Agreement (the "Agreement") for certain real property located at 718 KERN
STREET, WATERLOO, IA 50703 ("Property"), is effective upon the Effective Date (defined
below), between Owner, whose address is 8480 Stagecoach Cir, Frederick, MD 21701
("Donor") and CITY OF WATERLOO, whose address is 620 Mulberry Street, Waterloo, IA
50703 ("Donee"). It is agreed that upon the terms and conditions set forth in this Agreement the
Donor shall donate and convey all of its rights and interests in, and the Donee shall accept and be
the successor to all such rights and interests in, the real property identified and described herein.
Donor and Donee may each be referred to as a "Party" and collectively as the "Parties".
RECITALS
In consideration of the mutual covenants of the Parties contained in this Agreement, Donor does
grant to Donee title to the Property and Donee accepts from the Donor title to the Property under
the following terms and conditions:
A. Donor acquired the Property identified on Exhibit A through the foreclosure process or by a
deed in lieu of foreclosure;
B. Donor did not originally construct any of the improvements forming part of the Property;
C. Donor has not occupied the Property for its own use;
D. Due to Donor's lack of familiarity with the Property, Donor is unwilling to make any
representations or warranties whatsoever regarding the Property and Donor is only willing to
grant Donee the Property on an "as is, where is" and "with all faults" basis; and
E. Donee has been given a full and complete opportunity to conduct its own investigation as to
any matter, fact or issue that might influence Donee's decision to accept the Property from
Donor. Accordingly, Donee is willing to accept the Property from Donor without any
representations or warranties whatsoever regarding the Property and on an "as is, where is"
and "with all faults" basis.
AGREEMENT
1. DONATION.
1.1 Effective Date. The date this Agreement is signed by both Parties shall be (the
"Effective Date") of the Agreement.
1.2 Purchase Price. The purchase price for the Property shall be ONE and 00/100
Dollars ($1.00) (the "Purchase Price"). However, the amount payable by the
Donee to Donor for the purposes of this transaction as the consideration to be paid
shall be ZERO and 00/100 Dollars ($0.00) (the "Total Adjusted Sales Price").
The term Total Adjusted Sales Price has been determined by the Donor and
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Donee taking certain agreed upon sums and applying such sums to the following
formula: (a) the Purchase Price less (b) Donor adjustments of -$1.00.
1.3 Closing. Donee may choose the Donor's Preferred Title Company (defined
below) or any other third party.
(a) Upon Donee's acceptance of the Donor's offer, Donor shall provide to Donee
a suggested company ("Donor's Preferred Title Company") to act as the
closing agent and title company.
(b) If Donee selects Donor's Preferred Title Company to act as the closing agent
and the title company, then Donor shall pay all costs associated with the
conveyance of title to the Property, including attorneys' fees and costs,
agents' fees, documentary stamp taxes and recording costs ("Closing Costs").
(e)
If Donee selects a third party other than Donor's Preferred Title Company to
act as the closing agent or the title company, then Donor shall pay Closing
Costs in the amount of the lesser of (a) $2,500.00 or (b) the actual amount of
Closing Costs.
(d) The Donee will notify the Donor of the title company and closing agent
Donee has selected by completing the selection form attached hereto as
Exhibit "B".
1.4 Transfer. Donor agrees to donate the Property to Donee and Donee agrees to
accept the Property from Donor on the terms and conditions set forth herein. In
consideration of Donor's transfer of the Property to Donee, Donee shall perform
all of Donee's obligations hereunder including but not limited to the release set
forth in Section 2.2 of this Agreement.
1.5 Deed. Title shall be transferred on the Closing Date via a Deed (which Deed may
be known as a Special Warranty, Limited Warranty, Quit Claim or Bargain and
Sale Deed). Any reference to the term "Deed" herein shall be construed to refer to
such form of Deed. Donor shall be responsible for recording the Deed following
the Closing Date. The Deed to be delivered on the Closing Date shall be a Deed in
which the Grantor therein grants and conveys to the Grantee therein only that title
to, or interest and rights in, the Property granted therein that the Grantor may have
at the time of the grant, and shall contain no warranty, guaranty or
indemnification of any kind, express or implied.
1.6 Title and Examination. Within five (5) days from the Effective Date, Donor
will order a title commitment for a: (a) title insurance policy (the "Title
Commitment"), or (b) a title report or opinion of title (the "Title Opinion") and
provide a copy to Donee upon request or on the Closing Date. Donor will provide
marketable title to the Property, which shall be acceptable to Donee in its absolute
discretion and as a condition and contingency to Donee's obligation to accept the
Property under this Agreement.
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1.7 Taxes and Utilities. The Parties agree that the Donor will only be responsible for
the following expenses due as of the Closing Date: municipal water and sewer
charges, utility charges, real estate taxes and assessments, common area charges,
condominium or planned unit development or similar community assessments,
co-operative fees, maintenance fees, and rents, if any. The Property taxes will be
prorated based on an estimate of actual taxes from the previous year on the
Property. All prorations will be based upon a 30 -day month and all such
prorations shall be final. Donor will not be responsible for any amounts due, paid
or to be paid after closing, including but not limited to, any taxes, penalties or
interest assessed or due as a result of retroactive, postponed or additional taxes
resulting from any change in use of, or construction on, or improvement to the
Property, or an adjustment in the appraised value of the Property.
1.8 Risk of Loss. In the event of fire, destruction, or other casualty loss to the
Property after the Effective Date, and prior to the Closing Date, (a) Donor may, at
its sole discretion, repair or restore the Property, or (b) either Party may terminate
the Agreement. If Donor elects to repair or restore the Property, then Donor may,
in its sole discretion, limit the amount to be expended. If Donor elects not to
repair or restore the Property, Donee shall either (a) acquire the Property in its
AS -IS condition at the time of such acquisition, or (b) terminate the Agreement.
1.9 Eminent Domain. In the event that the Donor's interest in the Property, or any
part thereof, shall have been taken by eminent domain, or shall be in the process
of being taken on or before the Closing Date, either Party may terminate the
Agreement and neither Party shall have any further rights or liabilities hereunder.
2. ACKNOWLEDGMENTS AND RELEASE.
2.1 DONEE'S ACKNOWLEDGMENTS. DONEE ACKNOWLEDGES THAT
DONEE IS ACCEPTING THE PROPERTY SOLELY IN RELIANCE ON
DONEE'S OWN INVESTIGATION, AND THE PROPERTY IS IN "AS IS,
WHERE IS" CONDITION WITH ALL FAULTS AND DEFECTS, LATENT
OR OTHERWISE. DONEE EXPRESSLY ACKNOWLEDGES THAT, IN
CONSIDERATION OF THE AGREEMENT OF DONOR HEREIN, AND
EXCEPT AS OTHERWISE SPECIFIED HEREIN, DONOR MAKES AND
HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT
NOT LIMITED TO, ANY WARRANTY AS TO CONDITION,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR
PURPOSE, WITH RESPECT TO THE PROPERTY OR ANY MATTER
RELATED THERETO, OR (WITHOUT LIMITATION) TO ANY OF THE
FOLLOWING MATTERS:
(a) Soils, Etc. Soils, seismic, hydrological, geological and topographical
conditions and configurations.
(b) Artifacts. Archeological, prehistoric and historic artifacts, remains and relics.
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(c) Endangered Species. Endangered plant, animal and insect species.
(d) Hazardous Materials. Hazardous Materials and other environmental
conditions, including without limitation, lead-based paint, asbestos and mold.
(e) Physical Defects. Physical and mechanical defects in or on the Property,
including without limitation, the plumbing, heating, air conditioning and
electrical systems and the roof, floor, ceilings, walls and other internal
structural components of any buildings or improvements.
(f) Land and Floor Area. The area of the land and the square footage contained
in any buildings or improvements.
(g) Utilities, Schools, Etc. Availability of adequate utilities, water, schools,
public access, and fire and police protection.
(h) Assessment Districts. The status and nature of any assessment districts and
the amount of any assessment liability.
(i) Planning and Zoning. Present, past or future conformity of the Property with
planning, building, zoning, subdivision and development statutes, ordinances,
regulations and permits, the general plan and the specific plan.
(j) Development Fees. The character and amount of any fee, charge or other
consideration which must be paid by Donee to develop the Property.
(k) Title. The condition of title to the Property, including but not limited to the
existence of any easement, license or encroachment whether or not a matter
of public record, and whether or not visible upon inspection of such Property.
(1) Taxes. The status of any general or special real property taxes or assessments
or personal property taxes or any other taxes and assessments applicable to
the Property.
(m) Owner's Association. The financial condition of any owner's association,
including, without limitation, the adequacy of any reserves held by any
owner's association.
(n) Other Matters. Any other matter relating to the Property or to the
development or operation of the Property, including, but not limited to, value,
feasibility, cost, governmental permissions or entitlements, marketability,
investment return and compliance of the Property, its operation or use with
any laws, rules, ordinances, regulations or codes of any government or other
body.
2.2 RELEASE.
(a) RELEASE. DONEE FULLY RELEASES AND DISCHARGES DONOR
FROM AND RELINQUISHES ALL RIGHTS, CLAIMS AND
ACTIONS THAT DONEE MAY HAVE OR ACQUIRE AGAINST
DONOR WHICH ARISE OUT OF OR ARE IN ANY WAY
CONNECTED WITH THE CONDITION OF THE PROPERTY,
INCLUDING WITHOUT LIMITATION (A) ANY MATTER SET
FORTH IN SECTION 2.1 ABOVE, (B) THE PRESENCE OF
HAZARDOUS MATERIALS ON, UNDER OR ABOUT ANY
PROPERTY (INCLUDING BUT NOT LIMITED TO ANY
UNDISCOVERED HAZARDOUS MATERIALS LOCATED BENEATH
THE SURFACE OF THE PROPERTY) AND (C) VIOLATIONS OF
ANY HAZARDOUS MATERIALS LAWS PERTAINING TO THE
PROPERTY OR THE ACTIVITIES THEREON. THIS RELEASE
APPLIES TO ALL DESCRIBED RIGHTS, CLAIMS AND ACTIONS,
WHETHER KNOWN OR UNKNOWN, FORESEEN OR
UNFORESEEN, PRESENT OR FUTURE.
(b) MEANING. FOR PURPOSES OF THIS SECTION Error! Reference
source not found., ALL REFERENCES TO "DONOR" SHALL
INCLUDE: (A) DONOR'S PARENT, SUBSIDIARY AND AFFILIATE
CORPORATIONS, (B) DONOR'S DIRECTORS, OFFICERS,
SHAREHOLDERS, EMPLOYEES AND AGENTS, AND (C) THE
HEIRS, SUCCESSORS, PERSONAL REPRESENTATIVES AND
ASSIGNS OF DONOR'S DIRECTORS, OFFICERS,
SHAREHOLDERS, EMPLOYEES AND AGENTS.
(c) EFFECTIVENESS. THE PROVISIONS OF THIS SECTION 2 SHALL
BE EFFECTIVE AS OF THE CLOSING DATE AND SHALL
SURVIVE THE CLOSING DATE OR TERMINATION OF' THIS
AGREEMENT.
3. TIME IS OF THE ESSENCE: CLOSING DATE.
3.1 It is agreed that time is of the essence with respect to all dates specified in this
Agreement and any addenda, riders or amendments thereto, meaning that all
deadlines are intended to be strict and absolute. The Agreement shall terminate
automatically, and without notice, if it is not concluded by the Closing Date, or any
agreed extension thereof.
3.2 The closing shall take place on or before MAY 18, 2015 (the "Closing Date"),
unless the Closing Date is extended in writing signed by Donor and Donee or
extended by Donor under the terms of this Agreement. The closing shall be held in
the offices of the title company of Donee's choice, Donor's attorney or Donee's
attorney, or at a place so designated and approved by Donor, unless otherwise
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required by applicable law. If the closing does not occur by the date specified in
this Section or in any extension, this Agreement is automatically terminated.
4. GENERAL PROVISIONS.
4.1 Entire Agreement. This Agreement contains the entire agreement between the
parties concerning the Donation and sale of the property, and supersedes all prior
written or oral agreements between the parties to this Agreement. No addition to or
modification of any term or provision shall be effective unless in writing, signed
by both Donor and Donee.
4.2 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the parties.
4.3 Partial Invalidity. If any portion of this Agreement shall be declared by any court
of competent jurisdiction to be invalid, illegal or unenforceable, that portion shall
be deemed severed from this Agreement and the remaining parts shall remain in
full force as fully as though the invalid, illegal or unenforceable portion had never
been part of this Agreement.
4.4 Termination. Prior to the Closing Date, this Agreement may be terminated by
Donor at any time for any or no reason by written notice to Donee.
4.5 Governing Law. The parties intend and agree that this Agreement shall be
governed by and construed in accordance with the laws of the state in which the
Property is located.
4.6 No Third Parties Benefits. No person other than Donor and Donee, and their
permitted successors and assigns, shall have any right of action under this
Agreement.
4.7 Waivers. No waiver by either party of any provision shall be deemed a waiver of
any other provision or of any subsequent breach by either Party of the same or any
other provision.
4.8 Captions. The captions and Section numbers of this Agreement are for
convenience and in no way define or limit the scope or intent of such Sections of
this Agreement.
4.9 Counterparts. To facilitate execution, this Agreement may be executed in as many
counterparts as may be convenient or required. It shall not be necessary that the
signature of, or on behalf of, each party, or that the signature of all persons required
to bind any party, appear on each counterpart. All counterparts shall collectively
constitute a single instrument. It shall not be necessary in making proof of this
instrument to produce or account for more than a single counterpart containing the
respective signatures of, or on behalf of, each of the parties hereto. Any signature
page to any counterpart may be detached from such counterpart without impairing
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the legal effect of the signatures thereon and thereafter attached to another
counterpart identical thereto except having attached to it additional signature pages.
4.10 No Presumption. All the parties hereto and their attorneys have had full
opportunity to review and participate in the drafting of the final form of this
Agreement and all documents attached as exhibits. Accordingly, such documents
shall be construed without regard to any presumption or other rule of construction
whereby any ambiguities within this Agreement would be construed or interpreted
against the party causing the document to be drafted.
4.11 Notices. Any notices or other communication required or permitted under this
Agreement shall be in writing, and shall be personally delivered, or sent by
certified or registered United States mail, postage prepaid, retum receipt requested,
or by overnight delivery by a reputable courier to the address of the party set forth
in this Section, or sent by fax to the Fax number of the party set forth in this
Section, or sent by e-mail to the party set for in this Section. Such notice or
communication shall be deemed given if sent by personal delivery or by overnight
courier, when delivered in person, if sent by fax, when evidence of successful
transmission by telecopier has been received by sender or, in the case of mailed
notice, forty-eight (48) hours following deposit in the United States mail. Notice of
change of address shall be given by written notice in the manner detailed in this
Section.
If to the Donee: CITY OF WATERLOO
Address: 620 Mulberry Street
Waterloo, IA 50703
Rudy D. Jones
rudyiones@materloo-ia.org
If to the Donor: Owner
1 Home Campus
Des Moines, Iowa 50328-0001
Attention: Amy Schnell, MAC# X2301-049
Fax Number: 877-611-1969
amy.schnell@wellsfargo.com
4.12 Joint and Several. If more than one person or entity has executed this Agreement
as Donee, the obligations of all such persons or entities hereunder shall be joint and
several.
[Signatures on the next page]
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DONEE:
CITY OF WATERLOO
Signature:
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Print Name: E r r es4- C-, . C1 04 -
Title: o r
Date: l , 2-0 IS -
DONOR:
OWNER
Signatur
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Title:
Date:
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EXHIBIT "A"
PROPERTY ADDRESS:
718 KERN STREET
WATERLOO, IA 50703
LEGAL DESCRIPTION:
LOT NO. FIFTEEN (15) BLOCK NO. (2) IN "RIEHLS ADDITION" IN WATERLOO, IOWA.
TAX PARCEL NO:
891314378015
Exhibit A
EXHIBIT "B"
Donee's Closing Agent
Please select ONE of the following options for closing:
DONEE: CITY OF WATERLOO
n Donee selects Donor's Preferred Title Company to act as the closing agent and the Title Company.
® If the Donee chooses not to use the Donor's Preferred Title Company to act as the closing agent and the Title
Company, then the following section will need to be completed. Please note this box MUST be selected to
qualify for the up to $2,500 Donee closing credit.
Please provide contact information for Donee's chosen Title Company:
Company: Black Hawk County Abstract and Title
Company Mailing Address: 614 Sycamore Street
Contact Name: Teresa Kool
Phone: 319-291-4000
Email- teresakool@blacichawkabstract.com