HomeMy WebLinkAboutArlin and Delores Zevenbergen-3/14/2011SECOND AND FINAL CONDITIONAL OFFER T
TO: Arlin and Dolores Zevenbergen ("Seller")
FROM: City of Waterloo, Iowa ("Buyer")
Upon the terms and conditions set forth in this Second and Final Con
(the "Offer"), Buyer hereby offers to buy, and the Seller by its acceptance a
Waterloo, Black Hawk County, Iowa, locally known as Parcel No. 891315
set forth in attached Exhibit "A", and legally described as in the abstract o
appurtenant servient estates, but subject to any reasonable easements of r
zoning restrictions, customary restrictive covenants, and mineral reservation
are herein referred to as the "Property").
1, PURCHASE PRICE. The Purchase Price shall be $53,000.00, w
closing, subject to such deductions as are provided for in this Offer, to be
interest to be acquired upon performance of Seller's obligations and satis
The Purchase Price may also be subject to deductions for duplication of bene
and, as applicable, insurance proceeds for property damage occurring afte
Price as so reduced is referred to herein as the Offer Price. As one cond'
market value for the Property, Seller must certify, on a form satisfactory to
United States or a qualified alien.
1A. FLOOD BUYOUT ACQUISITION AND DEDUCTIONS. Sell
pursuant to the terms of a grant agreement with Iowa Homeland Security
administering a voluntary property acquisition project (the "Project").
Emergency Management Agency (FEMA) and U.S. Department of Housin
prevent duplication of federal assistance made to flood disaster victims,
of assistance received by the Seller from State, Federal and private sources
determining the Offer Price payable to Seller, including FEMA and/or SBA
duplication of benefits statement has been issued that describes benefits
amounts of any corresponding reductions in the Purchase Price. Dedu
determination on deductions will be made prior to closing.
2. POSSESSION AND CLOSING. If Buyer timely performs all obli
be delivered to Buyer at closing, unless an extension has been agreed to in
administrative plan (the "Plan") adopted by Buyer with respect to the Proje
hundred twenty (120) days after Seller's acceptance of this Offer, unless e
writing, but in any event after the approval of title by Buyer, satisfaction
satisfaction of all Project conditions set forth in the Plan. Buyer does not
rights of non -owner occupants, if any, now in possession.
BUY PROPERTY
tional Purchase Offer to Buy Property
ees to sell, the real property situated in
26002 more particularly described as
title, together with any easements and
rd for public utilities or roads, any
of record, if any (all of which interests
ch shall be due and payable in full at
delivered to Seller and others with an
ction of Buyer's contingencies, if any.
is as described in paragraph 1A below
the date of this Offer. The Purchase
'on for eligibility to receive pre -flood
uyer, that he or she is a National of the
r acknowledges that Buyer is acting
d Emergency Management Division in
e Project is funded by the Federal
and Urban Development (HUD). To
and FEMA require that certain types
r flood -related damage be deducted in
ds already disbursed. If applicable, a
eviously received and the estimated
tions are estimates only, and a final
tions, possession of the Property shall
King by the parties consistent with the
Closing shall occur no later than one
nded to a later date by the parties in
or waiver of other contingencies, and
gree to take possession subject to the
3. REAL ESTATE TAXES. Seller shall pay taxes prorated to the c osing date and any unpaid real estate
taxes payable in prior years. Buyer shall pay all subsequent real estate taxe'. At closing Seller shall pay Buyer, or
Buyer shall be given credit for, an amount equal to taxes from the first da of July prior to closing to the date of
closing based upon the assessed value of the Property applicable to such fis .1 year; provided that if the tax levy rate
for such fiscal year has not been determined then the levy rate for the current fiscal year will be applied to determine
the tax proration. Taxes shall be prorated as set forth in Iowa Code § 427.2.
4. SPECIAL ASSESSMENTS. Seller shall pay at time of closing . I installments of special assessments
which are a lien on the Property as of closing, and all prior installments thereof. All charges for solid waste
removal, sewage and maintenance that are attributable to Seller's possession, including those for which assessments
arise after closing, shall be paid by Seller. Any preliminary or deficiency ass ssment which cannot be discharged by
payment shall be paid by Seller through an escrow account with sufficient ds to pay such liens when payable,
with any unused funds returned to Seller. Buyer shall pay all other special ; sessments or installments not payable
by Seller.
5. RISK OF LOSS AND INSURANCE. Seller shall bear the risk of loss or damage to the Property prior to
closing. Seller agrees to maintain existing insurance, and Buyer may purch:
substantial damage or destruction prior to closing, Seller shall promptly noti
the option to complete the closing and receive insurance proceeds regardles
this Offer null and void. The Property shall be deemed substantially damage
its present condition on or before the closing date.
6. FIXTURES. Included with the Property shall be all fixtures tha
adapted to or are a part of the real estate, whether attached or detache
appliances and accessories, light fixtures and bulbs, awning, shutters, windo
tower, antenna, rotor and controls, door chimes, fireplace grates and andiron
door openers and controls, and bushes, shrubs, and other vegetation. Also
water softener and filtration systems, installed alarm devices, propane
reserved by Seller in writing.
7. CONDITION OF PROPERTY. The Property as of the date of this
all improvements, will be preserved by the Seller in its present condition
excepted. Except as expressly set forth in this Offer, Seller sells the Pro•
expressed or implied, as to the condition of the Property. Seller agrees
possession all debris and personal property that is not included in this Offe
vehicle parts, appliances, furniture and furnishings, storage containers, house
materials, firewood, and any other item of property that is not a fixture, un
time after closing pursuant to the Plan. Buyer shall be permitted to m.
Property prior to closing as provided in the Plan.
e additional insurance. In the event of
Buyer of same, and Buyer shall have
of the extent of damages or to declare
or destroyed if it cannot be repaired to
integrally belong to, are specifically
such as attached carpeting, built-in
shades, rods, blinds, ceiling fans, TV
, mailbox, installed sump pump, garage
eluded, if not rentals, are satellite dish,
and all other fixtures not hereinafter
ffer, including buildings, grounds, and
til possession, ordinary wear and tear
rty "AS IS" and makes no warranties,
to remove from the Property prior to
, including but not limited to vehicles,
old cleaners and solvents, construction
ess Buyer is permitted an extension of
e a "walk through" inspection of the
0
After acceptance of this Offer by Buyer, Buyer may, at its sol:
investigations, and inventories of the Property as it deems reasonable or n
hereby grants to Buyer, its employees, agents and contractors, the right to
times and upon reasonable advance notice (oral or written).
8. ABSTRACT AND TITLE. Seller shall promptly provide to Buy -
Seller possesses one. Buyer shall cause the abstract of title to be updated or
abstract shall show marketable title in Seller in conformity with this Offer, I
State Bar Association. The Seller shall make every reasonable effort to pro
due to Seller's inability to provide marketable title, this Offer shall contin
rescinds the Offer after giving ten (10) days' written notice to the other
property of Buyer when the Offer Price is paid in full. Seller shall pay the
title work due to any act or omission of Seller, including transfers by or the
valid objections have been satisfied or provided for, Seller shall have no o
excepting any made necessary by its own affairs. Unless stricken, the abstr
qualified by the Guaranty Division of the Iowa Housing Finance Authority.
9. SURVEY. If a survey is required under Iowa Code Chapter 354, o
pay the costs thereof. Buyer may, at its expense prior to closing, have th
registered land surveyor. If the survey shows an encroachment on the Prop
the Property encroach on lands of others, the encroachments shall be treated
10. ENVIRONMENTAL MA I l'ERS. The Seller hereby represents an
A. Environmental Representations and Warranties:
.1
expense, conduct such inspections,
cessary, and for such purposes Seller
enter upon the Property at reasonable
an abstract of title to the Property, if
prepared at Buyer's sole expense. The
wa law, and title standards of the Iowa
ptly perfect title. If closing is delayed
e in force and effect until either party
arty. The abstract shall become the
costs of any additional abstracting and
ath of Seller or its assignees. After all
ligation to pay for further abstracting,
ct shall be obtained from an abstracter
city or county ordinances, Buyer shall
Property surveyed and certified by a
rty or if any improvements located on
a title defect.
warrants to Buyer that:
1. There are not abandoned wells, agricultural drainage wells, solid waste disposal sites, or
underground storage tanks (as defined in Iowa Code Chap ; r 455B) Located in or about the
Property.
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2. There are no actively used or abandoned septic tanks or systems on the Property, except as
identified here: A-° `.< ,°� �� 4 /1,--
3.
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3. There is, and has been, no hazardous waste stored, generated, treated, transported, installed,
dumped, handled or placed in, on, or about the Property.
4. At no time have any Federal or State hazardous waste clean-up funds been expended with respect
to any of the Property.
5. There has never been any solid waste disposal site or underground storage tank located in, or
about the Property, nor has there been any release from an underground storage tank on real
property contiguous to the Property which has resulted in any hazardous substance coming in
contact with the Property.
6. Seller has not received any directive, citation, notice, letter, or other communication, whether
written or oral, from the Environmental Protection Agency, the Iowa Department of Natural
Resources, any other governmental agency with authority uider any environmental laws, or any
other person or entity regarding the release, disposal, discharge, or presence of any hazardous
waste on the Property, or any violation of any environmental laws.
7. To the best of Seller's knowledge, neither the Property, nor the real property contiguous to the
Property, nor the predecessors in title to the Property, are in violation of, or subject to, any
existing, pending, or threatened investigation or inquiry by any governmental authority or to any
removal or remedial obligations under any environmental laws.
The foregoing representations and warranties, and the environmental indemnifications set forth in the
following subparagraph B, shall survive the closing. In addition, the foregoing representations and
warranties and the indemnifications provisions in this Offer sha 1 not be affected by any study,
investigation, or inspection of the Property by Buyer or the agents for Buyer.
B. Environmental Indemnification. Seller agrees to indemnify, defend and hold harmless Buyer from and
against any and all claims, demands, fines, penalties, causes of action, losses, damage, liabilities,
expenses, and costs (including but not limited to court costs and reasonable attorneys' fees, which may
include the value of services provided by Buyer's legal department or contract attorneys, incurred by
Buyer to enforce this provision), asserted against or incurred by Buyer by reason of or arising out of
the breach of any representation or warranty of Seller set forth above.
C. Additional Environmental Provisions. Seller shall not store, generate, treat, transport, install, dump,
handle, or place in, on, or about any portion of the Property any hazardous waste or hazardous
substance as defined by applicable law, rule or regulation. if Seller receives any notice from any
governmental authority or any other party regarding the release or presence or any hazardous waste or
hazardous substance on any portion of the Property, then Seller shall immediately notify Buyer of such
fact. In addition, Buyer or its agents shall have the right to enter upon the Property at any time to
perform additional environmental studies. If at any time Buyer in its sole discretion determines that
hazardous wastes or hazardous substances are present on any portion of the Property, Buyer may
terminate this Offer inunediately without further obligation or liability.
11. CONVEYANCE DOCUMENTS. Upon payment of the Offer Price, Seller shall convey the Property to
Buyer by warranty deed, free and clear of all liens, restrictions, and encumbrances except as provided in this Offer.
General warranties of the title shall extend to the time of delivery of the deed, excepting liens and encumbrances
suffered or permitted by Buyer.
12. JOINT TENANCY IN PROCEEDS AND IN REAL ESTATE. If Seller, immediately preceding
acceptance of the Offer, holds title to the Property in joint tenancy with ft 11 rights of survivorship, and the joint
tenancy is not later destroyed by operation of law or by acts of the Seller, then the proceeds of this sale, and any
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continuing or recaptured rights of Seller in the Property, shall belong to S
survivorship and not as tenants in common; and Buyer in the event of death
of the Offer Price due Seller under this Offer to the surviving Seller and to
surviving Seller consistent with this Offer.
13. JOINDER BY SELLER'S SPOUSE. Seller's spouse, if not
acceptance, executes this Offer only for the purpose of relinquishing all righ
share or in compliance with Iowa Code § 561.13 and agrees to execute the d
14. STATEMENT AS TO LIENS. If Buyer intends to assume or take
shall furnish Buyer with a written statement prior to closing from the h
balance due.
15. USE OF PURCHASE PRICE. At time of settlement, funds of th;
assessments, and other liens, to pay for the cost of removing Seller's person
to pay judgments or satisfy title defects, to pay costs of closing and settleme
and to acquire outstanding interests of others, if any.
16. APPROVAL OF COURT. If the Property is an asset of any estate
this Offer shall be subject to court approval, unless declared unnecessary
appropriate fiduciary shall proceed promptly to a hearing for court approv
shall be used to convey title.
17. REMEDIES OF THE PARTIES. Buyer and Seller are entitled to
law or in equity available to them, and the prevailing party shall also be e
attorney fees.
18. NOTICE. Any notice under this Offer shall be in writing and be
personal delivery or mailed by certified mail, addressed to the parties at the a
19. NO REAL ESTATE AGENT OR BROKER. Neither party has u
broker in connection with this transaction.
20. NO LEASES. Seller represents and warrants to Buyer that there ar
occupancy for use of any portion of the Property, other than those identifie
Iler as joint tenants with full rights of
f any Seller, agrees to pay any balance
accept a deed and bill of sale from the
a titleholder •immediately preceding
of dower, homestead, and distributive
ed or bill of sale for this purpose.
subject to a lien on the Property, Seller
der of such lien, showing the correct
Offer Price may be used to pay taxes,
property and debris from the Property,
t that are Seller's responsibility to pay,
trust, conservatorship, or receivership,
y Buyer's attorney. If necessary, the
In that event a court officer's deed
lize any and all remedies or actions at
titled to obtain judgment for costs and
eemed served when it is delivered by
dresses given below.
d the service of a real estate agent or
no leases, tenancies, or other rights of
here:
Seller agrees to indemnify and hold harmless Buyer from and against any an
damages, losses or liabilities whatsoever, arising from or in connection with
or other right of occupancy or use for any portion of the Property.
21. VOLUNTARY ACQUISITION. The Seller, as owner of the Prop
flooding which is a presidentially declared disaster, acknowledges that
Property pursuant to Buyer's Voluntary Acquisition Program and the Seller'
acquisition. Seller represents and warrants that it is under no duress or coerc'
and Buyer will not pursue acquisition of this Property by eminent domain
accept this Offer as part of the Hazard Mitigation Grant Program for DR -1
that if it accepts this Offer, it will be necessary to move permanently from th
22. GENERAL PROVISIONS. In the performance of each part of t
Failure to promptly assert rights herein shall not, however, be a waiver of
subsequent default. This Offer shall apply to and bind the successors in i
survive the closing. This Offer contains the entire agreement of the parties
written instrument duly signed by Seller and Buyer. Paragraph headings are
not limit or affect the meaning of this Offer. Words and phrases herein shall
number, and as masculine, feminine or neuter gender according to the contex
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all claims, demands, causes of action,
any alleged leasehold interest, tenancy
which has been damaged as result of
uyer has presented this Offer for the
acceptance of this Offer is a voluntary
e action by Buyer to accept this Offer,
r other means if the Seller declines to
63. The Seller further acknowledges
Property.
s Offer, time shall be of the essence.
h rights or a waiver of any existing or
terest of the parties. This Offer shall
and shall not be amended except by a
for convenience of reference and shall
e construed as in the singular or plural
23. OTHER CONDITIONS.
A. Notwithstanding any signatures below by representatives of Buyer, this Offer is expressly subject to
approval by the city council of Buyer.
B. Acceptance of this Offer will be deemed to occur only if all persons with an ownership interest in the
Property have signed this Offer by the date specified in paragraph 25 below. Buyer will permit an extension of an
additional thirty (30) days if Seller requests an extension in writing, and further extensions may be approved by
Buyer under extraordinary circumstances beyond the reasonable control of Seller. If this Offer is not accepted by
Seller on or before the expiration date or any approved extension it will be deemed to be rejected by Seller. If Seller
does not wish to accept this Offer, Buyer requests that Seller notify Buyer as soon as possible.
24. ENTIRE AGREEMENT. This Offer represents the entire agreement between the parties, superseding all
prior or contemporaneous understandings, negotiations, discussions, or agreements between the parties with respect
to the subject matter hereof.
25. ACCEPTANCE. When accepted, this Offer shall become a binding contract. If not accepted and delivered
to Buyer on or before March 14, 2011, this Offer shall be null and void.
Dated February 4, 2011.
Address:
715 Mulberry
Waterloo, IA 50703
Attn: Tim Andera
Approved by Waterl.:'s ty Council on%�.�t. ,11r `/ by Resolution No. 1—iltp
Authorized b ; Attest:._. Date Approved:
(City Clirk)
(Mayor)
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Exhibit "A"
GOVTLOT7DESASW30.36AEXCNWIA&EXCSW2A&SE2ASEC15T89R13
ADDENDUM TO PURCHASEJSALE AGREEMENT
Buyer herein acknowledges that it is the possible intention of the Seller to create
an IRS Code Section 1031 tax-deferred exchange and that the Seller's rights
and obligations under this agreement may be assigned to Black Hawk
Exchange, Inc. to facilitate such exchange. Buyer agrees to cooperate with the
Seller in a manner necessary to enable Seller to initiate said exchange at no
additional cost or liability to the Buyer.
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