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HomeMy WebLinkAboutSans Souci Association Inc-9/27/2010CONDITIONAL O14'ER TO BUY PROPERTY TO: Sans Souci Association, Inc. ("Seller") FROM: City of Waterloo, Iowa ("Buyer") Upon the terms and conditions set forth in this Conditional Offer to Buy Property (the "Offer"), Buyer hereby offers to buy, and the Seller by its acceptance agrees to sell, the real property situated in Waterloo, Black Hawk County, Iowa, known as assessor Parcel Nos. 891315376004 and 891315376019 and streets, alleys. and riverlront, all as shown in red color on the attached map, together with any easements and appurtenant servient estates, but subject to any reasonable easements of record for public utilities or roads, any zoning restrictions, customary restrictive covenants, and mineral reservations of record, if any (all of which interests are herein referred to as the "Property"). 1. PURCHASE PRICE. The Purchase Price for the Property shall be $0, but this sale and purchase is made in consideration of Buyer's purchase of other property of Seller (the "Common Ground") as part of a flood buyout project and in consideration of the mutual promises set forth herein. 2. POSSESSION AND CLOSING. If Buyer timely performs all obligations, possession of the Property shall be delivered to Buyer at closing. Closing shall occur after the approval of title by Buyer and satisfaction or waiver of other contingencies, including but not limited to the readiness of the parties to close on the Common Ground. Closing hereunder shall be scheduled to coincide with closing on the Common Ground. Buyer does not agree to take possession subject to the rights of non -owner occupants, if any, now in possession. 3. REAL ESTATE TAXES. Seller shall pay taxes that are due and payable until and including the closing date and any unpaid real estate taxes payable in prior years. Buyer shall pay all subsequent real estate taxes. 4. SPECIAL ASSESSMENTS. Seller shall pay at time of closing all installments of special assessments which are a lien on the Property as of closing, and all prior installments thereof. AlI 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 assessment which cannot be discharged by payment shall be paid by Seller through an escrow account with sufficient funds to pay such liens when payable, with any unused funds returned to Seller. Buyer shall pay all other special assessments 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 purchase additional insurance. In the event of substantial damage or destruction prior to closing, Seller shall promptly notify Buyer of same, and Buyer shall have the option to complete the closing and receive insurance proceeds regardless of the extent of damages or to declare this Offer null and void. The Property shall be deemed substantially damaged or destroyed if it cannot be repaired to its present condition on or before the closing date. 6. FIXTURES. Included with the Property shall be all fixtures that integrally belong to, are specifically adapted to or are a part of the real estate, whether attached or detached, such as attached carpeting, built-in appliances and accessories, light fixtures and bulbs, awning, shutters, window shades, rods, blinds, ceiling fans, TV tower, antenna, rotor and controls, door chimes, fireplace grates and andirons, mailbox, installed sump pump, garage door openers and controls, and bushes, shrubs, and other vegetation. Also included, if not rentals, are satellite dish, water softener and filtration systems, installed alarm devices, propane tanks, and all other fixtures not hereinafter reserved by Seller in writing. 7. CONDITION OF PROPERTY. The Property as of the date of this Offer, including buildings, grounds, and all improvements, will be preserved by the Seller in its present condition until possession, ordinary wear and tear excepted. Except as expressly set forth in this Offer, Seller sells the Property "AS IS" and makes no warranties, expressed or implied, as to the condition of the Property. Seller agrees to remove from the Property prior to possession all debris and personal property that is not included in this Offer, including but not limited to vehicles, vehicle parts, appliances, furniture and furnishings, storage containers, household cleaners and solvents, construction materials, firewood, and any other item of property that is not a fixture. Buyer shall be permitted to make a "walk through" inspection of the Property prior to closing. After acceptance of this Offer by Buyer, Buyer may, at its sole expense, conduct such inspections, investigations, and inventories of the Property as it deems reasonable or necessary, and for such purposes Seller hereby grants to Buyer, its employees, agents and contractors, the right to enter upon the Property at reasonable times and upon reasonable advance notice (oral or written). 8. ABSTRACT AND TITLE. Seller shall promptly provide to Buyer an abstract of title to the Property, if Seller possesses an abstract. Buyer may, at its option, cause the abstract of title to be updated or prepared at Buyer's sole expense. The abstract shall become the property of Buyer when the deed for the Property is delivered to Buyer at closing. Unless stricken, the abstract shall be obtained from an abstracter qualified by the Guaranty Division of the Iowa Housing Finance Authority. 9. SURVEY. If a survey is required under Iowa Code Chapter 354, or city or county ordinances, Buyer shall have the option to pay the costs thereof or to cancel this Agreement without further obligation by either party. 10. ENVIRONMENTAL MA 1'IERS. The Seller hereby represents and warrants to Buyer that: A. Environmental Representations and Warranties: 1. There are not abandoned wells, agricultural drainage wells, solid waste disposal sites, or underground storage tanks (as defined in Iowa Code Chapter 455B) located in or about the Property. 2. There are no actively used or abandoned septic tanks or systems on the Property, except as identified here: 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 under 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 shall 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. 2 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 Iaw, 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 immediately without further obligation or liability. 11. CONVEYANCE DOCUMENTS. Upon payment of the Offer Price, Seller shall convey the Property to Buyer by quit claim deed, free and clear of all liens, restrictions, and encumbrances except as provided in this Offer. If requested by Buyer, Seller shall also provide a bill of sale on a form satisfactory to Buyer for purposes of transferring title to personal property items or mixed property items that are included in the sale. 12. JOINT TENANCY 1N PROCEEDS AND IN REAL ESTATE. If Seller, immediately preceding acceptance of the Offer, holds title to the Property in joint tenancy with full 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 continuing or recaptured rights of Seller in the Property, shall belong to Seller as joint tenants with full rights of survivorship and not as tenants in common; and Buyer in the event of death of any Seller, agrees to pay any balance of the Offer Price due Seller under this Offer to the surviving Seller and to accept a deed and bill of sale from the surviving Seller consistent with this Offer. 13. JOINDER BY SELLER'S SPOUSE. N/A. 14. STATEMENT AS TO LIENS. If Buyer intends to assume or take subject to a lien on the Property, Seller shall furnish Buyer with a written statement prior to closing from the holder of such lien, showing the correct balance due. 15. USE OF PURCHASE PRICE. N/A. 16. APPROVAL OF COURT. If the Property is an asset of any estate, trust, conservatorship, or receivership, this Offer shall be subject to court approval, unless declared unnecessary by Buyer's attorney. If necessary, the appropriate fiduciary shall proceed promptly to a hearing for court approval. In that event a court officer's deed shall be used to convey title. 17. REMEDIES OF THE PARTIES. Buyer and Seller are entitled to utilize any and all remedies or actions at law or in equity available to them, and the prevailing party shall also be entitled to obtain judgment for costs and attorney fees. 18. NOTICE. Any notice under this Offer shall be in writing and be deemed served when it is delivered by personal delivery or mailed by certified mail, addressed to the parties at the addresses given below. 19. NO REAL ESTATE AGENT OR BROKER. Neither party has used the service of a real estate agent or broker in connection with this transaction. 20. NO LEASES. Seller represents and warrants to Buyer that there are no leases, tenancies, or other rights of occupancy for use of any portion of the Property, other than those identified here: Buyer agrees to provide Seller an easement for ingress and egress across the property in question for purposes of providing access to additional property owned by the Seller known as Parcel No. 89 l315301001., Seller agrees to indemnify and hold harmless Buyer from and against any and all claims, demands, causes of action, damages, losses or liabilities whatsoever, arising from or in connection with any alleged leasehold interest, tenancy or other right of occupancy or use for any portion of the Property. 21. Reserved, 3 22. GENERAL PROVISIONS. In the performance of each part of this Offer, time shall be of the essence. Failure to promptly assert rights herein shall not, however, be a waiver of such rights or a waiver of any existing or subsequent default. This Offer shall apply to and bind the successors in interest of the parties. This Offer shall survive the closing. This Offer contains the entire agreement of the parties and shall not be amended except by a written instrument duly signed by Seller and Buyer. Paragraph headings are for convenience of reference and shall not limit or affect the meaning of this Offer. Words and phrases herein shall be construed as in the singular or plural number, and as masculine, feminine or neuter gender according to the context. 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. This Offer is subject to proof of approval of the shareholders and board of directors of Seller. C. This Offer is subject to all conditions precedent to closing on the Common Ground. D. This sale and purchase is made concurrent with and in consideration of Buyer's purchase of the Common Ground. The parties hereby agree that the Sellers cost for this transaction, including real estate taxes and document preparation, will be deducted from the proceeds of the "Common Ground" acquisition. 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 � pjt bpd' , , 2010, this Offer shall be null and void. Dated u1- '1 3 , 2010. SELLER — Sans Souci Association, Inc. • By: Richard Johns � esident By: 1 2/94 .41-71.,/ Maureen Hastings, Secretary Date: 1900 Four Winds Dr Cedar Falls, IA 50613 c/o Richard Johnson BUYER — of Waterloo, Iowa By; Title: 715 Mulberry Street Waterloo, IA 50703 Attn: Tim Andera Approved by Waterlo. ity Council on Sir"" ;(1/26(0 by Resolution No. 8o (0 ' li r C,P Authorized by: �` �Gf� AttesDate Approved: ll 7 VOW (Mayor) (City Clerk) 4 4oafoJd dOWH ui papnpu! pue- peEOJd dOWH ay} ap!ssno pannboe aq o} pue'1