HomeMy WebLinkAboutChicago, Central & Pacific Railroad Company - Real Estate Sale Contract - 12/12/2005 /.,I, S
REAL ESTATE SALE CONTRACT
To: CN Real Estate Department
c/o Rail Property Management
57 Ogden Avenue
Clarendon Hills, Illinois 60514
Telephone: 630-325-6602
Fax: 630-325-6908
The undersigned, hereinafter called Buyer, hereby offers to buy from Chicago, Central & Pacific
Railroad Company, a Delaware corporation, hereinafter called Seller, the interest of Seller in the
real estate hereinafter described and called the "Premises', on the following terms and
conditions:
1. Price. Buyer agrees to pay Seller a total purchase price of $.55 per square foot for the
approximate 77,250 square foot parcel, more or less, based on the gross area of said
Property, as determined by a licensed Iowa Land Surveyor in compliance with Section
354.4 of Iowa Code 1998. Buyer shall procure the survey at its sole expense within 45
days from Seller's acceptance of this offer. Said survey shall include a legal description
of the Property, recite the exact land area of the Property and require the approval of
said survey by both Buyer and Seller. Seller shall incorporate said legal description into
the quitclaim deed of conveyance and all pertinent closing documents. Buyer and Seller
agrees that in no case shall the purchase price be less than Thirty Nine Thousand
Dollars ($39,000.00) payable at Closing.
2. Deposit. A deposit of Four Thousand dollars ($4,000.00) (the "Deposit') is delivered to
Seller contemporaneously with the delivery of this offer. The Deposit shall be applied
against the purchase price at Closing or applied as provided in Paragraph 9. Any
interest on the Deposit shall be the property of Seller.
3. Prope . The property to be conveyed (the "Premises') are shown on Exhibit A
attached hereto and made a part hereof, and are located in or near the City (Village) of
Waterloo, County of Black Hawk, State of Iowa. Any tracks and appurtenances,
buildings or other railroad improvements are not included in the Premises to be
conveyed.
4. Conveyance. Seller shall convey or cause the Premises to be conveyed to Buyer by
Quit Claim Deed (Except in the State of Louisiana it shall be by Act of Sale Without
Warranty or Return of the Purchase Price), hereinafter called the "Deed"subject to the
exceptions and reservations contained in this Contract. The Buyer in the Deed shall be
the undersigned Buyer unless Buyer designates a nominee by written notice to Seller
within fifteen days after the acceptance of this offer. Such nominee may be any entity
owned or controlled by Buyer or under common ownership or control with Buyer; any
other nominee is subject to the written approval of Seller. Buyer guarantees
performance by such nominee of all terms and conditions hereof. The legal description
to be used in the Deed shall be furnished to Buyer upon Seller's acceptance of this
Contract. In the event a survey is required in order to prepare the legal description,
Seller shall so notify the Buyer and Buyer shall, at Buyer's expense, obtain and deliver to
A:\CN RE Contract Surplus--AS ISAd
Seller a plat of survey within forty-five (45) days of Seller's acceptance. This Contract
may not be assigned by Buyer except to such permitted nominee as set forth above.
SELLER, BY NATURE OF THE QUITCLAIM DEED, MAKES NO REPRESENTATION OR
WARRANTY CONCERNING THE CONDITION OF THE PREMISES OR ITS TITLE,
5. Evidence of Title. BUYER SHALL, AT ITS EXPENSE DO ONE OF THE FOLLOWING: (1)
Obtain and furnish to Seller, within twenty (20) days after Seller's acceptance of this
offer, a preliminary title report or commitment from a title insurance company, or (2)
Provide a letter to Seller that says that Buyer is aware of possible clouds on Seller's title,
but that Buyer is assuming this risk and will not obtain a title report or commitment. If
Buyer chooses Option 1, Buyer shall deliver to Seller, within ten (10) days after receipt
of such title evidence, a written statement specifying the defects, if any, other than the
permitted exceptions and reservations set forth herein, which render Seller's title
unmarketable. In the event Buyer claims title defects, the time of Closing shall be
extended for a period of up to 60 days after receipt of such statement until the claimed
title defects are cured. If Seller is unable or unwilling to cure such defects within such
60-day period, and Buyer is unwilling to accept the Deed subject to such defects, then
either party may terminate this Contract by delivering written notice to the other party of
its intention to do so within 10 days thereafter. Upon termination, Seller shall return the
Deposit to Buyer. If Buyer shall fail to deliver to Seller a statement of title defects within
ten (10) days after receipt of evidence of title from Seller, Buyer shall be deemed to
accept title as shown on the title evidence and to waive any objections to title.
6. Exceptions. This Contract and the Deed shall be subject to and in accordance with the
following exceptions, reservations and conditions:
(A) standard exceptions of the Title Company in its title policies issued in the state in
which the Premises are located.
(B) special taxes or assessments for improvements not yet completed, if any.
(C) installments not due at the date hereof of any special tax or assessment for
improvements completed, if any.
(D) general taxes, if any, for the tax year prior to the year in which the Deed is
delivered and subsequent years. If the Premises are locally assessed for the
year in which the Deed is delivered, the taxes for such year shall be prorated as
of the date on which the Deed is delivered on the basis of the most recent tax
bill, unless the payment of taxes has been assumed by a tenant. If the Premises
is assessed as railroad operating property by the State in which the Premises is
located, then the Seller agrees to pay, when due, taxes for the year in which the
deed is delivered and prior years, assessed in Seller's name.
(E) building, building lines and use or occupancy restrictions, zoning and building
laws or ordinances, and other laws, ordinances, requirements, limitations,
restrictions, regulations and codes which are or may be imposed upon the
Premises by any governmental authority having jurisdiction thereof.
(F) roads and highways, if any.
A:\CN RE Contract Surplus--AS IS.doc 2
(G) judgment liens; however, any judgment against Seller which may appear of
record as a lien against the Premises shall be settled and satisfied by Seller if
and when it is judicially determined to be finally valid, and Seller shall indemnify
the Buyer for all loss arising out of Seller's failure to have such judgment lien so
settled and satisfied. This provision shall survive the Closing of this transaction
and the delivery of the Deed.
(H) covenants, conditions and restrictions of record, and recorded licenses and
easements.
(I) Existing leases identified on Exhibit B attached hereto and made a part hereof.
(J) The sale of the Premises is subject to all of the rights of the owner of the
mineral estate in said Premises, if any. If, however, it is found that Seller has
mineral right in the Premises, such rights will not be retained by Seller but will
pass to Buyer by the Quitclaim Deed from Seller as set forth in Section 4 herein.
(K) rights of any government agencies, public or quasi-public utilities for the use,
maintenance, repair, replacement and reconstruction of existing driveways,
roads and highways, conduits, sewers, drains, water mains, fiber optics cables
and/or communications systems, gas lines, electric power lines, wires, and other
utilities and easements.
(L) acts by, through or under Buyer.
7. Reservations. Seller shall reserve for itself, its successors and assigns, the right for
the continued use, maintenance, repair, replacement and reconstruction of all existing
driveways, roads, highways, conduits, sewers, drains, water mains, fiber optics cables
and/or communications systems, gas lines, electric power lines, wires and other utilities
and easements on the Premises, whether or not of record, including access thereto.
Buyer will not interfere with the rights herein reserved by Seller or interfere with any
facilities used pursuant thereto. In addition, if all or any portion of the Premises are
located within five hundred (500) feet of a railroad right-of-way, Buyer agrees that the
Premises shall be conveyed subject to the reduction in use and enjoyment and
inconveniences, including noise, vibrations and odors, which may result from rail
operations on adjacent or near-by properties. This provision shall survive the closing of
this transaction and the delivery of the Deed.
8. AS IS Clause. Buyer acknowledges that it has inspected the subject Premises and all
improvements located thereon and is aware of the condition of same. Buyer agrees to
take title to the subject Premises and any improvements thereon in an "as is, where at"
condition and subject to all faults of every kind and nature whatsoever, whether latent
or patent and whether now or hereafter existing. Buyer represents and warrants to
Seller that Buyer has not relied, and shall not rely, upon any representations or
statements or the failure to make any representation or statement, by Seller or Seller's
agents or employees or by any person acting, or purporting to act, on behalf of Seller.
Buyer specifically agrees that Seller shall not be obligated to do any restoration, repairs,
remediation or other work in connection with the Premises, that Seller shall not be liable
for any restoration, repairs, remediation or other work necessary to cause the Premises
A:\CN RE Contract Surplus--AS IS.doc 3
to meet any applicable laws, ordinances, requirements, limitations, restrictions,
regulations or codes, or be suitable for any particular use, and that Buyer shall
indemnify and hold Seller harmless from all costs, expenses, liability and damages,
including attorneys' fees, incurred or arising in connection with any such restoration,
repairs, remediation or other work. Buyer waives, releases, acquits and forever
discharges Seller, its employees and agents and any other person acting on behalf of
Seller, of and from any and all claims, actions, causes of action, liabilities, demands,
rights, damages, cost, expenses, or compensation whatsoever, direct or indirect, known
or unknown, foreseen or unforeseen, which Buyer now has or may have or which may
arise in the future on account of or in any way growing out of or in connection with any
Hazardous Materials or Other Conditions on, under, from or affecting the Premises or
any law or regulation applicable thereto. This provision shall survive the closing of this
transaction and the delivery of the Deed.
9. Closinm The Closing shall occur, via mail, within ten (10) days after expiration of the
Due Diligence Period as set forth in Section 8 of this Contract, or at the time, date and
location mutually agreeable to Buyer and Seller. Buyer agrees to purchase, affix and
cancel all documentary stamps in the amount prescribed by statute, and pay all required
transfer taxes and fees incidental to the recordation of said Deed. Buyer shall apply for
any lot splits or tax divisions with the appropriate local authorities at Buyer's cost and
expense.
10. Real estate commission. Buyer warrants that Buyer did not engage or use the
services of any real estate broker or agent in connection with this Contract and agrees
to indemnify, defend, and hold harmless Seller against any and all claims by any broker
or agent for a fee or commission arising out of this Contract. The warranty in this
paragraph shall survive the Closing.
11. Regulatory approval. If Seller is required to obtain regulatory approval of this
transaction by any agency, the Closing date shall be extended for the time required to
obtain such approval. If such approval cannot be obtained within sixty days, either
party may terminate this Contract by written notice to the other and, upon termination,
Seller shall return the Deposit to Buyer.
12. Liquidated damages. Time is of the essence of this Contract. If Buyer shall default
or fail to perform the requirements of this Contract within the time limits herein
specified, the Seller may retain the Deposit as liquidated damages and just
compensation, and not as a penalty or forfeiture, and declare this Contract terminated.
In the event of default by Seller, Buyer's sole remedy shall be a return of the Deposit.
13. Notices. All notices and demands herein required shall be in writing sent by telecopier,
overnight courier or certified or registered mail to the other party at the address shown
herein. Notices sent by (i) telecopier shall be deemed made upon confirmed
transmission; (ii) overnight courier shall be deemed made one business day after being
sent; and (iii) certified or registered mail shall be deemed made three days after
mailing.
14. Condemnation or Casualty. If, prior to the Closing of this sale, all or any portion of
the Premises are condemned, damaged or destroyed, Buyer shall have the option of
either accepting an assignment of any condemnation or insurance proceeds or to
A:\CN RE Contract Surplus--AS ISAm 4
terminate this Contract. Buyer shall deliver written notice of its election to Seller within
ten (10) days of the date Seller notifies Buyer of such condemnation, damage or
destruction. If Buyer fails to notify Seller, Buyer shall be deemed to elect to close and
accept an assignment of the proceeds. If Buyer terminates, the Deposit shall be
returned to Buyer.
15. Miscellaneous.
(A) Time is of the essence in the performance of each and every one of the terms of
this Contract. Whenever any determination is to be made or action to be taken
on a date specified in this Contract, if such date shall fall upon a Saturday,
Sunday or legal holiday, the date for such determination or action shall be
extended to the first business day immediately thereafter.
(B) This Contract embodies the entire agreement of the parties hereto and
supersedes any prior understandings or written or oral agreements between the
parties concerning the Premises. No oral statements shall be of any force or
effect. No variation modification or alteration of the terms hereof shall be
binding upon either party unless set forth in an express and formal written
amendment.
(C) This Contract shall be construed in accordance with the laws of the State of
Illinois.
(D) For the purposes of this Agreement, (i) "Hazardous Materials" include, without
limit, any flammable explosives, radioactive materials, hazardous wastes,
hazardous or toxic substances, or related materials defined in the
Comprehensive Environmental Response, Compensation, and Liability Act, as
amended (49 U.S.C. 1801, et seq.), the Resource Conservation and Recovery
Act, as amended (42 U.S.C. 6901, etseq.), the Toxic Substances Control Act, as
amended (15 U.S.C. 2601, et seq.) and in the regulations adopted and
publications promulgated pursuant thereto, as such laws or regulations not exist
or may exist in the future, and (ii) "Other Conditions" include, without limit,
methane and other gases, petroleum and any fraction thereof, nonhazardous
wastes or materials, and any physical conditions or other subsurface conditions
which arise out of or are in any way related to current or previous uses or
activities on the Premises.
16, Other Conditions. This contract is subject to additional conditions and/or provisions
as set forth in the Addendum attached hereto and made a part hereof which with this
contract constitute the entire agreement between the parties.
17. AcceRgnce. This Contract, and any attached Addendum, when accepted and signed
by the Seller, shall constitute the entire agreement between the parties and shall
thereafter be binding upon and inure to the benefit of the Seller and the Buyer, their
heirs, administrators, successors and assigns. The execution and delivery of this
Contract by Buyer constitutes an offer to purchase the Premises on the terms described
herein, which offer shall remain irrevocable and available for acceptance by Seller for a
period of thirty (30) days after the date of Buyer's signature below. This offer shall not
A:\CN RE Contract Surplus--AS LS.doc 5
become binding upon Seller until executed by Seller and a duplicate original of this
Contract is delivered to Buyer.
IN WITNESS WHEREOF, the parties have executed this Contract as of the dates set forth below.
Buyer: Buyer's Address for notices:
Buyer (print or type)
Attention:
Fax No.:
Buyer's signature and title
Date: 1 a, - i a -0 5
Accepted by Seller this day of 120
Chicago, Central & Pacific Railroad Company, a Delaware corporation.
By:
Title:
A:\CN RE Contract Surplus--AS ISA6
ADDENDUM TO OFFER
Offer/Real Estate Sales Contract dated 20_
Buyer:
Seller: Chicago, Central & Pacific Railroad Company
DRAINAGE COVENANT
Buyer covenants and agrees that it shall not do nor cause to be done any act that will
impede the natural flow of drainage water over the Premises to be conveyed as to cause such
drainage of water to accumulate on the property of Seller adjacent to the westerly boundary of
the Premises to the detriment of Seller's, its successors or assigns use and enjoyment of Seller's
property, provided, however, this covenant shall in no way be construed to prohibit Buyer from
erecting buildings or other improvements on the Premises to be conveyed so long as drainage,
equivalent to that presently existing is maintained whether naturally or by other means. This
covenant shall run with the Premises to be conveyed and be binding upon Buyer, its successors
and assigns forever.
A:\CN RE Contract Surplus--AS ISAa �'
EXHIBIT A
The Premises
See the print marked Exhibit "A," dated August 31, 2005, attached hereto and made a part
hereof for a depiction of the Sale Premises.
A:\CN RE Contract Surplus--AS IS.doc
,+1 \
z
W„ X 3Md c
norr
p pz ti
vN Fig^u P2Zo�in au=o °won �q,aM 3-301HOI LS
Fi'n'SiP;�""6so.°ro n �r'Gs��rhA Si° z _
+'nw�u A,x, iA mi°
rle v
o Ei °, ,3No7 Qo z
Fn
i "NA n>yi g�pum n a
��p1°'S t` rl yyD OSE Aii;S�gOpQ yS
opA >>wz� o{['�AAA S2^^Y
r n op" vz _ 1
mwWm 1
^'M
o%m
Fn Y+�l^:iG l"T,1 fSJ Aly'^t`^mP
2 �Q 6R� p• �
,
S P
y y O
m
2 � ;a n o it Yin M PrNayi
m m m q� RV �4APx o p
o^y i$g{L. z Jnm 11�� 6q 'N m •�
oov
mD r5� qm�A^^ ^FbTm�i�° uM i C
D In AA FQQQiy n1i A' N A-t „11 D
mTzmo [t� YY �uf~Ai>�o3 kop< ' 1
~ Z C ...I
m u ymyf D w mOSn>tSPu G>ppA 'A'ii 1 ^11
tzruron"� A £P `n� S q z N
� m0 -1 a A OnOA I niggxo�° Tplf n 4 s
razz = uv SCSI an PyZ P ai y5 we n O
Q7 O a7 epi Spi�)a).$nh4> C�d� n O .. n
3 m n D A a7Roo 4°A4 gr, ( s qP 1� o A
(7 Ri FS r ,i IFpo €gK� r m { ,t °�� C
O 'i -4� yo nnynco R'S�k >� - .°)yryj°•+ i"b r• A D
IX
r � zm
-C
0
Z T N
1 -n m 61[
.4.
_
0
O < <, q ae,
Z z ca
m ti ti\ \ NO\1t� \ �
ti
cmn O
q\�
A
ELEVENTH t IP
r-� 1
i n
U p
� C
C
TT
n C 2 £ 0 0
m p v rD p
A
m TENTH gT D
n
A m
r zz r
n nnnn
a V9• 5 = n°boo°Ooo°A�oo6o�0�0 z jM
>>)o n
E d zP
I.AmmmmnM An Anpm���I y .� a Ic
{! 222 iP
r N NNNNN NOJ Son Oy ' l=l 0 ST. o
m
u
_p?G.ly.IWTA_ ^ .ui rYJ
Y(yJQ W N(.INiNN��yTNGV/W�(> I-Y (y�
_W^'a NNW N1�NY�QT+T� S VI /W�
NN W1✓'""'�n+P40 n � IV
PAGE 83
EXHIBIT B
Leases
None
A:\CN RE Contract Surplus--AS IS.doc 19