Loading...
HomeMy WebLinkAboutShankle, Kent F.- Conditional Purchase Offer-11.09.2009 CONDITIONAL PURCHASE OFFER TO: Kent F. Shankle("Seller") FROM: City of Waterloo,Iowa("Buyer") Upon the terms and conditions set forth in this Conditional Purchase Offer(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, locally known as 15 Sans Souci Drive, more particularly described as set forth in attached Exhibit"A", and legally described as in the abstract of title,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 shall be $60,072.00, which shall be due and payable in full at closing, subject to such deductions as are provided for in this Offer, to be delivered to Seller upon performance of Seller's obligations and satisfaction of Buyer's contingencies,if any. The Purchase Price is subject to deductions for duplication of benefits as described in paragraph IA below and, as applicable, insurance proceeds for property damage occurring after the date of this Offer. The Purchase Price as so reduced is referred to herein as the Offer Price. As one condition for eligibility to receive pre-flood market value for the Property, Seller must certify, on a form satisfactory to Buyer,that he or she is a National of the United States or a qualified alien. 1A. FLOOD BUYOUT ACQUISITION AND DEDUCTIONS. Seller acknowledges that Buyer is acting pursuant to the terms of a grant agreement with Iowa Homeland Security and Emergency Management Division in administering a voluntary property acquisition project (the "Project"). The Project is funded by the Federal Emergency Management Agency (FEMA) and U.S. Department of Housing and Urban Development (HUD). To prevent duplication of federal assistance made to flood disaster victims, HUD and FEMA require that certain types of assistance received by the Seller from State,Federal and private sources for flood-related damage be deducted in determining the Offer Price payable to Seller, including FEMA and/or SBA funds already disbursed. A duplication of benefits statement has been issued that describes benefits previously received and the estimated amounts of any corresponding reductions in the Purchase Price. Deductions are estimates only, and a final determination on deductions will be made prior to closing. 2. POSSESSION AND CLOSING. If Buyer timely performs all obligations,possession of the Property shall be delivered to Buyer at closing,unless an extension has been agreed to in writing by the parties consistent with the administrative plan(the"Plan") adopted by Buyer with respect to the Project. Closing shall occur no later than one hundred eighty (180) days after Seller's acceptance of this Offer, unless extended to a later date by the parties in writing, but in any event after the approval of title by Buyer, satisfaction or waiver of other contingencies, and satisfaction of all Project conditions set forth in the Plan. 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 prorated to the.closing date and any unpaid real estate taxes payable in prior years. Buyer shall pay all subsequent real estate taxes. Unless otherwise provided in this Offer, at closing Seller shall pay Buyer,or Buyer shall be given a credit for,taxes from the first day of July prior to closing to the date of closing based upon the last known actual net real estate taxes payable according to public records. However, if such taxes are based upon a partial assessment of the present property improvements or a changed tax classification as of the date of possession, such proration shall be based on the current levy rate, assessed value, legislative tax rollbacks and real estate tax exemptions that will actually be applicable as shown by the assessor's records on the closing date. 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. 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 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, unless Buyer is permitted an extension of time after closing pursuant to the Plan. Buyer shall be permitted to make a "walk through" inspection of the Property prior to closing as provided in the Plan. 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 one. Buyer shall cause the abstract of title to be updated or prepared at Buyer's sole expense. The abstract shall show marketable title in Seller in conformity with this Offer, Iowa law, and title standards of the Iowa State Bar Association. The Seller shall make every reasonable effort to promptly perfect title. If closing is delayed due to Seller's inability to provide marketable title, this Offer shall continue in force and effect until either party rescinds the Offer after giving ten (10) days' written notice to the other party. The abstract shall become the property of Buyer when the Offer Price is paid in full. Seller shall pay the costs of any additional abstracting and title work due to any act or omission of Seller,including transfers by or the death of Seller or its assignees. After all valid objections have been satisfied or provided for, Seller shall have no obligation to pay for further abstracting, excepting any made necessary by its own affairs. 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 pay the costs thereof. Buyer may, at its expense prior to closing, have the Property surveyed and certified by a registered land surveyor. If the survey shows an encroachment on the Property or if any improvements located on the Property encroach on lands of others,the encroachments shall be treated as a title defect. 10. ENVIRONMENTAL MATTERS. 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 2. There is,and has been,no hazardous waste stored,generated,treated,transported, installed, dumped,handled or placed in,on,or about the Property. 3. At no time have any Federal or State hazardous waste clean-up funds been expended with respect to any of the Property. 4. 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. 5. 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. 6. 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. 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 immediately 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. 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. 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 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 3 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. Seller's spouse, if not a titleholder immediately preceding acceptance,executes this Offer only for the purpose of relinquishing all rights of dower,homestead, and distributive share or in compliance with Iowa Code § 561.13 and agrees to execute the deed or bill of sale for this purpose. 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. At time of settlement, funds of the Offer Price may be used to pay taxes, assessments,and other liens,to pay for the cost of removing Seller's personal property and debris from the Property, to pay judgments or satisfy title defects, to pay costs of closing and settlement that are Seller's responsibility to pay, and to acquire outstanding interests of others,if any. 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: 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. VOLUNTARY ACQUISITION. The Seller, as owner of the Property which has been damaged as result of flooding which is a presidentially declared disaster, acknowledges that Buyer has presented this Offer for the Property pursuant to Buyer's Voluntary Acquisition Program and the Seller's acceptance of this Offer is a voluntary acquisition. Seller represents and warrants that it is under no duress or coercive action by Buyer to accept this Offer, and Buyer will not pursue acquisition of this Property by eminent domain or other means if the Seller declines to accept this Offer as part of the Hazard Mitigation Grant Program for DR-1763. The Seller further acknowledges that if it accepts this Offer,it will be necessary to move permanently from the Property. 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. 4 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. If Seller is an owner-occupant of the Property, then within one hundred eighty (180) days of acceptance of this Offer Seller must purchase or rent a decent,safe and sanitary housing unit located outside of Zone A,NFIP Flood Hazard map boundaries to be eligible for replacement housing benefits as described in the Plan. C. 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 fourteen (14) 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 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 November 5,2009,this Offer shall be null and void. Dated: October 20,2009. SELLS BUYER—City of Waterloo,Iowa a 7 i { By: Title: 715 Mulberry Street 0 j Z 9 /o Waterloo, IA 50703 Date: I Attn: Tim Andera Address: Approved by Waterloo City Council onAlifdri‘ 61; �by Resolution No.AI g. Authorized by: / — Attest: WWI i �`�:�� Date Approved: If lc, loci (Mayor) (City Cler ) 5 - - -c