EXHIBIT 10.42
OFFER AND ACCEPTANCE CONTRACT
Waterloo, Iowa, September 15, 1998
TO: Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxx, husband and wife, Sellers(s)
Omega Cabinets, Ltd., Buyer(s)
as joint tenants unless otherwise specified.
Buyer(s) offer to buy property LEGALLY DESCRIBED AS: Lots Nos. 1 and 2; and The
North 54 feet of the West 225 feet of Lot No. 3 and the North 90 feet of the
East 258 feet of Lot No. 3, all in Airline-Xxxxxx Industrial Park, Waterloo,
Iowa
and COMMONLY KNOWN AS: (unnumbered) Xxxxx Drive, Waterloo, IA 50703
SUBJECT TO RESTRICTIVE COVENANTS, ORDINANCES, AND LIMITED ACCESS PROVISIONS OF
RECORD, IF ANY AND TO EXISTING EASEMENTS, IF ANY. The property intended to be
covered by the terms hereof shall include all buildings, land, rights,
easements, and access necessary or appurtenant thereto and owned by the Sellers.
Included, if now in or on said premises and owned by Seller(s), are all fixtures
including but not limited to; attached carpeting, window shades; blinds; curtain
rods and hardware; lighting fixtures and bulbs; TV tower, antenna, satellite
dish, rotor and controls; awnings; door chimes; fireplace screen, grate, and
andirons; mailbox; water softeners and filtration systems (except rental),
bushes, shrubs, and other vegetation; and all other fixtures not hereinafter
specifically reserved by Seller(s) in writing.
RESERVED ITEMS: None
FOR THE SUM OF: Seventy Thousand Four Hundred Thirty-Five and 20/100 Dollars
($70,435.20).
1. PAYMENT shall be made as follows:
a. CASH. By payment of $0.00 herewith, to be held in escrow in trust by
----
____, and the balance of $70,435.20 in cash on or before October 1,
1998, and upon performance of Seller's obligations hereunder.
b. INSTALLMENTS. By payment of the sum of $_______, submitted herewith,
to be held in escrow in trust by _____________, and $_______ upon
execution of a Uniform Real estate Contract on or before possession date
in which Buyers agree to pay the remaining balance of $__________ at the
rate of $_______ or more per month, including interest, until the entire
purchase price is paid, with interest from date of possession at the
rate of ___% per annum until paid, such
interest is to be computed monthly upon the balance owing at the
beginning of each respective interest computation period. Such monthly
payments shall commence on the _____ day of _________, 19__ and shall be
paid at a place designated by Sellers. Any payment delinquent for more
than 30 days shall draw interest at ____% per annum compounded monthly.
Notwithstanding the payment provisions herein the outstanding balance of
principal and interest shall be paid on or before the _____ day of
_______________, 19___. If Seller presently has a mortgage on subject
property Seller may declare this agreement null and void if mortgagee
accelerates said mortgage or raises the interest rate thereon to a rate
exceeding ____% per annum.
2. FINANCING. This offer is subject to Buyers obtaining/assuming a
$___________________ ( ) FHA ( ) VA ( ) Insured Conventional ( )
Conventional mortgage loan on said property or an initial rate not to
exceed _______% per annum amortized over a period of not less than _____
years.
Loan Discounts to be paid by Buyer not to exceed ____% of the mortgage
amount.
Loan Discounts to be paid by Seller not to exceed ____% of the mortgage
amount.
Loan Insurance fee to be paid by the Buyer not to exceed ____% of the
mortgage amount.
Loan Insurance fee to be paid by the Seller not to exceed ____% of the
mortgage amount.
If after a good faith effort on the part of the Buyers such loan approval
is not obtained on or before _________________, 19___, this offer shall be
null and void and said down payment shall be immediately refunded to
Buyers.
3. ASSUMPTION/AGREEMENT. If this sale contemplates a mortgage/contract
assumption, Buyers may declare this agreement null and void land demand a
refund of their down payment if such mortgage accelerates said mortgage or
raises the interest rate thereon to a rate exceeding _____% per annum. This
offer is subject to Seller's release of liability on the existing
mortgage/contract. Yes ( ) No (X).
4. POSSESSION is to be given to Buyers on the 1st day of October, 1998.
Buyers agree to take possession subject to rights of tenants now in
possession. Yes ( ) or No (X).
5. TAXES AND ASSESSMENTS. Sellers shall pay pro-rated to the date of
possession of the installment of general property taxes on said property
which will become delinquent if not paid September 30, 1999 and all prior
installments. Buyers shall pay all subsequent installments. If any
installment of general property taxes is to be pro-rated and if such taxes
cannot be determined by the date of the settlement thereof, such prorating
shall be based on the amount of the last determinable installment,
proportionately adjusted by any change in the assessed valuation
attributable to capital improvements and which are determinable on the date
of settlement. If closing takes place other than the date on the offer
taxes shall be pro-rated to the date of closing.
Buyers shall pay the cost of all street oilings which are not liens on the
date hereof. Sellers shall pay all sewage disposal assessments due and all
special assessments which are liens against said premises on the date
hereof, except those for improvements which have not been completed and
accepted by the City Council on the date hereof, which Buyers will pay.
6. INTEREST AND RENTS shall be adjusted as of the date of closing.
7. OTHER TERMS AND CONDITIONS. This offer is also made subject to the
following conditions: A. Seller has leased the real estate to a tenant who
has crops growing on the real estate. Buyer agrees to be responsible for
compensating the tenant for any loss to such crop which is caused by the
actions of Buyer after the date of closing and possession.
8. SELLER agrees to provide Buyer with a Seller Disclosure of Property
Condition form.
9. CONDITION OF PROPERTY. The property as of the date of this agreement
including buildings, grounds, and all improvements will be preserved by the
Sellers in its present condition until closing. Sellers represent plumbing,
heating and cooling, electrical systems, and built-in appliances included
in this purchase agreement to be operable at the time of closing.
10. INSPECTION OF PROPERTY. THE BUYERS ARE RESPONSIBLE FOR MAKING THEIR OWN
INSPECTION OF ANY PROPERTY FOR WHICH THEY MAKE AN OFFER. (IT IS UNDERSTOOD THAT
THESE PROVISIONS ARE INDEPENDENT OF REPAIRS REQUIRED FOR FINANCING APPROVAL.)
On or before N/A , Buyers may, at their sole expense, have the
---------------
property inspected by a person or persons of their choice to determine if
there are any structural, mechanical, plumbing, electrical, environmental,
or other deficiencies. Within this same period, the Buyers may notify in
writing the Sellers of any deficiency. The Sellers shall give immediate
notice to the Buyers in writing of which steps, if any, the Sellers will
take to correct any deficiencies before closing. The Buyers shall then
immediately in writing notify the Sellers that (1) such steps are
acceptable, in which case this agreement, as so modified, shall be binding
upon all parties; or (2) that such steps are not acceptable, in which case
this agreement shall be null and void and any xxxxxxx money shall be
returned to Buyers.
11. RISK OF LOSS AND INSURANCE. Sellers shall bear the risk of loss or damage
to the property prior to closing. Sellers agree to maintain existing
insurance and Buyers may purchase additional insurance. In the event of
substantial damage or destruction
prior to closing this agreement shall be null and void; provided, however,
Buyers shall have the option to complete the closing and receive insurance
proceeds regardless of the extent of damages. The property shall be deemed
substantially damaged or destroyed if it cannot be repaired to its present
condition on or before the closing date.
12. TITLE PAPERS AND ABSTRACT. At the time of the final payment hereunder, the
Sellers shall convey the premises to the Buyers by Warranty Deed and shall
furnish the Buyers an abstract of title that, in the case of platted
property, begins with the recording of the proprietors plot of the
subdivision, or with root of title, and that shows marketable record title
to the premises vested in the Sellers as of the date of this agreement
between the parties hereto. Within a reasonable time after the execution of
this agreement, such abstract, certified to a date subsequent to the date
hereof, shall be submitted to the Buyers for examination. The abstract
shall be returned to Sellers within a reasonable period of time with a copy
of a written opinion of Buyers' attorney that either approves the title or
points out specific objections to it. 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 his own affairs.
13. SURVEY. Buyers may, at Buyers' expense prior to closing, have the property
surveyed and certified by a Registered Land Surveyor. If the survey shows
any 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. If the survey is required under Iowa Code Chapter 354,
Sellers shall pay the cost thereof. (Chapter 354 applies only to land which
has been divided using a metes and bounds description.)
14. FORM OF CONTRACT. If this sale is upon the installment plan, it shall be
on the terms and conditions of the Black Hawk County Conference of Realtors
and Lawyers Standard Form 162A adopted August, 1988, a copy of which is on
file in the office of the Black Hawk County Abstract Company, Waterloo,
Iowa, to which reference is hereby made, or the legal equivalent thereof,
which form of contract all parties agree to execute and deliver
concurrently with delivery of possession or payment of balance of down
payment, whichever first occurs.
15. RETURN OF PAYMENT. The amounts herewith tendered as part of the purchase
price of the above described property shall be returned to the Buyers in
case this offer is not accepted or if it is rescinded by Buyers for failure
of title.
16. REMEDIES OF THE PARTIES. If Buyers fail to timely perform this Agreement,
Sellers may forfeit it as provided in the Iowa Code (Chapter 656), and all
payments made shall be forfeited; or, at Sellers' option, upon thirty days'
written notice of intention to accelerate the payment of the entire balance
because of Buyers' default (during which thirty days the default is not
corrected), Sellers may declare the entire balance immediately due and
payable. Thereafter this agreement may be foreclosed in
equity and the Court may appoint a receiver. If this agreement is
forfeited, or is canceled by agreement of Buyers and Sellers, Sellers agree
to pay the agent entitled to the commission one-half of the funds paid
hereunder (but in no event to exceed the agreed commission due hereunder)
as commission earned, which sum agent agrees to accept as payment in full
of his commission due for services rendered.
a. If Sellers fail to timely perform this agreement, Buyers have the
right to have all payments made returned to them. If Sellers fail or
refuse to perform this agreement without legal cause after the same has
been accepted, Sellers will pay agent the agreed commission in full.
b. Buyers and Sellers are also entitled to utilize any and all other
remedies or actions at law or in equity available to them and shall be
entitled to obtain judgment for costs and attorney fees as permitted by
law.
17. TIME IS OF THE ESSENCE of this Agreement. Failure promptly to assert
rights of Sellers hereunder shall not, however, be a waiver of such rights
or a waiver of any existing or subsequent default.
18. TO DETERMINE THE VALIDITY AND EFFECT OF THIS AGREEMENT, CONSULT YOUR
ATTORNEY.
19. ACCEPTANCE DATE. When accepted by the Sellers, this offer shall become a
binding agreement for the sale and purchase of the above described
property. If this offer is not accepted by the Sellers on or before the
30th day of September, 1998, it shall become null and void and the initial
down payment shall be repaid to the Buyers without liability on the part of
either party.
Sellers hereby accept/counter the above offer this _____ day of
_________________, 1998. If Sellers have made a counter-offer by changing and
initialing any terms, the counter-offer shall be void unless accepted and
initialed by Buyers on or before the ___ day of _______________, 19__. If
Sellers have signed and attached a counter-offer, it shall be void unless signed
by Buyers on or before said date.
OMEGA CABINETS, LTD.
By: /s/ Xxxxx X. Key
---------------------------------- ----------------------------------
Buyer: Xxxxx X. Xxx, Chairman and CEO Seller: Xxxxxx X. Xxxxxx
SS #: ###-##-####
----------------------------------
Seller: Xxxx X. Xxxxxx
SS #: ###-##-####
CLOSING STATEMENT
Buyer: Omega Cabinets, Ltd.
Federal I.D. No. 00-0000000
Address: 0000 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000
Sellers: The Xxxxxx X. Xxxxxx Revocable Trust Dated August 18, 1995
and The Xxxx X. Xxxxxx Revocable Trust Dated August 18, 1995
00000 X.X. 000xx Xxx
Xxxxxxxxxxx, XX 00000
Property Description: Lots Nos. 1 and 2; and the North 54 feet of the West
225 feet of Lot No. 3 and the North 90 feet of the
East 258 feet of Lot No. 3, all in Airline-Xxxxxx
Industrial Park, Waterloo, Iowa.
PURCHASE PRICE.................................................... $70,435.20
XXXXXXX MONEY PAYMENT............................................ 0.00
BALANCE.......................................................... $70,435.20
DEDUCTION:
----------
1. Tax Proration:
March 1999 taxes.................. $1,344.00
1/2 of September 1999 taxes....... 672.00
2. Revenue stamps......................... 112.00
3. Abstracting............................ 193.00
4. Recording fees for four affidavits..... 24.00
TOTAL DEDUCTIONS................................................. $ 2,345.00
BALANCE DUE SELLERS.............................................. $68,090.20
CHECKS ISSUED BY BUYER:
-----------------------
1. Black Hawk County Recorder, revenue stamps 112.00
2. Recording fees for four affidavits 24.00
3. Black Hawk County Treasurer, March 1999 taxes 1,344.00
4. Black Hawk County Abstract Co., abstracting 193.00
5. Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxx 68,090.20
6. Black Hawk County Recorder, fee to record deeds POC
7. Xxxxxxx Law Firm, legal fees POC
OMEGA CABINETS, LTD. THE XXXXXX X. XXXXXX REVOCABLE
TRUST DATED AUGUST 18, 1995
By: /s/ Xxxxx X. Key By: /s/ Xxxxxx X. Xxxxxx,
------------------------ -----------------------------
Xxxxx X. Key, Chairman and CEO Xxxxxx X. Xxxxxx, Trustee
Date: 9/30/98 Date: 9/22/98
THE XXXX X. XXXXXX REVOCABLE
TRUST DATED AUGUST 18, 1995
By /s/ Xxxx X. Xxxxxx
----------------------------
Xxxx X. Xxxxxx, Trustee
Date: 9/22/98
