When signed, this document becomes a binding contract. Buyer and Seller may wish to consult their own attorney.
OFFER TO PURCHASE
Buyer offers to purchase the property described below from Seller on the following terms.
1. PROPERTY DESCRIPTION: The parcel of land situated in the Town of Canton, County of St. Xxxxxxxx, known as the former Canton Nursing Home, located at 00 Xxxx Xxxx Xxxxxx, and further described in Exhibit “A” attached hereto, including all buildings, and any other improvements and all rights which the Seller has in or with the property. This property description shall be amended when the property survey is completed. Any property survey shall be completed at Buyer’s expense.
2. PRICE, AMOUNT AND HOW IT WILL BE PAID: The purchase price is to be paid as follows.
The purchase price of $1,650,000.00 shall be paid as follows:
$100,000.00 shall be paid by Purchaser on or before July 1st, 2010 by certified check, which amount shall become part of the purchase price. The remaining funds shall be paid in cash or certified funds at closing.
3. CONTINGENCIES: Buyer makes this offer subject to the following contingencies. If any of these contingencies is not satisfied or waived by Buyer by the dates specified, then either Buyer or Seller may cancel this contract by written notice to the other. With reasonable notice, Seller agrees to allow Buyer and or its Agents or Employees access to the property for the purpose of satisfying these contingencies:
(A) SEQRA. Completion of the State Environmental Quality Review Act process within a reasonable time frame, at Purchaser’s own expense. Seller shall fully cooperate in the completion of the SEQR requirements including any environmental, archeological and other testing as may be necessary to fulfill the SEQRA requirements.
(B) Board of Education Approval. This offer is contingent upon approval of the Buyer's Board of Education by July 1, 2010 and compliance with New York State Education Law.
(C) Dormitory Authority of the State of New York (“DASNY”) Financing. This offer is contingent upon the Purchaser securing DASNY financing for the acquisition.
(D) State Agency Approval. Approval of the New York State Department of Education and/or the New York State Department of Transportation and any other State agency of the Buyer’s plans for the development and use of the property within a reasonable period of time.
(E) Municipal Approvals. Approval of any local or county municipal agency having jurisdiction over the permitted uses for this parcel within a reasonable period of time.
4. CLOSING DATE, PLACE AND POSSESSION: The transfer of title shall take place at the St. Xxxxxxxx County Clerk's Office, or other agreed location as soon as reasonably possible following the Purchaser obtaining DASNY financing for the acquisition but no later than December 31, 2011. The premises shall be delivered free of all leases, life estates or interest and shall be vacated by all tenants, or persons claiming an interest in the premises.
5. TITLE DOCUMENTS. Seller shall provide the following documents in connection with the sale:
A. Deed. Seller will deliver to Buyer at closing a properly signed and notarized Warranty Deed with lien covenant (or Executor's Deed, Administrator's Deed, or Trustee's Deed, if Seller holds title as such).
B. Abstract, Bankruptcy and Tax Searches. Seller will furnish and pay for and deliver to Buyer or Buyer's attorney at least 15 days prior to the date of closing, fully guaranteed tax, title and United States Court Searches dated or redated after the date of this contract with a local tax certificate for Village or County taxes, if any. Seller will pay for continuing such searches to and including the day of closing.
6. MARKETABILITY OF TITLE. The deed and other documents delivered by Seller shall be sufficient to convey good marketable title, in fee simple in to the property free and clear of all liens and encumbrances. However, Buyer agrees to accept title to the property subject to restrictive covenants of record common to the tract or subdivision of which the property is a part, provided these restrictions have not been violated, or if they have been violated, that the time for anyone to complain of the violations has expired and provided they do not affect Buyers intended use of the premises. Buyer also agrees to accept the title of the property subject to public utility easements along lot lines as long as those easements do not interfere with any buildings now on the property or with any improvements Buyer may construct in compliance with all present restrictive covenants of record and zoning and building codes applicable to the property. Seller agrees to furnish any documents required by federal or state laws for transfer of title to real property.
7. OBJECTION TO TITLE: If Buyer raises valid written objection to Seller's title which means that the title to the property is unmarketable, Seller may cancel this contract by giving prompt written notice of cancellation to Buyer. However, if Seller gives written notice within
five (5) days that Seller will cure the problem prior to the closing date, then this contract shall continue in force until the closing date, subject to Seller performing as promised. If Seller fails to cure the problem within such time, Buyer will not be obligated to purchase the property and any deposit shall be returned together with reimbursement for the reasonable cost of having the title examined.
8. RECORDING COSTS, MORTGAGE TAX, TRANSFER TAXES AND CLOSING ADJUSTMENTS. Seller will pay the real property transfer tax and real property gains tax, if any. Buyer will pay for recording the deed. The parties agree to cooperate in the execution and timely filing of all necessary documentation to determine any real property transfer gains tax.
9. REAL ESTATE BROKERS: It is understood and agreed by both Buyer and Seller that Seller has secured this contract without the assistance of a broker.
10. LIFE OF OFFER: This offer shall expire two (2) weeks from the date hereof.
11. RESPONSIBILITY OF PERSONS UNDER THIS CONTRACT ASSIGNABILITY: If more than one person signs this contract as Buyer, each person and any party who takes over that person's legal position will be responsible for keeping the promises made by Buyer in this contract. If more than one person signs this contract as Seller, each person or any party who takes over that person's legal position, will be responsible for keeping the promises made by Seller. However, this contract is personal to the parties and may not be assigned by either without the other's consent.
(a) Seller and Buyer have the full right, power and authority to execute this Agreement;
(b) There is no actual known condemnation or eminent domain proceeding affecting the property or any part thereof.
(c) Seller has received no actual notice of violation of any applicable governmental requirement with respect to the use and occupancy of the property, including, but not limited to, environmental, which have not been heretofore corrected to the satisfaction of the appropriate governmental agency, and Seller has received no notice and has no actual notice of any violations or investigations relating to any such governmental requirement.
(d) Seller is not a foreign person as defined in Section 1445(f)(3) of the Internal Revenue Code.
13. ENTIRE CONTRACT: This contract when signed by both Buyer and Seller, along
with the Pre-Closing Possession Agreement, will be the record of the complete agreement between the Buyer and Seller concerning the purchase of the property- No verbal agreements or promises will be binding.
15. NOTICES: All notices under this contract shall be deemed delivered upon receipt. Any notices relating to this contract may be given by the attorneys for the parties.
ST. XXXXXXXX-XXXXX BOARD OF COOPERATIVE EDUCATIONAL SERVICES
By: _ Xxxxxx X. Xxxxx, District Superintendent
ACCEPTANCE OF OFFER BY SELLER
Seller accepts the offer and agrees to sell on the terms and conditions set forth herein.
UNITED HELPERS MANAGEMENT COMPANY, INC.
By:_ Xxxxxxx X. Xxxxxx
CONTRACT OF SALE
BUYER: St. Xxxxxxxx-Xxxxx BOCES
Address: 000 Xxxxxx Xxxxxx Xxxxxx, XX 00000
Phone: (000) 000-0000
Attorney: Xxxxxxx Xxxxx Heinrich, Esq.
Ferrara, Fiorenza, Xxxxxxxx, Xxxxxxx & Xxxxx, P.C.
Address: 0000 Xxxxxxxxxx Xxxxx Xxxx Xxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Seller: United Helpers Management Company, Inc.
Address: 000 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000
Phone: (000) 000-0000
Attorney: Xxxxx Xxxxxx, Esq.
Address: 00 Xxxxxx Xxxxxx, XX Xxx 0000 Xxxxxxx, XX 00000
Phone: (000) 000-0000