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HomeMy WebLinkAboutAmerican Legion-4/6/2015REAL ESTATE PURCHASE AGREEMENT TO: Becker -Chapman Post No. 138 of the American Legion ("Seller") FROM: City of Waterloo, Iowa ("Buyer") 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 619 Franklin Street, legally described as per the abstract of title, consisting of assessor parcel no(s). 8913-24-379-006 and 8913-24-379-004; 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, herein referred to as the "Property," upon the following terms and conditions: 1. PURCHASE PRICE. The Purchase Price shall be $300,000.00, which shall be due and payable in full at closing. 2. POSSESSION AND CLOSING. Possession of the Property shall be delivered to Buyer at closing. Closing shall occur at City Hall, 715 Mulberry Street, Waterloo, within thirty (30) days after approval of this Agreement by the Waterloo City Council, subject to satisfaction of any conditions stated in this Agreement. 3. REAL ESTATE TAXES. Seller shall pay taxes prorated to the closing date in accordance with the provisions of Iowa Code § 427.2, and any unpaid real estate taxes payable in prior years, either paying Buyer, or giving Buyer a credit, for all of such taxes. 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 or which can be verified to be owing as of the closing date but are not yet certified as a lien. Buyer shall pay all other special assessments or installments. 5. RISK OF LOSS AND INSURANCE. Seller agrees to maintain existing insurance to the date of closing and shall bear the risk of loss or damage to the Property to the date of closing. In the event of substantial damage or destruction prior to closing, the Buyer shall have the option to complete the closing and receive insurance proceeds regardless of the extent of damages or to declare this Agreement null and void. 6. FIXTURES. N/A. 7. CONDITION OF PROPERTY. The Property as of the date of this Agreement, including buildings, grounds, and all improvements, will be preserved by the Seller in its present condition until closing, ordinary wear and tear excepted or as otherwise provided in this Agreement. 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 personal property that is not included in this Agreement. 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 ,)°,91J right to enter upon the Property at reasonable times and upon reasonable advance notice (oral or written). Within 60 days after the acceptance of this Agreement, Buyer may, at its sole expense, have the property inspected by a person or persons of its choice to determine if there are any environmental or other deficiencies. Seller shall cooperate in providing reasonable access to Buyer's inspectors. Within this same period, the Buyer may notify the Seller in writing of any deficiency. The Seller shall immediately notify the Buyer in writing of what steps, if any, the Seller will take to correct any deficiencies before closing. The Buyer shall then immediately in writing notify the Seller 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. 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 Agreement, Iowa law, and title standards of the Iowa State Bar Association. The Seller shall make every reasonable effort to promptly perfect the title. If closing is delayed due to Seller's inability to provide marketable title, this Agreement shall continue in force and effect unless Buyer rescinds the Agreement after giving ten days' written notice to Seller. The abstract shall become the property of Buyer when the Purchase 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. 9. SURVEY. Buyer may, at Buyer's expense, have the Property surveyed and certified by a registered land surveyor prior to closing if a survey is required by law. 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. A. Seller warrants to the best of its knowledge and belief that there are no abandoned wells, solid waste disposal sites, hazardous wastes or substances, or underground storage tanks located on the Property, the Property does not contain levels of radon gas, asbestos, or urea -formaldehyde foam insulation which require remediation under current governmental standards, and Seller has done nothing to contaminate the Property with hazardous wastes or substances. Seller warrants that the property is not subject to any local, state, or federal judicial or administrative action, investigation or order, as the case may be, regarding wells, solid waste disposal sites, hazardous wastes or substances, or underground storage tanks. Any exceptions to the warranties set forth above are fully described on a separate addendum attached hereto. 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 Agreement shall not be affected by any study, investigation, or inspection of the Property by Buyer or the agents for Buyer. 2 ry B. Seller agrees to indemnify, defend and hold harmless Buyer from and against any and all claims, demands, fines, penalties, causes of action, losses, damages, 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. Seller hereby represents that, to the best of its knowledge and belief, there is no active or abandoned septic tank or septic system on the property, except as described here: D. Buyer may, at Buyer's expense, have the Property inspected further for the existence of any hazardous materials, substances, or wastes. Seller shall cooperate in providing reasonable access to Buyer's inspectors and engineers. If hazardous materials, substances, or wastes are discovered on the Property, Buyer's obligation hereunder shall be contingent upon the removal of such materials, substances, conditions or wastes or other resolution of the matter reasonably satisfactory to Buyer. However, in the event Seller is required to expend any sum in excess of $1,000 to remove any hazardous materials, substances, conditions or wastes, Seller shall have the option to cancel this transaction and declare this Agreement null and void. The expense of any action necessary to remove or otherwise make safe any hazardous material, substances, conditions or waste shall be paid by Seller, subject to Seller's right to cancel this transaction as provided above. 11. DEED. Upon payment of the Purchase 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 Agreement. 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. N/A. 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. At time of settlement, funds of the Purchase Price may be used to pay taxes and other liens and to acquire outstanding interests, if any, of others. 16. 1031 EXCHANGE. N/A. 17. APPROVAL OF COURT. If the Property is an asset of any estate, trust, conservatorship, or receivership, this Agreement 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 an acceptable instrument to convey title. 3 18. REMEDIES OF THE PARTIES. A. If Buyer fail to timely perform this Agreement, Seller may forfeit it as provided in the Iowa Code (Chapter 656), and all payments made shall be forfeited; or, at Seller's option, upon thirty days' written notice of intention to accelerate the payment of the entire balance because of Buyer's default (during which thirty days the default is not corrected), Seller may declare the entire balance immediately due and payable. Thereafter this Agreement may be foreclosed in equity and the Court may appoint a receiver. B. If Seller fails to timely perform this Agreement, Buyer has the right to have all payments made returned to it, or Buyer may require specific performance by Seller. C. Buyer and Seller are also entitled to utilize any and all other remedies or actions at law or in equity available to them, and the prevailing parties shall also be entitled to obtain judgment for costs and attorney fees. 19. NOTICE. Any notice under this Agreement 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. Seller: Becker -Chapman Post No. 138 of the American Legion 619 Franklin Street Waterloo, IA 50703 Attn: L} /) % 1 X $ ti, Buyer: City of Waterloo 715 Mulberry Street Waterloo, IA 50703 Attn: Community Planning & Development Director 20. GENERAL PROVISIONS. In the performance of each part of this Agreement, 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 Agreement shall apply to and bind the successors in interest of the parties. This Agreement shall survive the closing. This Agreement 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 Agreement. 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. 21. NO REAL ESTATE AGENT OR BROKER. Neither party has used the service of a real estate agent or broker in connection with this transaction. 22. ADDITIONAL PROVISIONS AND CONTINGENCIES. 4 A. The parties acknowledge that Buyer is acquiring the Property for community development purposes. Buyer's rights and duties under this Agreement are assignable to any person or entity that will further the community development objectives contemplated by Buyer. B. Notwithstanding any signatures below by representatives of Buyer, this Agreement is expressly subject to approval by the city council of Buyer. The officer signing this Agreement on behalf of Seller represents and warrants that he is duly authorized to do so and that all approvals necessary to make this an agreement binding upon Seller have been obtained. C. Closing is contingent upon completion of environmental review and Buyer's receipt of clearance from state/federal agencies as to same. This contingency is material to Buyer's funding for the Property purchase. D. Closing is contingent on Seller terminating all tenancies and removing all occupants and possessions from the Property before closing. Before closing, Seller may also salvage and remove such fixtures from the Property as it deems desirable, but at all times shall ensure that the Property is secure against intrusion by unauthorized third parties and by the elements. Seller's salvage activities shall not compromise the structural integrity of the building. Seller shall indemnify Buyer and hold it harmless with respect to any and all claims, including but not limited to attorney's fees, (i) of Seller or any third party for loss, damage or destruction of any personal property or fixtures left on the Property after closing, and (ii) of Seller, Buyer or any third party for loss, damage, personal injury, or death arising from or in connection with the salvage activities of Seller or its agents or the condition of the Property resulting from such activities. This provision shall survive the closing. E. For a period of thirty (30) months after closing, Buyer will work with Seller in good faith to provide, without charge to Seller, cold storage space at a City of Waterloo facility with an area of approximately 2,500 square feet or greater. Seller will make use of Buyer's premises in AS IS condition, and keep its personal property on Buyer's premises, at its own risk. Seller agrees to indemnify, defend and hold Buyer harmless from and against any and all claims, demands, causes of action, costs, expenses, and liabilities of any type or nature whatsoever, including but not limited to attorneys' fees and expenses, arising from or in connection with the use of Buyer's premises by Seller, its officers, employees, volunteers, agents and invitees. Before making any use of Seller's premises, Seller shall provide to Buyer proof of general liability insurance in an amount of not less than $1,000,000 per occurrence, naming Buyer as an additional insured. The provisions of this paragraph shall survive closing. F. If within forty-eight (48) months after closing Seller obtains a building permit and substantially completes construction of a new building, or renovation of an existing building, to provide suitable meeting space for itself with assembly area and equipped with a commercial -grade kitchen, then Buyer will make an incentive payment of up to $100,000.00 to Seller. The incentive payment shall be limited to an amount that does not exceed Seller's reasonable project cost as evidenced by written contracts or invoices. If within forty-eight (48) months after closing the Seller is dissolved as a legal entity voluntarily or by judicial decree and thereafter winds up and liquidates its affairs, Seller 5 shall reimburse Buyer for any incentive payment made under this paragraph. The provisions of this paragraph shall survive closing. G. After execution of this Agreement by Seller, Buyer and its agents will be allowed reasonable access to the Property for purposes of asbestos testing and removal. 23. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the parties, superseding all prior or contemporaneous understandings, negotiations, discussions, or agreements between the parties with respect to the subject matter hereof. 24. ACCEPTANCE. When accepted, this Agreement shall become a binding contract. If not accepted by Seller on or before April 1, 2015, this Agreement shall be null and void. Dated c, (z - BUYER BUYER City of Waterloo, Iowa By: C Attest: City Cler 6 Accepted by Seller _ s) , Q '$I As SELLER Becker -Chapman Post No. 138 of the American Legion By: 4me•.- Title: /4 o 4 EIN: