The URL can be used to link to this page

Home My WebLink AboutThompson Resident Holdings III, LLC-2/10/2014Mayor BUCK CLARK COUNCIL MEMBERS DAVID JONES Ward 1 CAROLYN COLE Ward 2 CITY OF WATERLOO, IOWA COMMUNITY PLANNING AND DEVELOPMENT 715 Mulberry Street • Waterloo, Iowa 50703-5783 • (319) 291-4366 Fax (319) 291-4262 NOEL C. ANDERSON, Community Planning & Development Director Council Communication City Council Meeting: February 10, 2014 Prepared: February 4, 2014 Dept. Head Signature: # of Attachments: g `Z SUBJECT: Request to enter into a real estate purchase agreement with Thompson Resident Holdings III, LLC for the acquisition and purchase of 1005 Lafayette Street Submitted by: Noel Anderson, Community Planning & Development Director Recommended City Council Action: Approval HAROLD GETTY Summary Statement: Transmitted herewith is a request to enter into a purchase Ward 3 agreement with Thompson Resident Holdings III, LLC for the acquisition of 1005 Lafayette Street (8913-25-134-013), which is located on the north side of Lafayette HQARUENTIN between East 8th and 9th Streets. The purchase price of the property will be Ward4 $20,000.00. Possession of the property shall be delivered to Buyer at closing, and the closing shall be within 60 days after approval of this agreement by the City RON Council. Updating of the abstract for the property shall be at the seller's expense, WELPER and shall be continued within a date of 30 days of the closing. The updated Ward 5 abstract shall be delivered to the buyer's attorney for examination before closing to BOB perform a title opinion. GREENWOOD At -Large Expenditure Required: $20,000.00. STEVE SCHMITT Source of Funds: NSP Neighborhood Stabilization Funds At -Large Policy Issue: Property Management Alternative: N/A Background Information: The City has been actively targeting the Cedar River Neighborhood for new housing development in close proximity to downtown. Legal Description: See attached deed Cc: Aric Schroeder, City Planner Rudy Jones, Community Development Director --file-- CITY WEBSITE: wwwci.waterloo.ia.us WE'RE WORKING FOR YOU! An Equal Opportunity/Affirmative Action Employer REAL ESTATE PURCHASE AGREEMENT TO: Thompson Residential Holdings III, LLC ("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 1005 Lafayette Street, legally described as per the abstract of title, consisting of assessor parcel no(s). 8913-25-134-015; 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. EARNEST MONEY AND PURCHASE PRICE. The Purchase Price shall be $20,000.00, of which $100.00 is on deposit with the law firm of Clark, Butler, Walsh & Hamann, to be held in trust. The entire Purchase Price shall be due and payable in full at closing. If this Agreement is not accepted by Seller or if it is rescinded by Buyer for failure of title or any other reason provided for in this Agreement, then the earnest money held in trust shall be returned to Buyer. 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 sixty (60) 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. 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. The following items shall not be included: 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. Seller sells the Property "AS IS" and makes no warranties, expressed or implied, as to the condition of the Property. Within 45 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, and any earnest money shall be returned to Buyer. 8. ABSTRACT AND TITLE. Seller, at its expense, shall obtain from an abstract of title to the Property continued through a date that is within thirty (30) days of the closing, and shall deliver it to Buyer's attorney for examination. It 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 until either party rescinds the Agreement after giving ten days' written notice to the other party. 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. 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. B. 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: C. 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 2 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 refund to Buyer all earnest money paid 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. 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 survivorship and not as tenants in common; and Buyer in the event of death of any Seller, agree to pay any balance of the price due Seller under this contract to the surviving Seller and to accept a deed from the surviving Seller consistent with Paragraph 15. 13. JOINDER BY SELLER'S SPOUSE. Seller's spouse, if not a title holder immediately preceding acceptance, executes this Agreement only for the purpose of relinquishing all rights of dower, homestead, and distributive share or in compliance with Section 561.13 of the Code of Iowa and agrees to execute the deed or real estate contract 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 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. N/A. 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. 3 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: Thompson Residential Holdings III, LLC 1956 Winston Place Waterloo, IA 50701 Attn: Kenneth R. Thompson 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. 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. 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. 4 D. Closing is contingent on Seller terminating all tenancies and removing all occupants and possessions from the Property before Closing. Seller shall indemnify Buyer and hold it harmless with respect to any and all claims of Seller or any third party for loss, damage or destruction of any personal property or fixtures left on the Property after Closing. This provision shall survive the Closing. 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 , 2014, this Agreement shall be null and void. Dated BUYER City of Waterloo, Iowa Accepted by Seller SELLER Thompson Residential Holdings III, LLC By: By: Mayor Attest: City Clerk 5 EIN: V �� 5(rS 7 1 Printable Map Output Page 1 of 1 Black Hawk County Parcel Map Parcel ID: :913-25-134-015 Deed Holder. HOMPSON RESIDENT HOLDINGS III L Parcel Address: 1005 LAFAYETTE ST, WATERLOO, IA 50703 ' �i -w) J Y -$._ A. s f $ 1.: -: ` >' f *wa 9 s y`'(�' ,_ rr rP Y !! • M1L - F - r-i'yYe -. . v�. s a: a ., �-• pF Y.�"T eii- R _�'. 1"f -. .!'"' Ai 'I y .; � � r- .+. 1 ` tr'alrs c 4 <? `-c V ... sr 3.i Pq y•. f _ XtlS, ', ,. '., r# � k " it - T r'r 1 .14r,S d r :- ' a ; Y . e., f J.J .. �t� a `F v _ Leges FeaturesParceWim Saiected rtKd� hospital AeAerialPhahPhotosort#�ii y{ 'air m Black Hart co. Credept bywngP geliroada , / Townships ‘' • Elections Water Parcels ® Tm+mldp "00 City Lines railroad-dhe Raaale_ salaams.- r4 hi 9 a ti Yi f j.°t as t9 g- yv4. I F..' 1.1_ Gyf♦ e..r}*" Alae ArcalS Cop In 19981 URI ` created with MI .50 Inc ,� v-= +! _t Black Hawk County, Iowa 16 East 5th Street aterloo, Iowa 50703-4774 Phone: (319) 833-3002 Fax: (319) 833-3070 E-mail: auditor °. co.black-hawk.ia.us.or° Map Disclaimer: This map does not represent a survey. No liability is assumed for the r ccuracy of the data delineated herein, either expressed or implied by Black Hawk County, e Black Hawk County Assessor or their employees. This map is compiled from official -cords, including plats, surveys, recorded deeds, and contracts, and only contains information required for local govemment purposes. See the recorded documents for more •etailed le ai information. http://www2.co.black-hawk.ia.us/servlet/com.esri.esrimap.Esrimap?ServiceName=bhov&... 1/27/2014 Black Hawk County Property Photos There is 1 photo of parcel 891325134015. Page 1 of 1 http://www2.co.black-hawk.ia.us/website/bhmap/bhParImages.asp?apn=891325134015&a... 1/29/2014 Black Hawk County Building Sketches There is 1 building sketch of parcel 891325134015. Page 1 of 1 15 FR OP [30] 5 6 10 6 14 1S FR 24 [204] 12 $ 26 IS B A FR [MAIN] [875] 26 10 5 12 20 16 12 1S FR OP [228] 21 http://www2.co.black-hawk.ia.us/website/bhmap/bhParImages.asp?apn=891325134015&a... 1/29/2014 Black Hawk County Detailed Parcel Report Page 1 of 2 BLACK HAWK COUNTY REAL ESTATE ASSESSMENT AND TAX INFORMATION Parcel ID Deed Holder Tax Mail to Address 8913-25-134-015 THOMPSON RESIDENT HOLDINGS III L THOMPSON 1956 WINSTON RESIDENT HOLDINGS III L PL IA 50701-0000 PDF No. Map Area Contract Buyer WATERLOO, 7 EWTLO-01 0 24,070 Property Address Current Recorded Transfer 1005 LAFAYETTE ST WATERLOO, IA 50703-2449 Date Drawn Date Filed Recorded Document Type 12/10/2007 12/14/2007 2008 012376 D SALES BUILDING PERMIT Date AmountNUTC / Type None 9/14/1992 6,500 SALE INVOLVING CONSIDERATION FOR PERSONAL PROPERTY - PRIOR 09 / Deed ASSESSED VALUES/CREDITS Year Class 2013 R 100% Value Land Dwelling Building M/E Total Acres 3,490 20,580 0 0 24,070 0 Taxable Value Land Dwelling Building M/E Total 1,899 11,196 0 0 13,095 Year Class Class 2012 100% Value R 100% Value Land Dwelling Total Building M/E Total Acres_ 3,490 20,580 0 0 0 24,070 0 Taxable Value Land 'Dwelling Building M/E Total 1,843 10,870 0 0 12,713 Year Class 2011 R 100% Value Land Dwelling Building M/E Total Acres 3,490 20580 0 0 24,070 0 Taxable Value Land Dwelling Building 1M/E Total 1,771 10,445 0 0 12,216 TAX INFORMATION ASSESSMENT YEAR 2012 PAYABLE 2013/2014 Tax District 941131 - WATERLOO BATH AREA TIF AMD1 Gross Value Taxable Value Military Exemption Levy Rate Gross Tax Net Tax Corp 24,070 12,713 0 40.61203 $516.30 $516.00 Nocorp 0 0 0 ,0 $0.00 Homestead Credit Disabled Veteran Credit Property Tax Relief Credit Ag Credit Family Farm Credit Corp $0.00 $0.00 $0.00 $0.00 $0.00 Nocorp $0.00 http://www2.co.black-hawk.ia.us/website/bhmap/bhRepDet.asp?apn=891325134015 1/29/2014 Black Hawk County Detailed Parcel Report LEGAL Page 2 of 2 ORIGINAL PLAT WATERLOO EAST NW 49 FT SE 98 FT LOTS 7 & 10 BLK 24 LAND Basis Front Rear Side 1 Side 2 Lot Area Acres Front Foot 49 49 120 120 0 5880 0.135 otais: Total Rooms Below Bedrooms Above Bedrooms Below 7 0 5880 0.135 DWELLING CHARACTERISTICS Type Style Total Living Area Two -Family Conversion 1 Story Frame 1472.75 Year Built ,Area Heat AC Attic 1896 875 No No 3/4 Finished Total Rooms Above Total Rooms Below Bedrooms Above Bedrooms Below 7 0 2 0 Basement Basement Finished Area No Basement Floor Full 0 0 Foundation Flooring C Blk Carp / Vinyl Exterior Walls Interior Finish Vinyl Plas Roof Asph / Gable Non -Base Heating Floor/Wall Pipeless Handfired Space Heaters 0 Addtions ear Built Style Area Basement (SF) No Basement (SF) Heat AC Attic 1896 1 Story Frame 204 0 0 Yes No 0 Full Bath 7 Plumbing2 1 Sink Style Area Porch 1S Frame Open 228 1S Frame Open 30 GARAGES � 11ear Built Style 'Width Length Area Basement Qtrs Over Area AC 11941 Det Frame 112 18 216 0 None 0 0 BASEMENT STALLS None (Entry Status: Inspected http://www2.co.black-hawk.ia.us/website/bhmap/bhRepDet.asp?apn=891325134015 1/29/2014 Page 1 of 2 BEECHER LAW FIRM Document Number. 2008012378 I Date: Dec 14.2007 4:30:00 pm ill Aud Fee: 30.00 Rec Fee: 10.00 P Trans Tax 0.00 Rec Management Fee: 1.00 E -Com Fee: 1.00 Non -Standard Page Fee: 0.00 Z Flied for record in Black Hawk County, Iowa Judith A. McCarthy, County Recorder Prepared By: Eric W. Johnson, P.O. Box 178, Waterloo, IA 50704-0178 (319)234-1766 After Recording Return To: Eric W. Johnson, PO Box 178, Waterloo, IA 50704 Address Tax Statement to: Thompson Residential Holdings III, LLC, 1956 Winton Place, Waterloo, IA 50701 WARRANTY DEED — COMPANY GRANTOR For the consideration of One ($1.00) Dollar(s) and other valuable consideration, Thompson Residential Holdings, LLC, a company organized and existing under the laws of Iowa does hereby convey to Thompson Residential Holdings III, LLC, the following described real estate in Black Hawk County, Iowa: The Northwest Forty-nine (49) feet of the Southeast Ninety-eight (98) feet of Lots Nos. Seven (7) & (10), Block Twenty-four (24), Original Plat Waterloo East, City of Waterloo, Black Hawk County, Iowa (1005 Lafayette Street), and Lot 5, Block 10, Litchfield Addition, City of Waterloo, Black Hawk County, Iowa (1122 Columbia), and Lot 20, Block 11, Litchfield Addition, City of Waterloo, Black Hawk County, Iowa (1111 Columbia), and The West Ten (10) feet of Lot Six (6) and East Twenty-five (25) feet of Lot Seven (7), Block Sixty-nine (69), Cooley Addition, City of Waterloo, Black Hawk County, Iowa (416 Almond Street), and Lot 8, Block 1, Peeks Second Addition, City of Waterloo, Black Hawk County, Iowa (419 Peek), and Lot 9, Block 7, Gates Park Place, City of Waterloo, Black Hawk County, Iowa (117 Sherman Avenue) Subject to covenants, restrictions, ordinances, easements, and limited access provisions of record. The Company hereby covenants with grantees, and successors in interest, that it holds the real estate by title in fee simple; that it has good and lawful authority to sell and convey the real estate; that the real estate is free and clear of all liens and encumbrances, except as may be above stated; and it covenants to Warrant and Defend the real estate against the lawful claims of all persons, except as may be above stated. Words and phrases herein, including acknowledgment hereof, shall be construed as in the singular or plural number, according to the context. File Number: 2008-00012376 Seq: 1 Page 2 of 2 THIS DEED IS EFFECTIVE JANUARY 1, 2008. Dated: / 'z - /4)- 6 -7 THOMPSON RESIDENTIAL HOLDINGS, LLC State of Iowa County of Black Hawk ) )ss y: Kenneth R. Thompson Its: Manager/Member This instrument was acknowledged before me on this/ (/ day of December, 2007, by Kenneth R. Thompson, as Manager/Member, of Thompson Residential Holdings, LLC.. Y E. EN COMMISSION NO. 748852 MY COMMISSION EXPIRES SEPTEMBER 1 2010 File Number: 2008-00012376 Seq: 2 REAL ESTATE PURCHASE AGREEMENT TO: Thompson Residential Holdings III, LLC ("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 1005 Lafayette Street, legally described as per the abstract of title, consisting of assessor parcel no(s). 8913-25-134-015; 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. EARNEST MONEY AND PURCHASE PRICE. The Purchase Price shall be $20,000.00, of which $100.00 is on deposit with the law firm of Clark, Butler, Walsh & Hamann, to be held in trust. The entire Purchase Price shall be due and payable in full at closing. If this Agreement is not accepted by Seller or if it is rescinded by Buyer for failure of title or any other reason provided for in this Agreement, then the earnest money held in trust shall be returned to Buyer. 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 sixty (60) 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. 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. The following items shall not be included: 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. Seller sells the Property "AS IS" and makes no warranties, expressed or implied, as to the condition of the Property. Within 45 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, and any earnest money shall be returned to Buyer. 8. ABSTRACT AND TITLE. Seller, at its expense, shall obtain from an abstract of title to the Property continued through a date that is within thirty (30) days of the closing, and shall deliver it to Buyer's attorney for examination. It 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 until either party rescinds the Agreement after giving ten days' written notice to the other party. 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. 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. B. 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: C. 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 2 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 refund to Buyer all earnest money paid 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. 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 survivorship and not as tenants in common; and Buyer in the event of death of any Seller, agree to pay any balance of the price due Seller under this contract to the surviving Seller and to accept a deed from the surviving Seller consistent with Paragraph 15. 13. JOINDER BY SELLER'S SPOUSE. Seller's spouse, if not a title holder immediately preceding acceptance, executes this Agreement only for the purpose of relinquishing all rights of dower, homestead, and distributive share or in compliance with Section 561.13 of the Code of Iowa and agrees to execute the deed or real estate contract 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 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. N/A. 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. 3 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: Thompson Residential Holdings III, LLC 1956 Winston Place Waterloo, IA 50701 Attn: Kenneth R. Thompson 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. 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. 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. 4 D. Closing is contingent on Seller terminating all tenancies and removing all occupants and possessions from the Property before Closing. Seller shall indemnify Buyer and hold it harmless with respect to any and all claims of Seller or any third party for loss, damage or destruction of any personal property or fixtures left on the Property after Closing. This provision shall survive the Closing. 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 -06 4.1 , 2014, this Agreement shall be null and void. Dated 1 � %' C BUYER City of Waterloo, Iowa By: Mayor Attest: 5 Accepted by Seller SELLER Thompson Residential Holdings III, LLC 7-2 By: 4;;Aet, Kenneth R. Tho EIN: son, Manager