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HomeMy WebLinkAboutIowa Community Credit Union-1/30/2012REAL ESTATE PURCHASE AGREEMENT (NONRESIDENTIAL) TO: Iowa Community Credit Union, f/k/a Watel Credit Union ("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 320 W. 2nd Street, legally described as per the abstract of title, consisting of assessor parcel no(s). 8913-26-207-005, -003, - 004, and -012; 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 $814,060.00, 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 If this Agreement is not accepted by Seller or if it is rescinded by Buyer for failure of title or any other reason provided for in this Agreement, then the earnest money held in trust shall be returned to Buyer. 2.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, ninety (90) days after the purchase of the New Site as provided in Paragraph No. 22(C) by Seller from Buyer, subject to satisfaction or waiver of any conditions set forth 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. Seller shall have the right and opportunity to remove any and all fixtures from the Property before closing. Any fixtures not removed before closing shall remain with the Property and shall become the sole property of Buyer, to be used, discarded, or demolished as Buyer sees fit in the exercise of its sole discretion. Seller or any other person undertaking salvage activities hereunder shall keep the premises closed and secure at all times against entry by unauthorized persons. 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 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 the Black Hawk County Abstract & Title 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 MA 1'1'ERS. 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: 2 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 reasonable access to Buyer's inspectors and engineers in advance of the closing date; provided that the activities of Buyer's agents will not interfere with the normal business operations of Seller on the Property. 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. 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. N/A. 18. REMEDIES OF THE PARTIES. 3 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: Iowa Community Credit Union 3301 Cedar Heights Drive Cedar Falls, IA 50613 Attn: Mark Heth 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. A. The parties acknowledge that Buyer is acquiring the Property for development purposes. Buyer's rights and duties under this Agreement are assignable to any person or entity that will further the development objectives contemplated by Buyer. 4 B. Special contingencies. (i) Notwithstanding any signatures below by representatives of Buyer, this Agreement is expressly subject to approval by the city council of Buyer. (ii) If, within thirty (30) days after Buyer's city council approves this Agreement, it fails to approve the sale to Seller for $50,000 of real property abutting the New Site (defined below), then at Seller's option this Agreement may be canceled by delivery of written notice of cancellation to Buyer within an additional ten (10) days. If Seller cancels this Agreement, then Buyer shall reimburse Seller for the actual costs of any abstracting undertaken by Seller under Section 8 and for repair of any damage caused by Buyer's agents in making investigations under paragraph C of Section 10. The abutting property referenced above is generally described as the Northwesterly 90 feet of Lot 29, except the Northwesterly 1.5 feet thereof, in "Auditor's Falls Avenue and Mullan Avenue Plat," City of Waterloo, Black Hawk County, Iowa. C. Relocation sites and activities. The parties acknowledge that Buyer is undertaking to obtain an alternate location (the "New Site") for Seller's business so that Seller may begin construction of a new banking facility thereon by March 1, 2012. Buyer will sell the New Site to Seller for $1.00, provided that Buyer proceeds thereafter with diligence to construct a new banking facility on the new site. The proposed site is located within the Highway 218 Corridor Overlay District and is subject to special criteria affecting property layout, design, landscaping, signage and other factors as set forth in the zoning ordinance. Under the CURA plan applicable to the New Site, Seller may elect to apply for available tax exemptions with respect to the taxable value added by new improvements. The parties agree to enter into a development agreement with respect to project construction at the New Site. The New Site is that property identified as 218 West Mullan Avenue, Waterloo, Iowa, which real estate was formerly occupied by "Happy Chef', and legally described as: Lot 29, except the Northwesterly 1.5 feet thereof, in "Auditor's Falls Avenue and Mullan Avenue Plat," City of Waterloo, Black Hawk County, Iowa, and Except for the Northwesterly 90 feet of said Lot 29, as described in Paragraph 22(B) above. D. Temporary location. Buyer will reimburse Seller for costs incurred by Seller to install and set up a portable building for Seller's banking operations to be conducted until substantial completion of construction of the new permanent building. The temporary location will be on the New Site, to the west of the Property. Reimbursable costs include down payment or deposit, monthly rental charges, installation of foundation or slab, delivery and removal, hookup to water, sewer and utilities, other costs to install and setup the facility, and monthly lease charges for furnishings. Buyer will reimburse Seller the sum of $52,906.70 (the "Interim Costs Payment"), which the parties agree is a good -faith estimate of the reimbursable costs described above, including approximately eight months of occupancy costs. The parties agree that the Interim Costs Payment is satisfactory for purposes of this Agreement, and each of them waives any right to recoupment, offset, or other damages in the event that actual reimbursable costs are later determined to differ from the Interim Costs Payment. Seller will be responsible to arrange for removal of the structure from the temporary location after it begins occupancy of the new building. Seller will be responsible to pay, at its own cost and expense, all costs to operate and maintain the temporary facility, including but not limited to utilities, that exceed the Interim Costs Payment. 5 E. Reserved. F. Survival of terms. Paragraphs B, C, D and I of this Section 22 are intended to survive, and shall not be merged into, the closing of the Property sale and purchase contemplated by this Agreement. Said terms may be superseded by the terms of a separate development agreement between the parties pertaining to the construction of improvements on the New Site. G. Appraisal. Buyer shall reimburse Seller for the cost of an Appraisal obtained by Seller on the Property in the amount of $1,950.00. H. Real Estate Taxes. Buyer shall pay real estate taxes prorated to the closing date on the New Site and give Seller credit for said amount at the time of closing and possession on the New Site. I. Seller and Buyer agree that the sale by Seller to Buyer of the property as described above is subject to the sale by Buyer to Seller of the real estate as described in Paragraph B and Paragraph C of this Section 22. If Buyer is unable to, or refuses to sell the real estate as described in Paragraph B and the New Site as described in Paragraph C to Seller for Fifty Thousand One Dollar ($50,001.00) in total, Seller shall have the option to either declare this Purchase Agreement null and void, or to require Buyer to convey, or cause to be conveyed, for the sum of One Dollar ($1.00), an alternate site of comparable size in the general vicinity, that is reasonably satisfactory to Seller. If City is required to provide an alternate site, then Seller shall have a period of no less than ninety (90) days to set up a temporary office location and to conduct salvage activities as contemplated by this Agreement. 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 , 2012 this Agreement shall be null and void. Dated TQ,I(LU cOni° 2w - Accepted Accepted by Seller [signatures on next page} 6 BUYER City of Waterloo, Iowa By: Ernest G. Clark, Mayor 7 SELLER Iowa Community Credit Union, f/k/a Watel Credit Union By: Mark 1-Ieth, President