HomeMy WebLinkAbout190 Orange Ave-7/12/2010REAL ESTATE PURCHASE AGREEMENT
(NONRESIDENTIAL)
TO: 190 Orange Avenue ("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 300 W. Mullan Avenue,
Waterloo, Iowa, legally described as per the abstract of title, consisting of assessor parcel nos.
8913-26-201-005 and 8913-26-201-006; 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
$800,000.00, subject to reduction as set forth herein, of which $1,000.00 is on deposit with the
law firm of Clark, Butler, Walsh & Hamann, to be held in trust. The Purchase Price is subject to
reduction for all real property taxes and special assessments that Buyer is required to pay to
obtain clear title to the Property. The Purchase Price shall be paid on or before the Closing Date
(defined below), subject to the terms and conditions of this Agreement. 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accepted by Seller or if it is rescinded by Buyer for failure of title or any other reason provided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. Subject to this paragraph, possession of the Property
shall be delivered to Buyer at closing on or before August 30, 2010 (the "Closing Date").
Closing shall occur at City Hall, 715 Mulberry Street, Waterloo, Iowa. Buyer does not take the
Property subject to the rights of any other persons in possession. All lease or rental contracts of
any type or nature, oral or written, express or implied, for any part of the Property shall be
terminated by Seller sufficiently far in advance of closing so that the Property is completely
vacated before closing, and if the Property is not completely vacated then Buyer shall have the
right, in its sole discretion, to defer the Closing Date until such date that the Property is
completely vacated.
3. REAL ESTATE TAXES. Buyer shall pay all real estate taxes, prorated to the closing
date, that are due and payable with respect to the Property, as set forth in Section 1 above.
4. SPECIAL ASSESSMENTS. Buyer shall pay 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: All fixtures, furniture and equipment.
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 90 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 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 11 FRS.
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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 foregoing warranties 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
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 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.
11. DEED. Upon payment of the Purchase Price, Seller shall convey the Property to Buyer
by special warranty deed.
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.
3
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 used to convey title.
18. REMEDIES OF THE PAR I'IES.
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 collected), 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's sole remedy is to cancel this
contract and have all payments made returned to it. Buyer waives any right to require
specific performance by Seller.
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: 190 Orange Avenue 1 t 'c,
11546 Eucalyptus Hills Drive
Lakeside, CA 92040
Attn: President
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.
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21. NO REAL ESTA fb 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 economic development
purposes. Buyer's rights and duties under this Agreement are assignable to any person or
entity that will further the economic development objectives contemplated by Buyer.
B. Special contingencies to effectiveness of Agreement. Notwithstanding any signatures
below by representatives of Buyer, this Agreement is expressly subject to approval by the
city council of Buyer.
C. Seller is free to remove any or all furnishings, fixtures or equipment from the Property
before closing, provided that the buildings are left secure agaitist unauthorized entry.
Before closing, Seller is to properly remove, transport, store and/or dispose of any
hazardous materials or substances upon the Property of which Seller has knowledge, all
of such actions to be taken in compliance with applicable federal, state and local law.
D. Notwithstanding anything herein to the contrary, Buyer acknowledges and agrees that
this transaction is a short sale. The Property is encumbered with a loan (the "First
Mortgage") that has a balance in excess of the Purchase Price. This sale and Seller's
obligations hereunder are conditioned upon and subject to the First Mortgage lender
agreeing to a satisfaction and release of the First Mortgage for less than the full amount
owing on the First Mortgage, which is beyond Seller's control. Seller will cooperate in
good faith with the First Mortgage lender and Buyer to request and attempt to obtain the
First Mortgage lender's agreement, but otherwise Seller has no authority, duty or
obligation to obtain any such discount. Seller has no obligation to contribute cash to
enable the transaction to close, including without limitation to pay off any shortfall on the
First Mortgage, for abstracts or other closing costs, to pay tax or other prorations, to pay
brokerage commissions, or for any other purpose. Any such costs, charges, and
prorations otherwise chargeable to the Seller are to be paid for solely and included in the
discount from the First Mortgage lender. The parties agree that, in the event that the total
sum payable by Buyer to secure clear title of the Property, including but not limited to
any taxes, costs, charges and prorations that may be referred to in this paragraph, exceed
$805,000 in the aggregate, Buyer shall have the option to cancel this transaction, without
penalty, and in such event the earnest money shall be returned to Buyer. Seller's sole
obligation is to convey title by special warranty deed at the time of closing. These
acknowledgments and agreements 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 July 12, 2010, this Agreement shall be null and void.
5
Dated IP119146
BUYER
City of W r1oo, Iowa
By:
est G. Clark, Mayor
-
Attest:
Suzy Sc
_
es, City Clerk
6
Accepted by Seller
SELLER
190 Orange Avenue
By:
President
BLACK HAWK COUNTY REAL ESTATE ASSESSMENT AND TAX
INFORMATION*
CITY OF
8913-26-201-006 WATERLOO
PDF
No.
Map Area
Contract Buyer
CITY OF WATERLOO
715 MULBERRY ST
CITY OWNED
WATERLOO, IA 50703-
0000
13 W
WATERLOO -C
Tax Mail to
Address
Property Address
300 W MULLAN AV
WATERLOO, IA 50701-0000
Current Recorded Transfer
Date
Drawn
Date
Filed
Recorded
Document
Type
8/26/2010
9/16/2010
2011 005288
D
LEGAL
AUDITORS FALLS AVE & MULLAN AVE PLAT PART LOT 30 DESC AS FOL: BEG AT MOST
SLY COR SAID LOT 30 TH N 48 DEG 50 MIN 00 SEC W ALONG SWLY LINE SAID LOT 30
DIST OF 323.07 FT TH N 43 DEG 43 MIN 43 SEC E DIST OF 280.28 FT TH S 48 DEG 50 MIN
00 SEC E DIST OF 311.36 FT TH S 41 DEG 20 MIN 00 SEC W ALONG THE SELY LINE SAID
LOT 30 DIST OF 280 FT TO PT OF BEG (ALSO DESC AS PARCEL B IN PLAT OF SURVEY B
327 P 412)
BLACK HAWK COUNTY REAL ESTATE ASSESSMENT AND TAX
ow + INFORMATION
CITY OF
8913-26-201-005 WATERLOO
OF WATERLOO
Tax Mail to
Address
PDF
No.
Map Area
Contract Buyer
13 W
WATERLOO -C
715 MULBERRY ST
CITY OWNED
WATERLOO, IA 50703-
0000
Property Address
Current Recorded Transfer
00000
00000-0000
Date
Drawn
Date
Filed
Recorded type
Document
8/26/2010
9/16/2010
2011 005288 D
AUDITORS FALLS AVE & MULLAN AVE PLAT PART LOT 30 DESC AS FOL: COM AT MOST
SLY COR LOT 30 TH N 48 DEG 50 MIN 00 SEC W ALONG SWLY LINE SAID LOT 30 A DIST
OF 323.07 FT TO THE PT OF BEG TH CONT ALONG SAID SWLY LINE N 48 DEG 50 MIN 00
SEC W DIST OF 243.81 FT TH N 62 DEG 55 MIN 58 SEC E DIST OF 222.89 FT TH N 83 DEG
45 MIN 11 SEC E DIST OF 78.78 FT TH S 57 DEG 07 MIN 37 SEC E DIST OF 103.99 FT TH S
148 DEG 50 MIN 00 SEC E DIST OF 17.47 FT TH S 43 DEG 43 MIN 43 SEC W DIST OF 280.28
IFT TO PT OF BEG (ALSO DESC AS PARCEL A IN PLAT OF SURVEY B 327 P 399)
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Black Hawk County Parcel Map
Parcel ID:
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Black Hawk County, Iowa
316 East 5th Street
Waterloo, Iowa 50703-4774
Phone: (319) 833-3002
Fax: (319) 833-3070
E-mail: auditorAco.black-hawk.ia.us.org
Map Disclaimer: This map does not represent a survey. No liability is assumed for the
accuracy of the data delineated herein, either expressed or implied by Black Hawk County,
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records, including plats, surveys, recorded deeds, and contracts, and only contains
information required for local govemment purposes. See the recorded documents for more
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Black Hawk County Parcel Map
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Deed Holder:
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316 East 5th•Street
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Phone: (319) 833-3002
Fax: (319) 833-3070
E-mail: auditoraco.black-hawk.ia.us.org,
Map Disclaimer. This map does not represent a survey. No liabilily is assumed for the
accuracy of the data delineated herein, either expressed or implied by Black Hawk County,
the Black Hawk County Assessor or their employees. This map is compiled from official
records, including plats, surveys, recorded deeds, and contracts, and only contains
information required for local govemment purposes. See the recorded documents for more
detailed legal information.
http://www2.co.black-hawk.ia.us/servleticom.esri.esrimap.Esrimap?ServiceName=bhov&Cl... 6/3/2011