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Home My WebLink AboutR and L Investments-Purchase Agreement-6/21/2010REAL ESTATE PURCHASE AGREEMENT TO: R and L Investment, Inc. ("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 1720 Black Hawk Road, Waterloo, Iowa, legally described as per the abstract of title, consisting of assessor parcel nos. 8913-28-376-001, and 8913-28-451-001; 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 $250,000.00, 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, subject to partial escrow as set forth in paragraph 22(b) below. If this Agreement is not accepted by Seller or if it is rescinded by Buyer for failure of title or any other reason provided for in this Agreement, then the earnest money held in trust shall be returned to Buyer. 2.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 one hundred twenty (120) days after approval of this Agreement by the Waterloo City Council, or on such other date as the parties may mutually agree. 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: salvage yard items 7. CONDITION OF PROPERTY. Seller sells the Property "AS IS" and makes no warranties, expressed or implied, as to the condition of the Property. 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 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. 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: septic tank that serves home C. Within thirty (30) days after approval of this Agreement by Buyer, Buyer may, at its sole 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. 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 2 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, to acquire outstanding interests, if any, of others, and to cover the cost of any unfulfilled performance of Seller under paragraph 22(b) below. 16. 1031 EXCHANGE. The parties acknowledge that Seller may create an IRS Code Section 1031 tax-deferred exchange and that Seller's rights and obligations under this agreement may be assigned to facilitate such exchange. Buyer agrees to cooperate with Seller in a manner reasonably necessary to enable Seller to initiate said exchange at no additional cost or liability to Buyer. 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 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. 3 Seller: R and L Investment, Inc. 1720 Black Hawk Road Waterloo, IA 50701 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. 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. Special contingencies to effectiveness of Agreement. (1) Notwithstanding any signatures below by representatives of Buyer, this Agreement is expressly subject to approval by the city council of Buyer. (2) If the level of environmental contamination, or the extent of necessary remedial activities, is considered unacceptable by Buyer in its sole discretion, Buyer shall have the option to cancel this transaction, in which case this Agreement shall be void and the earnest money shall be returned to Buyer. B. Seller shall remove all personal property and debris of any kind or nature from the premises no later than closing, subject to extension as provided in paragraph C below. Materials or substances of any kind that would be deemed hazardous or that would, if spilled, discharged or released, cause contamination of the Property under applicable environmental law, must be handled with due care. If Seller or its agents cause or permit any such spill, discharge or release, they shall promptly report such event to Buyer and take all steps necessary to minimize the impact of the event and to clean up any contamination. Any personal property and debris of any type or nature whatsoever that remains on the premises after closing shall be deemed abandoned, and Buyer may dispose of same without notice to Seller. All expenses incurred by Buyer in removing same will be chargeable to Seller as the sole cost and expense of Seller. As security for Seller's performance under this paragraph, and in the event that Seller has not completed such work before closing, Buyer shall place $75,000 of the purchase price in escrow with its legal counsel, Clark Butler Walsh & Hamann. Provided that Seller makes good -faith progress with the above requirements and/or any allowed extension of time for clearing personal property from the premises, Buyer may release funds from escrow in an amount 4 of up to $15,000 at 30 -day intervals, with remaining funds to be released to Seller in full if Seller has fully performed its obligations hereunder, otherwise remaining funds will be held in reserve to offset any and all cost or expense incurred by Buyer to complete the terms of Seller's performance, after which the remaining escrow funds, if any, will be delivered to Seller. The parties agree that the intent of the escrow is to ensure that Buyer will at all times have sufficient funds to cover the anticipated cost and expense of fulfilling Seller's performance under this paragraph. This paragraph shall survive the closing and will not merge with the deed. C. If Seller's work of clearing the property as described in paragraph B above has timely commenced shortly after city council approval of this Agreement but is later stopped and/or delayed as a result of flooding or other cause beyond the reasonable control of Seller, the requirement that said work be completed within one hundred twenty (120) days after city council approval shall be tolled for a period of time equal to the period of such stoppage or delay, and thereafter if said work is not completed within the allowed period of extension, then the City shall undertake the work and charge the cost thereof against funds held in escrow. 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 , 2010, this Agreement shall be null and void. Dated 62/A1 BUYER – City of Waterloo, Iowa By: 61j Mayor c mo" 61. (n –I— Attest: City Clt.rk\ Suvi Sci 5 Accepted by Seller SELLER – R and L Investment, Inc. By: Elizabe A. 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