HomeMy WebLinkAboutThe Overland Group - Purchase Sale Agmnt -11/6/2017Please return this copy to:
City Clerk & Finance Dept.
715 Mulberry St.
Waterloo, IA 50703
PURCHASE AND SALE CONTRACT
THIS PURCHASE ASND SALE CONTRACT OF REAL PROPERTY (the "Agreement")
made and entered into this (9 day of 14o*4,er 2017 by and between CITY OF WATERLOO
and/or ASSIGNS, (hereinafter "Seller") and THE OVERLAND GROUP, LLC. and/or
ASSIGNS, (hereinafter "Buyer").
WITNESSETH:
WHEREAS, Seller is the owner of a certain tract of real property measuring
approximately 265' +- of frontage on Idaho Street by 67' +- of depth frontage on MLK by 183' +-
Willow Street for a total 1.42+ acres, City of Waterloo, Black Hawk County, Iowa, which tract of
land is more particularly shown on Exhibit "A" attached hereto and made a part hereof (the
"Property"). The Property shall mean net usable acres and shall not include real property
burdened by permanent rights-of-way for public roads, drainage or utilities; and
WHEREAS, Buyer desires to purchase the Property upon the terms, provisions and
conditions hereinafter set forth, and together with all appurtenances, improvements, easements
and/or hereditaments thereunto belonging; and
NOW THEREFORE, for and in consideration of the mutual covenants and agreements
contained herein, Buyer and Seller hereby covenant and agree as follows:
1. PURCHASE PRICE. The total purchase price for the Property shall be TWENTY FIVE
THOUSAND AND NO/100 DOLLARS ($25,000.00). The Purchase Price, less credit
for monies heretofore paid to Seller by Buyer for the Inspection Period and any payments
made pursuant to Section 18 herein below, shall be paid to Seller at closing as hereinafter
defined (the "Closing").
2. EARNEST MONEY. Buyer shall deposit ONE THOUSAND AND NO/100 ($1,000.00)
into a non-interest bearing escrow account held by David D. Nelson, Whitfield & Eddy,
P.L.C., 699 Walnut Street Suite 2000, Des Moines, Iowa 50309, (515) 558-0150, Email:
Portwine@whitfieldlaw.com, within five (5) days after execution of the contract.
3. INSPECTION PERIOD. For a period of one hundred and eighty (180) days from the
date of this Agreement (the "Inspection Period"), Buyer shall have the privilege of going
upon the Property as needed to confirm zoning, confirm availability of all utilities
(including sewer), to inspect, examine, survey, make soil and subsoil tests, percolation
tests, arrange financing for the proposed development and to otherwise do what Buyer
reasonably deems necessary to determine, to Buyer's sole satisfaction, whether the
Property is suitable for Buyer's intended development and use. If Buyer exercises its
rights under the provisions of this Section, it shall (1) keep the Property free of any liens
or third -party claims resulting therefrom; (2) promptly pay when due the costs of all tests,
investigations and examinations done with regard to the Property; (3) indemnify and hold
Seller harmless from and against any and all liability, damages, claims, causes of action,
costs or other expenses, including without limitation reasonable attorney's fees, paid,
incurred or asserted against Seller any lien claims or for injuries to or death of persons or
damage to property arising from or caused by Buyer's entry onto the Property or the
negligence or willful misconduct of Buyer, its agents, employees and contractors in
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connection with the exercise by Buyer of the rights hereunder; and (4) if Closing does not
occur for any reason, fully restore the Property as nearly as practicable to its condition
immediately before such exercise. This Section shall survive the termination of this
Agreement or Closing and delivery of the Deed. If Buyer determines, in its sole
discretion, that the Property is unsuitable for its proposed development and gives notice
of this to Seller prior to the expiration of the Inspection Period, then this Agreement shall
terminate and all earnest monies less $100 to Seller as independent consideration for the
right to terminate shall be immediately returned to the Buyer. If Buyer terminates this
contract before the end of the initial Inspection Period, Buyer shall be entitled to the
immediate return of the Earnest Money without the need of Seller's release.
Notwithstanding the foregoing, the Buyer may extend its Inspection Period for an
additional ninety (90) days by depositing into escrow an additional FIVE THOUSAND
AND NO/100 DOLLARS ($5,000.00) nonrefundable Earnest Money, for a total of SIX
THOUSAND AND NO/100 DOLLARS ($6,000.00), which shall be applicable to the
purchase Price but nonrefundable.
4. SURVEY. Buyer will secure at Buyer's expense a boundary survey of the Property,
prepared by an engineer or land surveyor registered in the state of Iowa, selected by
Buyer. This boundary survey shows all easements, rights of way, encroachments and
matters of record, together with a certification as to the number of acres.
5. CONVEYANCE AND PERMITTED EXCEPTIONS. Upon payment by Buyer of all
amounts due at Closing for the Property and Buyer's performance of all other obligations
to be performed by Buyer at Closing, Seller shall convey title to the Property to Buyer by
general warranty deed subject to any permitted exceptions.
6. TITLE EVIDENCE AND ABSTRACT. Within thirty (30) days after execution of this
Contract for Purchase and Sale, Seller shall deliver to David D. Nelson, Whitfield &
Eddy, P.L.C., 699 Walnut Street Suite 2000, Des Moines, Iowa 50309, (515) 558-0150,
Email: Portwine@whitfieldlaw.com (the "Title Company") the original abstract of title
for the Property. The abstract will be updated for closing at Purchaser's expense. If the
original abstract of title cannot be located, Seller shall pay all costs of obtaining a new
abstract as required for closing. Notwithstanding anything in this Agreement to contrary,
the Inspection Period shall be extended day for day for the duration of the period
necessary, if any, to create a new abstract. Within thirty (30) days after receipt of the
Abstract, Buyer shall obtain a commitment (the "Commitment") for owner's policy of
title insurance from Tara Lawrence, Title Guaranty, 2015 Grand Avenue, Des Moines,
Iowa 50312, 515-725-4904, 800-432-7230, Fax: 515-725-4901, certified to a current
date, and at Closing, the title policy referred to in the commitment (the "Title Policy") in
the amount of the Purchase Price. If the commitment or survey shows any defects or
encumbrances or any covenant, restriction, easement or right-of-way of record or any
private road or utility line or facility which in Buyer's reasonable judgment will
materially interfere with Buyer's proposed development of the Property, then prior to
Closing, Buyer shall notify Seller of its objections to any such matter. Seller shall have a
reasonable time to cure the title defects to which Buyer has objected. If Seller fails to
cure the title defects, Buyer shall have the option of either (1) accept title subject to the
objections raised by Buyer and such accepted objections become Permitted Exceptions
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("Permitted Exceptions") without any adjustment in the Purchase Price, or (2) rescind
this Agreement, whereupon the earnest monies less $100 to Seller as independent
consideration for the right to terminate shall be immediately returned to Buyer by Escrow
Agent, or (3) work with Seller to satisfy unacceptable matters and postpone the closing
date for the same time period as it takes to satisfy these matters.
7. DEVELOPMENT OF TRACT AND CONDITIONS PRECEDENT. Buyer's obligation
to close is subject to the satisfaction, as of the Closing Date, of each of the conditions
described below (any of which may be waived in whole or in part in writing by Buyer at
or prior to the Closing Date). Unless specifically stated as Seller's obligation, the
satisfaction of all these conditions shall be at Buyer's sole expense. Buyer shall diligently
and in good faith pursue the satisfaction of these conditions and Seller shall promptly
cooperate whenever required by Buyer. In the event the conditions below have not been
satisfied to the Buyer's satisfaction, the Buyer shall have the right to terminate this
Agreement by so notifying Seller in writing. In such event, the Escrow Agent shall
return the refundable earnest money to Buyer.
A. Subdivision. In the event a subdivision plat is required pursuant to applicable law in
connection with the conveyance of the Property to Buyer and/or the development of the
Property, Buyer shall use diligent efforts to cause the Property to be properly subdivided
in compliance with applicable law prior to Closing. Without limitation, Seller shall sign
subdivision plats and other normal and customary documentation as may be required to
comply with applicable laws relating to the subdivision of the Entire Tract.
In the event that the Seller has property lying within 500 feet of the Property conveyed
hereunder is subdivided out of a larger tract still owned by the Seller the remaining
Seller's Property shall be subjected to a DECLARATION OF COVENANTS AND
RESTRICTIONS as described on Exhibit "B". Without limitation, Seller shall sign
DECLARATION OF COVENANTS AND RESTRICTIONS on or before Closing.
Buyer shall pay for subdivision costs.
B. Mutual Cooperation. Buyer and Seller agree to cooperate with one another in all
reasonable respects in connection with any approvals, zoning changes or variances, or
similar actions or consents which may be necessary or appropriate in connection with use
of the Property and to otherwise cooperate in all reasonable respects in connection with
the development of the Property. As of the Closing Date the Property shall be properly
zoned for commercial real estate with all necessary zoning variances, if any are required,
approved for Buyer's intended development. Buyer shall pay all costs incurred by either
party in connection with satisfying this condition.
C. No Moratoriums. There shall be no development or building moratorium in effect with
regard to the Property. In the event any such moratorium shall exist, then Buyer shall
have the option of either (1) closing the transaction in accordance with the terms of this
Agreement, (2) delaying closing until after the moratorium is lifted, or (3) terminating
this Agreement by notice to the Seller, in which event the earnest monies shall be
returned to Buyer.
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D. Ingress and Egress. There shall be suitable ingress and egress to the Property, including
all necessary turning movements and curb cuts for Buyer's proposed development. Buyer
and Seller agree that there shall be no shared access.
E. Sanitary Sewer and Water Facilities. Buyer shall have (1) determined that sanitary sewer
and water facilities adequate to serve the Property are available and (2) secured all
required governmental approvals for the installations and use of such sanitary sewer and
water facilities.
F. Governmental Approvals. Buyer shall have obtained all necessary governmental
approvals from the appropriate authorities for Buyer's proposed development, including
without limitation, building permits, site plan approval including parking, and storm
water retention. In addition, Buyer shall have received approval of its proposed tenant of
the site plan as satisfying all tenants' conditions pursuant to tenant's lease agreement with
Buyer. If Buyer's have requests pending before any government body for a permit,
license or other approval required to begin the construction Buyer anticipates on the
Property, Buyer may, by delivering written notice prior to expiration of this Agreement,
extend the closing for thirty (30) days past such time as all applicable government bodies
rule on the issuance of any requested permits, not to exceed one hundred twenty (120)
days in addition to all other extensions provided for herein.
G. Taxes/Liens. In the event there are unpaid taxes or liens relating to the Property for any
time prior to the execution of the contract, Buyer will give Seller written notice by
facsimile transmission or electronic mail of such unpaid taxes or liens effecting the
Property and request that Seller pay those taxes or liens. In the event Seller fails to pay
the taxes or liens within three (3) calendar days of Seller's receipt, Buyer may pay those
taxes or liens directly and Seller shall reimburse Buyer for such paid amounts on or
before Closing out of Seller's closing proceeds. The Parties agree that Seller will only be
liable for taxes or liens resulting from its use of the Property prior to Closing. For
purposes of this Section 7 (G), notice to Seller's agent shall constitute sufficient notice to
Seller.
7.1 PROPOSED USE. Buyer shall only use the Property for the construction of a
Dollar General Store. If construction in not commenced within two years of the date
of closing Seller may repurchase the property for the purchase price paid by Buyer.
If Seller does not elect to repurchase the property within 24 months from the date of
closing the Dollar General Store use restriction shall terminate and the property
may be used for any lawful purpose.
8. NON -NEGOTIATION. Seller hereby covenants and agrees that it shall not during the
Inspection Period or any extension thereof, nor prior to closing, lease the Property or
convey, demise, or otherwise encumber the Property except as specifically provided in
this Agreement.
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9. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and
warrants to Seller that:
A. Buyer is a Missouri Limited Liability Company, duly organized, validly existing, and in
good standing under the laws of the State of Missouri and duly authorized to transact
business in and in good standing under the laws of the state where the Property is located.
B. Buyer has full capacity, right, power and authority to execute, deliver and perform this
Agreement and all documents to be executed by Buyer pursuant hereto.
10. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller to the best of their
knowledge represents and warrants, and covenants with, Buyer as follows:
A. Seller has good and indefeasible fee simple title to the Property subject to matters of
record and affecting the Property and at Closing will have and will convey to Buyer by
warranty deed good and indefeasible fee simple title to the Property, free and clear of all
liens, defects, encumbrances, conditions, exceptions, restrictions or other matters
affecting title except Permitted Exceptions;
B. Seller has full capacity, right, power and authority to execute, deliver and perform this
Agreement and all documents to be executed by Seller pursuant hereto; provided,
however, that this Agreement shall not be binding upon Seller until approval by the
city council following a public hearing as prescribed by Iowa law;
C. Seller has not received any written notice of any current or pending litigation, tax appeals
or environmental investigations against Seller or the Property and, to Seller's knowledge,
there is no pending litigation, tax appeals or environmental investigations against Seller
or the Property;
D. Seller has not entered into any contracts, subcontracts or agreements affecting the
Property which will be binding upon Buyer after the Closing;
E. Seller has not received any written notice from (or delivered any notice to) any
governmental authority regarding any violation of any law applicable to the Property and,
to the best of Seller's knowledge, there are no such violations;
F. There are no occupancy rights, leases or tenancies affecting the Property;
G. No person or entity has any option, right of first refusal or other right to purchase the
Property or any part thereof or interest therein;
H. To Seller's knowledge, no pending or, to Seller's knowledge, threatened condemnation
proceedings affecting the Property and Seller has not received any written notice that
there is any pending or threatened condemnation of all or any part of the Property;
1. To Seller's knowledge, no hazardous substances have been generated, stored, released, or
disposed of on or about the Property in violation of any law, rule or regulation applicable
to a Property which regulates or controls matters relating to the environment or public
health or safety (collectively, "Environmental Laws"). Seller has not received any
written notice from (nor delivered any notice to) any federal, state, county, municipal or
other governmental department, agency or authority concerning any petroleum product or
other hazardous substance discharge or seepage relating to the Property. For purposes of
this Agreement, "hazardous substances" shall mean any substance or material that is
defined or deemed to be hazardous or toxic pursuant to any Environmental Laws; and
J. Seller has no knowledge of any hazardous or solid waste placed on the property that
would require remediation or disposal.
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Should Seller receive notice or actual knowledge of any materially inaccurate
information regarding any of the matters set forth in this Section 10 after the date of this
Agreement and prior to Closing, Seller will immediately notify Buyer of the same in
writing. If Seller is unwilling 01' unable to correct such inaccuracy on or before Closing
of the applicable Properly, Buyer may cancel this Agreement and any Earnest Money
shall be returned to Buyer. The representations and warranties of Seller shall survive the
Closing for a period of one (1) year. Any action based on a breach of any such
representations or warranties shall be commenced within such one (1) year period or
deemed waived.
11. NOTICES. All notices will be in writing and served by postage prepaid certified mail, by
next day delivery (such as Federal Express), by facsimile transmission, or by electronic
mail to the addresses shown below, until notification of a change of such addresses. All
such notices shall be deemed delivered on the date initiated.
For Buyer:
The Overland Group
194 Narrows Drive, Suite 1
Birmingham, AL 35242
Phone: 205-995-2990
Fax: 205-995-2989
For Seller:
CITY OF WATERLOO
715 Mulberry Street Waterloo, Iowa 50703
Phone: 319-291-4366 Fax: 319-291-4262
adrienne.miller@waterloo-ia.org
12. AGENCY DISCLOSURE.
With a Copy To:
The Overland Group
1598 Imperial Center, Ste. 2001
P.O. Box 885
West Plains, MO 65775
Real Estate Agent:
Matt Miehe CCIM,
Commercial Specialist
Sulentic-Fischels Commercial
Group
319-291-7005 - Direct
319-269-6222 - Mobile
THE BUYERS ARE LICENSED REAL ESTATE BROKERS IN THE STATES OF
MISSOURI AND ALABAMA.
There is no listing company.
The selling company Sulentic-Fischels Commercial Group is assisting the Buyer as a
transaction broker.
13. BROKER. Each party represents and warrants to the other that Sulentic-Fischels Commercial
Group is the only Broker in connection with the sale of the Property. Buyer agrees to pay
Sulentic-Fischels Commercial Group in this transaction, in cash, at closing, a FLAT RATE
FEE commission in the amount of $10,000.00 (TEN THOUSAND AND 00/100). Buyer and
Seller each warrant and represent to the other that no real estate broker or agent other than
Broker aforementioned have been used or consulted in connection with the negotiation or
execution of this Agreement and each covenants and agrees that it will defend, indemnify and
save the other harmless from and against any actions, real estate commissions, fees, costs and
/or expenses (including reasonable attorney's fees) resulting or arising from acts of the
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indemnifying party and resulting in commission, fees, costs and/or expenses being actually
found due to any real estate broker or agent by a court of competent jurisdiction in connection
with the purchase and sale, if at all, of the Property.
14. DISCLAIMER. Seller and Buyer acknowledge that they have not relied upon advice or
representations of Broker (or Broker's associated salespersons) relative to the legal or tax
consequences of this contract and the sale, purchase or ownership of the Property. Seller
and Buyer acknowledge that if such matters are of concern to them in the decision to sell
or purchase the Property, they have sought and obtained independent advice relative
thereto.
I5. DEFAULT. In the event Seller breaches its covenant to convey the Property to Buyer or
otherwise fails to perform its obligations under this Agreement which are to be performed
by Seller at or prior to Closing in accordance with its terms, Buyer shall be entitled to one
of the following as Buyer's sole remedy: (a) terminate this Agreement and receive a
prompt and complete return of the Earnest and any other monies heretofore paid by
Buyer to Seller or for Buyers out-of-pocket expense: OR (b) obtain specific performance
of this Agreement. If Buyer fails to perform as required under this Agreement, then
Seller shall receive the earnest monies as liquidated damages, it being agreed between
Buyer and Seller that such sump shall be liquidated damages for a default of Buyer
hereunder because of the difficulty, inconvenience, and the uncertainty of ascertaining
actual damages for such default.
16. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT (FIRPTA). In the Closing
of this transaction, Seller and Buyer shall comply with the FIRPTA and the regulations
promulgated thereunder by the IRS.
17. NON -BUSINESS DAYS. If any date herein set forth for the performance of any
obligations by Seller or Buyer or for the delivery of any instrument or Notice or for the
satisfaction of any condition precedent, or the expiration of any contingency period, as
herein provided should be on a Saturday, Sunday or legal holiday, the compliance with
such obligations or delivery or satisfaction of such condition or expiration of such
contingency period, shall be extended to the next business day following such Saturday,
Sunday or legal holiday. As used herein, the term "legal holiday" means any state or
federal holiday for which financial institutions or post offices are generally closed in the
State of Iowa for observance thereof.
18. CLOSING. In the event Buyer exercises its rights to purchase the Property, the
consummation of the purchase and sale, delivery of the deed of conveyance and payment
of the Purchase Price (the "Closing") shall take place at a legal office on a date and time
mutually agreed to by the parties hereto, but in no event later than sixty (60) days after
the end of the Inspection Period, or any extensions of Closing as outlined in Section 18.
All federal, state, county and municipal ad valorem real property taxes and assessments
with respect to the Property shall be prorated at closing. If the amount of such taxes and
assessments is not known as of closing, then the pro -ration of such taxes and assessments
shall be made upon the basis of the most recent ascertainable statements, and such pro -
rations shall be adjusted when such taxes and assessments are available.
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Seller agrees that it shall deliver sole and exclusive possession of the Property to Buyer at
Closing free and clear of all tenancies. Seller further agrees that Buyer shall have the
option to set a closing date upon sixty (60) days written notice. Seller shall be able to
remove any furniture, buildings, fixtures, or contents prior to closing. Any furniture,
buildings, fixtures, or contents remaining on the property after closing shall be owned by
the Buyer. In the event that Buyer sets a closing date in accordance with this section and
Seller fails or refuses to close on the closing date as set, Buyer may, (1) either waive the
default and proceed to close the transaction, or (2) terminate the contract and receive the
return of all Earnest Money in which case Buyer shall also be entitled to recover all of
Buyer's out of pocket expenses in due diligence and design of its project in an amount not
to exceed fifty thousand Dollars ($50,000). The remedies contained herein shall be in
addition and cumulative to those set forth in section 15 above.
Notwithstanding the foregoing, Buyer may extend the closing date for two (2) additional
periods of sixty (60) days each upon payment of $5,000 to the Escrow Agent at the time
each such extension is requested, which deposits shall be non-refundable (subject only to
Seller's ability to convey clear title), and shall be applied towards the Purchase Price at
closing.
Seller will pay the costs of Seller's counsel, preparation of the deed and any bill of sale,
pay all costs of obtaining a new abstract if original cannot be found„ and transfer taxes
for the conveyance.
Buyer will pay the cost of Buyer's counsel, the cost of the survey, all loan costs required
by Buyer's lender, updating original abstract, title policy, escrow fees, broker
commissions and recording fees for the deed and mortgage, and any applicable mortgage
tax.
19. GOVERNING LAW. This Agreement shall be construed, and the terms hereof shall be
enforceable, in accordance with the internal laws (as distinguished from the conflicts of
law provisions) of the state where the Property is located, and in the event any legal
proceedings are brought in connection with this Agreement, the parties agree that the
venue therefore shall be only state and federal courts located in the state where the
Property is located, and the courts to which an appeal therefrom may be taken.
20. EXPENSES OF ENFORCEMENT. In the event of litigation between the parties with
respect to the Property, this Agreement, the performance of their obligations hereunder or
the effect of a termination under this Agreement, the losing party shall pay all costs and
expenses incurred by the prevailing party in connection with such litigation, including
reasonable attorneys' fees.
21. SEVERABILITY. In case any of the provisions of this Agreement shall for any reason
be held invalid, illegal, or unenforceable in any respect, the remaining provisions shall
remain in effect and the Agreement be performed in a fair and equitable manner as to any
uncertainties arising from the unenforceable provisions.
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22. COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together shall constitute one
and the same instrument. Signatures may be faxed or e-mailed.
23. AMENDMENTS. Neither this Agreement nor any provisions hereof may be waived,
modified, amended, discharged or terminated except by an instrument in writing signed
by the party against which the enforcement of such waiver, modification, amendment,
discharge or termination is sought, and then only to the extent set forth in such
instrument.
24. DESTRUCTION OR DAMAGE. Risk of loss by damage or destruction to the Property
prior to the Closing shall be borne by Seller. The parties acknowledge that if there are
improvements on the Property, and in the event of any damage or casualty to any such
improvements on the Property, by fire or other casualty, this Agreement shall continue
unaffected, and Buyer shall have no right to any insurance proceeds of Seller with respect
to said damage.
25. CROPS/FARMING. In the event that the Property is farmed for crops, Seller shall have
the right to plant crops on the property, maintain and harvest the crop while Property is
under contract. If Buyer closes on the Property and desires to commence construction
prior to harvesting the crops, Buyer shall pay Seller the sum of $2000.00 as compensation
for the crop loss. Buyer may also request that Sellers forego planting any crops by
written request to Seller, with Buyer paying Seller $1,000.00 as compensation for the
anticipated loss of profit. Any amounts paid pursuant to this paragraph shall be in
addition to the purchase price stated in paragraph 1.
26. EXPIRATION. If this Agreement is not executed by Seller and Buyer on or before 5:00
P.M., CST/CDT time Oct. 23rd. 2017, this Agreement shall be null and void and shall
have no force and effect and neither Seller nor Buyer shall have any further obligations
hereunder. The effective date of this Agreement shall be the date upon which the later of
Seller or Buyer executes this Agreement.
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27. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
Buyer and Seller regarding the Property, and supersedes all prior discussion, negotiations
and agreements between Buyer and Seller, whether oral or written. Neither Buyer,
Seller, nor Broker, nor any sales agent shall be bound by any understanding, agreement,
promise, or representation concerning the Property, expressed or implied, not specified
herein. If any clause or provision of this Agreement, or the application thereof to any
entity or circumstance, is or becomes illegal, invalid or unenforceable to any extent
because of present or future laws or rules or regulation of any governmental body or
entity, the intention of the parties hereto is that the remaining parts of this Agreement
shall not be affected thereby and that the same shall otherwise remain enforceable to the
fullest extent permitted by law. This Agreement shall be construed under Iowa law, and
the parties agree that any action to enforce this Agreement shall not be affected thereby
and that the same shall otherwise remain enforceable to the fullest extent permitted by
law.
Seller(s)
CITY OF WATERLOO
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By:
As Its:
Date:
I "1
Buyer:
THE OVERLAND GROUP, LLC
By: Sid Aultman
As Its: Member
Date:
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EXHIBIT "B"
Prepared by and when recorded
return to:
DECLARATION OF COVENANTS AND RESTRICTIONS
Date: , 2017
Owner: CITY OF WATERLOO
When recorded return to: 1598 Imperial Center, Suite 2001, West Plains, MO 65775
Tract: Shall be described once there is a survey and legal description
The Owner hereby declares that the Tract shall be held, sold, and conveyed subject to the
following restrictions for the purpose of, among other things, insuring the quiet enjoyment of the
Tract for the purpose that it is being developed and improved.
1. Benefited Parties/Binding Effect. The rights and obligations established in this
Declaration of Restrictions (this "Declaration") shall run with the land and be for the benefit of
the Tract and any portion of the Tract and shall run with the land and be binding upon the Tract
and any use of the Tract.
2. Business Restrictions on Tract. Owner hereby further declares that the Tract
shall not be used for or used to access any business operated as the following: Family Dollar
Store, Bill's Dollar Store, Fred's, Dollar Tree, Ninety -Nine Cents Only, Deals, Big Lots,
Walgreens, CVS, Rite Aid, Wal-Mart, Wal-Mart Supercenter, Wal-Mart Neighborhood Market or
any Wal-Mart retail concept, as well as any establishment selling or exhibiting paraphernalia for
use with illicit drugs, any establishment selling or exhibiting materials or devices which are
adjudicated to be pornographic by a court of competent jurisdiction, and any adult bookstore,
adult video store or adult movie theater or a funeral parlor.
3. Enforcement. Owner acknowledges that monetary damages would be an
inadequate remedy for breach of this Declaration, and that any violation of this Declaration will
result in immeasurable and irreparable harm to the other party, warranting an injunction.
4. Duration. The provisions of this Declaration shall run with and bind the land
described herein and shall be and remain in effect perpetually to the extent permitted by law.
Buyer's Initials
65(
Seller's Initials
V5.3.3.0