HomeMy WebLinkAboutBowlers Group II, LLC - R.E. Purchase Agmnt - 7/22/19REAL ESTATE PURCHASE AGREEMENT
(NONRESIDENTIAL)
TO: The Bowlers Group II, L.L.C. ("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 assessor parcel nos. 8913-36-
253-005 and 8913-36-253-007, legally described as per the abstract of title; 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, determined per
appraisal, shall be $275,911.92, of which $0 is on deposit as earnest money. The entire Purchase
Price shall be due and payable in full at closing.
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 60 days after
approval of this Agreement by the Waterloo City Council, subject to prior satisfaction or waiver
of any conditions stated in this Agreement.
3. REAL ESTA'1E 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 '111LE. 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 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 10 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
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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 $2,000 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. Reserved.
13. JOINDER BY SELLER'S SPOUSE. Reserved.
14. STA l'EMENT 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. Reserved.
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.
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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: The Bowlers Group II, L.L.C.
2608 University Avenue
Waterloo, IA 50701
Attn: Managing Member
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 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. No later than closing, the parties shall execute an easement for the benefit of adjacent
properties at 650 and 700 La Porte Road, for access to dumpsters at rear of building.
D. No later than closing, the parties shall execute an agreement granting to Seller a 10 -year
right of first refusal to purchase the Property in the event that Buyer receives a bona fide
purchase offer from a third party for development of the Property as an entertainment
venue available to the public. In addition, Seller's deed to Buyer may include a
restriction against use of the Property for bowling, laser tag, arcade games, or virtual
reality games.
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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 , 2019 this Agreement shall be null and void.
Dated (c / Accepted by Seller iY 'c2E.5 iDE►J i
El Gr', c P1Z
LLC_
BUYER
City of Waterloo, Iowa
By: (. z .
Mayor
Attest:
4�.
5
SELLER
tic
AREA ASSOCIATION OF REALTORS
COUNTER OFFER NUMBER (#):
1
AN ADDENDUM to the Purchase/Sale Contract dated: 6/19/19
In response to the offer to purchase the real property commonly known as: PARCELS 8913-36-253-005 AND
PARCELS 8913-36-253-007
Made by CITY OF WATERLOO, IA
the following Counter Offer is hereby submitted by: ❑ Buyer ❑x Seller
1. ITEM 21. SELLERS ARE REPRESENTED BY REAL ESTATE BROKERAGE, FUSION REALTORS
OTHER TERMS: All other terms and conditions of the initial offer and any Counter Offers to buy shall remain the same.
EXPIRATION: This Counter Offer shall expire by (date) , (time) ❑ a.m./ ❑ p.m.
beA57 (4/9 /t
.pirSell BuyerBac.)c 4eccfj_tDate ❑ Seller ❑ Buyer Date
El ACCEPTANCE OF COUNTER OFFER
The undersigned accepts the above Counter Offer on (date) , (time) ❑ a.m. 0 p.m.
❑ COUNTER OFFER NOT ACCEPTED
The undersigned rejects the above Counter Offer (date) (time) 0 a.m. 0 p.m.
❑ ADDITIONAL COUNTER OFFER
The undersigned accept the above Counter Offer with EXCEPTIONS noted in the attached Counter Offer #
(date) (time) ❑ a.m. ❑ p.m.
❑ Seller ❑ Buyer Date ❑ Seller ❑ Buyer
Form 019 —Counter Offer C@Copyright Cedar Rapids Area Association of REALTORS 2019 Revised 3/29/2018
Satish: 052021-700155.0959560
Prepared by:Katherine Eghme I Fusion REALTORS?? I NewHomeByKathy@yahoo.com I
Date
"Form
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