HomeMy WebLinkAboutPetcor N.A. Corporation - R.E. Purchase Agmnt - 11/4/2019REAL ESTATE PURCHASE AGREEMENT
(NONRESIDENTIAL)
TO: Petcor N. A. Corp. ("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 tax parcel no. 8912-20-401-
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. PURCHASE PRICE. The Purchase Price, determined per appraisal, shall be $13,386.14.
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, at a date and time mutually agreeable to the parties.
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:
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.
With -in 15 days--a1fieF-41 -ae tallee•-Of tliis Ag eeniet , Buyer- r ry, at it&-se1e expense, have
tl -property- speeted-1 tt-person-or--pefsens--elLits-elwie--to- there -are -any
a1-or-ether- e ieien es. Seller sht ll-ecaope .tte-i•r--provi ing- eE 3ahla leoesr--tea
ttycr's 1r ters-W-rt.hin this ;anise fi e iocl;-t-he-Buyer may +roti-1 --t.1re fired , s ;ti tg-of-aery
defieleftey, Theeller -his{i--innnediatelyv-r tif'y-t1e-i3nyer in writing -of -what f=-what steps -if ai he
Seller -will -take to c onvet any defieier ies-before--closing The -Buyer shall-tlren-immeditttely-in
writing notify the that (1) ^ ? ,.,t ,., , t aeeept-ahlc, in —which -ease this-A-g-Feerneat 3s.se
moth- iec -shall be binding 111)01 parties; or (2) that-ticteh-stern crr-rtc:ft oeL l3rolile in � l ch
cake his 7 g gent void, nd any curliest money shall be returned-to-B-timer
8. ABSTRACT AND TITLE. Seller shall provide to Buyer the abstract of title to the
Property, which Buyer shall, at its expense, have continued through a date that is within 30 days
of the closing. 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- ay -at -Buyer's -exile e I1uve t1 e-F }Se4y--rFtspeeteEffut=ther--1 the eNisten e
terials, substan es; --tit vastesu----SelleF--sha l- eoeperate ill-p 1i-ng
reasenal e a =es; tip I tyet-'-s-iaspeeits-ate-engineer—ItIkanydc us-n aterials, substaneesx car
wastes-are-discavervel-on-the Rr perty,.. uyees obligltion- ereunder :sh l be eo tin eat-upen
t e.-rt n >val-of-rucl a-te rl ub taftees-- eons -itiot ar was tes--o-r-t thef- re; of{4Eion-€*f-t-he
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�11€ttte-ret+stdsly sal-isfa 4oty-Ea--B lyer. l4ec veF-i l-t e-evet3.t Se et=is rent f to -expend
y--stF}il :lil�,i"-'..�i, "t-�•+-i�a��.�c�-�'��rliA3T�j� L23y 13C1'�-iiiEEE3f�.S t3ic}CCl'lii;�r�-411�)�itr}.i1s,-E:f}Hf�kt9l}�1�}-Hp
,. -cs.
wastes, Seller !that'll -Ewe the -option to cancel this Ti t and-- trtd-te4 uuycr a:ll-e€tF€iesl-
meney paid -and deel+n'e-il-Agr-eetxent.no-11 and rid. The expense -of any aetion-aeeessa:r-y
to fem ve--t F-ett-herw-ise-roll safe? -any+ h zardensat€ater+al- tthstanees;-eondit-ions- f-w€t to
shall--be-paid-ley-Selle ubjec,t to-Sel-leF-s-ri f lit-to-eane-el--this kvansnrtioa t35-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. 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. 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: Petcor N. A. Corp.
104 Black Hawk Street
P.O. Box A
Reinbeck, IA 50669
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 tiveness of Agreement. Notwithstanding any signatures
below by representatives of Buyer, this Agreement is expressly subject to approval by the
city council of Buyer.
B. No later than closing, Seller shall remove all debris, trash, and hazardous materials and/or
substances from the Property on or above the ground surface, including but not limited to
barrels, cans, or bottles of any kind.
C. Buyer shall reimburse Seller for up to $450.00 of Seller's documented attorney fees and
legal expenses that are directly related to this transaction. Buyer shall also be responsible;
for all abstracting expense, filing fees and any and all other expense reasonably necessary
to close this transaction between these parties.
D. Indemnity, Hold Harmless and Release. Buyer shall defend and indemnify and hold
harmless Seller and its directors, officers, employees and stockholders from and against
all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses,
settlements, judgments, costs and expenses (including without limitation reasonable
attorney's fees and costs) which arise out of, or relate to or result from any claim against
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Seller and/or Buyer by a third party relating to or arising out of Buyer's prior sale of the
Property to Seller's predecessor -in -interest or any use of the Property by Seller or its
predecessor -in -interest that has violated the Property's designation as a wetland, if such
violation occurred in ignorance of the Property's status as a wetland. Buyer specifically
releases Seller from any and all responsibility to any and all government organizations
and agencies governing the Property as a designated wetland from any permitting that
was required and/or the responsibility of Buyer to maintain the Property as a designated
wetland.
E. Fence. Buyer shall construct a fence along the south boundary of the Property to separate
it from other property owned by Seller. The construction of said fence shall be at
Buyer's sole expense and shall be completed on or before June 30, 2020.
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
BUYER
City of Waterloo, Iowa
Attest:
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Accepted by Seller
SELLER
Petcor N. A. Corp.
(C
B ,®/ )
Title: president