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HomeMy WebLinkAboutWillard R. Frost Trust-11/23/20151123 -is - REAL ESTATE PURCHASE AGREEMENT TO: Willard R. Frost Trust ("Seller") FROM: City of Waterloo, Iowa ("Buyer") Buyer hereby offers to buy, and the Seller by its acceptance agrees to sell, approximately 72.16 acres of real property situated in Waterloo, Black Hawk County, Iowa, identified on Exhibit "A" attached hereto and 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: I. EARNEST MONEY AND PURCHASE PRICE. The Purchase Price shall be determined hereafter by amendment to this Agreement, but shall be a maximum of $20,000.00 per acre, or if less, the Purchase Price shall be an amount per acre equal to twice the per -acre price of replacement land that Seller may purchase, or for which Seller may enter into a contract of purchase. If Seller has not purchased or entered into a contract of purchase for replacement land within one hundred eighty (180) days after the acceptance date of this Agreement, Buyer may terminate this Agreement at any time upon thirty (30) days' advance written notice to Seller. Of the Purchase Price, $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. If this Agreement is not accepted by Seller or if it is rescinded by Buyer for failure of title, Seller's failure to obtain replacement land, or any other reason provided for in this Agreement, then the earnest money held in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 eighty (180) days after approval of this Agreement by the Waterloo City Council, subject to satisfaction of any conditions stated in this Agreement. 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. Within 30 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 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, 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. 2 13. 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 expend any sum in excess of $1,000 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. 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. 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. The parties acknowledge that Seller may desire to structure a 1031 tax-deferred exchange in connection with the proposed transaction. Buyer agrees to cooperate, at no cost to Buyer, with any reasonable request from Seller, and to execute any reasonable documentation requested by the exchange agent, to facilitate an exchange. 3 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. 13. 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. Seller: Willard R. Frost Trust 3280 Newell Street Waterloo, IA 50703 Attn: Willard Frost 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. 4 22. ADDITIONAL PROVISIONS. A. The parties acknowledge that Buyer is acquiring the Property for community development purposes. Buyer's rights and duties under this Agreement are assignable to any person or entity that will further the 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. All tenancies, if any, shall be terminated before closing, and all tenants and tenant possessions removed from the premises before 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 Novembers`(, 2015, this Agreement shall be null and void. Dated Atlia203AC BUYER City of Waterloo, Iowa By: Accepted by Seller // /S.-- SELLER � SELLER Willard R. Frost Trust By: Z.J.d/eao,ddo c,..�l /?;/ c Ernest G. Clark, Mayor Willard R. Frost, Trustee Attest: Kelley Fele e eputy Clerk 5 EXHIBIT "A" Legal Description Parcel 8912-21-301-002 NW SW SEC 21 T 89 R 12 EXC THAT PART DESC AS FOL: COM AT THE NW COR OF THE SW 1/4 OF SAID SEC 21 TH N 89 DEG 49 MIN 28 SEC E ON THE N LINE OF THE NW SW OF SAID SEC 21 A DIST OF 329.90 FT TO PT OF BEG OF THE PARCEL HEREIN DESC: TH CONT N 89 DEG 49 MIN 28 SEC E ON THE N LINE OF THE NW SW OF SAID SEC 21 A DIST OF 989.83 FT TO THE NE COR OF THE NW SW OF SAID SEC 21 TH SE ON THE E LINE OF THE NW SW OF SAID SEC 21 A DIST OF 263.05 FT TH NWLY ON A 2406.83 FT RADIUS CURVE CONCAVE NELY AND HAVING A 929.47 FT LONG CHORD BEARING N 76 DEG 25 MIN 35 SEC W A DIST OF 935.34 FT (ARC LENGTH) TH N 65 DEG 17 MIN 37 SEC W A DIST OF 100.10 FT TO THE PT OF BEG. Parcel 8912-21-351-002 SW SW SEC 21 T 89 R 12 EXC THAT PART DESC AS FOL: COM AT SW COR OF SAD SW 1/4 PT BEING A FOUND P -K NAIL TH E ALONG S LINE OF SW 1/4 A DIST OF 325.01 FT TO THE PT OF BEG BEING A SET MAG NAIL TH N A DIST OF 345.6 FT TO A SET 1/2" REBAR LICENSE #6505 TH E A DIST OF 418.04 FT TO A SET 1/2" REBAR LICENSE #6505 TH S A DIST OF 345.6 FT TO THE S LINE OF SAID SW 1/4 PT BEING A SET MAG NAIL TH W ALONG SAID S LINE A DIST OF 418.04 FT TO THE PT OF BEG ALSO KNOWN AS PARCEL A OF PLAT OF SURVEY 335 MISC 449. **Official descriptions to be determined by abstract of title.