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HomeMy WebLinkAboutHoofnagle and Hedges - Aquisition Contract - Cedar River Neighborhood Project - 4.24.2006 TOTAL ACQUISITION CONTRACT Parcel Nos. R91.3-2�-�A�-nia PROJECT CPdnr RIVar NPinhhnrhnncl Prniarf THIS TOTAL ACQUISITION CONTRACT(the "Contract")is made and entered into this day of April, 2006,by and between ("Seller"), and City of Waterloo, Iowa, ("Buyer"). A. 1. Seller agrees to sell to Buyer, and Buyer agrees to buy, the following real estate (the "Property"), situated in: See nffnrhpd legal dacrri finnc , City of Waterloo, State of Iowa, which includes the buildings, improvements and other fixtures thereon. The Property also includes all estates, rights, title and interests, including all easements, and all advertising devices and the right to erect such devices as are located thereon. 2. Possession of the Property is the essence of this Contract,and Buyer may enter and assume full use and enjoyment of the premises per the terms of this Contract. Seller grants Buyer the immediate right to enter the Property for the purpose of gathering survey and soil data. Seller may surrender possession of the Property or any part thereof prior to the time at which it has hereinafter agreed to do so, and agrees to give Buyer ten (10) days notice of Seller's intention to do so by calling Buyer at (319) 291-4366. 3. The purchase price shall be$_$54,000.00, of which$100.00 is on deposit with the law office of Clark, Butler, Walsh & Hamann, to be held in trust, and the balance of the purchase price shall be due and payable in full at closing, to be delivered to the Seller upon performance of Seller's obligations and satisfaction of Buyer's contingencies, if any. If this Contract is not accepted by Seller or if it is rescinded by Buyer for failure of title or any other reason provided.for in this Contract, then the earnest money shall be returned to Buyer. Any other release of earnest money shall require the written consent of both parties. In addition to the purchase price, 4. Possession of the Property shall be delivered to Buyer at closing, which shall occur on or before _July 31, 2006; as the parties may hereafter agree, but in any event after the approval of title by Buyer and satisfaction or waiver of contingencies, if any. No later than the closing date, Seller shall remove from the Property all of its personal property, trash, and debris of any type that is not a structure or a fixture. Within said time Seller shall also remove all 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. Costs incurred by Buyer to remove any items left behind by Seller shall be set off against moving costs and/or other expenses that Buyer agrees to reimburse to Seller under this Contract. The items to be removed by the Seller shall be agreed upon by both parties at a inspection of the premises to occur within the timeline of this contract. 5. Seller warrants that there are no tenants on the Property holding under a lease except: Nnne S. This Contract shall apply to and bind the legal successors in interest of the Seller, and Seller agrees to pay all encumbrances, claims, liens and assessments against the Property, including all taxes and special assessments payable until surrender of possession as required by Section 427.2 of the Code of Iowa, and agrees to warrant merchantable title. Names and addresses of lienholders are: I-) Black Hawk CmintV Inwn9 Unknown until completion of n ctme-f rnnfirnuntion S. Buyer may include mortgagees, lienholders, encumbrances and taxing authorities as payees on warrants as contract payment. Seller will furnish and deliver to Buyer an abstract of title continued by Black Hawk County Abstract Company to a date within thirty (30) days before the closing date, showing merchantable title to the Property in Seller in conformity with this Contract, Iowa law, and title standards of the Iowa State Bar Association. Seller agrees to pay the cost of abstract continuation, or creation, as necessary. Seller agrees to obtain court approval of this Contract, if requested by the Buyer, if title to the Property becomes an asset of any estate, trust, conservatorship or guardianship. Seller agrees to pay court approval costs and all other costs necessary to transfer the Property to the Buyer. Seller shall convey the Property to Buyer by warranty deed, free and clear of all liens, restrictions, and encumbrances except as provided in this Contract. 7. Moving and relocation expenses of Seller shall be paid by Buyer, as set forth in this paragraph. Seller will provide to the Buyer a minimum of two estimates from professional moving companies. In addition, Buyer will reimburse Seller for its actual miscellaneous, reasonable closing costs and expenses based on invoices supplied by Seller to Buyer. Any and all costs incurred by Seller in connection with cleaning up the Property to ready it for closing are not considered moving or relocation expenses. 1 8.' if the Seller holds title to the Property in joint tenancy with full rights of survivorship and not as tenants in common at ` the time of this Contract, Buyer will pay any remaining proceeds to the survivor of that joint tenancy and will accept title solely from that survivor, provided the joint tenancy has not been destroyed by operation of law or acts of the Seller. 9. Seller agrees to keep general liability insurance, payable to all parties as their interests may appear, from the date of this Contract until delivery of the deed and possession. Buyer shall notify all insurance companies of this Contract. In case of loss or destruction of part or all of the Property from causes covered by the insurance, Seller agrees to accept the lump sum payment and to endorse the proceeds of any such insurance recovery to the Buyer. Seller hereby assigns the proceeds of any such insurance recovery to the Buyer, and Seller hereby assigns to Buyer any and all of Seller's rights under such insurance contract. 10. The Seller has agreed to sell the Property to the Buyer. Seller acknowledges if it fails to complete its duties of performance under this Contract, Buyer may exercise its power of eminent domain to acquire the Property, provided that the Property is deemed essential by the City Council to keep the Cedar River Neighborhood project moving forward, or Buyer may exercise other remedies available under applicable law. Buyer agrees to cooperate with Seller, at Seller's request and at no additional cost to Buyer, to have this transaction qualify as an involuntary conversion pursuant to§1033 of the Internal Revenue Code. 11. This Contract shall become effective only upon the occurrence of each of the following two events: acceptance and approval of the Contract by the City Council of the City of Waterloo; and the Seller agrees, no later 2006, to disclose to Buyer all contamination of the Property by the hazardous wastes and/or substances of which Seller has knowledge. 12. Buyer shall pay the purchase price to Seller as follows: (a) At closing, Buyer shall pay Seller the balance of the purchase price. 13. This Contract, together with the exhibits and attachments attached hereto, constitutes the entire agreement between Buyer and Seller, and there is no agreement to do or not to do any act or deed except as specifically provided herein. This Contract may be modified only in a writing signed by both parties. Time is of the essence of this Contract. WHEREFORE, the parties have entered into this Total Acquisition Contract as of the date first set forth above. �- 4g4 _ G1 --ZS93 Lyle)p H ofnagle Social Security Number Diana K. Hedges Social Security Number SELLER'S ACKNOWLEDGMENT: STATE OF IOWA: SS: On this day of before me, the undersigned, personally appeared_l yle n Hnnfnngla and ilianrr K HPrirnac hi mhand and wifo known to me to be the identical persons named in and who executed the foregoing instrument and acknowledged that they executed the same as their voluntary act and deed. Notary Public APPROVAL ECOMMENDE Y: City Planne te) APPROVED BY: / ATTES (Mayor) ( ity Clerk/Auditor) DATE APPROVED: 2 BUYER'S ACKNOWLEDGMENT: STATE OF IOWA, BLACK HAWWCOUNTY, SS: (, On this day of k before me, the undersigned, a Notary Public in and for said County, in said State, personally appeared Timothy J. Hurley and Nancy Eckert to me personally known,who, before by me duly sworn, did say that they are the MAYOR and CITY CLERK/AUDITOR, respectively, of said City executing the within and foregoing instrument to which this is attached, that the seal affixed thereto is the seal of said City; that said instrument was signed and sealed on behalf of said City by authority of it's City Council; and that the said MAYOR and CITY CLERK/AUDITOR, acknowledged the execution of said instrume to e the voluntary act nd deed of said City, by it and by them voluntarily executed. Tota(y Public 3 � la i ! i 1 LEf�a:'�L �QlI�IGINAL PLAT WA.f RLOO EAST LOT —0, BLKJ'18 i 1 I tI� i J i i i i , I i !