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HomeMy WebLinkAboutThe Rose of Waterloo, LP - Real Estate Purchase Agreement - 11/14/2005 REAL ESTATE PURCHASE AGREEMENT (NONRESIDENTIAL) TO: City of Waterloo, Iowa("Seller") FROM: The Rose of Waterloo, L.P. ("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, consisting of bare lots legally described as per the abstract of title and designated as assessor parcel nos. 8913-23-426-001 to -003, and 8913- 23-426-005 to -016, inclusive, and comprised generally of Lots 1, 2, 3, and 8 of Uriah DuBois Addition, Lot 49 of Morris Case Addition, and a part of Lot 48 of Morris Case Addition, all in Waterloo, Black Hawk County, Iowa, less any portions thereof reserved by Seller for necessary right-of-way, 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 shall be $1.00, 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 If this Agreement is not accepted by Seller or if it is rescinded by Buyer for failure of title or any other reason provided for in this Agreement, then the earnest money shall be returned to Buyer. Any other release of earnest money shall require the written consent of both parties. 2. POSSESSION AND CLOSING. If Buyer timely performs all obligations, possession of the Property shall be delivered to Buyer at closing. Closing shall occur on or before December 11 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. 3. REAL ESTATE TAXES. Seller shall pay taxes prorated to the closing date and any unpaid real estate taxes payable in prior years. Buyer shall pay all subsequent real estate taxes. Unless otherwise provided in this Agreement, at closing Seller shall pay Buyer, or Buyer shall be given a credit for, taxes from the first day of July prior to possession to the date of possession based upon the last known actual net real estate taxes payable according to public records. However, if such taxes are based upon a partial assessment of the present property improvements or a changed tax classification as of the date of possession, such proration shall be based on the current levy rate, assessed value, legislative tax rollbacks and real estate tax exemptions that will actually be applicable as shown by the assessor's records on the closing date. 4. SPECIAL ASSESSMENTS. A. Seller shall pay at time of closing all installments of special assessments which are a lien on the Property as of closing, and all prior installments thereof. B. All charges for solid waste removal, sewage and maintenance that are attributable to Seller's possession, including those for which assessments arise after closing, shall be paid by Seller. C. Any preliminary or deficiency assessment which cannot be discharged by payment shall be paid by Seller through an escrow account with sufficient funds to pay such liens when payable,with any unused funds returned to Seller. D. Buyer shall pay all other special assessments or installments not payable by Seller. 5. RISK OF LOSS AND INSURANCE. Seller shall bear the risk of loss or damage to the Property prior to closing. Seller agrees to maintain existing insurance, and Buyer may purchase additional insurance. 6. FIXTURES. N/A. 7. CONDITION OF PROPERTY. The Property as of the date of this Agreement will be preserved by the Seller in its present condition until possession, 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 or its suitability for any particular purpose. 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 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 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 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. Unless stricken, the abstract shall be obtained from the Black Hawk County Abstract Company. 9. SURVEY. If a survey is required under Iowa Code Chapter 354, or city or county ordinances, Seller shall pay the costs thereof. Buyer may, at Buyer's expense prior to closing, have the Property surveyed and certified by a registered land surveyor. 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. 2 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. Seller shall also provide Buyer with a properly executed groundwater hazard statement showing no wells, solid waste disposal sites, hazardous wastes and underground storage tanks on the Property unless disclosed here: B. Buyer may at Buyer's expense, within 45 days after the date of acceptance of this Agreement, obtain a report from a qualified engineer or other person qualified to analyze the existence or nature of any hazardous materials, substances, conditions or wastes located on the Property. Seller shall cooperate in providing reasonable access to Buyer's inspectors and engineers. In the event any hazardous materials, substances, conditions 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$500 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 inspection shall be paid by Buyer. 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 special warranty deed, free and clear of all liens, restrictions, and encumbrances arising by or through Seller, 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. 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. B. If Seller fails to timely perform this Agreement, Buyer has the right to 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. 3 13.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. 14. 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 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. 15. NO REAL ESTATE AGENT OR BROKER. Neither party has used the service of a real estate agent or broker in connection with this transaction. 16. ADDITIONAL PROVISIONS. A. Notwithstanding any signatures below by representatives of Seller, this Agreement is expressly subject to approval by the city council of Seller. B. At the closing of the sale and purchase contemplated by this Agreement, and contingent thereon, Buyer shall convey to Seller by warranty deed the real property in Waterloo, Iowa, designated as assessor's parcel no. 8912-30-329-019, and legally described as per the abstract of title, free and clear of all liens, claims, and encumbrances. Said conveyance is intended as a gift. With respect to said conveyance,the provisions of sections 3 through 10, inclusive, of this Agreement shall be binding upon the parties, with "The Rose of Waterloo, L.P."being substituted for"Seller" and "City of Waterloo, Iowa" being substituted for"Buyer" in each of said sections. Seller's duty to convey the Property pursuant to this Agreement is contingent upon Buyer's satisfaction of its duties described in this paragraph as transferor of the property to be gifted pursuant to this paragraph. C. Buyer's duties under this Agreement are contingent upon (1) an award of tax credits by the Iowa Finance Authority with respect to the housing facility that Buyer intends to construct on the Property, and(2) execution of a development agreement for the Property with terms suitable to Buyer and Seller. 17. 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. 18. ACCEPTANCE. When accepted by Seller, this Agreement shall become a binding contract. 4 BUYER SELLER TheRose Waterl L.P. City of Waterloo, Iowa Recom ended for ap roval By: Richard Helgeso or vergreen By: Real Estate Dev 1 ment onald J. m yer, ComnYunity Corporation, its Co-General Partner Planningdud-Development Director Accepted after council approval By: �- Timothy J. H e , Mayor By: lrj+e,+ Nancy Nkert, i Clerk 5