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HomeMy WebLinkAboutAtlas Warehouse L.C. - Real Estate Conveyance Agreement - 12/19/2005 REAL ESTATE CONVEYANCE AGREEMENT (NONRESIDENTIAL) This Real Estate Conveyance Agreement(the "Agreement") is entered into by and between Atlas Warehouse L.C. ("Atlas") and City of Waterloo, Iowa("City") Atlas hereby agrees to convey, and City agrees to accept conveyance of, the real property situated in Waterloo, Black Hawk County, Iowa, locally known as 550 Esther Street, and surrounding properties, comprised of parcels 8913-13-176-002, 8913-13-176-006, 8913-13-176- 007, 8913-13-176-008, 8913-13-176-009, 8913-13-131-011, and 8913-13-131-012 and legally described as: See Exhibit"A" attached hereto and by this reference incorporated herein 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. DONATION OF PROPERTY. Atlas shall donate the Property to City and agrees that it shall receive no remuneration from City for the Property. 2. POSSESSION AND CLOSING. Closing shall occur on or before December 31, 2005, as the parties may hereafter agree, but in any event after the approval of title by City and after satisfaction of all contingencies. 2.1 OBJECTIVES OF TRANSACTION. The parties acknowledge that the Property is a possible brownfields site. City seeks by this transaction to eliminate blight, to prevent further deterioration of the Property, and to mitigate a dangerous and attractive nuisance. City also aims to convert the Property to a public use or an economically productive use by marshalling government funding and resources to address environmental contamination, by structuring a transaction with a developer that will make beneficial use of the property for the betterment of the community and possible enhancement of the city's tax base. 3. REAL ESTATE TAXES. Atlas shall pay all real estate taxes payable on or before December 31, 2005, and any unpaid real estate taxes payable in prior years. City shall pay all subsequent real estate taxes. 4. SPECIAL ASSESSMENTS. A. Atlas shall pay on or before the time of closing all installments of special assessments which are a lien on the Property as of closing, and all prior installments thereof. B. City shall pay all other special assessments or installments not payable by Atlas. 5. RISK OF LOSS AND INSURANCE. Atlas shall bear the risk of loss or damage to the Property prior to closing. Atlas agrees to maintain existing insurance, and City may purchase additional insurance. In the event of substantial damage or destruction prior to closing, the City 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. The Property shall be deemed substantially damaged or destroyed if it cannot be repaired to its present condition on or before the closing date. 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, excluding three electric heaters, one bridge crane, and one light pole. 7. CONDITION OF PROPERTY. The Property as of the date of this Agreement, including buildings, grounds, and all improvements, will be preserved by the Atlas in its present condition until possession, ordinary wear and tear excepted. Atlas sells the Property "AS IS" and makes no warranties, expressed or implied, as to the condition of the Property. 8. ABSTRACT AND TITLE. Concurrently with execution of this Agreement, Atlas shall deliver to City an abstract of title to the Property. City shall bear the cost to update the abstract. It shall show marketable title in Atlas in conformity with this Agreement, Iowa law, and title standards of the Iowa State Bar Association. Atlas shall make every reasonable effort to promptly provide merchantable title. If closing is delayed due to either party's inability to perform covenants, this Agreement shall continue in force and effect until December 31, 2005. The abstract shall become the property of City upon conveyance of title by Atlas. 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, City shall pay the costs thereof. City may, at City'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. 10. ENVIRONMENTAL MATTERS. A. Atlas believes, based on Phase II environmental study information provided to it by its predecessor in title, that the Property is not contaminated by hazardous wastes and/or substances. Therefore Atlas accepts no liability or responsibility for cleanup of the Property as of the date of conveyance. City believes, based on site assessments and testing performed by its environmental consultant, that the Property is contaminated by hazardous wastes and/or substances. By its acceptance of the Property, City assumes no liability or responsibility for cleanup, remediation, or other actions necessary or advisable with respect to any hazardous wastes and/or substances existing on the Property as of the date of conveyance. B. Atlas agrees to remove at its own cost and expense all barrels, cans, and other open or closed containers, including the contents thereof, from the Property before the closing date. 11. DEED. At closing, Atlas shall convey the Property to City 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 City. 2 12. JOINT TENANCY IN PROCEEDS AND IN REAL ESTATE. N/A. 13. JOINDER BY GRANTOR'S SPOUSE. N/A. 14. STATEMENT AS TO LIENS. If City intends to assume or take subject to a lien on the Property, Atlas shall furnish City with a written statement prior to closing from the holder of such lien, showing the correct balance due. 15. USE OF PURCHASE PRICE. N/A. 16. 1031 EXCHANGE. N/A. 17. APPROVAL OF COURT. N/A. 18. REMEDIES OF THE PARTIES. In the event of breach of this Agreement by either party, each party is entitled to utilize any and all remedies or actions at law or in equity available to it, and the prevailing party 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. 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 Atlas and City. 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 City is acquiring the Property for economic development purposes. City's rights and duties under this Agreement are assignable to any person or entity that will further the economic development objectives contemplated by City. B. This Agreement is subject to approval by the city council of City. C. Atlas hereby represents and warrants that the Property is currently unoccupied and shall continue to be so until transfer of possession to City at closing. 3 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. Upon approval of this Agreement by the city council of City, this Agreement shall become a binding contract. Approved o� — / 9 , 2005 CITY ATLAS City of Waterloo, Iowa Atlas Warehouse L.C. By: By: Timothy J. Fkf6ey, Mayor Ronald J. V e,President Attes - Nancy cker ity Clerk 4 EXHIBIT"A" A parcel of land located in parts of Blocks Nos. 1, 10 and 11,"Logan Dale Heights"in the City of Waterloo, Iowa,Blocks Nos. 10, 11, 15, and 16,Enterprise Place in the City of Waterloo,Iowa,Block No. 6,North Waterloo Place,an addition to the City of Waterloo,Iowa, the Southwest Quarter of Section No. 13,Township No. 89 North,Range No. 13 West of the Fifth Principal Meridian in the City of Waterloo,Black Hawk County,Iowa, and vacated streets and alleys all located in Waterloo,Black Hawk County,Iowa, described as follows: Beginning at the Northwest corner of Lot No. 16,Block No. 10 of said"Logan Dale Heights"; thence South 89 degrees 44 minutes 58 seconds East along the Southerly line of Anita Street a distance of 138.00 feet;thence North 00 degrees 10 minutes 04 seconds East a distance of 547.46 feet to the Northwest corner of Lot No. 1,Block No. 1 of said"Logan Dale Heights"; thence North 90 degrees 00 minutes 00 seconds East a distance of 178.05 feet to the Northwest comer of Block No. 10 of said Enterprise Place; thence North 00 degrees 44 minutes 37 seconds East a distance of 50.00 feet to the Southwest corner of Block No. 9 of said Enterprise Place; thence North 90 degrees 00 minutes 00 seconds East along the Northerly line of vacated Louise Street a distance of 324.00 feet to the Southwest Corner of Block No. 8 of said Enterprise Place; thence South 00 degrees 28 minutes 37 seconds West a distance of 50.00 feet to the Northwest comer of Block No. 11 of said Enterprise Place;thence North 89 degrees 55 minutes 12 seconds East along the Southerly line of Louise Street a distance of 99.88 feet; thence South 00 degrees 44 minutes 44 seconds West a distance of 191.30 feet;thence South 37 degrees 41 minutes 53 seconds East a distance of 380.80 feet to the Southwest corner of Block No. 12 of said Enterprise Place; thence South 00 degree 44 minutes 44 seconds West a distance of 204.00 feet to the Northerly line of Block No. 16 of said Enterprise Place;thence South 32 degrees 37 minutes 07 seconds West a distance of 492.37 feet;thence South 14 degrees 45 minutes 05 seconds East a distance of 239.21 feet; thence North 76 degrees 47 minutes 05 seconds West a distance of 14.81 feet; thence South 10 degrees 43 minutes 42 seconds West a distance of 40.00 feet to the Northerly R-O-W line of the Waterloo Railroad Company;thence Westerly along a curve concave Southerly and having a radius of 1838.82 feet and a long chord bearing North 84 degrees 36 minutes 33 seconds West a distance of 342.55 feet;thence North 89 degrees 56 minutes 48 seconds West along said Northerly R-O-W line a distance of 399.21 feet to the Easterly line of East Fourth Street;thence North 00 degrees 13 minutes 53 seconds West along the Easterly line of East Fourth Street a distance of 188.92 feet to the Northwest corner of Lot No. 9,Block No. 11 of said"Logan Dale Heights";thence South 89 degrees 45 minutes 29 seconds East a distance of 119.54 feet to the Northeast corner of Lot No. 9,Block No. 11 of said "Logan Dale Heights"; thence South 00 degrees 13 minutes 20 seconds West a distance of 149.89 feet to the Southeast corner of Lot No. 7,Block No. 11 of said"Logan Dale Heights";thence South 89 degrees 37 minutes 47 seconds East a distance of 14.00 feet to the Southwest corner of Lot No. 6,Block No. 11 of said"Logan Dale Heights";thence North 00 degrees 13 minutes 20 seconds East a distance of 359.80 feet to the Southwest corner of Lot No. 8, Block No. 10 of said "Logan Dale Heights"; thence North 89 degrees 47 minutes 37 seconds West a distance of 14.00 feet to the Southeast corner of Lot No. 9,Block No. 10 of said"Logan Dale Heights";thence North 00 degrees 06 minutes 04 seconds West along the Easterly line of Lots Nos. 9 and 10,Block No. 10 of said "Logan Dale Heights" a distance of 65.03 feet; thence North 89 degrees 47 minutes 37 seconds West a distance of 121.40 feet to the Easterly line of East Fourth Street; thence North 00 degrees 14 minutes 32 seconds West along the Easterly line of East Fourth Street a distance of 335.28 feet to the point of beginning. And also, Lot No. 12, Block No. 11 of said"Logan Dale Heights." And also, Lots Nos. 13, 14, 17 and 18,Block No. 6,North Waterloo Place, an addition to the City of Waterloo, Iowa. NOTE: The North line of Louise Street is assumed to bear North 90 degrees 00 minutes 00 seconds East. AND The South 10 feet of Anita Street from the East line of East Fourth Street to a point 138.02 feet East, vacated and adjoining Block No. 10 in"Logan Dale Heights"in the City of Waterloo, Iowa; AND Lot No. 9 and the South 15 feet of Lot No. 10 in Block No. 10; and Lots Nos. 10 and 11 in Block No. I 1 in"Logan Dale Heights"in the City of Waterloo, Iowa. 2