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HomeMy WebLinkAboutSkyeview, L.C. - R.E. Purchase Agreement -2/6/2006 REAL ESTATE PURCHASE AGREEMENT (NONRESIDENTIAL) TO: Skyview, L.C. ("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 93-97 Vinton Street, legally described as per the abstract of title, consisting of assessor parcel nos. 8913-25-433-001 and 8913-25-433-002, 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. EARNEST MONEY AND PURCHASE PRICE. The Purchase Price shall be $375,000.00, of which $500.00 is on deposit with Clark, Butler, Walsh & Hamann, attorneys at law, 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 If this Agreement is not accepted by Seller or if it is rescinded by Buyer for failure of title or any other reason provided for in this Agreement, then the earnest money shall be returned to Buyer.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 May 15, 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. 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, 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. 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 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. Within 60 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 2 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. 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. 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 60 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 $5,000 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 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. C. Seller 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. 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. N/A. 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. Buyer herein acknowledges that it is the intention of the Seller to create an IRS Code Section 1031 tax-deferred exchange and the Seller's rights and obligations under this agreement may be assigned to Pioneer 1031 Exchange to facilitate such exchange. Buyer agrees to cooperate with the Seller in a manner necessary to enable Seller to initiate said exchange at no additional cost or liability to the Buyer. 17.APPROVAL OF COURT. N/A. 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. 4 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. 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 or at the addresses shown in the office of the county assessor. 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. The parties acknowledge that Buyer is acquiring the Property for economic development purposes. Buyer's rights and duties under this Agreement are assignable to any person or entity that will further the economic development objectives contemplated by Buyer. B. Special contingency 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. Seller hereby represents and warrants that the Property is currently unoccupied and shall continue to be so until transfer of possession to Buyer at 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. Upon approval of this Agreement by the city council of Buyer, this Agreement shall become a binding contract. 5 Approved 2005 BUYER SELLER City of Waterloo, Iowa Skyview, L.C. By: By: Timothy J. Hu Mayor Benjamin B. Stroh, Manager Attest: Nancy Eckert, ty Clerk 6 Legal.- AUDITORS egal:AUDITORS MORNINGSIDE PLAT PART OF LOTS 1,2,3,4,5,6,7,8 AND 9 BLOCK 5 AND PART OF BLOCK 9 IN RIVERSIDE ADDITION AND PART OF VACATED DIVISION, RATH AND WATER STREETS DESC AS FOL COM AT A PT ON E LINE LOT 9 IN SAID AUDITOR'S MORNINGSIDE PLAT WHICH IS 570.19 FT S OF NE COR BLK 2 MORNINGSIDE ADDITION TH N 71 DEG 47 MIN 00 SEC W 35 FT TO PT OF BEG TH N 18 DEG 13 MIN 00 SEC E 216.24 FT ALONG A LINE WHICH IS 35 FT NORM DIST AND WLY OF W LINE VINTON ST TH N 59 DEG 32 MIN 40 SEC W 508.11 FT TH N 54 DEG 23 MIN 30 SEC W 31A0 FT TH S 35 DEG 37 MIN 40 SEC W 221.87 FT TH S 54 DEG 22 MIN 15 SEC E 406.20 FT TH S 71 DEG 47 MIN 00 SEC E 205.04 FT TO PT OF BEG AND AUDITORS MORNINGSIDE PLAT PARCEL "E"THAT PART OF PARCEL "C"AS REC MISC 330-889 AND ALL OF PARCEL "D"AS REC MISC 341-149 DESC AS FOL; COM AT PT ON E LINE LOT 9 IN AUDITORS MORNING PLAT WHICH IS 570.19 FT SLY OF NE COR OF BLK 2 MORNINGSIDE ADD TH N 71 DEG 47 MIN 0 SEC W 35 FT TO PT OF BEG(PT BEING ELY COR OF PARCEL "C") TH CONT N 71 DEG 47 MIN 0 SEC W 205.04 FT TH N 54 DEG 22 MIN 15 SEC W 406.20 FT TO MOST WLY COR OF PARCEL "B"AS REC MISC 229-597 TH S 53 DEG 0 MIN 30 SEC E 453.91 FT TH S 73 DEG 22 MIN 25 SEC E 162.93 FT TH N 18 DEG 13 MIN 0 SEC E 20 FT TO PT OF BEG 7