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HomeMy WebLinkAboutCause-Related Opportunity Zone Fund LLC - Purchase Rights Agreement - 8.1.2022PURCHASE RIGHTS AGREEMENT This Purchase Rights Agreement (the "Agreement") is entered into as of August 1 2022, by and between Cause -Related Opportunity Zone Fund LLC or its assignee ("Developer") and City of Waterloo, Iowa ("City"). RECITALS A. City is the owner of certain real property in the City of Waterloo, Iowa, locally known as parcels 8913-26-205-015 and 8913-26-205-016, and controls a public alley that runs between said parcels (collectively, the "Property"). B. Developer desires to obtain an option and a right of first refusal to purchase the Property. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises exchanged herein and for other consideration, the receipt and adequacy of which is acknowledged, the parties agree as follows: ARTICLE I PURCHASE OPTION 1.1. Option and Price. From the date of this Agreement and for a period of twenty- four (24) months thereafter (the "Option Period"), Developer shall have an option to purchase the Property for the price of $1.00. During the Option Period, City shall not grant to any third party an option to purchase the Property. 1.2. Exercise of Option. Developer' s exercise of the option shall be by delivery of written notice (the "Option Notice") to City no later than the date that is twenty-four (24) months after the date of this Agreement. Within six (6) months following delivery of the Option Notice, the parties shall execute a development agreement for Developer's project on the Property, which shall be on terms acceptable to City, including but not limited to City's action to vacate the alley, Developer's commitment to construct a public parking garage to provide additional parking for patrons of the SportsPlex and other City venues in the vicinity, and Developer's project investment of no less than $40 million (the "Development Requirements"). The City will provide reasonable assistance to Developer in working with appropriate organizations (e.g., Main Street Waterloo) to coordinate actions for neighborhood assessments and interactions, public announcements, and other mutually agreeable activities in support of the development, provided that City shall have no duty to engage any consultants. 1.3. Closing. Closing shall occur on a date to be agreed upon by the parties following delivery of the Option Notice. Other terms and conditions of the Closing shall be as specified in the purchase agreement. ARTICLE II RIGI-IT OF FIRST REFUSAL 2.1 Notice and Exercise. Whenever City is in receipt of a bona fide offer for the purchase of the Property or any portion thereof during the Option Period, it shall promptly deliver to Developer a copy of such offer. Developer shall have fourteen (14) days from the date of delivery of said offer in which to exercise a right of first refusal to purchase the Property on the terms set forth in the offer. Developer shall exercise its right, if at all, by delivery of written notice to City within said I4-day period, to be followed by execution of a development agreement for Developer's project on the Property, which shall be on terms acceptable to City, including but not limited to the Development Requirements. ARTICLE III GENERAL TERMS 3.1. Payment. As further consideration for City's grant of an option and right of first refusal to Developer, concurrently with the execution and delivery of this Agreement, Developer shall pay to City the sum of One Thousand and 00/100 Dollars ($1,000.00). Said payment is not part of the purchase price and is not refundable. 3.2. Remedies. a. In the event that City shall fail to perform any of its obligations hereunder within the time for performance herein provided, Developer shall have, as its sole and exclusive remedy, the right, but not the obligation, to commence an action against City for specific performance, provided that such action is commenced within six (6) months after delivery to City of any notice pursuant to Sections 1.2 or 2.1. b. In the event that Developer shall fail to perform any of its obligations hereunder within the time for performance herein provided, City shall have all remedies available to it as a matter of law or equity, including the remedy of terminating this Agreement in accordance with applicable law. Notwithstanding the foregoing, City shall not have or exercise the remedy of specific performance or any similar remedy at law or in equity that would compel Developer to acquire the Property as contemplated by this Agreement. c. In the event City or Developer fails to fulfill any of their respective obligations under this Agreement and the other commences an action with respect to the provisions of this Agreement, the party prevailing in such action shall be entitled to its reasonable attorney's fees and costs of enforcement. 2 3.3. Risk of Loss and Insurance. City shall bear the risk of loss or damage to the Property prior to the closing. 3.4. No Partnership or Joint Venture. Nothing in this Agreement shall be interpreted as creating a partnership or joint venture between City and Developer relative to the Property. 3.5. Entire Agreement; Integration. This Agreement and the exhibits hereto, if any, constitute the entire agreement between the parties pertaining to the subject matter hereof. All exhibits hereto, if any, are hereby incorporated into and made a part of this Agreement. All previous negotiations and understandings between City and Developer, or their respective agents and employees, with respect to the transaction set forth herein are merged in this Agreement which alone filly and completely expresses the parties' rights, duties, and obligations This Agre ment may be amended or modified only in a written document signed by City and Developer. 3.6. Severability In the event any provision of this Agreement is held invalid, illegal, or unenforceable, whether in whole or in part, the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. 3.7. Binding Effect. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal and legal representatives, successors, and assigns. 3.8. Headings and Captions. The title or captions of paragraphs in this Agreement are provided for convenience of reference only and shall not be considered a part hereof for purposes of interpreting or applying this Agreement, and such titles or captions do not define, limit, extend, explain, or describe the scope or extent of this Agreement or any of its terms or conditions. 3.9. Counterparts. This Agreement may be executed in any number of counterparts, each of which, including signed counterparts transmitted by facsimile or other electronic means, shall be deemed an original and all of which together shall constitute one and the same instrument. 3.10. Notices Any notice required herein shall be in writing and shall be deemed effective if it is personally delivered or is deposited in the United States mail, postage prepaid, certified or registered, return receipt requested, to City or Developer at the following addresses: If to City: City of Waterloo 7l5 Mulberry Street Waterloo, Iowa 50703 Attn: Community Planning & Development Director If to Developer: Cause -Related Opportunity Zone Fund LLC 3 1312 Gilbert Street Charles City, Iowa 50616 Attention: Manager Either party may designate an additional or another address upon giving notice to the other party pursuant to this Section. Notice given in any other manlier other than as stated herein, shall be deemed effective only upon receipt by the party to whom such notice is given. 3.11. Brokers. Neither party has retained a broker in connection with this Agreement, and each party agrees to indemnify, defend and hold the other harmless from and against any and all claims, fees, commissions and suits of any real estate broker or agent with respect to services claimed to have been rendered at the request of or through or under such party in connection with the execution of this Agreement or the transactions set forth herein, 3.12. Recording. Either party may, at its own expense, record this Agreement or a memorandum hereof in the land records of Black Hawk County, Iowa. 3.13. Time. Time shall be of the essence hereof. 3.14: Assignability. Cause -Related Opportunity Zone Fund LLC may assign its interest in this Agreement to another entity upon approval of City, which shall not be unreasonably withheld IN WITNESS WI-IEREOF, the parties have executed this Purchase Rights Agreement by their duly authorized representatives as of the date first written above. [signatures on next page] 4 CITY OF WATERLOO, IOWA CAUSE -RELATED OPPORTUNITY ZONE FUND LLC By: By: Quentin Hart, Mayor Gilbert Starble, Manaer Attest: KerreyFe1k& Kelley Felchle, City Clerk 5