HomeMy WebLinkAboutDeere Real Estate Purchase Agreement - 5.16.2022REAL ESTATE PURCHASE AGREEMENT
(NONRESIDENTIAL)
TO: Deere & Company ("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 tax parcel no. 8814-01-201-
010, legally described on the attached Exhibit A; 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 $0, subject to satisfaction of the terms
and conditions of this Agreement.
2. POSSESSION AND CLOSING. Possession of the Property shall be delivered to Buyer
at closing. Closing shall occur at City Hall, 715 Mulberry Street, Waterloo or through the mail,
within 30 days after completion of the activities stated in paragraphs 10.0 and 17.B, which
Buyer shall proceed with reasonable diligence to complete, and subject to prior satisfaction or
waiver of any conditions stated in this Agreement, at a date and time mutually agreeable to the
parties.
3. REAL ESTATE TAXES. Seller shall pay taxes prorated to the closing date in
accordance with the provisions of Iowa Code § 427.2, and any unpaid real estate taxes payable in
prior years, either paying Buyer, or giving Buyer a credit, for all of such taxes. Buyer shall pay
all subsequent real estate taxes.
4. SPECIAL ASSESSMENTS. Seller shall pay at time of closing all installments of special
assessments which are a lien on the Property as of closing or which can be verified to be owing
as of the closing date but are not yet certified as a lien. Buyer shall pay all other special
assessments or installments.
5. RISK OF LOSS AND INSURANCE. Seller agrees to maintain existing insurance to the
date of closing and shall bear the risk of loss or damage to the Property to the date of closing. 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.
6. FIXTURES. Omitted.
7. CONDITION OF PROPERTY. Buyer acknowledges that except as set forth in Section
10, neither Seller nor any party related to or affiliated with Seller makes any representation or
warranty whatsoever, oral or written, express or implied, as to the Property. Seller hereby
specifically disclaims any other representation, warranty or guaranty, oral or written, express or
implied or arising by operation of law or otherwise, with respect to the Property, including,
without limitation, any warranty of condition, habitability, merchantability, or fitness for a
particular purpose, in respect to the Property. Buyer declares and acknowledges that the above
disclaimer is a material and integral part of this transfer and is reflected in the consideration
payable by Buyer hereunder and, as an inducement for Seller to proceed with this transaction,
Buyer further declares and acknowledges that Buyer has inspected the Property and based upon
such inspection has voluntarily and knowingly consented to Seller's warranty disclaimer. 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 closing, ordinary wear and tear
excepted. Seller sells the Property "AS IS WHERE IS," and with all faults, and makes no
warranties, expressed or implied, as to the condition of the Property. Also see paragraph 10.C.
8. ABSTRACT AND TITLE. Seller shall provide to Buyer the abstract of title to the
Property, which Buyer shall have continued at its expense. 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 the 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 10 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, including transfers by Seller.
9. SURVEY. Buyer may, at Buyer's expense, have the Property surveyed and certified by a
registered land surveyor prior to closing if a survey is required by law. 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 current knowledge of the representative of Seller signing
this Agreement on behalf of Seller: (i) that there are no abandoned wells, solid waste disposal
sites, hazardous wastes or substances, or underground storage tanks located on the Property;
(ii) the Property does not contain levels of radon gas, asbestos, or urea -formaldehyde foam
insulation which require remediation under current governmental standards; and (iii) to the
current knowledge of the representative of Seller signing the Agreement on behalf of Seller,
it has done nothing to contaminate the Property with hazardous wastes or substances that
would require remediation under applicable law that exists as of the date hereof. Seller
warrants that to the current knowledge of the representative of Seller signing this Agreement
on behalf of Seller, 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. Any
exceptions to the warranties set forth above are fully described on a separate addendum
attached hereto.
B. Seller hereby represents that, to the current knowledge of the representative of Seller
signing this contract on behalf of Seller, there is no active or abandoned septic tank or septic
system on the property, except as described here:
None
2
C. Buyer shall arrange, at its own expense, for a Phase I environmental assessment of the
Property and, if deemed advisable based on results of the Phase I report, a Phase II
assessment. Seller shall cooperate in providing reasonable access to the Property to Buyer's
contractor and shall make its personnel reasonably available to answer questions and provide
information to the contractor.
11. DEED. Upon payment of the Purchase Price, Seller shall convey the Property to Buyer
by quit claim deed. The quit claim deed shall: (i) contain a reservation of easements as set forth
therein; and (ii) contain a right of reversion to Seller as set forth therein. The proposed form of
deed is attached hereto.
12. APPROVAL OF COURT. OMITTED.
13. 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.
B. If Seller fails to timely perform this Agreement, 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.
14. 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.
Seller: Deere & Company
One John Deere Place
Moline, IL 61265
Attn: Cameron McGovern
Buyer: City of Waterloo
715 Mulberry Street
Waterloo, IA 50703
Attn: Community Planning & Development Director
15. 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
3
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.
16. NO REAL ESTATE AGENT OR BROKER. Neither party has used the service of a real
estate agent or broker in connection with this transaction.
17. ADDITIONAL PROVISIONS.
A. This Agreement is expressly subject to approval by the city council of Buyer.
B. Buyer shall have the Property appraised at its own expense.
18. 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.
19. COUNTERPARTS. This Agreement may be executed in two or more counterparts, all
of which shall be considered one and the same agreement. Facsimile signatures shall have the
same effect as original signatures. The parties agree that this Agreement shall be legally binding
upon the electronic transmission, including by facsimile or email of .pdf files, by each party of a
signed signature page to this Agreement to the other party.
20. INTERPRETATION. The parties hereto acknowledge and agree that: (i) the rule of
construction to the effect that any ambiguities are resolved against the drafting party shall not be
employed in the interpretation of this Agreement, and (ii) the terns and provisions of this
Agreement shall be construed fairly as to all parties hereto and not in favor of or against any
party, regardless of which party was generally responsible for the preparation of this Agreement.
21. SEVERABILITY. In the event that any court of competent jurisdiction shall finally
determine that any provision, or any portion thereof, contained in this Agreement shall be void or
unenforceable in any respect, then such provision shall be deemed limited to the extent that such
court determines it enforceable, and as so limited shall remain in full force and effect. In the
event that such court shall determine any such provision, or portion thereof, wholly
unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force
and effect.
22. ACCEPTANCE. When accepted, this Agreement shall become a binding contract.
[Signatures on following page]
4
5/16/2022
Dated Dated 3/30/2022
BUYER
City of Waterloo, Iowa
Quertan 9rt
By:
Mayor
Attest:
Kelley Fe1chle
City Clerk
SELLER
Deere & Company
By:
Title:
Cameron McGovern, Manager Corporate Real Estate
[Signature page to Real Estate Purchase Agreement)
5
EXHIBIT "A"
Legal Description
That part of the West 80 acres of the East 155.25 acres of the North Fractional Half of Section 1, Township 88 North, Range 14 West of
the 5th P.M., Black Hawk County, Iowa, lying within the Northeast Fractional Quarter of Section 1, Township 88 North, Range 14 West
of the 5th P.M., excepting therefrom Parcel `A" described in 329 Misc 555.
Subject to easements, restrictions and covenants of record.
Also known as:
A part of the Northeast Fractional Quarter of Section 1, Township 88 North, Range 14 West of the 5th Principal Meridian commencing at
the Southwest corner of the Northeast Fractional Quarter of said Section 1; thence North 89°40'28" East on the South line of the
Northeast Fractional Quarter of said Section 1, a distance of 33 feet to a point on the present east right-of-way line of Dewitt Road, said
point being the point of beginning of the parcel of land herein described; thence continuing North 89°40'28" East on the South line of the
Northeast Fractional Quarter of said Section 1, 567 feet to a point at the Southwest corner of Parcel "A" -as shown in the survey dated
April 2, 1998 and recorded April 2, 1998 in Book 329 Miscellaneous Records, at Page 555 in the office of the Recorder of Black Hawk
County, Iowa; thence North 00°05'31' West 1020 feet along a line that is parallel with the West line of the Northeast Fractional Quarter
of said Section 1; thence South 89°40'28" West 567 feet along a line that is parallel with the South line of the Northeast Fractional
Quarter of said Section 1 to the East line of Dewitt Road; thence South 00°05'31" East, 1020 feet to the South line of the Northeast
Fractional Quarter of said Section 1 and the point of beginning; excepting therefrom that parcel previously conveyed to the City of
Waterloo by Deed dated June 11, 2001 and recorded August 9, 2001 in Book 574 of Land Deeds, at Page 289 in the office of the
recorder of Black Hawk County, Iowa.
Subject to easements, restrictions and covenants of record.
Said area is depicted on the Retracement Plat of the Survey dated December 7, 2021 and recorded
December 7, 2021 in the Black Hawk County Recorder's office as Document No. 202200011980.
Retracement
Plat of Survey
Part of the NE Frl. 1/4
Section 1-T88N-R14W
Waterloo, Iowa
Index Legend
Description: NE Fri. 1/4, Section 1-T88N-R14W
Surveyor: Matthew Kofta, PLS 22561
Company: VJ Engineering
1501 Technology Parkway, Suite 100
Cedar Falls, IA 50613
319-266-5829
Proprietor: Deere & Company
Survey Requested by: Deere & Company
Number: 202200011980
Recorded: 12/7/2021 at 3:56:58.0 PM
° County Recording Fee: $12.00
Iowa E-Filing Fee: $3.22
Combined Fee: $15.22
Revenue Tax:
Sandie L. Smith, RECORDER
o Black Hawk County, Iowa
U
73
This Plat or Survey is not a division of land.
Reference: 115 LD 057, except 329 Misc 555 & 574 LD 289
12-7-2021
Sgnature of Surveyor
Date
Legal Description:
That part of the West 80 acres of the East 155.25 acres of the North Fractional Half of Section 1, Township 88 North, Range 14 West of
the 5th P.M., Black Hawk County, Iowa, lying within the Northeast Fractional Quarter of Section 1, Township 88 North, Range 14 West
of the 5th P.M., excepting therefrom Parcel "A" described in 329 Misc 555.
Subject to easements, restrictions and covenants of record.
Also known as:
A part of the Northeast Fractional Quarter of Section 1, Township 88 North, Range 14 West of the 5th Principal Meridian commencing at
the Southwest comer of the Northeast Fractional Quarter of said Section 1; thence North 89°40'28" East on the South line of the
Northeast Fractional Quarter of said Section 1, a distance of 33 feet to a point on the present east right-of-way line of Dewitt Road, said
point being the point of beginning of the parcel of land herein described; thence continuing North 89'40'28" East on the South line of the
Northeast Fractional Quarter of said Section 1, 567 feet to a point at the Southwest comer of Parcel "A" as shown in the survey dated
April 2, 1998 and recorded April 2, 1998 in Book 329 Miscellaneous Records, at Page 555 in the office of the Recorder of Black Hawk
County, Iowa: thence North 00°05'31" West 1020 feet along a line that is parallel with the West line of the Northeast Fractional Quarter
of said Section 1; thence South 89°40'28" West 567 feet along a line that is parallel with the South line of the Northeast Fractional
Quarter of said Section 1 to the East line of Dewitt Road; thence South 00°05'31" East. 1020 feet to the South line of the Northeast
Fractional Quarter of said Section 1 and the point of beginning; excepting therefrom that parcel previously conveyed to the City of
Waterloo by Deed dated June 11, 2001 and recorded August 9, 2001 in Book 574 of Land Deeds, at Page 289 in the office of the
recorder of Black Hawk County, Iowa.
Subject to easements, restrictions and covenants of record.
Feature Legend
O Set 5/8"0 x 24" Rebar
w / Orange Cap L.S. #22561
® Property Comer Found
® Set Section Comer
ASection Comer Found
100.00' Dimension of Survey
(100.00) Dimension of Record
Notes:
1.) The West line of the Northeast Fractional 1/4 of Section
1-T88N-R14W was assumed to bear N00°26'32"W, utilizing the
Iowa State Plane Coordinate System, North Zone 1401.
2.) All dimensions are in US Survey feet and decimals thereof.
3.) The error of closure is better than 1:10,000
4.) Field work was completed: 10/8/2021
, opNi1111Urle
"'�t- 1:te ,.,
1 hereby certify that this land surveying document was prepared and
the related survey work was performed by me or under my direct
personal supervision and that I am a duly licensed Land Surveyor
� ^.�•" '.S,
it, Matthew A. •. m'
under the la oft w
"'/
2°'L 9=
22561 %tthewA.
*,••••..... ••••*`
y"Wryrpit11111lriitpyvvv
,,�
f�aKofta, P.L.S. 12-7-2021
Linse r 22561 Date
Myl tense renewal date is December 3t, 2022
Pages or sheets covered by this seal, 2 of 2
N
0
CO
VJ Engineering
1501 Technology Parkway
Cedar Falls, Iowa — 319-266-5829
Port of the NE Fri. 1/4
Section 1-T88N-R14W
Waterloo, Iowa
pcyye
1/2
scale
1•o12a
drawn by
atx
dale
1a/11/21
N00`26'32"W
50.00'
N89°19'36"E
33.00'
ANW Comer
NE Fri. 1/4
Section 1-T88N-R14W
Fnd "X" on 1.5"0 Lead Plug
in paving per 297 Misc. 181
Fnd 1/2"0 Rebar
Retracement
Plat of Survey
Part of the NE Frl. 1/4
Section 1-T88N-R14W
Waterloo, Iowa
(S89°40'28"W)
S89°19'36"W
567.00'
Parcel "A"
329 Misc 555
-�N89°19'36"E
15.39'
0)
877`54'3g"E
.� 565.07,
S89`19'36"W 4 N74,38'W _
10.00' 4 570.50.
New 50' Wide `"•
West Line
NE Fri. 1/4
Section 1-T88N-R14W
East R-O-W
Dewitt Road
N89`19'36"E
1 30.00'
�l New 30' Wide
Sanitary Sewer
Easement
N00°26'32"W 30r S00`26'32"E
163.55'� 163.55'
N00`26'32"W—.
31.00'
AL 0
P.O.C.
SW Comer
NE Fri. 1/4
Section 1-T88N-R14W `—(N89°40'28"E)
Fnd 1/2"0 Rebar per N89`19'36"E
File No. 2011-15347 33.00'
S89°19'36"W
30.00'
Storm Sewer Easement
Unplatted Parcel
Part of the NE Fri. 1/4
Section 1-T88N-R14W
12.87 acres
City of Waterloo
574 LD 289
Cedar Prairie / Sergeant Road
Trail Connection
N89°19'36"E
567.00'
Existing Electric
Right -of -Way
Agreement
5 Ease 240
0)
0
6
Record Distance Legend
A - IDOT Comer Stone Survey dated 12-5-1977
B - Sketch of Survey: 329 Misc. 555
C - Acquisition Plat: 574 LD 289 - 292
(N89°40'28"E)
N89°19'36"E
567.00' South Line
NE Fri. 1/4
Section 1-788N-R14W
N89°19'36"E
1319.71'
(1319.92') A
(1319.88') B
Southwest Corner
Parcel"A"
Fnd 1/2"0 Rebar
w/Yellow Cap #8505
0 60 120
( 1!
NORTH
S00°26'32"E
51.22'
Parcel "A"
329 Misc 555
N00`26'32"W
31.00'
N89°19'36"E
719.71'
SE Corner
NW 1/4, NE Fri. 1/4
Section 1-T88N-R14W
Fnd 1"0 Pinch Pipe
240
page
2
C'V
tb
cV
VJ Engineering
1501 Technology Parkway
Cedar Falls, Iowa — 319-266-5829
Part of the NE Frl. 1/4
Section 1—T88N—R14W
Waterloo, Iowa
scale
1•=1so
drawn by
Wlc
date
10/11/2