HomeMy WebLinkAboutKwik Trip, Inc. - Purchase Agreement (RECORDED)- 11.21.2022 NI 11111111111111111111111111 II
Doc ID: 012042910013 Type: GEN
Recorded: 12/01/2023 at 03:17:46 PM
Fee Amt: $67.00 Page 1 of 13
Black Hawk County Iowa
SANDIE L. SMITH RECORDER i (]
File2024-0000 /7 197
*0)411 Octieri
OFFER TO PURCHASE
Kwik Trip, Inc., a Wisconsin corporation, with offices located at 1626 Oak Street,
La Crosse,Wisconsin 54603 or its assigns('Buyer")offers to purchase from the City of Waterloo,
an Iowa municipality,with offices located at 715 Mulberry Street,Waterloo, Iowa 50703("Seller")
a portion of an unassigned parcel of property located at 2122 West Ridgeway Avenue,Waterloo,
Iowa (a portion of Parcel No. 891332476017)as generally described and depicted on attached
Exhibit A(the legal description of which shall be verified by an ALTA survey to be commissioned
by Buyer), together with easements, access rights, and privileges appurtenant thereto, and
rights, title and interest in and to any land lying in the bed of any adjoining road or alley
("Property"), on the following terms and conditions.
Earnest money of Five Thousand and 00/100 Dollars($5,000.00)shall be tendered within
ten (10) days from acceptance of this Offer. All earnest money paid shall be held in the trust
account of Tri-County Abstract and Title Guaranty, 12212th Avenue,St.Cloud, Minnesota 56303
("Title Company")and shall be applied toward payment of the purchase price. If this Offer Is not
accepted on or before September 6 2022, this Offer shall become null and void.
Upon acceptance of this Offer by Seller and Buyer,this Offer shall constitute an agreement
for the purchase and sale of the Property ("Agreement") on the following terms and conditions:
1. PURCHASE AND SALE OF PROPERTY.
1.1 Property. Seller will validly sell and deliver to Buyer,by general warranty deed,
free and clear of all defects, liens and encumbrances, except for current taxes not yet delinquent,
and Buyer will accept and acquire at Closing, the Property.
1.2 Purchase Price for Property.
(a) Amount and Payment. The purchase price for the Property shall be
Fifty Thousand and 00/100 Dollars ($50,000.00) ("Purchase Price"), which shall be payable to
the Title Company, less earnest money and other closing adjustments, at Closing via wire
transfer.
(b) Closing Adjustments.
(i) Real estate taxes shall be prorated as of the Closing Date; and
(ii) All utility charges, if any, for the Property shall be metered as of
the Closing Date and paid by Seller on or immediately after the Closing Date without the
requirement of proration. Utility charges which cannot be so metered shall be prorated on the
basis of the last period for which a statement is available.
1.3. Personal Property. There is no personal property included in the sale.
(Z-7!1 13
2. WARRANTIES OF SELLER. Seller warrants to Buyer and agrees that:
2.1 Compliance. Seller will comply with all applicable laws as may be required for
the valid and effective transfer of the Property to Buyer,
2.2 Absence of Consents, Liabilities and Litigation. No consent or authorization is
required for the consummation by Seller of the transactions contemplated hereby. There is no
lease, agreement, mortgage, financing statement, security agreement or other instrument to
which Seller is a party and by which the Property is subject or bound. There is no liability, order,
judgment, stipulation, consent decree or obligation of any kind whatsoever to which the Property
will be subject following consummation of the transactions contemplated hereby. There is no
legal proceeding or investigation pending or threatened against Seller or the Property, which
could materially and adversely affect it, nor has Seller committed any act which could give rise to
any such legal proceeding or investigation.
2.3 Property.
(a) Title. Seller will have, as of the Closing Date,good and marketable title
to and undisputed possession of the Property. Seller's title will be as of Closing Date free and
clear of all defects, liens, and encumbrances not approved by Buyer in writing.
(b) Quantity. The Property consists of approximately 1.377 acres, all of
which is located outside of adjacent streets.
(c) Condition. There are no underground storage tanks or wells located on
the Property. There is no solid waste located on the Property.
2.4 Warranties True at Closing; Survival of Warranties. Each of the warranties of
Seller set forth herein or in any exhibit or instrument delivered pursuant hereto shall be true and
correct on the Closing Date as if made again on and as of the Closing Date, shall be effective
regardless of any investigation that may have been or may be made by or on behalf of Buyer,
and shall survive the Closing Date.
3. CLOSING DATE. Closing shall take place sixty(60)days after the Contingency Date
(as hereinafter defined in Section 7.4), or at such other time as shall be mutually agreed upon.
The date and event of closing are, respectively, herein referred to as "Closing Date" and
"Closing". Closing shall be held via mail through the Title Company or such other place as shall
be mutually agreed upon.
4. COVENANTS OF SELLER.
4.1 Conduct Pending Closing Date. Seller agrees to provide Buyer with full access
to examine the Property.
4.2 Title Insurance. Within fifteen (15) days after acceptance of this Offer, Seller
shall provide Buyer with updated abstract(s) of the Property("Initial Updated Abstract"). Upon
Buyer's receipt of the Initial Updated Abstract, Buyer shall obtain a commitment to issue an ALTA
Form 2016 owner's title insurance policy in the amount of the Purchase Price ("initial Title
Commitment"). Within ten (10) days after the Plat of Survey(as hereinafter defined in Section
5.7)is recorded, Seller shall provide to Buyer a final updated abstract("Final Updated Abstract")
Upon Buyer's receipt of the Final Updated Abstract, Buyer shall obtain a further updated Title
Commitment ("Final Title Commitment"). All expense incurred in obtaining the Initial Updated
Abstract, Initial Title Commitment, Final Title Commitment and in paying the premium charge for
the final title policy shall be paid by Buyer. All expense incurred in obtaining the Final Updated
Abstract shall be paid by Seller. The Final Title Commitment shall show good and marketable
title to the Property in Seller subject only to exceptions or encumbrances acceptable to Buyer.
Should Buyer notify Seller in writing of any title matters (exceptions to title or exclusions from
title) not acceptable to Buyer ("Title Defect"), Seller shall utilize its best efforts to correct such
Title Defect(s). Seller shall have fifteen (15) days from delivery of Buyer's notice to have such
Title Defect(s) removed from the Final Title Commitment and/or to have the Title Company
commit to insure against any loss or damage which may arise or result from such Title Defect(s),
and in such event, Closing shall be forty-five (45) days after delivery of Buyer's notice or the
Closing Date, whichever is later. If Seller is unable to correct such Title Defect(s) within the
appropriate fifteen (15) day period, Buyer may (i)terminate this Agreement by written notice to
Seller, and in such event, receive a refund of its earnest money; or(ii)waive any defect in title,
and in such event, proceed to closing the transaction contemplated by this Agreement.
4.3 Survey; Certification.
(a) Seller will provide Buyer with all surveys of the Property in its
possession. Upon Buyer's receipt of the Initial Title Commitment (as defined in Section 4.2
herein), Buyer shall order an updated survey of the Property ("Survey"), and Seller agrees to
cooperate with Buyer in obtaining the Survey.All expenses incurred in obtaining the Survey shall
be paid by Buyer. The Survey shall be prepared in accordance with the Minimum Standard
Detail Requirements for Land Title Surveys as adopted by the American Land Title Association
and the National Society of Professional Surveyors effective February 23,2021,and shall include
a proper and complete legal description of such Property and shall show: (i)external boundaries
of such Property and the length and direction of each dimension; (ii) access to and names of the
nearest or adjacent public roads; (iii)the locations of all recorded easements; (iv)the locations of
any flood plains; (v)the legal description and street address of such Property and the number of
square feet within such property; (vi) setback requirements; (vii) physical encroachments onto
such Property and from such Property onto adjacent property; (viii)the locations of monuments
at corners; (ix)the locations of all improvements; (x)the locations of all utilities and if they have
not been extended to the boundary of such Property,the nearest point from which they could be
extended to such Property; (xi) the locations of all concrete pads, stand pipes, vent pipes and
filler pipes; (xii) the topography of the Property at two foot intervals; and (xiii) other information
necessary or required by the Title Company to remove the "survey"exception in the Final Title
Commitment;
(b) The Survey shall contain a certification by the surveyor to Buyer and all
those who may purchase, take a mortgage on or insure title to the Property described therein
within one (1) year from the date of the Survey that(i) the information, courses, and distances
shown are correct, (ii) the title lines and lines of actual possession are the same, (iii)the size,
location and type of buildings and improvements are as shown and all are within the boundary
lines and applicable setback lines of such Property, (iv) there are no violations of zoning
ordinances or restrictions with reference to the location, size or height of said buildings and
improvements, (v) there are no easements or uses affecting such Property appearing from a
careful inspection of the same, other than as shown on the Final Title Commitment described in
Section 4.2 hereof and depicted thereon, (vi) there are no encroachments affecting such
Property except as shown on the Survey, and (vii) no part of such Property lies within a flood
zone designation (with proper annotation based on federal Flood Insurance Rate Maps or the
state or local equivalent, by scaled map location and graphic plotting only).
4.4 Transfer Fees. Seller shall be responsible for and shall pay all state transfer
fees and/or deed taxes imposed with respect to the transfer of the Property to Buyer.
4.5 Nonforeign Affidavit. Seller shall deliver to the Title Company, at Closing,
Seller's affidavit that Seller is not a foreign person, foreign corporation, foreign partnership,
foreign trust or foreign estate (as those terms are defined in and in accordance with the Internal
Revenue Code of 1986, as amended, and the applicable regulations promulgated thereunder).
4.6 Further Instruments. On Closing Date, orthereafter if necessary, Seller shall,
without cost or expense to Buyer,execute and deliver to or cause to be executed and delivered
to the Title Company such further instruments of transfer and conveyance as Buyer may
reasonably request, and take such other action as Buyer may reasonably require to carry out
more effectively the sale and transfer of the Property contemplated by this Agreement and to
protect the right, title and interest of Buyer in and enjoyment by Buyer of the Property.
5. MUTUAL COVENANTS AND WARRANTIES.
5.1 Special Assessments. Special assessments, if any,for work on the site of the
Property commenced and any areawide assessments or charges for work plans adopted prior to
or on Closing Date shall be paid by Seller. Special assessments, if any, for work on such site of
the Property commenced after Closing Date, shall be paid by Buyer. Seller shall pay any
agricultural penalty/back taxes on the Property which are due and payable through the Closing
Date.
5.2 Eminent Domain. If all or any portion of the Property or points of access
thereto are condemned by public or quasi-public authority prior to Closing, Seller immediately
shall notify Buyer thereof and of the portion of the Property which shall have been condemned.
Buyer may, in its sole discretion,terminate this Agreement without any liability by written notice
to Seller within fifteen (15) days following notice of such condemnation.
5.3 Binding Obligation. Seller warrants to Buyer and Buyer warrants to Seller that
this Agreement constitutes its valid and legally binding obligation enforceable against it in
accordance with the provisions hereof.
5.4 Zoning. If the Property is not zoned for Buyer's intended development and
use of the Property at the time of Seller's acceptance of the Offer, Buyer will after such
acceptance, file an application to have the Property so zoned. All reasonable expense incurred
in filing and processing such application for rezoning shall be paid by Buyer.
5.5 Specific Performance. Buyer shall have the right to specific performance,upon
tender of payment by Buyer, of each of the agreements and obligations of Seller to be performed
hereunder by Seller, in addition to all other remedies Buyer may have at law or in equity.
5.6 Property Testing. Buyer, at Buyer's expense, may enter upon the Property to
conduct such tests and make such examinations, including soil, boring and environmental tests,
as Buyer deems necessary. In the event the results of tests or examinations conducted by Buyer
or Buyer's representative(s)do not verify that there is no accumulation in or about the Property or
adjacent groundwater of petroleum, PCBs or any hazardous waste or toxic pollutant,
contaminant or other substance regulated by any state or federal statute including Solid Waste
Disposal Act, as amended, the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended (42 U.S.C. Sec. 9601), the Resource Conservation and
Recovery Act(42 U.S.C. Sec. 6901)or the Toxic Substance Control Act(15 U.S.C.Sec.2604)or
by any other statute, rule, regulation or order of any governmental agency having jurisdiction
over the control of such substances or wastes,or other substances of public health concern,or if
Seller acknowledges that the Property is contaminated by any such waste or substances, Buyer
may in its sole discretion, terminate this Agreement.
5.7 Plat of Survey. Upon Buyer's receipt of the Survey(as set out in Section 4.3
herein), Buyer shall, at Buyer's sole cost and expense, commission a plat of survey,which shall
create the Property("Plat of Survey"). Buyer shall provide to Seller for review and approval,the
preliminary Plat of Survey. No later than ten (10)days after the Contingency Date, Seller shall
record the Plat of Survey and shall provide to Buyer the Final Updated Abstract (as set out in
Section 4.2 herein) no later than ten (10) days after the Plat of Survey has been recorded.
6. TERMINATION OF AGREEMENT.
6.1 Causes. This Agreement, unless sooner terminated in accordance with the
provisions hereof, may be terminated prior to Closing by:
(a) mutual consent of the parties;
(b) written notice from Buyer to Seller, if there has been a material
misrepresentation or breach by Seller in the warranties or covenants of Seller set forth herein, or
if any of the conditions set forth herein have not been satisfied or waived by Buyer in writing or
Closing has not occurred by the Closing Date or the date of such notice, whichever is later; or
(c) written notice from Seller to Buyer if there has been a material
misrepresentation or breach by Buyer in the warranties or covenants of Buyer set forth herein.
6,2 Effect of Termination. If this Agreement is terminated in accordance with the
provisions hereof, all earnest money paid hereunder shall be immediately paid or returned to
Buyer. In the event of a wrongful termination of this Agreement by Buyer, all earnest money paid
hereunder shall be paid to or retained by Seller as liquidated damages and as Seller's sole
remedy.
6.3 Right to Proceed. If any of the conditions set forth herein have not been
satisfied, Buyer may waive its rights to have such conditions satisfied and may proceed with the
transactions contemplated hereby.
7. CONDITIONS. Each of the agreements and obligations of Buyer to be performed
hereunder by Buyer are conditional on the satisfaction of the following conditions:
7.1 Acts to be Performed. Each of the agreements and obligations of Seller to be
performed hereunder by Seller on or before the Closing Date shall have been duly performed.
7.2 Warranties True at Closing. Each of the warranties of Seller set forth herein or
in any exhibit or instrument delivered pursuant hereto shall be true and correct on and as to
Closing Date.
7.3 Absence of Changes and Litigation. There shall have been no material
adverse change in the Property, and there shall not have been any occurrence, event, or set of
circumstances, which might reasonably be expected to result in any such material adverse
change before or after Closing Date. There shall be no proceeding or investigation pending or
threatened against Seller or Buyer or affecting the Property which, in the reasonable judgment of
Buyer, would make the consummation of the transactions contemplated by this Agreement
inadvisable.
7.4 Due Diligence:Site Investigation. 'Within ninety(90)days after Buyer's receipt
of the Survey(as set out in Section 4.3 herein) and the final approved Plat of Survey(as set out
in Section 5.7 herein)("Contingency Date"), Buyer shall have obtained:(i)a satisfactory outcome
to its due diligence investigation with respect to the Property; (ii)a satisfactory site investigation
verifying Seller's warranties with respect to the Property; (iii) a satisfactory outcome to its soil,
boring and environmental testing; (iv) satisfactory evidence that the Property and the
contemplated operation and use of the Property by Buyer complies with all applicable laws; and
(v) determination within Buyer's sole discretion, that the Property is economically viable for
Buyer's intended development and use of the Property.
7.5 Instruments of Transfer. At least seven (7) days prior to Closing, Seller shall
have delivered to Buyer for review and approval, drafts of such instrument or instruments of
transfer and conveyance regarding the Property of the nature hereinbefore specified. Once
reviewed and approved by Buyer, all original signed documents shall be deposited with the Title
Company to be held in trust until the Closing Date.
7.6 Survey. On or before the Contingency Date, Buyer shall have reviewed and
approved of the Survey as set out in Section 4.3 hereof.
7.7 Final Title Commitment. On or before the Closing Date, Buyer shall have
received and approved the Final Title Commitment as set out in Section 4.2 herein.
7.8 Plat of Survey/Final Updated Abstract. Seller shall have recorded the Plat of
Survey no later than ten (10) days after the Contingency Date, as set out in Section 5.7 herein
and shall have provided to Buyer the Final Updated Abstract no later than ten (10)days after the
recordation of the Plat of Survey, as set out in Section 4.2 herein.
Buyer may acknowledge satisfaction or waiver of any of the foregoing conditions,only
by delivering written notice of satisfaction or waiver to Seller on or before the Contingency Date.
If Buyer does not acknowledge in writing the satisfaction of one or more of the foregoing
conditions (or otherwise waive the same in writing)on or before the Contingency Date, then this
Agreement shall automatically be deemed to be null and void, without action required of either
party,the Earnest Money(and all interest)shall be returned to Buyer, and Buyer and Seller shall
thereafter be released from any liability or obligation hereunder.
Notwithstanding anything contained herein to the contrary, it shall be a condition of
Buyer's obligation to close this transaction that (i) the representations and warranties made by
Seller in Section 4 shall be correct as of the Closing Date with the same force and effect as if such
representations were made at such time; (ii) Seller shall have complied with all of the terms and
conditions contained in this Agreement; and(iii)the status and marketability of title shall have been
established to Buyer's satisfaction in accordance with this Agreement.
8. NOTICES. Any notice required or permitted hereunder shall be in writing and shall be
considered delivered in all respects when it has been delivered by hand or mailed via UPS
Overnight Mail to Buyer or to Seller at their respective address first above written, or
electronically via e-mail to Seller at noel.anderson@waterloo-ia.org or to Buyer at
DConnely(a�kwiktrip.com with a copy to JLong(a,kwiktrip.com.
9. BROKERAGE. Seller and Buyer respectively warrant to each other that no person
provided services as a broker or finder with respect to the transaction contemplated hereby.
10. MISCELLANEOUS. This Agreement contains the entire agreement between the
parties with respect to the transactions contemplated herein, and shall be binding upon the
parties and their respective heirs, successors and assigns. There are no agreements or
understandings between the parties other than those set forth herein or in a written instrument
executed simultaneously herewith. This Agreement may be amended and any of the provisions
hereof may be waived, only by a written instrument executed on behalf of all of the parties or, in
the case of a waiver, by the party waiving compliance. The failure of any party at any time or
times to require performance of any provision of this Agreement shall in no manner affect the
right to enforce that provision or any other provision hereof at any time thereafter. Time is
deemed to be of the essence with respect to all of the provisions hereof.
Executed as of S&{� �t� ,it ;-)-, , 2022.
BUYER:
KWIK TRIP, INC.
By:
Its: tiJrCt- t'rft-. tit)ty€ tt __,I(.t:k .r.t ittz.,.
Accepted as of November 21 2022, and Seller acknowledges that upon such acceptance
this Offer shall constitute an agreement for the purchase and sale of the Property on the
foregoing terms and conditions.
SELLER:
CITY OF WATERLOO
azercluz 9-tar(
By:
Mayor
Its:
EXHIBIT A
PROPERTY
A portion of an unassigned parcel of property located at:
2122 West Ridgeway Avenue
Waterloo, Iowa
(A portion of Parcel No. 891332476017)
See attached depiction and the Black Hawk County Parcel Information Sheets related to the
Property
The legal description shall be created upon the recording of the Plat of Survey (as set out in
Section 5.7 herein) and shall be mutually agreeable between Buyer and Seller
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Collector Parcel Number District Year Type
Black Hawk,IA 891332476017 940001 2021 Real Estate
Last Updated 8/9/2022
Owner Owner Address Property Address
CITY OF WATERLOO 715 MULBERRY ST
WATERLOO,IA 50703 WATERLOO,IA
Map
Legal Description
BROCK THIRD ADDITION LOT 3
First Installment
Base Due 0.00 Interest Begins 10/01/2022
Net 0.00
Total Due 0.00
Second Installment
Base Due 0.00 Interest Begins 04/01/2023
Net 0.00
Total Due 0.00
Totals
Base Due 0.00
Net 0.00
Total Due 0.00
Web Payments
17:
Beacon Black Hawk County, IA
Summary
Parcel ID 891332476017
Alternate ID
Property Address N/A
SeclTWp/Rng N/A .
Brief Tax Description BROCKTHIRDADDITION LOT3
(Note:Not to be used on legal documents)
Deed Book/Page 2020-008216(11/112019)
Contract Book/Page
Gross Acres 0.00
Net Acres 0.00
AdjustedCSRPts 0
Class C-Commerdal
(Note:This is for assessment purposes only.Not to be used for zoning.)
District 940001-WATERLOO CITY/WATERLOO SCH
School District WATERLOO COMMUNITYSCHOOLS
Neighborhood
Neighborhood PDF 13 LAND WA-W
Owner information
Deed Mall To
�! YOFWATERLOO
715 MULBERRYST 715 MULBERRYST
WATERLOO IA 50703 WATERLOO IA 50703
Show Deed/Contract
Land
Lot Area 10,65 Acres;463,9145F
(Note:Land sizes used for assessment purposes only.This is not a survey of the property)
Permits
Permit,/ Date Description Amount
FC 01/17/2020 Platters Price 0
Valuation
2022 2021 2020
Classification Commercial Commercial E
+ Assessed Land Value $163,340 $163,340 $163,340
+ Assessed Building Value $0 $0 $0
+ Assessed Dwelling Value $0 $0 $0
Gross Assessed Value $163,340 3163,340 $163,340
- Exempt Value ($163,340) (S163,340) ($163,340)
Net Assessed Value $0 $0 $0
Exemptions
Code Description Amount
E86 CITY PROPERTY 163,340
Taxation
2020
Pay 2021-2022
+ Taxable Land Value $0
+ Taxable Building Value $0
+ Taxable Dwelling Value $0
▪ Gross Taxable Value ;0
- MilitaryCredit $0
• Net Taxable Value $0
x Levy Rate(per$1000 of value) 40.15223
• Gross Taxes Due $0.00
Ag Land Credit $0.00
• Family Farm Credit $0.00
•
• Homestead Credit $0.00
• Disabled and Senior Citizens Credit $0,00
• Business Property Credit $0.00
Net Taxes Due 50,00
Tax History
Year Due Date Amount Paid Date Pald Receipt
2020 March2022 $0 No 325885
September2021 $0 No
Pay Property Taxes
Click hereto pasprocrty taxes for this parcel.
Polling Location
View Polling Location
Recent Sales In Area
Sale date range:
From:
i 08/10/2019
To:
08/10/2022
Sales by Neighborhood
Sales by Subdivision
1500
Feet V
Sales by Distance
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OFFER TO PURCHASE
Kwik Trip, Inc., a Wisconsin corporation, with offices located at 1626 Oak Street,
La Crosse, Wisconsin 54603 or its assigns ("Buyer") offers to purchase from the City of Waterloo,
an Iowa municipality, with offices located at 715 Mulberry Street, Waterloo, Iowa 50703 ("Seller")
a portion of an unassigned parcel of property located at 2122 West Ridgeway Avenue, Waterloo,
Iowa (a portion of Parcel No. 891332476017) as generally described and depicted on attached
Exhibit A (the legal description of which shall be verified by an ALTA survey to be commissioned
by Buyer), together with easements, access rights, and privileges appurtenant thereto, and
rights, title and interest in and to any land lying in the bed of any adjoining road or alley
("Property"), on the following terms and conditions.
Earnest money of Five Thousand and 00/100 Dollars ($5,000.00) shall be tendered within
ten (10) days from acceptance of this Offer. All earnest money paid shall be held in the trust
account of Tri-County Abstract and Title Guaranty, 12212th Avenue, St. Cloud, Minnesota 56303
("Title Company") and shall be applied toward payment of the purchase price. If this Offer is not
accepted on or before September 3O —2O22, this Offer shall become null and void.
NoVQ.maBi- 3d1 2-022
Upon acceptance of this Offer by Seller and Buyer, this Offer shall constitute an agreement
for the purchase and sale of the Property ("Agreement') on the following terms and conditions:
1. PURCHASE AND SALE OF PROPERTY.
1.1 Property. Seller will validly sell and deliver to Buyer, by general warranty deed,
free and clear of all defects, liens and encumbrances, except for current taxes not yet delinquent,
and Buyer will accept and acquire at Closing, the Property.
1.2 Purchase Price for Property.
(a) Amount and Payment. The purchase price for the Property shall be
Fifty Thousand and 00/100 Dollars ($50,000.00) ("Purchase Price'), which shall be payable to
the Title Company, less earnest money and other closing adjustments, at Closing via wire
transfer.
(b) Closing Adjustments.
(i) Real estate taxes shall be prorated as of the Closing Date; and
(ii) All utility charges, if any for the Property shall be metered as of
the Closing Date and paid by Seller on or immediately after the Closing Date without the
requirement of proration. Utility charges which cannot be so metered shall be prorated on the
basis of the last period for which a statement is available.
1.3. Personal Property. There is no personal property included in the sale.
2. WARRANTIES OF SELLER. Seller warrants to Buyer and agrees that:
2.1 Compliance. Seller will comply with all applicable laws as may be required for
the valid and effective transfer of the Property to Buyer.
2.2 Absence of Consents, Liabilities and Litigation. No consent or authorization is
required for the consummation by Seller of the transactions contemplated hereby. There is no
lease, agreement mortgage, financing statement, secunty agreement or other instrument to
which Seller is a party and by which the Property is subject or bound. There is no liability, order,
judgment, stipulation, consent decree or obligation of any kind whatsoever to which the Property
will be subject following consummation of the transactions contemplated hereby. There is no
legal proceeding or investigation pending or threatened against Seller or the Property, which
could materially and adversely affect it, nor has Seller committed any act which could give rise to
any such legal proceeding or investigation.
2.3 Property.
(a) Title. Seller will have, as of the Closing Date, good and marketable title
to and undisputed possession of the Property. Seller's title will be as of Closing Date free and
clear of all defects, liens, and encumbrances not approved by Buyer in writing.
(b) Quantity. The Property consists of approximately 1.377 acres, all of
which is located outside of adjacent streets.
(c) Condition. There are no underground storage tanks or wells located on
the Property. There is no solid waste located on the Property.
2.4 Warranties True at Closing; Survival of Warranties. Each of the warranties of
Seller set forth herein or in any exhibit or instrument delivered pursuant hereto shall be true and
correct on the Closing Date as if made again on and as of the Closing Date, shall be effective
regardless of any investigation that may have been or may be made by or on behalf of Buyer,
and shall survive the Closing Date.
3. CLOSING DATE. Closing shall take place sixty (60) days after the Contingency Date
(as hereinafter defined in Section 7.4), or at such other time as shall be mutually agreed upon.
The date and event of closing are, respectively, herein referred to as "Closing Date" and
'Closing". Closing shall be held via mail through the Title Company or such other place as shall
be mutually agreed upon.
4. COVENANTS OF SELLER.
4.1 Conduct Pending Closing Date. Seller agrees to provide Buyer with full access
to examine the Property.
4.2 Title Insurance. Within fifteen (15) days after acceptance of this Offer, Seller
shall provide Buyer with updated abstract(s) of the Property ('Initial Updated Abstract"). Upon
Buyer's receipt of the Initial Updated Abstract, Buyer shall obtain a commitment to issue an ALTA
Form 2016 owners title insurance policy in the amount of the Purchase Price ("Initial Title
Commitment"). Within ten (10) days after the Plat of Survey (as hereinafter defined in Section
5.7) is recorded, Seller shall provide to Buyer a final updated abstract (Final Updated Abstract")
Upon Buyer's receipt of the Final Updated Abstract, Buyer shall obtain a further updated Title
Commitment ("Final Title Commitment"). All expense incurred in obtaining the Initial Updated
Abstract, Initial Title Commitment, Final Title Commitment and in paying the premium charge for
the final title policy shall be paid by Buyer. All expense incurred in obtaining the Final Updated
Abstract shall be paid by Seller The Final Title Commitment shall show good and marketable
title to the Property in Seller subject only to exceptions or encumbrances acceptable to Buyer.
Should Buyer notify Seller in writing of any title matters (exceptions to title or exclusions from
title) not acceptable to Buyer (' Title Defect"), Seller shall utilize its best efforts to correct such
Title Defect(s). Seller shall have fifteen (15) days from delivery of Buyer's notice to have such
Title Defect(s) removed from the Final Title Commitment and/or to have the Title Company
commit to insure against any loss or damage which may arise or result from such Title Defect(s),
and in such event, Closing shall be forty-five (45) days after delivery of Buyer's notice or the
Closing Date, whichever is later. If Seller is unable to correct such Title Defect(s) within the
appropriate fifteen (15) day period, Buyer may (i) terminate this Agreement by written notice to
Seller, and in such event, receive a refund of its earnest money; or (ii) waive any defect in title,
and in such event, proceed to closing the transaction contemplated by this Agreement.
4.3 Survey; Certification.
(a) Seller will provide Buyer with all surveys of the Property in its
possession. Upon Buyer's receipt of the Initial Title Commitment (as defined in Section 4.2
herein) Buyer shall order an updated survey of the Property ("Survey"), and Seller agrees to
cooperate with Buyer in obtaining the Survey All expenses incurred in obtaining the Survey shall
be paid by Buyer. The Survey shall be prepared in accordance with the Minimum Standard
Detail Requirements for Land Title Surveys as adopted by the American Land Title Association
and the National Society of Professional Surveyors effective February 23, 2021, and shall include
a proper and complete legal description of such Property and shall show: (i) external boundaries
of such Property and the length and direction of each dimension; (ii) access to and names of the
nearest or adjacent public roads; (iii) the locations of all recorded easements; (iv) the locations of
any flood plains; (v) the legal description and street address of such Property and the number of
square feet within such property; (vi) setback requirements; (vii) physical encroachments onto
such Property and from such Property onto adjacent property; (viu) the locations of monuments
at corners; (ix) the locations of all improvements; (x) the locations of all utilities and if they have
not been extended to the boundary of such Property, the nearest point from which they could be
extended to such Property; (xi) the locations of all concrete pads stand pipes, vent pipes and
filler pipes; (xii) the topography of the Property at two foot intervals; and (xiii) other information
necessary or required by the Title Company to remove the "survey" exception in the Final Title
Commitment;
(b) The Survey shall contain a certification by the surveyor to Buyer and all
those who may purchase, take a mortgage on or insure title to the Property described therein
within one (1) year from the date of the Survey that (i) the information, courses, and distances
shown are correct, (u) the title Imes and lines of actual possession are the same, (ill) the size,
location and type of buildings and improvements are as shown and all are within the boundary
lines and applicable setback Imes of such Property, (iv) there are no violations of zoning
ordinances or restrictions with reference to the location, size or height of said buildings and
improvements, (v) there are no easements or uses affecting such Property appearing from a
careful inspection of the same, other than as shown on the Final Title Commitment described in
Section 4.2 hereof and depicted thereon, (vi) there are no encroachments affecting such
Property except as shown on the Survey, and (vu) no part of such Property lies within a flood
zone designation (with proper annotation based on federal Flood Insurance Rate Maps or the
state or local equivalent, by scaled map location and graphic plotting only).
4.4 Transfer Fees. Seller shall be responsible for and shall pay all state transfer
fees and/or deed taxes imposed with respect to the transfer of the Property to Buyer.
4.5 Nonforeiqn Affidavit. Seller shall deliver to the Title Company, at Closing,
Seller's affidavit that Seller is not a foreign person, foreign corporation, foreign partnership,
foreign trust or foreign estate (as those terms are defined in and in accordance with the Internal
Revenue Code of 1986, as amended, and the applicable regulations promulgated thereunder)
4.6 Further Instruments. On Closing Date, or thereafter if necessary, Seller shall,
without cost or expense to Buyer execute and deliver to or cause to be executed and delivered
to the Title Company such further instruments of transfer and conveyance as Buyer may
reasonably request, and take such other action as Buyer may reasonably require to carry out
more effectively the sale and transfer of the Property contemplated by this Agreement and to
protect the right, title and interest of Buyer in and enjoyment by Buyer of the Property.
5. MUTUAL COVENANTS AND WARRANTIES
5.1 Special Assessments. Special assessments, if any, for work on the site of the
Property commenced and any areawide assessments or charges for work plans adopted prior to
or on Closing Date shall be paid by Seller Special assessments, if any, for work on such site of
the Property commenced after Closing Date, shall be paid by Buyer. Seller shall pay any
agricultural penalty/back taxes on the Property which are due and payable through the Closing
Date.
5.2 Eminent Domain. If all or any portion of the Property or points of access
thereto are condemned by public or quasi -public authority prior to Closing Seller immediately
shall notify Buyer thereof and of the portion of the Property which shall have been condemned.
Buyer may, in its sole discretion, terminate this Agreement without any liability by written notice
to Seller within fifteen (15) days following notice of such condemnation.
5.3 Binding Obligation. Seller warrants to Buyer and Buyer warrants to Seller that
this Agreement constitutes its valid and legally binding obligation enforceable against it in
accordance with the provisions hereof.
5.4 Zoning. If the Property is not zoned for Buyer's intended development and
use of the Property at the time of Seller's acceptance of the Offer, Buyer will after such
acceptance, file an application to have the Property so zoned. All reasonable expense incurred
in filing and processing such application for rezoning shall be paid by Buyer.
5.5 Specific Performance. Buyer shall have the right to specific performance, upon
tender of payment by Buyer, of each of the agreements and obligations of Seller to be performed
hereunder by Seller, in addition to all other remedies Buyer may have at law or in equity.
5.6 Property Testing. Buyer, at Buyer's expense, may enter upon the Property to
conduct such tests and make such examinations, including soil, boring and environmental tests,
as Buyer deems necessary. in the event the results of tests or examinations conducted by Buyer
or Buyer's representative(s) do not verify that there is no accumulation in or about the Property or
adjacent groundwater of petroleum PCBs or any hazardous waste or toxic pollutant,
contaminant or other substance regulated by any state or federal statute including Solid Waste
Disposal Act, as amended, the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended (42 U.S C. Sec. 9601), the Resource Conservation and
Recovery Act (42 U.S.C. Sec. 6901) or the Toxic Substance Control Act (15 U.S.C. Sec. 2604) or
by any other statute, rule, regulation or order of any governmental agency having jurisdiction
over the control of such substances or wastes, or other substances of public health concern, or if
Seller acknowledges that the Property is contaminated by any such waste or substances, Buyer
may in its sole discretion, terminate this Agreement.
5.7 Plat of Survey. Upon Buyer's receipt of the Survey (as set out in Section 4.3
herein), Buyer shall at Buyer's sole cost and expense, commission a plat of survey, which shall
create the Property ("Plat of Survey"). Buyer shall provide to Seller for review and approval, the
preliminary Plat of Survey. No later than ten (10) days after the Contingency Date, Seller shall
record the Plat of Survey and shall provide to Buyer the Final Updated Abstract (as set out in
Section 4.2 herein) no later than ten (10) days after the Plat of Survey has been recorded.
6, TERMINATION OF AGREEMENT.
6.1 Causes. This Agreement, unless sooner terminated in accordance with the
provisions hereof, may be terminated prior to Closing by:
(a) mutual consent of the parties;
(b) written notice from Buyer to Seller, if there has been a material
misrepresentation or breach by Seller in the warranties or covenants of Seller set forth herein, or
if any of the conditions set forth herein have not been satisfied or waived by Buyer in writing or
Closing has not occurred by the Closing Date or the date of such notice, whichever is later; or
(c) written notice from Seller to Buyer if there has been a material
misrepresentation or breach by Buyer in the warranties or covenants of Buyer set forth herein
6.2 Effect of Termination. If this Agreement is terminated in accordance with the
provisions hereof, all earnest money paid hereunder shall be immediately paid or returned to
Buyer. In the event of a wrongful termination of this Agreement by Buyer, all earnest money paid
hereunder shall be paid to or retained by Seller as liquidated damages and as Seller's sole
remedy.
6.3 Right to Proceed. If any of the conditions set forth herein have not been
satisfied, Buyer may waive its rights to have such conditions satisfied and may proceed with the
transactions contemplated hereby.
7. CONDITIONS. Each of the agreements and obligations of Buyer to be performed
hereunder by Buyer are conditional on the satisfaction of the following conditions:
7.1 Acts to be Performed. Each of the agreements and obligations of Seller to be
performed hereunder by Seller on or before the Closing Date shall have been duly performed.
7.2 Warranties True at Closing. Each of the warranties of Seller set forth herein or
in any exhibit or instrument delivered pursuant hereto shall be true and correct on and as to
Closing Date.
7.3 Absence of Changes and Litigation. There shall have been no material
adverse change in the Property, and there shall not have been any occurrence, event, or set of
circumstances, which might reasonably be expected to result in any such material adverse
change before or after Closing Date. There shall be no proceeding or investigation pending or
threatened against Seller or Buyer or affecting the Property which, in the reasonable judgment of
Buyer, would make the consummation of the transactions contemplated by this Agreement
inadvisable.
7.4 Due Diligence: Site Investigation. Within ninety (90) days after Buyer's receipt
of the Survey (as set out in Section 4.3 herein) and the final approved Plat of Survey (as set out
in Section 5.7 herein) ("Contingency Date"), Buyer shall have obtained: (i) a satisfactory outcome
to its due diligence investigation with respect to the Property; (ii) a satisfactory site investigation
verifying Seller's warranties with respect to the Property; (in) a satisfactory outcome to its soil,
boring and environmental testing; (iv) satisfactory evidence that the Property and the
contemplated operation and use of the Property by Buyer complies with all applicable laws; and
(v) determination within Buyer's sole discretion, that the Property is economically viable for
Buyer's intended development and use of the Property.
7.5 Instruments of Transfer. At least seven (7) days prior to Closing, Seller shall
have delivered to Buyer for review and approval, drafts of such instrument or instruments of
transfer and conveyance regarding the Property of the nature hereinbefore specified. Once
reviewed and approved by Buyer, all original signed documents shall be deposited with the Title
Company to be held in trust until the Closing Date.
7.6 Survey. On or before the Contingency Date, Buyer shall have reviewed and
approved of the Survey as set out in Section 4.3 hereof.
7.7 Final Title Commitment. On or before the Closing Date, Buyer shall have
received and approved the Final Title Commitment as set out in Section 4.2 herein.
7.8 Plat of Survey/Final Updated Abstract. Seller shall have recorded the Plat of
Survey no later than ten (10) days after the Contingency Date, as set out in Section 5.7 herein
and shall have provided to Buyer the Final Updated Abstract no later than ten (10) days after the
recordation of the Plat of Survey, as set out in Section 4.2 herein.
Buyer may acknowledge satisfaction or waiver of any of the foregoing conditions, only
by delivering written notice of satisfaction or waiver to Seller on or before the Contingency Date
If Buyer does not acknowledge in writing the satisfaction of one or more of the foregoing
conditions (or otherwise waive the same in writing) on or before the Contingency Date, then this
Agreement shall automatically be deemed to be null and void, without action required of either
party, the Earnest Money (and all interest) shall be returned to Buyer, and Buyer and Seller shall
thereafter be released from any liability or obligation hereunder.
Notwithstanding anything contained herein to the contrary, it shall be a condition of
Buyer's obligation to close this transaction that (i) the representations and warranties made by
Seller in Section 4 shall be correct as of the Closing Date with the same force and effect as if such
representations were made at such time; (ii) Seller shall have complied with all of the terms and
conditions contained in this Agreement; and (iii) the status and marketability of title shall have been
established to Buyer's satisfaction in accordance with this Agreement.
8. NOTICES. Any notice required or permitted hereunder shall be in writing and shall be
considered delivered in all respects when it has been delivered by hand or mailed via UPS
Overnight Mail to Buyer or to Seller at their respective address first above written, or
electronically via e-mail to Seller at noel.anderson dwaterloo-ia.org or to Buyer at
DConnelyAkwiktrip.com with a copy to JLonq@kwiktrip.com.
9. BROKERAGE Seller and Buyer respectively warrant to each other that no person
provided services as a broker or finder with respect to the transaction contemplated hereby.
10. MISCELLANEOUS. This Agreement contains the entire agreement between the
parties with respect to the transactions contemplated herein, and shall be binding upon the
parties and their respective heirs, successors and assigns. There are no agreements or
understandings between the parties other than those set forth herein or in a written instrument
executed simultaneously herewith. This Agreement may be amended and any of the provisions
hereof may be waived, only by a written instrument executed on behalf of all of the parties or, in
the case of a waiver, by the party waiving compliance. The failure of any party at any time or
times to require performance of any provision of this Agreement shall in no manner affect the
right to enforce that provision or any other provision hereof at any time thereafter. Time is
deemed to be of the essence with respect to all of the provisions hereof.
Executed as of -uric3F , 2022.
BUYER:
KWIK TRIP, INC.
By:
w
its: e ::o, •.►,cr- Fitt: r)r—A. h 77C �rrt�y�
Accepted as of November 21 , 2022, and Seller acknowledges that upon such acceptance
this Offer shall constitute an agreement for the purchase and sale of the Property on the
foregoing terms and conditions.
SELLER:
CITY OF WATERLOO
By:
Its:
QuertEuz �(rirE
Mayor
EXHIBIT A
PROPERTY
A portion of an unassigned parcel of property located at:
2122 West Ridgeway Avenue
Waterloo, Iowa
(A portion of Parcel No. 891332476017)
See attached depiction and the Black Hawk County Parcel Information Sheets related to the
Property
The legal description shall be created upon the recording of the Plat of Survey (as set out in
Section 5.7 herein) and shall be mutually agreeable between Buyer and Seller
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Collector
Black Hawk, IA
Last Updated 8/9/2022
Parcel Number District
Year Type
891332476017 940001 2021 Real Estate
Owner
Owner Address
Property Address
CITY OF WATERLOO 715 MULBERRY ST
WATERLOO, IA 50703 WATERLOO, IA
Map
Legal Description
BROCK THIRD ADDITION LOT 3
First Installment
Base Due 0.00 Interest Begins 10/01/2022
Net 0.00
Total Due 0.00
Second Installment
Base Due 0.00 Interest Begins 04/01/2023
Net 0.00
Total Due 0.00
Totals
Base Due 0.00
Net 0.00
Total Due 0.00
Web Payments
Beacon Black Hawk County, IA
Summary
Parcel ID
Alternate ID
Property Address
Sec/Twp/Rng
Brief Tax Description
Deed Book/Page
Contract Book/Page
Gross Acres
Net Acres
Adjusted CSR Pts
Class
District
School District
891332476017
N/A
N/A
BROCKTHIRDADDITION LOT3
(Note: Not to be used on legal documents)
2020-008216 (11/1/20191
0.00
0.00
0
C - Commercial
(Note: This is for assessment purposes only. Not to be used for zoning.)
940001- WATERLOO CITY/WATERLOO SCH
WATERLOO COMMUNITY SCHOOLS
Neighborhood
Neighborhood PDF 13 LAND WA-W
Owner information
Deed
CITY OF WATERLOO
715 MULBERRYST
WATERLOO IA 50703
Show Deed/Contract
Show Deed/Contract
Land
Lot Area 10.65 Acres ; 463,914 SF
(Note: Land sizes used for assessment purposes only. This is not a survey of the property)
Permits
Permitf
FC
Valuation
Classification
+ Assessed Land Value
+ AssessedBuildingValue
+ Assessed DwellingValue
Gross Assessed Value
Exempt Value
Net Assessed Value
Exemptions
Code
E86
Taxation
Description
CITY PROPERTY
+ Taxable Land Value
+ Taxable Building Value
+ Taxable Dwelling Value
Gross Taxable Value
Military Credit
Net Taxable Value
x Levy Rate (per $1000 of value)
a Gross Taxes Due
• Ag Land Credit
• Family Farm Credit
Date
01/17/2020
Amount
163,340
Mail To
CITY OF WATERLOO
715 MULBERRYST
WATERLOO IA 50703
Description
Platters Price
2022
Commercial
$163,340
$o
$0
$163,340
($163,340)
$o
2021
Commercial
$163,340
$o
$0
$163,340
($163,340)
$o
Amount
0
2020
E
$163,340
so
$0
$163,340
($163,340)
$o
2020
Pay 2021-2022
$0
$0
$0
$0
$0
$o
40.15223
$0.00
$0.00
$0.00
Homestead Credit
Disabled and Senior Citizens Credit
Business Property Credit
Net Taxes Due
Tax History
Year Due Date Amount Paid
2020 March2022 $0 No
September2021 $0 No
Pay Property Taxes
Click here to patproperty taxes for this parcel
Polling Location
•
View Polling Location J
Recent Sales In Area
Sale date range:
From:
08/10/2019
To:
08/10/2022
Sales by Neighborhood
Sales by Subdivision
1500
Feet
v
Sales by Distance
Date Pald
$0,00
$0.00
$0.00
$0.00
Receipt
325885
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