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HomeMy WebLinkAboutMaria and Gerry Luster - Purchase Agreement - 2.20.2023Prepared by Christopher S. Wendland, P.O. Box 569, Waterloo, IA 50704. (319) 234-5701 AGREEMENT FOR PURCHASE RIGHTS This Agreement is entered into as of October 17, 2022 by and between City of Waterloo, Iowa ("City") and Maria and Gerry Luster (collectively, "Developer"). WHEREAS, Developer is the owner of the real property located at 1919-1921 Lafayette Street, Waterloo, Iowa, and City owns adjacent bare lots identified as parcel nos. 8912-30-157- 007 and 8912-30-157-008 (the "Property"); and WHEREAS, Developer desires to obtain, and City desires to give to Developer, a right of first refusal and an option to purchase the Property for development purposes. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises exchanged herein and for other consideration, the receipt and sufficiency of which is hereby 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 two (2) 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 Developer's commitment to construct a residential structure and related improvements on the Property. 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 development agreement. ARTICLE II RIGHT 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 14-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 as set forth in Section 1.2 above. Failure by Developer to notify City of Developer's exercise of its right shall be deemed a failure to exercise; provided, however, that if City and the prospective buyer fail to close on the transaction, Developer's right of first refusal shall continue in full force and effect and shall be subject to exercise by Developer thereafter. ARTICLE III GENERAL TERMS 3.1. Extension. The parties may mutually agree in writing to extend the Option Period for an additional eleven (11) months. The Community Planning and Development Director is hereby authorized by City to execute any instrument extending the term. 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 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. 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 fully and completely expresses the parties' rights, duties, and obligations. This Agreement 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 under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one of the foregoing means), and addressed: (a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, facsimile number 319-291-4571, Attention: Community Planning and Development Director. (b) if to Developer, at 1919 Lafayette Street, Waterloo, Iowa 50703. 3 Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, (iii) four (4) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains written electronic confirmation from the sending facsimile machine that such transmission was successful. A party may change the address for giving notice by any method set forth in this Section. 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. IN WITNESS WHEREOF, the parties have executed this Agreement for Purchase Rights as of the date first written above. [signatures on next page] 4 CITY OF WATERLOO, IOWA By: Quertlin 9lart Quentin Hart, Mayor Approved v2o/2o23 by council Attest: Kerrey fe(cliCe DEVELOPER C_Vo3;?ilc- Maria Luster a Kelley Felchle, City Clerk Gerry Luster 5 EXHIBIT "A" Legal Description of Property Parcel 8912-30-157-007: The West Forty (40) feet of Lot No. Ten (10), except the North One Hundred Seventy-six (176) feet, in "Cowin and Welstead's Plat of Out Lots", in the City of Waterloo, Iowa. Parcel 8912-30-157-008: That part of Lot No. Nine (9) in Cowin and Welstead's Plat of Out Lots, in the City of Waterloo, Iowa, described as follows: commencing at the southwest corner of said Lot; thence Southeasterly along the Southwesterly line of said Lot Seventy (70) feet to the point of beginning of the tract herein described: thence Northeasterly Seventy-five (75) feet, more or less, to a point which is Thirty-eight (38) feet normally distant West of the East line of said Lot and One Hundred Fifty-five (155) feet normally distant South of the North line of said Lot; thence East Thirty-eight (38) feet to a point on the East line of said Lot which is One Hundred Fifty-five (155) feet South of the Northeast corner of said Lot; thence South along said East line to the Southeast corner of said Lot; thence Northwesterly along the Southwesterly line of said Lot to the point of beginning.