HomeMy WebLinkAboutJipson Enterprises, LLC - Acquisition Contract - 4.17.2023ACQUISITION CONTRACT
Project Parcel No. 2
PROJECT South Street and W 9th Street Roundabout Construction
THIS ACQUISITION CONTRACT (the "Contract") is made and entered into as of
R�Q r( , 2023 by and between Jipson Enterprises LLC ("Seller"), and City
of Waterloo, Iowa, ("Buyer").
1. Seller agrees to sell to Buyer, and Buyer agrees to buy, the following real estate and/or
easement interests (the "Property"), described as: See plats and legal descriptions
attached as Exhibit "A", City of Waterloo, State of Iowa, which includes any buildings,
improvements and other fixtures thereon.
The Property also includes, if applicable, all estates, rights, title and interests, including all
easements, and all advertising devices and the right to erect such devices as are located
thereon.
2. Possession of the Property is the essence of this Contract, and Buyer may enter and
assume full use and enjoyment of the premises per the terms of this Contract. Seller
hereby grants Buyer the immediate right of access and entry to the Property for project
purposes, including but not limited to gathering survey and soil data. Seller may surrender
possession of the Property or any part thereof prior to the time at which it has hereinafter
agreed to do so, and agrees to give Buyer ten (10) days notice of Seller's intention to do
so by calling Buyer at (319) 291-4366.
3. The Purchase Price shall be $1,000.00. Of the Purchase Price, $100.00 is on deposit with
the law office of Clark, Butler, Walsh & Hamann, 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If this Contract is not accepted by Seller or if it is rescinded by Buyer for failure of title or
any other reason provided for in this Contract, then the earnest money shall be returned
to Buyer. Any other release of earnest money shall require the written consent of both
parties. In addition to the Purchase Price, if Seller is eligible for relocation expenses then it
shall also receive relocation housing costs.
4. Possession of the Property shall be delivered to Buyer at closing, which shall occur on
or before , 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. No
later than the closing date, Seller shall remove from the Property all of its personal
property, trash, and debris of any type that is not a structure or a fixture. Within said
time Seller shall also remove all hazardous materials and/or substances from the
Property on or above the ground surface, including but not limited to barrels, cans, or
bottles of any kind. Costs incurred by Buyer to remove any items left behind by Seller
shall be set off against moving costs and/or other expenses that Buyer agrees to
reimburse to Seller under this Contract.
5. Seller warrants that there are no tenants on the Property holding under a lease except:
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6. This Contract shall apply fo and bind the legal successors in interest of the Seller, and Seller
agrees to pay all encumbrances, claims, liens and assessments against the Property,
including all taxes and special assessments
7 and agrees to warrant merchantable title.
Names and addresses of lienholders are:
(a) Black Hawk County, Iowa, for taxes. lb) Unknown until completion of abstract
continuation
7. Buyer may include mortgagees, lienholders, encumbrances and taxing authorities as
payees on warrants as contract payment. Seller will furnish and deliver to Buyer an
abstract of Title continued by Black Hawk County Abstract Company to a date within
thirty (30) days before the closing date, showing merchantable title to the Property in
Seller in conformity with this Contract, Iowa law, and title standards of the Iowa State Bar
Association. Buyer agrees to pay the cost of abstract continuation, or creation, as
necessary. Seller agrees to obtain court approval of this Contract, if requested by the
Buyer, If title to the Property becomes an asset of any estate, trust, conservatorship or
guardianship. Seller agrees to pay court approval costs and all other costs necessary to
transfer the Properly to the Buyer. Seller shall convey the Property to Buyer by warranty
deed, free and clear of all liens, restrictions, and encumbrances except as provided in
this Contract.
8. RESERVED
9. If the Seller holds title to the Properly in joint tenancy with full rights of survivorship and not
cis tenants in common at the time of This Contract, Buyer will pay any remaining proceeds
to the survivor of that joint tenancy and will accept title solely from that survivor, provided
the joint tenancy has not been destroyed by operation of law or acts of the Seller.
10. Seller agrees to keep property hazard insurance coverage in force in a minimum
amount equal to the Purchase Price, payable to all parties as their interests may appear,
from the date of this Contract until delivery of the deed and possession. Buyer shall notify
al( insurance companies of this Contract. In case of loss or destruction of part or all of
the Property from causes covered by the insurance, Seller agrees to accept the lump
sum payment and to endorse the proceeds of any such insurance recovery to the Buyer.
Seller hereby assigns the proceeds of any such insurance recovery to the Buyer, and
Seller hereby assigns to Buyer any and all of Seller's rights under such insurance contract.
11. The Seller has agreed to sell the Property to the Buyer. Seller acknowledges if it fails to
complete its duties of performance under this Contract, Buyer may exercise ifs power of
eminent domain to acquire the Property, provided that the Property is deemed essential
by the City Council to keep the project moving forward, or Buyer may exercise other
remedies available under applicable law. Buyer agrees to cooperate with Seller, at
Seller's request and at no additional cost to Buyer, to have this transaction qualify as an
involuntary conversion pursuant fo § 1033 of the Internal Revenue Code.
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12. This Contract shall become effective only upon the occurrence of each of the following
two events: (a) acceptance and approval of the Contract by the City Council of the
City of Waterloo, and (b) the environmental clearance of the Property in accordance
with Phase I site assessment and recommended subsequent activities if the Buyer
chooses to perform a Phase I. In supplementation of the Phase I, Seller agrees, no later
than one week after the date of approval of the City Council, to disclose to Buyer all
contamination of the Property by hazardous wastes and/or substances of which Seller
has knowledge.
13. This Contract, together with the exhibits and attachments attached hereto, constitutes
the entire agreement between Buyer and Seller, and there is no agreement to do or not
to do any act or deed except as specifically provided herein. This Contract may be
modified only in a writing signed by both parties. Time is of the essence of this Contract.
WHEREFORE, the parties have entered into this Acquisition Contract as of the date first set
forth above.
By:
As: Ow r
for Jipson Enterprises LLC
W-9 Form needed
SSN or EIN
SELLER'S ACKNOWLEDGMENT:
STATE OF Sor
5k .a_1 a.t.DI[-County: ss: /
Acknowledged before me on Ka -re—+" , 2023, by
(9(.4,19c for Jipson Enterprises LLC.
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° COMMISSION NO. 811963
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L5 Z IS
APPROV
ED BY:
City Planning Staff
Notary Public
'(A(
(Date)
APPROVED BY: a-A—Q.A/Q'dC-t-1-' ATTEST:
(Mayor)
DATE APPROVED:
BUYER'S ACKNOWLEDGMENT:
STATE OF IOWA, BLACK HAWKCOUNTY, ss:
Acknowledged before me on
(Ci Clerk)
, 2022, by Quentin Hart and Kelley Felchle as
Mayor and City Clerk, respectively, of te City of Waterloo, Iowa.
BRITNI C PERKINS
COMMISSION NO. 845529
MY COMMISSION EXPIRES
JANUARY 27, 2026
A; ftAL`
Index Legend
PREL
Location
Description:
Lot 1, J.B. Shanewise Plat
City of Waterloo, Iowa
Requestor:
Proprietor:
Surveyor:
Jamie Knutson, City of Waterloo
Surveyor
Company:
Return To:
SLS Management LLC
William W. Castle
City of Waterloo Engineering Department
715 Mulberry Street, Waterloo, IA 50703
715 Mulberry St, Waterloo, IA 50703 291-4312
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0,
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m
(5.00')
(S 40°52'15" W)
POC
Right -of -Way Acquisition Plat
Lot 1, J.B. Shanewise Plat
City of Waterloo, Black Hawk County, Iowa
LOT2
J.B. SHANEWISE PLAT
88.45'
LOT 1
J.B. SHANEWISE PLAT
(7.07')
(S 04°07'45" E)
88.45'
(5.00')
(S 49'07'45" E)
SOUTH ST
80' PUBLIC RIGHT-OF-WAY
0
0 . 20
Scale: 1 inch = 20 feet
Right -of -Way Acquisition Description:
That part of Lot 1, J.B. Shanewise Plat, City of Waterloo, City of Waterloo, Black Hawk County, State of Iowa, described as follows:
Beginning at the southwesterly comer of said Lot 1; thence South 49°07'45" East 5.00 feet along the southwesterly line of said Lot 1; thence North
04°07'45" West 7.07 feet to the northwesterly line of said Lot 1; thence South 40°52'15" West 5.00 feet along the northwesterly line of said Lot 1 to the
Point of Beginning, containing 12.5 square feet.
I hereby certify that this 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 under the laws of the State of Iowa.
IMINARY
William W. Castle, PLS Date
License Number 19715
My License Renewal Date is December 31, 2023.
Pages or sheets covered by this seal :
City of Waterloo Engineering Department
715 Mulberry Street, Waterloo, Iowa 50703
Phone: (319) 291-4312 Fax: (319) 291-4262
Plat Legend:
• Found Monument
O Set 5/8" 5 24" Rebar w/Blue Cap "Iowa - 19715"
® Cut "X" in concrete, found or set
MA' Record Measurement
o23.45Y Field Measurement
Survey Notes:
1. The Bearings shown on this survey are derived from GPS observations
using the Iowa State Plane Coordinate System, North Zone, NAD 83
(2011).
2 AO dimensions are in US Survey feet and decimals thereof.
Drawn By: WWC Scale:
Field Work Date: --
Date Drawn: 5-25-2022
Sheet No.
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