HomeMy WebLinkAboutAscension Luthern Church - RE Purchase Agmnt - 7.17.2023 Preparer Information: Steven D. Moore, 415 Clay St., P.O. Box 627, Cedar Falls, IA 50613, (319) 277-
6830
REAL ESTATE PURCHASE AGREEMENT
(NONRESIDENTIAL)
TO: Ascension Lutheran Church of Waterloo, Iowa("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,legally described as Parcel"M"of Plat of Survey
Doc. #2023-00013524, filed April 7, 2023, a copy of which plat of survey is attached hereto;
together with any easements and appurtenant servient estates, but subject to any restrictive
covenants, ordinances and limited access provisions of record, if any, and subject to existing
easements of record, and subject to easements not of record if any, herein referred to as the
"Property," upon the following terms and conditions:
1. PURCHASE PRICE. The Purchase Price shall be $0.00, that is, the Property shall be
donated to Buyer by Seller.
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, within 60 days after
approval of this Agreement by the Waterloo City Council, subject to prior satisfaction or waiver
of any conditions stated in this Agreement.
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. Insluded .i♦l, ♦he P«eY ert J shall be all fixtu ♦t ♦ ♦ ll b 1 .. �
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items shall not be included:
7. CONDITION OF PROPERTY. The Property as of the date of this Agreement, including
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" and makes no warranties,
expressed or implied, as to the condition of the Property.
Within 45 days after the acceptance of this Agreement, Buyer may, at its sole expense, have
the property inspected by a person or persons of its choice to determine if there are any
environmental or other deficiencies. Seller shall cooperate in providing reasonable access to
Buyer's inspectors. Within this same period, the Buyer may notify the Seller in writing of any
deficiency. The Seller shall immediately notify the Buyer in writing of what steps, if any, the
Seller will take to correct any deficiencies before closing. The Buyer shall then immediately in
writing notify the Seller that (1) such steps are acceptable, in which case this Agreement, as so
modified, shall be binding upon all parties; or(2)that such steps are not acceptable, in which case
this Agreement shall be null and void, and any earnest money shall be returned to Buyer.
8. ABSTRACT AND TITLE. Buyer, at its expense, shall obtain either an abstract of title to
the Property continued through a date that is within 30 days of the closing, or a title search of the
Property, whichever it chooses, and shall deliver it to Buyer's attorney for examination. 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, or the title search, as applicable, 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 or its assignees.
9. SURVEY. Buyer shall, at Buyer's expense, have the Property surveyed and certified by a
licensed land surveyor, and shall have the survey recorded at its expense prior to closing. 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 best of its knowledge and belief that there are no abandoned
wells, solid waste disposal sites,hazardous wastes or substances, or underground storage tanks
located on the Property, the Property does not contain levels of radon gas, asbestos, or urea-
formaldehyde foam insulation which require remediation under current governmental
standards, and Seller has done nothing to contaminate the Property with hazardous wastes or
substances. Seller warrants that the property is not subject to any local,state,or federal judicial
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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 best of its knowledge and belief, there is no active
or abandoned septic tank or septic system on the property, except as described here:
none
C. As provided in Section 7, Buyer may, at Buyer's expense, have the Property inspected
further for the existence of any hazardous materials, substances, or wastes. Seller shall
cooperate in providing reasonable access to Buyer's inspectors and engineers. If hazardous
materials, substances, or wastes are discovered on the Property, Buyer's obligation hereunder
shall be contingent upon the removal of such materials, substances, conditions or wastes or
other resolution of the matter reasonably satisfactory to Buyer. However, in the event Seller
is required to expend any sum in excess of $500 to remove any hazardous materials,
substances, conditions or wastes, Seller shall have the option to cancel this transaction and
declare this Agreement null and void. The expense of any action necessary to remove or
otherwise make safe any hazardous material, substances, conditions or waste shall be paid by
Seller, subject to Seller's right to cancel this transaction as provided above.
11. DEED. Upon payment of the Purchase Price, Seller shall convey the Property to Buyer by
warranty deed, free and clear of all liens,restrictions,and encumbrances except as provided in this
Agreement. General warranties of the title shall extend to the time of delivery of the deed,
excepting liens and encumbrances suffered or permitted by Buyer.
12. JOINT TENANCY IN PROCEEDS AND IN REAL ESTATE. If Seller, immediately
ter destroyed by o r tion of law by a its of th
111 VV11111LV1I, nra Buyer in the e ent of de„th of any Seller, agree to pay any balance of the price
consistent with Paragraph 15.
13. JOINDER BY SELLER'S SPOUSE. Seller's-spouse, if not a title 1,ol er immediately
preceding acceptance, executes this Agreement only for the purpose of relinquishing all rights of
14. STATEMENT AS TO LIENS. If Buyer intends to assume or take subject to a lien on the
Property, Seller shall furnish Buyer with a written statement prior to closing from the holder of
such lien, showing the correct balance due.
15. USE OF PURCHASE PRICE.
16. 1031 EXCHANGE. The-parties acknowledge that Seller may desire to structure a 1031
,
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no cost to Buyer, with any r usonablc request from Seller, and to execute any r sonable
documentation re ested by the exchange agent,to facilitate an exchange.
17. APPROVAL OF COURT. If the Property is an asset of any estate, trust, conservatorship,
or receivership,this Agreement shall be subject to court approval, unless declared unnecessary by
Buyer's attorney. If necessary, the appropriate fiduciary shall proceed promptly to a hearing for
court approval. In that event a court officer's deed shall be used to convey title.
18. REMEDIES OF THE PARTIES. Buyer and Seller are also entitled to utilize any and all
remedies or actions at law or in equity available to them, and the prevailing party shall also be
entitled to obtain judgment for costs and attorney fees.
19. 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: Ascension Lutheran Church
2211 Maynard Avenue
Waterloo, IA 50701
Attn: Dean Boyce
Buyer: City of Waterloo
715 Mulberry Street
Waterloo, IA 50703
Attn: Community Planning& Development Director
20. 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 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.
21. NO REAL ESTATE AGENT OR BROKER. Neither party has used the service of a real
estate agent or broker in connection with this transaction.
22. ADDITIONAL PROVISIONS.
A. Special contingency to effectiveness of Agreement. Notwithstanding any signatures below
by representatives of Buyer or Seller, this Agreement is expressly subject to approval by
the city council of Buyer and to approval by the voting members of Seller's congregation.
B. The deed to the Property shall include a condition that ownership of the Property will
revert to Seller if the Property ceases to be primarily used for storm water drainage and/or
detention purposes.
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C. Buyer agrees that the grade of the Property up to and including the grade at the North
property line of the Property shall not be changed in the future, without the express prior
written consent of Seller.
D. Buyer will place and maintain signs at the north property line of the Property to identify
the Property as property of the City of Waterloo, at Buyer's sole cost and expense.
E. The Property is subject to Drainage Easement#1, consisting of 6,955 square feet in area,
as described in Exhibit"A"to that certain Easement Agreement filed on May 24, 2021,
in Doc. #2021-00024753. The Property may be subject to Sewer Easement#2, consisting
of 5,025 square feet in area, described in Exhibit"B"to Easement Agreement filed on
May 24, 2021, in Doc. #2021-00024753.
F. Seller and Buyer mutually acknowledge and agree that Sections 22-B. through 22-I.,
inclusive, of the Real Estate Purchase Agreement dated January 19, 2021, and recorded
March 4, 2021, in Doc. #2021-00018454, contain provisions that inure to the benefit of,
and are binding upon, Buyer and Seller, and Seller and Buyer further acknowledge and
agree that nothing contained in this Agreement shall modify, or in any other way affect
the validity of, any of the provisions of Sections 22-B. through 22-I., inclusive, of the
Real Estate Purchase Agreement dated January 19, 2021, except as expressly provided
for in this Agreement.
G. The provisions of this Section 22 shall not merge into the deed delivered at closing,but
shall survive the closing. This Purchase Agreement shall be filed with the Black Hawk
County Recorder in order to place the provisions of this Section 22 of record.
23. ENTIRE AGREEMENT. This Agreement, consisting of six (6) pages, including all
attachments, 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.
24. ACCEPTANCE. Upon approval by Seller's congregation, and upon approval by Buyer's
city council, this Agreement shall become a binding contract.
Dated , 2023 Accepted by Seller , 2023
BUYER SELLER
City of Waterloo, Iowa Ascension Lutheran Church
By: lSo. ty v+�3� 171b.4( By:
Mayor Dean Boyce, President
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,
Attest: jelea...„ By:
City Clerk Kathy Gleason, Secretary
STATE OF IOWA, COUNTY OF BLACK HAWK, ss:
This record was acknowledged before me on the II day of J
2023, by Quentin Hart, Mayor, and Kelley Fetchle, City Clerk, of the City of Waterloo, Iowa.
le,^' NANCY HIGBY
COMMISSION NO788229
* * MY IS ION PIKES
O M P - �' Notary P blic ' nd e to of Iowa
STATE OF IOWA, COUNTY OF BLACK HAWK, ss:
This record was acknowledged before me on the day of ,
2023, by Dean Boyce, President, and Kathy Gleason, Secretary, of Ascension Lutheran Church
of Waterloo, Iowa.
Notary Public in and for the State of Iowa
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