Loading...
HomeMy WebLinkAboutCedar Valley Tech Works - Purchase Agreement (sw of 25 W Commercial St) - 12.4.2023REAL ESTATE PURCHASE AGREEMENT TO: Cedar Valley Tech Works, Inc. ("Seller") FROM: City of Waterloo, Iowa ("Buyer") Buyer hereby offers to buy, and the Seller by its acceptance agrees to sell, the real property in Waterloo, Black Hawk County, Iowa, identified as parcel 8913-23-377-008, legally described as per the abstract of title; together with any easements and appurtenant servient estates, but subject to restrictive covenants, ordinances and limited access provisions of record, if any, and to existing easements, if any, herein referred to as the "Property," upon the following terms and conditions: 1. PURCHASE PRICE. The Purchase Price shall be $59,880.00, due and payable in full at closing. 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 120 days after approval of this Agreement by the Waterloo City Council, on a date mutually agreeable to the parties, 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, if any, to the date of closing and shall bear the risk of loss or damage to the Property until 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. Included with the Property shall be all fixtures that integrally belong to, are specifically adapted to or are a part of the real estate, whether attached or detached. The following items shall not be included: 7. CONDITION OF PROPERTY. 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" and disclaims any representations or warranties, express or implied, with respect to the Property, including without limitation, any warranties of merchantability or fitness for a particular purpose, except for those representations and warranties expressly made by Seller in this Agreement. Buyer hereby releases Seller from any and all liability relating to Property, including without limitation, environmental conditions, except for liabilities arising from Seller's own affairs. Also see Section 10. 8. ABSTRACT AND TITLE. Seller shall, at its own expense, obtain an abstract of title to the Property continued through a date that is within 30 days of the closing, 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 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 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. See Exhibit "A", Exhibit "B" and Exhibit "C" attached hereto. Buyer may, at Buyer's expense, have the Property inspected further for the existence of any hazardous materials, substances, or wastes, and may have a Phase I environmental assessment completed. Seller shall cooperate in providing reasonable access to Buyer's inspectors and engineers. Seller shall provide to Buyer a copy of any report or information in Seller's possession with respect to environmental assessment, investigation, testing or remediation. If hazardous materials, substances, or wastes are discovered on the Property, Buyer's obligation hereunder shall, unless waived by Buyer, 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 $1,000 to remove any hazardous materials, substances, conditions or wastes, Seller shall have the option to cancel this transaction and refund to Buyer all earnest money paid 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. 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. 13. USE OF PURCHASE PRICE. At time of settlement, funds of the Purchase Price may be used to pay taxes and other liens and to acquire outstanding interests, if any, of others. 14. REMEDIES OF THE PARTIES. A. If Buyer fails 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 2 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 has the right to have all payments made returned to it, or 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. 15. 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: Cedar Valley Tech Works, Inc. 360 Westfield Avenue, Suite 200 Waterloo, IA 50701 Attn: President Buyer: City of Waterloo 715 Mulberry Street Waterloo, IA 50703 Attn: Community Planning & Development Director 16. 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. 17. NO REAL ESTATE AGENT OR BROKER. Neither party has used the service of a real estate agent or broker in connection with this transaction. 18. ADDITIONAL PROVISIONS. A. The parties acknowledge that Buyer is acquiring the Property for economic development purposes. Buyer's rights and duties under this Agreement are assignable to any person or entity that will further the economic development objectives contemplated by Buyer. 3 B. Special contingencies to effectiveness of Agreement. Notwithstanding any signatures below by representatives of Buyer, this Agreement is expressly subject to approval by the city council of Buyer. C. Subject to obtaining consent to transfer from USEPA and IDNR. 19. 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 20. COUNTERPARTS. This Agreement may be signed in multiple counterparts, each of which, including counterparts signed electronically or signed counterparts transmitted by electronic means, shall be deemed an original and all of which together shall constitute one and the same instrument. 21. ACCEPTANCE. When accepted, this Agreement shall become a binding contract. If not accepted by Seller within thirty (30) days of the delivery date set forth below, Buyer may retract this Agreement, and it shall then be null and void. Delivered to Seller BUYER City of Waterloo, Iowa By: QuercEuz 9-(art Quentin Hart, Mayor Attest: Kelley felchle Kelley Felchle, City Clerk Accepted by Seller l l SELLER Cedar Valley Tech Works, Inc. By: Cary Darrah, President 4 EXHIBIT "A" Environmental Matters A-1. Seller Representations. Seller states that it has provided the environmental reports, agreements, orders, documents and records associated with the Property listed on Exhibit "B" attached hereto (the "Environmental Records"). Seller makes no representation or warranty regarding the accuracy or completeness of any Environmental Record prepared by third parties. Except as disclosed in the Environmental Records or Section A-2 below, to Seller's knowledge, formed without additional inquiry beyond the Environmental Records, the Property is not contaminated with, nor threatened with contamination from outside sources by, any chemical, material or substance to which exposure is prohibited, limited or regulated by any federal, state, county, local or regional authority having jurisdiction over the Property and that Seller has not used the Property as a landfill or dumpsite, or for storage of hazardous substances, or has not otherwise done anything to contaminate the Property with hazardous wastes or substances. Except as disclosed in the Environment Records or Section A-2, to Seller's knowledge, formed without additional inquiry beyond the Environmental Records, 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 or underground storage tanks, solid waste disposal sites, or hazardous wastes or substances. The representations and warranties provided in this Section A-1 shall survive the delivery of the Deed. In addition, concurrently with delivery of the Deed, Seller shall transfer, convey, deliver and assign to Buyer of all Seller's right, title and interest in and to any and all indemnity and hold harmless agreements and other like agreements between Seller and any third -party pertaining to any environmental matters or issues pertaining to the Property, to the full extent that such agreements are assignable by Seller. A-2. Environmental Conditions. A-2.1. Pre-existing Environmental Conditions. Buyer acknowledges that prior to the purchase of the Property by Seller, the Property had been utilized as a heavy manufacturing facility for almost a century. Environmental conditions upon the Property are partially described in the Environmental Records, and include but are not limited to the presence of polyaromatic hydrocarbons in fill material throughout the Property, the possible presence of used oil and petroleum products, and the possible presence of abandoned underground storage tanks. A-2.2. RCRA Permit. The Property is subject to a US Environmental Protection Agency ("USEPA") Permit for a Hazardous Waste Management Facility (the "RCRA Permit") and to a Declaration of Environmental Covenants (the "Covenants"). The management of existing environmental conditions on the Property may include the implementation of institutional controls and engineered barriers as reasonably necessary to protect human health, safety and welfare. Buyer shall be responsible for the performance of the conditions of the RCRA Permit and Covenants and for maintaining and protecting institutional controls and/or engineered barriers as required by the RCRA Permit and Covenants to the extent that said conditions, institutional controls, and/or engineered barriers relate to the Condo Units and such implementation, compliance, and/or maintenance is reasonably within the control of Buyer. Buyer shall maintain records of any activities relating to the movement or displacement of soil or groundwater done by it or on its behalf, including but not limited to removal, replacement, fill or disposal. Buyer shall maintain a file of all records regarding environmental matters or improvements to the Property. Such records shall be readily available for review upon request by Seller, Deere and Company ("Deere"), USEPA and/or Iowa Department of Natural Resources ("IDNR"). Seller shall be permitted to copy and retain copies of any such records, in its sole discretion. Buyer shall maintain all records relating to environmental matters on the Property for a period of five (5) years after expiration or termination of any restrictive covenant and/or condition of remediation imposed by USEPA or IDNR. Seller agrees to release Buyer of obligations required by the RCRA Permit and the Covenants if Buyer obtains its own RCRA Permit and both USEPA and IDNR release Seller and Deere of its obligations relating to the property covered by the new RCRA Permit of Buyer. The agreements and covenants contained in this Section A-2.2 shall survive the delivery of the Deed. As a condition to delivery of the Deed, Buyer will execute and deliver to Seller the Acknowledgement and Acceptance of Environmental Covenants attached to the Purchase Agreement as Exhibit "C". 2 EXHIBIT "B" Environmental Records The following constitute the "Environmental Records": 1. Declaration of Environmental Covenants recorded in Black Hawk County, Iowa on or about November 13, 2006 as Document No. 2007-10811 2. United States Environmental Protection Agency Permit for a Hazardous Waste Management Facility. Permittee: Deere & Company. Facility Identification Number: IAD005289806 (the RCRA Permit) 3. Letter from USEPA to James Kalina and Fredrick Van Schepen Re: Environmental Issues Relative to Construction Activities at the John Deere Waterloo Works Facility, EPA I.D. No. IAD005289806 (dated November 3, 2006) 4. Letter from USEPA to James Kalina Re: Final RCRA Hazardous Waste Management Permit and Response to Comments Final Remedy Decision for SWMU 19A and Southeast AOC 1 and Response to Comments for John Deere Waterloo Works Facility, 400 Westfield Avenue, Waterloo Iowa, EPA RCRA ID No. IAD005289806 (dated October 24, 2006) 5. Letter from Weston Solutions, Inc. to USEPA Re: Addendum No. 2, Subsurface Vapor Intrusion Pathway Evaluation, Technical Memorandum, SWMU 19A and Southeast AOC-1, Cedar Valley TechWorks Facility, Waterloo, Iowa (dated November 21, 2006) 6. Focused Corrective Measures Study Report, Solid Waste Management Unit 19A, John Deere Waterloo Works, Waterloo, Iowa. Prepared by Weston Solution, Inc. (dated May 2006) 7. Revised Technical Memorandum, Human Health Risk Evaluation for the Cedar Valley TechWorks Facility. Prepared by Weston Solutions, Inc. (dated April 2006) 8. Letter from Weston Solutions, Inc. to USEPA Re: Addendum No. 1, Revised Technical Memorandum, Human Health Risk Evaluation for the Cedar Valley TechWorks Facility, Waterloo, Iowa (dated November 16, 2006) 9. Focused Corrective Measures Study Report, Solid Waste Management Unit 19A, John Deere Waterloo Works, Waterloo, Iowa (Revision 2). Prepared by Weston Solutions, Inc. (dated June 2006) 10. Indoor Air Assessment, John Deere Waterloo Works Area of Contamination -A, Waterloo, Iowa (Revision 0). Prepared by Weston Solutions, Inc. (dated June 16, 2008) 11. Letter from USEPA to James Kalina Re: EPA I.D. No. IAD005289806 (approving Focused Corrective Measures Study Report, Solid Waste Management Unit 19A, John Deere Waterloo Works, Waterloo, Iowa (Revision 2). (dated July 3, 2006) 12. USEPA Memorandum from Jeremy Johnson to Randy Rohrman Re: Revised Technical Memorandum Human Health Risk Evaluation for the Cedar Valley Techworks Facility, John Deere Waterloo Works, Waterloo, Iowa (dated May 15, 2006) 13. USEPA Fact Sheet Re: Proposed Hazardous Waste Permit Renewal and Proposed Cleanup Plan Released for Public Comment, John Deere Waterloo Works, Waterloo, Iowa (dated July 2006) 14. Letter from Weston Solutions, Inc. to USEPA Re: Addendum to Corrective Measures Implementation Work Plan, SWMU 19A and Southeast AOC-1 — Revision 1, March 2008, John Deere Museum and TechWorks Campus Development, Blackhawk County — Waterloo, Iowa (dated October 25, 2012) 15. Letter from USEPA to Joseph Ruiz Re: EPA Review of Revised Addendum to Corrective Measures Implementation Work Plan — SWMU 19A and Southeast AOC-1, John Deere Waterloo Works, Waterloo, Iowa, EPA I.D. No. IAD005289806 (date January 29, 2013) 16. Letter from Weston Solutions, Inc. to USEPA Re: Addendum to Corrective Measures Implementation Work Plan - Revised, SWMU 19A and Southeast AOC-1 — Revision 1, March 2008, John Deere Museum and TechWorks Campus Development, Blackhawk County — Waterloo, Iowa (dated December 21, 2012) 17. Pre -Renovation Asbestos, Lead -Based Paint and Hazardous Materials Assessment Report. Prepared by ATC Associates (dated August 10, 2012) 18. Letter from Cardno ATC to Jennifer Kakert Re: Follow-up Asbestos Containing Building Materials, Lead - Based Paint, and Hazardous Materials Re -Surveys (dated November 12, 2015) 19. Letter from ATC Associates Inc. to Bryce Henderson Re: Pre -Renovation Abatement Cost Estimates (dated August 10, 2012) 20. Corrective Measures Implementation Work Plan & Construction Quality Assurance Plan, SWMU 19A and Southeast AOC 1, John Deere Waterloo Works, Waterloo, Iowa, Facility ID No.: IAD005289806. Prepared by Weston Solutions, Inc. (dated May 2007) 21. Site Specific Health and Safety Plan, Special Provisions for Construction at Former John Deere RCRA Facility. Prepared by Weston Solutions, Inc. (dated May 2007) 22. Non -Destructive Asbestos and Hazardous Material Survey Report. Prepared by Liesch Companies (dated August 2005) 23. John Deere Cedar Valley TechWorks Limited Site Investigation Work Plan. Prepared by Terracon (dated September 28, 2006) 24. Phase I Environmental Site Assessment, John Deere Waterloo Cedar Valley TechWorks. Prepared by Terracon (dated November 6, 2006) 25. Corrective Measures Implementation Report SWMU 19A and Southeast AOC 1, John Deere Museum and TechWorks Campus Development, Blackhawk County — Waterloo, Iowa. Prepared by Weston Solutions, Inc. (dated November 2015) 26. Asbestos and Hazardous Materials Survey Report. Prepared by Liesch Companies (dated October 2005) 27. Non -Destructive Asbestos and Hazardous Materials Survey Report. Prepared by Liesch Companies (dated October 2005) 28. Phase I Environmental Site Assessment, John Deere Waterloo Cedar Valley TechWorks. Prepared by Terracon (dated November 8, 2006) 29. Environmental Covenant recorded in Black Hawk County, Iowa on or about April 25, 2023 as Document No. 2023-14277 2 EXHIBIT "C" Assignment and Assumption of Environmental Conditions This Acknowledgement and Acceptance of Environmental Covenants is entered into as of POO/witty/ rt' , by and between City of Waterloo, Iowa ("City") and Cedar Valley Tech Works, Inc. ("CVT ) WHEREAS, a Declaration of Environmental Covenants was filed in the office of the Recorder of Black Hawk County, Iowa on or about November 13, 2006 and recorded as Doc. No. 2007-10811, and an additional Environmental Covenant was filed in said office on or about April 25, 2023 and recorded as Doc. No. 2023-14277 (collectively, the "Environmental Covenants") ; and WHEREAS, City desires to take title to a portion of the Facility (as described in the Environmental Covenants) and to undertake responsibility for compliance with the Environmental Covenants. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, parties agree as follows: 1. City Acknowledgement and Acceptance of Environmental Covenants. City hereby acknowledges receipt of a copy of the Environmental Covenants and agrees to comply with and perform all obligations thereunder as if the Grantor. City agrees to require any subsequent transferee of the Facility, or any portion thereof, to accept and comply with terms of the Environmental Covenants as provided herein and therein. 2. General. This Acknowledgement and Acceptance of Environmental Covenants is entered into pursuant to t a terms of the Real Estate Purchase Agreement by and between City and CVTW dated ri . Capitalized terms used herein but not otherwise defined shall have the meaning set fort in said Agreement and/or the Environmental Covenants. IN WITNESS WHEREOF, the parties have entered into this Assignment and Assumption of Environmental Conditions by their duly authorized representatives as of the date first set forth above. CEDAR VALLEY TECH WORKS, INC. By: ZA_.(..e ,)-A-- Cary DarraW, President CITY OF WATERLOO, IOWA By: 62uertEirt liar( Quentin Hart, Mayor Attest: Kelley ¶FefckCe Kelley Felchle, City Clerk i 11