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HomeMy WebLinkAboutRiley, Stephen J.-Real Estate Purchase Agreement-11.20.2006 w. 20,6 t- ap_06 )- 9 REAL ESTATE PURCHASE AGREEMENT TO: Stephen J. Riley("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, locally known as 300 W. Park Avenue, legally described as per the abstract of title in Block 15, Original Plat on the West side of the Cedar River, consisting of assessor parcel no. 8913-26-213-005; together with any easements and appurtenant servient estates, but subject to any reasonable easements of record for public utilities or roads, any zoning restrictions customary restrictive covenants and mineral reservations of record, if any, herein referred to as the "Property," upon the following terms and conditions: 1. EARNEST MONEY AND PURCHASE PRICE. The Purchase Price shall be $236,500.00, of which $500.00 is on deposit with the law firm 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 If this Agreement is not accepted by Seller or if it is rescinded by Buyer for failure of title or any other reason provided for in this Agreement, then the earnest money shall be returned to Buyer. Any other release of earnest money shall require the written consent of both parties. 2. POSSESSION AND CLOSING. If Buyer timely performs all obligations set forth in this Agreement, possession of the Property shall be delivered to Buyer at closing. Closing shall occur at the earliest practicable date on or before January 31, 2007 to which the parties mutually agree, but in any event after the approval of title by Buyer and satisfaction or waiver of contingencies, if any. After closing, Seller shall continue to have possession of the premises until September 3, 2007, to operate his business while new premises are readied for occupancy and to remove his personal property and fixtures pursuant to paragraph 6 below. Seller shall pay no rent to Buyer with respect to said post-closing occupancy, but shall be solely liable for all operating expenses, including but not limited to repairs and maintenance, care of grounds, utilities, phone service, and garbage removal. After September 3, 2007, Buyer shall have complete and unrestricted possession of the entire premises. The parties may agree to extend the deadlines set forth in this paragraph 2 in the event of delays not within the reasonable control of either party. 3. REAL ESTATE TAXES. Seller shall pay taxes prorated to the closing date and any unpaid real estate taxes payable in prior years. Buyer shall pay all subsequent real estate taxes. Unless otherwise provided in this Agreement, at closing Seller shall pay Buyer, or Buyer shall be given a credit for, taxes from the first day of July prior to possession to the date of possession based upon the last known actual net real estate taxes payable according to public records. However, if such taxes are based upon a partial assessment of the present property improvements or a changed tax classification as of the date of possession, such proration shall be based on the current levy rate, assessed value, legislative tax rollbacks and real estate tax exemptions that will actually be applicable as shown by the assessor's records on the closing date. 4. SPECIAL ASSESSMENTS. A. Seller shall pay at time of closing all installments of special assessments which are certified against the Property as of closing, and all prior installments thereof. B. All charges for solid waste removal, sewage and maintenance that are attributable to Seller's possession, including those for which assessments arise after closing, shall be paid by Seller. C. Any preliminary or deficiency assessment which cannot be discharged by payment shall be paid by Seller through an escrow account with sufficient funds to pay such liens when payable, with any unused funds returned to Seller. D. Buyer shall pay all other special assessments or installments not payable by Seller. 5. RISK OF LOSS AND INSURANCE. Seller shall bear the risk of loss or damage to the Property prior to closing. Seller agrees to maintain existing insurance for its personal property and fixtures until September 3, 2007, and Buyer may purchase additional insurance. In addition, Seller shall procure and maintain commercial general liability insurance in a responsible company or companies authorized to do business in the State of Iowa, in amounts not less than $1,000,000 per occurrence, and $3,000,000 in the aggregate on an annual basis, which insurance shall cover the activities of Seller, its employees and agents, and shall protect Buyer against such claim, damages, costs or expenses on account of injury to any person or persons, or to any property belonging to any person or persons, by reason of such casualty, accident or other happening on or about the premises during the term thereof. Certificates or copies of said policies, naming the Buyer as an additional insured, and providing for thirty (30) days' notice to Buyer before cancellation, shall be delivered to Buyer no later than the closing date. Buyer shall provide no insurance coverage for the property or activities of Seller, its employees, customers or agents during the period the Seller makes use of the Property after the closing date. 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. The Property shall be deemed substantially damaged or destroyed if it cannot be repaired to its present condition on or before the closing date. 5.1 INDEMNITY. The provisions of this paragraph apply during the "Indemnity Period", which means the period from and after the closing date until and including the date that Seller ceases to occupy the Property. Except as to any negligence of Buyer or its agents, and to the extent not covered by insurance maintained by Seller, Seller will protect, indemnify, and save harmless the Buyer from and against any and all loss, costs, damage, and expenses occasioned by, or arising out of, any accident or other occurrence causing or inflicting injury and/or damage to any person or property, happening or done, in, upon, or about the Property, or due directly or indirectly to the use or occupancy thereof, or any part thereof, by Seller or any person claiming through or under the Seller. Prior to the Indemnity Period, Seller has had the opportunity to test the premises for toxic or hazardous substances, mold, and other environmental matters, and Seller agrees that its covenants of indemnity and hold harmless set forth in this paragraph shall include but not be limited to any claims, demands, losses, or causes of action arising from or relating to such matters (each an "Environmental Claim"). City agrees that Seller's indemnity shall not include any Environmental Claim asserted by or capable of assertion by the City, and 2 City agrees not to assert any Environmental Claim against the Seller, provided that City's agreements set forth in this sentence shall in no way limit any liability that Seller may have under applicable state or federal environmental law, rule, or regulation. The provisions of this paragraph shall survive the closing of the sale and purchase transaction contemplated by this Agreement. 6. FIXTURES. Seller shall have the option to remove and salvage any fixtures from the Property before September 3, 2007. Notwithstanding Seller's salvage activities, Seller shall leave the Property secured against unauthorized entry and shall not leave any dangerous condition upon the premises. 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 possession, 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 60 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. Seller, at its expense, shall obtain an abstract of title to the Property continued through a date that is within thirty (30) days of the closing, and 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 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 ten 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 or the death of Seller or its assignees. Unless stricken, the abstract shall be obtained from the Black Hawk County Abstract Company. 9. SURVEY. If a survey is required under Iowa Code Chapter 354, or city or county ordinances, Buyer shall pay the costs thereof. Buyer may, at Buyer's expense prior to closing, have the Property surveyed and certified by a registered land surveyor. 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 3 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 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. Seller shall also provide Buyer with a properly executed groundwater hazard statement showing no wells, solid waste disposal sites, hazardous wastes and underground storage tanks on the Property unless disclosed here: B. Buyer may at Buyer's expense, within 60 days after the date of acceptance of this Agreement, obtain a report from a qualified engineer or other person qualified to analyze the existence or nature of any hazardous materials, substances, conditions or wastes located on the Property. Seller shall cooperate in providing reasonable access to Buyer's inspectors and engineers. In the event any hazardous materials, substances, conditions 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 $2,500 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 inspection shall be paid by Buyer. 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 in this paragraph. 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 preceding acceptance of the offer, holds title to the Property in joint tenancy with full rights of survivorship, and the joint tenancy is not later destroyed by operation of law or by acts of the Seller, then the proceeds of this sale, and any continuing or recaptured rights of Seller in the Property, shall belong to Seller as joint tenants with full rights of survivorship and not as tenants in common; and Buyer in the event of death of any Seller, agree to pay any balance of the price due Seller under this contract to the surviving Seller and to accept a deed from the surviving Seller consistent with Paragraph 11. 13. JOINDER BY SELLER'S SPOUSE. Seller's spouse, if any, if not a titleholder immediately preceding acceptance, executes this Agreement only for the purpose of relinquishing all rights of dower, homestead, and distributive share or in compliance with Iowa Code § 561.13 and agrees to execute the deed for this purpose. 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. 4 15. 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. 16. TAX-DEFERRED EXCHANGE. The parties acknowledge that Seller may create an IRS Code Section 1031 or Section 1033 tax-deferred exchange and that Seller's rights and obligations under this agreement may be assigned to facilitate such exchange. Buyer agrees to cooperate with Seller in a manner reasonably necessary to enable Seller to initiate said exchange at no additional cost or liability to Buyer. The parties agree that this Agreement is made under threat of condemnation of the Property by Buyer. 17. APPROVAL OF COURT. N/A. 18. REMEDIES OF THE PARTIES. A. If Buyer fail 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 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. 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. 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. 5 22. ADDITIONAL PROVISIONS. A. The parties acknowledge that Buyer is acquiring the Property for community development purposes. Buyer's rights and duties under this Agreement are assignable to any person or entity that will further the community development objectives contemplated by Buyer. B. Special contingency 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. Seller may make continued use of the adjacent building (the "Garage") for storage purposes until September 3, 2007, to the same extent and in the same manner as Seller now makes use of it. Any use of the Garage by Seller shall be at its sole risk, and Seller agrees that such use shall be included within the indemnity provisions of this Agreement. The provisions of this Agreement with respect to Seller's post-closing duties to care for and maintain the Property and to pay all expenses relating thereto, including but not limited to utilities, shall apply equally to the Garage. Seller shall pay no rent to Buyer for use of the Garage. D. If Seller meets applicable eligibility criteria, it may receive up to $20,000 in relocation expenses pursuant to the Uniform Relocation Act. The parties agree that any relocation expense payment or moving expense reimbursement shall be payable to Seller only after it ceases to occupy the Property, including removal of any personal property or fixtures that it intends to remove. E. After closing, Buyer shall have access to the exterior portions of the Property for purposes of environmental testing, and Seller agrees to cooperate with Buyer and its employees, agents, and contractors for which purpose. 23. 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. 24. ACCEPTANCE. When accepted, this Agreement shall become a binding contract. If not accepted by Seller on or before November 30, 2006, this Agreement shall be null and void. [signatures on next page] 6 • Dated November O , 2006 Accepted November (.42 , 2006 BUYER SELLER City of Waterloo, Iowa By: Z,..„,..0 Timothy J. y, Mayor Steph� J. Rile BY✓ �Y Nanc kert t Clerk Y Y 7 \� V R