HomeMy WebLinkAboutLoveland Waterfalls, Ltd.-Real Estate Purchase Agreement-06.04.2007 (. -9 - °7
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REAL ESTATE PURCHASE AGREEMENT
(NONRESIDENTIAL)
TO: Loveland Waterfalls, Ltd. ("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 203-209 Jefferson Street,
legally described as Lot Six (6), Lot Seven (7) and the Northwesterly one-half (NW %) of Lot
Eight (8), all in Block Four (4) in the Original Plat on the West side of the Cedar River in the
City of Waterloo, Iowa, consisting of assessor parcel nos. 8913-26-205-011, -010, and -009;
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
$582,000.00, of which $1,000.00 is on deposit with the law firm of Clark, Butler, Walsh &
Hamann, to be held in trust. The entire Purchase Price shall be due and payable in full at closing.
If this Agreement is not accepted by Seller or if it is rescinded by Buyer for failure of title or any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 held in trust shall be
returned to Buyer.
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 forty-five
(45) days after approval of this Agreement by the Waterloo City Council.
3. REAL ESTATE TAXES. Seller shall pay all of the real estate tax installment due
September 2007 and a portion of the real estate tax installment due March 2008, prorated to the
closing date. All tax liabilities of Seller hereunder shall be determined using the most currently
available tax information. 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. 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:
A. Inventories
B. Hand Tools
C. Exterior"CAR WASH", logo and menu signs
D. Panels on the pylon sign bearing the WATERFALLS logo
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 makes no
warranties, expressed or implied, as to the condition of the Property.
8. ABSTRACT AND TITLE. Seller, at its expense, shall obtain from the Black Hawk
County Abstract Company an abstract of title to the Property continued through a date that is
within thirty (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 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.
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.
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 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.
B. Buyer has received the 42-page Underground Storage Tank closure Report
submitted to the Iowa DNR on 8/26/03 which contains all Laboratory Analytical Reports,
Quality Control Reports and Sample Receipt Logs prepared by Test America, Inc. following
removal of Seller's underground gasoline storage tanks on 8/14/03.
C. 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, Buyer shall give written notice to Seller prior to closing declaring this
Agreement to be null and void or Buyer shall become responsible for removing the
hazardous material, substances or wastes.
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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 15.
13. JOINDER BY SELLER'S SPOUSE. N/A.
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. 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. 1031 EXCHANGE. N/A.
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.
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Seller: Loveland Waterfalls, Ltd.
224 Tower Park Drive
Waterloo, IA 50701
Attn: Rocky Loveland
Buyer: City of Waterloo
715 Mulberry Street
Waterloo, IA 50703
Attn: Noel Anderson, City Planner
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. 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.
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. Buyer shall assume the month-to-month lease on 209 Jefferson Street at the closing. The
$600.00 monthly rent shall be prorated to the date of closing. Seller represents that the
tenant has no security deposit with the Seller.
D. The Property is located in the Downtown Waterloo Riverfront Urban Renewal and
Redevelopment Plan area, slated for redevelopment in accordance with the Riverfront
Renaissance plan. The parties acknowledge that this transaction is being done under
threat of condemnation from Buyer.
E. If Seller meets applicable eligibility criteria, it may receive 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.
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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 May 25, 2007, this Agreement shall be null and void.
Dated - '1 , 2007 Accepted May a , 2007
BUYER SELLER
City of Waterloo, Iowa Loveland Waterfalls, Ltd.
By: '1Qtiw -
Title: r`0.y or Title: ()�? S r a 4 u T
CC
Title: c i C K
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