HomeMy WebLinkAboutGalactic Development - RE Purchase Agreement (west of 1101 Van Miller Way) 10.7.24OFFER TO BUY REAL ESTATE AND ACCEPTANCE
(NONRESIDENTIAL)
TO: Galactic Development Corp. ("SELLERS")
City of Waterloo, Iowa ("BUYERS"), the undersigned hereby offer to buy and the undersigned
SELLERS by their acceptance agree to sell the real property situated in Black Hawk County, Iowa,
legally described as:
Parcel "P" as more particularly shown on the attached Acquisition Plat
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. PURCHASE PRICE. The Purchase Price shall be $699,900 to be paid at Closing.
2. REAL ESTATE TAXES. SELLERS 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 BUYERS, or giving BUYERS a credit, for all of such taxes. BUYERS
shall pay all subsequent real estate taxes.
3. SPECIAL ASSESSMENTS. SELLERS shall pay in full at time of Closing all installments
of special assessments which are a lien on the Property as of the date of acceptance of this offer.
BUYERS shall pay all other special assessments or installments not payable by SELLERS.
4. RISK OF LOSS AND INSURANCE. SELLERS shall bear the risk of loss or damage to
the Property prior to Closing or possession, whichever first occurs. SELLERS agree to maintain
existing insurance and BUYERS may purchase additional insurance. In the event of substantial
damage or destruction prior to Closing, this Agreement shall be null and void; provided, however,
BUYERS shall have the option to complete Closing and receive insurance proceeds regardless of
the extent of damages. The property shall be deemed substantially damaged or destroyed if it
cannot be restored to its present condition on or before Closing.
5. POSSESSION AND CLOSING. If BUYERS timely perform all obligations, possession
of the Property shall be delivered to BUYERS at Closing, and any adjustments of rent, insurance,
interest and all charges attributable to the SEL�LAERS' possession shall be made as of the date of
possession. Closing shall occur on or before/f'7V1ri , J, 2024. SELLERS agree to permit
BUYERS to inspect the Property within 24 hours prior to closing to assure that the premises are
in the condition required by this Agreement. If possession is given on a day other than Closing,
the parties shall make a separate agreement with adjustments as of the date of possession. This
transaction shall be considered closed upon the delivery of the title transfer documents and
receipt of all funds due at Closing from. BUYERS under the Agreement. Settlement fee, if any,
shall be paid by the BUYERS.
6. CONDITION OF PROPERTY. "AS IS WHERE IS". BUYERS are purchasing Property
in "AS IS WHERE IS" basis in its current condition, including all zoning, subdivision, and
environmental conditions, and SELLERS disclaim any representations or warranties, express or
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implied, with respect to Property, including without limitation, any warranties of merchantability
or fitness for a particular purpose except for those representations and warranties expressly made
by SELLERS in this Agreement. BUYERS hereby releases SELLERS from any and all liability
relating to Property, including without limitation, environmental conditions.
7. ABSTRACT AND TITLE. SELLERS, at their expense, shall promptly obtain an abstract
of title to the Property continued through the date of acceptance of this Agreement, and deliver it
to BUYERS' attorney for examination. It shall show marketable title in SELLERS in conformity
with this Agreement, Iowa law, and title standards of the Iowa State Bar Association. The
SELLERS shall make every reasonable effort to promptly perfect title. If Closing is delayed due
to SELLERS' 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 BUYERS when the Purchase Price is paid in full.
SELLERS shall pay the costs of any additional abstracting and title work due to any act or omission
of SELLERS, including transfers by or the death of SELLERS or their assignees. The abstract
shall be obtained from an abstracter qualified by the Guaranty Division of the Iowa Housing
Finance Authority.
8. SURVEY. If a survey is required under Iowa Code Chapter 354, or city or county
ordinances, SELLERS shall pay the costs thereof. BUYERS may, at BUYERS' expense prior to
Closing, have the property surveyed and certified by a licensed 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.
9. ENVIRONMENTAL MATTERS. SELLERS warrant to the best of their knowledge and
belief that there are no abandoned wells, solid waste disposal sites, hazardous wastes or substances,
underground storage tanks, private burial sites, or private sewage disposal systems 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 SELLERS have
done nothing to contaminate the Property with hazardous wastes or substances. SELLERS warrant
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. SELLERS shall also provide BUYERS with
a properly executed GROUNDWATER HAZARD STATEMENT if there are any wells, solid
waste disposal sites, hazardous wastes, underground storage tanks, private burial sites, or septic
tanks located on the Property.
10. DEED. Upon payment of the Purchase Price, SELLERS shall convey the Property to
BUYERS 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 BUYERS.
11. 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.
12. REMEDIES OF THE PARTIES. If BUYERS or SELLERS fail to timely fulfill the terms
of this Agreement, then the other party shall be entitled to utilize any and all remedies or actions
at law or in equity which may be available to them (including but not limited to forfeiture,
foreclosure, termination, rescission, or specific performance), except as limited by paragraph 2
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above, and the prevailing party shall further be entitled to obtain judgment for costs and attorney
fees.
13. CONTINGENCIES. BUYERS shall have 60 days after acceptance of this offer to
conduct its due diligence ("Due Diligence Period"), obtain all necessary approvals, inspections,
and financing, etc. BUYERS may give SELLERS written notice, within said 60 days, of
termination of this Agreement and receive a full refund of its Earnest Money.
14. 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 SELLERS and BUYERS. 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.
15. CERTIFICATION. BUYERS and SELLERS each certify that they are not acting, directly
or indirectly, for or on behalf of any person, group, entity or nation named by an Executive Order
or the United States Treasury Department as a terrorist, "Specially Designated National and
Blocked Person" or any other banned or blocked person, entity, nation, or transaction pursuant to
any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets
Control; and are not engaged in this transaction, directly or indirectly on behalf of, any such person,
group, entity or nation. Each party hereby agrees to defend, indemnify and hold harmless the other
party from and against any and all claims, damages, losses, risks, liabilities, and expenses
(including attorney's fees and costs) arising from or related to any breach of the foregoing
certification. SELLERS further certifies that none of SELLERS is a "foreign person" within the
meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended and the related
Treasury Department regulations.
16. ADDITIONAL PROVISION
A. Neither party has used the service of a real estate agent or broker in connection with this
transaction. No broker fee is due and owing.
B. BUYERS will relocate the sanitary sewer in connection with construction of the Storm
Water. Detention Facility ("Facility") after Closing. SELLERS agree to provide reasonable
cooperation in allowing reasonable access and in granting any reasonable permanent or temporary
easements for that purpose.
C. SELLERS and San Marron Management, Inc. will be allowed to develop adjoining 92+/-
acres without additional private detention facilities, subject to the following conditions: The 92+/-
acres will be developed at 85% impervious area and an average CN value 83 and that the area can
physically drain to the Facility. If any of these conditions are not met, additional private detention
shall be required. The 92 acres +/-, or as subdivided in the future, will be subject to requirements
of the City of Waterloo subdivision ordinance, post -construction storm water ordinance and other
applicable ordinances in force at the time the property is developed.
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D. The SELLERS agree to allow the BUYERS to place borrow material on SELLERS
parcel to the West of Premises, more particularly shown as a Temporary Easement on the attached
Temporary Easement, up to the grade of Van Miller Way. Material will be placed in a manner as
to not increase the cost of future development and will allow the parcel to be tillable until
developed. City will strip, salvage, stock pile the top soil first and then have the subgrade proof
rolled with a loaded tandem dump truck in the presence of the City Engineer (or his/her
representative) to identify soft and yielding areas, over -excavate all such soft and yielding areas to
a depth of 1 foot and replace with suitable material and geogrid, place the excavated material in 9"
maximum loose thickness lifts, compact it to 95% of standard proctor density at -2 to +3% of
optimum moisture, re -spread top soil to uniform 6" thickness. Leave excess topsoil stripping on
site near the San Marren R/W in a stockpile with maximum 3:1 slopes to allow for mowing and
maintenance. City to seed, fertilize, mulch all disturbed areas and install appropriate erosion
control. A mutually agreeable temporary easement agreement shall be entered into by the parties
prior to Closing.
E. BUYERS agree to do the following activities on the Property within five years of Closing_
i. Build a 10' Maintenance Trail around the Facility that could also be used as a
walking trail.
ii. Except to the extent not feasible due to location of sanitary sewer or inadequate
space between proposed trail and Property boundary, plant shade trees along the Property
boundaries and along 10' maintenance trail so as to allow them to mature in anticipation of the
future development of SELLERS' adjoining 92+/- acres and provide shade to the maintenance
trail.
17. ELECTRONIC TRANSMISSION. Any notice required under this Agreement shall be
deemed given when it is received in writing either by hand delivery, fax, return receipt requested
mail, or electronic mail. A signed copy of this Agreement, counteroffers, and all addendums or
amendments to this Agreement shall, taken together, constitute a single binding agreement.
18. ACCEPTANCE. When accepted, this Agreement shall become a binding contract. If not
accepted and delivered to BUYERS on or before the ' l day of c7c / -(.� , 2024, this
Agreement shall be null and void and all payments made shall be returned immediately to
BUYERS. If accepted by SELLERS at a later date and acceptance is satisfied in writing, then this
contract shall be valid and binding.
Accepted
SELLERS
Galactic Development Corp.
By: D1,V,0I ()zeds
Its: President
Address:
215 E. 4th St.
Waterloo, IA 50703
Email: ddeeds@jsadevelopment.com
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10/7/2024
Dated
BUYERS
City of Waterloo, Iowa
Queft tl liar(
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By: Quentin Hart
Its: Mayor
Address:
715 Mulberry St.
Waterloo, IA 50703
Email:
DIGITALLY
SIGNED
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