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HomeMy WebLinkAboutJohn and Margaret Wolfe - Real Estate Purchase Agreement - 12.16.2024REAL ESTATE PURCHASE AGREEMENT (NONRESIDENTIAL) TO: John R. Wolfe & Margaret A. Wolfe ("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 tax parcel nos. 8813-09-401- 005 (also known as 4634 Kimball Avenue, Waterloo) and 8813-09-401-007, legally described as per the abstract of title; together with any easements and appurtenant servient estates, but subject to any restrictive covenants, ordinances and limited access provisions of record, if any, and to existing easements, if any (all of which interests are herein referred to as the "Property"), upon the following terms and conditions: 1. PURCHASE PRICE. The Purchase Price shall be $45,000.00 per acre for the initial purchase. The Purchase Price for each subsequent purchase shall be adjusted commensurate with the increase in the Consumer Price Index, All Urban Consumers (CPI-U), 1982-84=100 (Unadjusted), from December 2024 until the month preceding a given closing date that is most recently reported by the Bureau of Labor Statistics, not to exceed 3.5% for each 12-month period or part thereof. The entire Purchase Price for each tract purchase shall be due and payable in full at closing. 1.1 PURCHASE IN SERIES. The Property shall be purchased in up to five (5) separate tracts as generally depicted on Exhibit "A" attached hereto. Each of tracts 1-4 are approximately 14 acres in size, and tract 5 is approximately 15.68 acres in size. Tracts shall be purchased by Buyer on the following schedule: • Tract 1 — See section 2 below. • Tract 2 — Not sooner than one (1) and not later than (2) years after the closing date of tract 1 • Tract 3 — Not sooner than one (1) and not later than (2) years after the closing date of tract 2 • Tract 4 — Not sooner than one (1) and not later than (2) years after the closing date of tract 3 • Tract 5 — Buyer shall have a right of first refusal to purchase tract 5.. Buyer shall give notice to Seller at least forty-five (45) days in advance of an expected closing date for any tract purchase, to allow sufficient time for abstract update, title review and other matters to be completed before closing. 1.2. RIGHT OF FIRST REFUSAL. Whenever Seller is in receipt of a bona fide offer for the purchase of tract 5, or any portion thereof, that it desires to accept from a financially capable third party that is not related to Seller by marriage or blood within the third degree of relationship, a copy of such offer shall be promptly delivered to Buyer. Buyer shall have twenty-one (21) days from the date of delivery of said offer in which to exercise a right of first refusal to purchase such portion of the Property on the terms set forth in the offer. If Buyer chooses to exercise its right, it shall deliver written notice (the "ROFR Notice") to Seller within said 21-day period, and the closing of a transaction between the parties shall occur within an additional forty-five (45) days. 2. POSSESSION AND CLOSING. Possession of each tract of the Property shall be delivered to Buyer at the respective closing. Closing for the purchase of tract 1 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, at a date and time mutually agreeable to the parties. Subsequent closing shall occur as mutually agreed by the parties. 3. REAL ESTATE TAXES. Seller shall pay taxes prorated to the closing date of each tract purchase 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. Because each purchase is expected to cause a split of the tax parcel, and unless the parties mutually make alternate arrangements with respect to a given tract purchase, the parties agree to use a calculation of taxes made by the county auditor. 4. SPECIAL ASSESSMENTS. Seller shall pay at time of closing of each purchase all installments of special assessments which are a lien on the Property or portion thereof 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 shall bear the risk of loss or damage to the unpurchased portion of the Property until the date of closing and may obtain such insurance as it desires. 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. 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 that would make the Property unsuitable, in Buyer's opinion, for development. 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. Also see paragraph 10.C. 8. ABSTRACT AND TITLE. Buyer shall pay the cost of abstracting for each tract purchase. The abstract shall show marketable title in Seller in conformity with this Agreement, Iowa law, 2 and title standards of the Iowa State Bar Association. 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 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 a 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 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: Tract 5: Septic Tank 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 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 $5,000 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 for each tract, Seller shall convey such tract 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. 3 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. 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. 15. 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. 16. 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: John R. Wolfe 6142 Kimball Avenue Waterloo, IA 50701 Buyer: City of Waterloo 715 Mulberry Street Waterloo, IA 50703 Attn: Community Planning & Development Director 17. 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 each of the closings. 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 and section headings are for convenience of reference and shall not limit or affect the meaning of this Agreement. Words and 4 phrases herein shall be construed as in the singular or plural number, and as masculine, feminine or neuter gender according to the context. 18. REAL ESTATE AGENT OR BROKER. Seller has used the services of Fischels Commercial Group as its real estate agent or broker in connection with this transaction, and Seller shall pay all commissions relating to said services. 19. ADDITIONAL PROVISIONS. (a) This Agreement is expressly subject to approval by the city council of Buyer. (b) Except as expressly set forth herein, each party shall pay its own customary closing costs. (c) Seller shall have a first right of refusal, exercisable on a year -by -year basis, to lease back for crop production any part of the Property purchased by Buyer that is not under development. The parties shall agree on a reasonable rental rate within thirty (30) days after Seller delivers written notice of exercise to Buyer. Any lease shall be subject to Buyer's right to give ninety (90) days' advance written notice of termination, in whole or in part, if the leased land or portion thereof is needed for a development project. (d) If Buyer exercises any rights on the Property that result in damage to Seller's current crop, Buyer shall compensate Seller for the full market value of the damaged crop. Buyer shall have no duty to preserve any of such crops, and the Seller accepts as liquidated damages (in lieu of any and all other damages) an amount equal to the most recent USDA proven yield for the commodity planted on the Property in the year of damage multiplied by the USDA four year average price for the commodity grown in the year of damage, multiplied by the number of acres, or fractional acres, of crop destroyed on the Propery. Such compensation shall be paid to Seller upon closing of the specific tract purchased. (e) Seller shall not be liable to provide access to any of Property being purchased. (f) Subject to Seller's Bank Approval on or before 1/25/2025. 20. NO PARTNERSHIP OR JOINT VENTURE. Nothing in this Agreement shall be interpreted as creating a partnership or joint venture between Seller and Buyer relative to the Property. 21. 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. 22. ACCEPTANCE. When accepted, this Agreement shall become a binding contract. If not accepted by Seller on or before 12/31/2024, this Agreement shall be null and void. Dated 1 2/1 6/2024 BUYER City of Waterloo, Iowa By: Quertuz 9 I v 5 Accepted by Seller 12 - ! 0 --2 `r SELLER t w� Mayor Attest: Kerrey Fetchfe City Clerk John R. Wolfe 00ZY/f/ Margaret' A. Wolfe 6 EXHIBIT "A" Property Depiction