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HomeMy WebLinkAboutCooley_and_Cooley_Real_Estate_-_Donation_Agreement_-_5.4.2026Docusign Envelope ID: 5D1 B7EDD-4172-823F-8093-2B0752AB15D4 REAL PROPERTY DONATION AGREEMENT This Real Property Donation Agreement (the "Agreement") is entered into as of May 4 , 2026 by and between Cooley and Cooley Real Estate, LC ("Donor") and City of Waterloo, Iowa ("City"). WHEREAS, Donor is the owner of the real property that is legally described in Exhibit "A" attached to this Agreement (the "Property"). WHEREAS, Donor desires to donate the Property to City, and City desires to accept donation of the Property, all on the teiuis and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises exchanged herein, and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. DONATION. Possession of the Property shall be delivered to City at closing. Closing shall occur at City Hall, 715 Mulberry Street, Waterloo, within 90 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. 2. REAL ESTATE TAXES. Donor 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 City, or giving City a credit, for all of such taxes. City shall pay all subsequent real estate taxes. 3. SPECIAL ASSESSMENTS. Donor 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. City shall pay all other special assessments or installments. 4. RISK OF LOSS AND INSURANCE. Donor 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 City 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. 5. 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. 6. CONDITION OF PROPERTY. The Property as of the date of this Agreement, including buildings, grounds, and all improvements, will be preserved by the Donor in its present condition until closing, ordinary wear and tear excepted. Donor transfers 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 Donor in this Agreement. City hereby releases Donor from any and all liability relating to Property, including without limitation, Docusign Envelope ID: 5D1 B7EDD-4172-823F-8093-2B0752AB15D4 environmental conditions, except for liabilities arising from Donor's own affairs. Also see Section 9. 7. ABSTRACT AND TITLE. City 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. It shall show marketable title in Donor in conformity with this Agreement, Iowa law, and title standards of the Iowa State Bar Association. The Donor shall make every reasonable effort to promptly perfect the title. If closing is delayed due to Donor'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. If the abstract is a continuation of an existing abstract provided by Donor, the abstract shall become the property of City at closing. Donor shall pay the costs of any additional abstracting and title work due to any act or omission of Donor, including transfers by Donor or its assignees. 8. SURVEY. City may, at City'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. 9. ENVIRONMENTAL MATTERS. A. Donor 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 Donor has done nothing to contaminate the Property with hazardous wastes or substances. Donor 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. Donor shall also provide City 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. Any other exceptions to the warranties set forth above are fully described here or on a separate addendum attached hereto: B. Donor 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: C. City may, at City'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. City shall not conduct a Phase II assessment without Donor's prior written consent. Donor shall cooperate in providing reasonable access to City's inspectors and engineers. Donor shall provide to City a copy of any report or information in Donor's Docusign Envelope ID: 5D1 B7EDD-4172-823F-8093-2B0752AB15D4 possession with respect to environmental assessment, investigation, testing or remediation. If hazardous materials, substances, or wastes are discovered on the Property, City's obligation hereunder shall, unless waived by City, be contingent upon the removal of such materials, substances, conditions or wastes or other resolution of the matter reasonably satisfactory to City. However, in the event Donor is required to expend any sum in excess of $100 to remove any hazardous materials, substances, conditions or wastes, Donor shall have the option to cancel this transaction and refund to City 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 Donor, subject to Donor's right to cancel this transaction as provided above. Notwithstanding the above, asbestos on the premises is not included in Donor's remediation duties as City will remove same at its own expense in connection with demolition. 10. DEED. Donor shall convey the Property to City 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 City. 11. STATEMENT AS TO LIENS. If City intends to assume or take subject to a lien on the Property, Donor shall furnish City with a written statement prior to closing from the holder of such lien, showing the correct balance due. 12. 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. Donor: Cooley and Cooley Real Estate, LC 812 Washington Street Waterloo, IA 50702 City: City of Waterloo 715 Mulberry Street Waterloo, IA 50703 Attn: Community Planning & Development Director 13. 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 is binding on the parties and their respective successors and assigns. This Agreement shall survive the closing. 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. 14. NO REAL ESTATE AGENT OR BROKER. Neither party has used the service of a real estate agent or broker in connection with this transaction. 15. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the parties, superseding all prior or contemporaneous understandings, negotiations, discussions, or 3 Docusign Envelope ID: 5D1 B7EDD-4172-823F-8093-2B0752AB15D4 agreements between the parties with respect to the subject matter hereof. This Agreement may not be amended except by a written instrument duly signed by the parties. 16. 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. 17. OTHER TERMS. (a) Donor represents that the Property is currently vacant and agrees that it shall be vacant at closing. (b) The parties shall enter into a development agreement that gives Donor certain rights to purchase the Property from City, subject to other customary teens of such agreement. IN WITNESS WHEREOF, the parties have entered into this Real Property Donation Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA Signed by: By: UttAitt. bet,St,ln, traBU ii, Mayor Signed by: Attest: `u`"i f`U& eFll.V, ef6fire, City Clerk COOLEY AND OLEY REAL ESTATE, LC ��vaCf9r— Title