HomeMy WebLinkAboutPURCHASE AGREEMENT May 18,2007
(1931-
Mr.Noel Anderson
Economic Development Director Black Equities
City of Waterloo Group, Ltd.
715 Mulberry Street p�
Waterloo,Iowa 50703 OWNERS OF INCOME PROPERTIES
RE: Request for Purchase Agreement dated April 27,2007
Fire Station#8-Crossroads(Parcel# 8813-02-277-014)
Waterloo,Iowa
Dear Mr.Anderson,
We are pleased to respond to the Request for Purchase Agreement dated April 27, 2007 regarding
Fire Station#8(Crossroads). We are the owners of Crossroads Plaza(former K-Mart)directly
adjacent to the fire station and we are a very interested party.
We previously submitted a Letter of Interest dated March 7,2007 which outlined the extent of
our interest in the property as well as the terms under which we can proceed. For ease of
reference,I have included the text of that letter below.
Our long-term goals are to include the surrounding properties to create a new and improved
community shopping destination in an already vibrant retail environment and correct the traffic
and access issues affecting this corridor.
The future vision of our development plan with respect to this acquisition includes the
construction of two(2)free-standing±16,000 square foot retail buildings(see attached sketch),
increased parking for all tenants and improved access and traffic flow. Immediate benefits to the
City of Waterloo will include additional retail sales taxes,property taxes and development and
permit fees.
Black Equities Group,Ltd.proposes to acquire from the City of Waterloo the following:
1. The existing 1.01 acre fire station site consisting of±43,996 square feet(subject to an ALTA
survey provided by the City of Waterloo)
2. That±2.47 acre portion of the existing Ridgeway Right-of-Way and vacant land paralleling La
Porte consisting of±1o7,85o SF(subject to an ALTA survey provided by the City of Waterloo)
3. The City of Waterloo at its expense will extend Ridgeway Road to La Porte Road and improve
to a fully signalized intersection.
4. The City of Waterloo's agreement to purchase from Stanbran,LLC a strip of land along the
north property line,consisting of±4o'x 84o'=33,60o square feet @ $5 per square foot=
$168,000 and improve this to a surface street to alleviate cross traffic from Ridgeway to Sears
Road.
5. The City of Waterloo shall have adequate time for its diligence with respect to a new fire
station,including but not limited the acquisition of land and construction of the new Fire Station.
433 North Camden Drive • Suite 1070 • Beverly Hills, CA 90210 • Tel (310) 278-5333 • Fax (310) 274-4017
Mr.Noel Anderson
May 18,2007
Page 2
Based on our detailed cost analysis for acquisition,development and the end product,we are
prepared to offer the City of Waterloo the sum of One Million Two Hundred Fifty Thousand
Dollars($1,250,000.00),all cash.
We will deposit into an escrow account$37,50o as a good faith deposit,however these funds will
remain refundable in escrow and shall be applied towards the purchase price at the close of
escrow.
This proposal and any future purchase agreement shall be subject to Buyer's ability to obtain the
necessary governmental approvals for its intended purposes as outlined herein.Additionally,
Buyer's commitment to the foregoing is subject to Buyer entering into an agreement with adjacent
property owner's(Panera)regarding trading or otherwise acquiring certain areas of land as
needed.
Black Equities Group,Ltd.owns 35o properties in 36 states,and our greatest success is centered
on communities like Waterloo where we immerse ourselves into the local community through
enhancing existing properties using local vendors and contractors. We look forward to working
with city officials to achieve our mutual goals.
Black Equities Group has been in business for 51 years and owns over 18 million square feet of
commercial property throughout the United States. For verification of these facts,as well as of
our ability to fund this prospective transaction,please contact Mr.Michael Zells,Regional Vice
President,City National Bank at 310-888-6107.
Buyer and Seller each acknowledge that(i)a transaction of this type involves many essential and
nonessential terms and conditions and that there has not yet been a definitive statement of all the
terms and conditions of the proposed transaction,and(ii)this letter is not intended to constitute
an agreement to execute the Purchase Agreement or any real estate agreement in the future. It is
the intention and understanding of Buyer and Seller that the only instrument executed between
Buyer and Seller with respect to the Property shall be the Purchase Agreement and that the
Purchase Agreement,if executed,will contain all of the terms and conditions deemed essential by
Buyer and Seller with respect to the purchase and sale of the property as contemplated by this
letter.Furthermore,the only instrument that shall bind the parties is a mutually executed
Purchase Agreement.
We look forward to your response.A formal letter of intent will be submitted upon notice from
the city of its intent to move forward with this proposal.
Sincerely,
Brandon Weinstock
Black Equities Group, Ltd.
Cc: Stanley Black
Sam Rosenwald
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1CFIRST EQUITY GROUP LLC
FIRST EQUITY PROPERTY HOLDINGS,LLC
May 18, 2007
Mr. Noel Anderson
City Planner
City of Waterloo, Iowa
715 Mulberry Street
Waterloo, Iowa 50703
RE: Request for Purchase Agreement
Fire Station Number 8(Crossroads Fire Station)
Waterloo, Iowa
Dear Mr. Anderson:
In response to your April 27, 2007 letter regarding the City's disposition of Fire Station Number
8 (Crossroads Fire Station) located at the northwest corner of San Marnan and La Porte,
enclosed, please find a Purchase Agreement Proposal submitted by First Equity Acquisitions,
LLC.
First Equity is a commercial real estate development firm located in northwest suburban
Chicago, Illinois. The principals of First Equity have developed numerous projects for various
retail uses throughout the Midwest, and are well versed in redevelopment of properties similar in
nature to the Fire Station Number 8 project.
Please review our proposal and feel free to contact me with any questions or comments you
may have concerning this matter.
Thank you, in advance, for your time and consideration.
Sincerely,
FIRST ITY ROUP, LLC
To Lowe
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1701 GOLF ROAD,TOWER 1,SUITE 1106 ROLLING MEADOWS,ILLINOIS 60008 (847)290-1800 OFFICE (847)427-8767 FACSIMILE
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REQUEST FOR PURCHASE AGREEMENT(RESPONSE) e g
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Table of Contents
•Executive Summary
•Purchase and Sale Agreement
•Area Map
•Preliminary Site Plan
•Aerial Photos
•Architectural Perspective
•Project Schedule
•Bank Reference
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First Equity Group, LLC appreciates the opportunity
to submit this Response to the City of o
Waterloo's Request for Purchase Agreement relating to the disposal of Fire Station 0 Number 8 (Crossroads Fire Station). This Response has been prepared in accordance
with the City of Waterloo's requirements outlined in Mr. Noel Anderson's letter dated April °i
27, 2007 addressed to interested developers.
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First Equity has been to the project site on several occasions and has conducted a viability
study which concludes that the proposed project and redevelopment scenario is viable, and
that this is a project we would excel at, provided we are the successful bidder.
In general, our proposal is to contract with the City of Waterloo to acquire the existing Fire
Station for$2,000,000.00, perform due diligence studies, obtain required governmental
body approvals, close on the transaction, and provide the City of Waterloo time to construct
a new Fire Station at an alternate location before the City vacates the existing premises.
A $10,000 earnest money deposit will be deposited into escrow within 5 days of contract
execution. This deposit will be applicable and refundable during the first 120 days of our
due diligence period. Provided First Equity does not terminate on or before the last day of
the inspection period, the earnest money deposit will become non-refundable. We are
proposing our due diligence be completed in advance of the City of Waterloo releasing
consultants to perform due diligence on the selected relocation parcel. This method of
phased due diligence (ours first, then the City's) will eliminate the need for the Village to
expend any money in advance of First Equity being "hard"with any non-refundable
deposits.
During our due diligence period, First Equity will obtain i.) a topographic, boundary, and
ALTA survey, ii.) a Phase I Environmental Site Assessment(ESA) of the property, iii.) an
asbestos survey of the existing structure, and iv.) a Geotechnical Study. Additionally, First
Equity will initiate the required site and building related approvals, as required, with the City
of Waterloo. Upon obtaining all required site and building permit approvals, we will close
'n the transaction with the City of Waterloo and convey the amount of the Purchase Price
to the City of Waterloo — the proceeds can be used towards the acquisition of the relocation
parcel and construction of the new Fire Station facility. The City of Waterloo will then have
a period of time (6mos proposed) from the date of closing to construct the new Fire Station
and vacate the existing facility. Once possession is surrendered, First Equity will la W
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commence site demolition activities and construction of the new facility.
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The proposed First Equity improvements consist of constructing a new freestanding retailts
store, approximately 13,225 square feet in size and will contain a drive thru component for
the convenience of the customers. In addition to constructing a new building, First Equity °
will also be making significant improvements to the infrastructure of the parcel including
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the construction of new utilities servicing the property, a new parking lot, new landscaping `�
and new site lighting improvements. With the cooperation of the adjacent property owner
(Panera Bread; subject to negotiations), First Equity will construct new drives providing
cross access between the parcels, significantly improving traffic flow to/from the properties
located in the northwest quadrant of San Marnan and La Porte.
The following pages of this Response will further detail First Equity's proposal. We have
included our form Purchase and Sale Agreement detailing the terms and conditions of our
proposal. The Purchase and Sale Agreement stipulates our proposed Purchase Price,
elaborates on the due diligence period, and specifies other requirements, such as Title and
Survey, Representations and Warranties, Escrow and Closing, Post Closing Possession,
Defaults, and Notices.
In addition to providing our form Purchase and Sale Agreement, the proposal includes a
Project Map, a Preliminary Site Plan, an Aerial Overlay, an Architectural Perspective of the
new facility, Project Schedule, and a bank reference.
Please review the enclosed information and contact First Equity with any questions or
clarifications to the terms of our proposal.
Thank you, again, for allowing us this opportunity to submit our Response. I hope you find
the proposed terms and conditions acceptable — First Equity would welcome the >-
opportunity to work with the fine City of Waterloo on a collaborative project to redevelop nt
this property.
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"IC 1111-11
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (this "Agreement"), between The City of Waterloo ("Seller"), and First
Equity Acquisitions, LLC, an Illinois limited liability company ("Purchaser"), is entered into as of the date the last
one of the parties executes this Agreement and gives notice of its execution to the other party (the "Effective
Date").
Recitals
A. Seller is the owner of that certain real property (the "Real Property") consisting of approximately 1.03
acres located at northwest corner of San Marnan and LaPorte in Waterloo, Iowa, and more particularly described
in the legal description attached as Exhibit A, which is incorporated herein by reference.
B. Purchaser desires to purchase the Real Property and any rights and appurtenances pertaining thereto,
including any right, title and interest of Seller in and to adjacent streets, roads, alleys, accesses and rights-of-way,
and any buildings, structures and improvements on the Real Property (collectively, the "Property"), and Seller
desires to sell the Property on the terms and conditions in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties,
agreements, covenants and conditions herein contained, and other good and valuable consideration, Seller and
Purchaser agree as follows:
1. PURCHASE AND SALE: Seller agrees to sell and Purchaser agrees to purchase the Property
(as legally defined in Exhibit A attached hereto), upon the terms and conditions contained in this Agreement. The
Property shall include any rights and appurtenances pertaining to the Property, including any right, title and
interest of Seller in and to adjacent streets, roads, alleys, accesses and rights-of-way, and any buildings,
structures and improvements on the Property, all subject to the terms and conditions in this Agreement.
2. PURCHASE PRICE: The purchase price for the Property shall be Two Million Dollars
($2,000,000.00 )(the "Purchase Price"), which shall be payable as follows:
(a) Within ten (10) business days after the Effective Date, Purchaser shall deposit into an interest bearing
account with Escrow Agent (as hereinafter defined)the sum of Ten Thousand Dollars ($10,000.00) as an earnest
money deposit(the"Earnest Money").
(b) On the Closing Date (as hereinafter defined), Purchaser shall deposit with Escrow Agent the balance of
the Purchase Price in cash or in immediately available funds, subject to the adjustments and prorations provided
for in this Agreement.
3. ESCROW: Purchaser and Seller shall establish an escrow ("Escrow") with Chicago Title
Insurance Company(the"Escrow Agent") upon delivering the Earnest Money to the Escrow Agent, in accordance
with the terms of the earnest money escrow instructions, attached hereto as Exhibit B, and made a part hereof by
reference ("Escrow Instructions").
4. SELLER DELIVERIES: Within five (5) days following the Effective Date, Seller shall deliver to
Purchaser true and correct copies of the following documents relating to the Property, to the extent that same are
in Seller's possession or control:
(a) All leases, subleases and assignments of leases,
(b) All service contracts, warranties and guarantees,
(c) All books, records, legal documents and other information concerning the physical condition of
the Property,
(d) All site plans, engineering plans and specifications, landscape plans, architectural and civil plans
and specifications,
Page 1
(e) All existing surveys, topographical maps, Seller's owner's title insurance policies, title
commitments, permits, attorney opinions of title, abstracts of title, subdivision plats, documents constituting
covenants, conditions and restrictions, reciprocal easement and/or parking agreements, utility will-serve letters
and zoning letters,
(f) All documents concerning pending or threatened legal actions and/or notices of violations of laws,
(g) All environmental reports and studies, geotechnical reports, soils reports, and any documents
pertaining to the physical, geological or environmental condition of the Property that are owned by or in the
possession of Seller, and
(h) A written certification stating that all documents required to be delivered to Purchaser pursuant to
this Section 4 have been delivered by Seller("Seller's Certification").
5. INVESTIGATION PERIOD AND CONDITIONS PRECEDENT: During the period commencing on
the date that Purchaser receives Seller's Certification, as provided in Section 4 above, and terminating one
hundred twenty (120) days later(the "Investigation Period"), Purchaser may undertake any and all investigations,
examinations, reviews and inspections of the Property, as Purchaser may desire. During the Investigation
Period, Purchaser shall have the right, but not the obligation, to take all steps necessary, in Purchaser's sole and
absolute discretion, to evaluate the feasibility of the Property for Purchaser's proposed use, including, without
limitation the title, survey, taxes, utilities, zoning, and the environmental condition of the Property. In addition,
Purchaser shall have the right to contact any federal, state or local governmental authority or agency to
investigate any matters relating to the Property. During the Investigation Period, Purchaser may make application
for governmental permits, licenses, plats, site plans, rezoning, conditional use permits and approvals for the
construction of Purchaser's intended improvements and development of the Property. Seller shall, in good faith,
cooperate with Purchaser in its applications, including signing applications, provided that Seller shall not be
obligated to incur any expense in connection therewith, and no change in the status of the Property will occur
prior to Closing.
In the event Purchaser is not completely satisfied with all aspects of the Property for any reason or is unable
to obtain any governmental permits, licenses, plats, site plans, rezoning, conditional use permits or approvals
required for the construction of Purchaser's intended improvements and development of the Property, Purchaser,
in its sole and absolute discretion, on or prior to the last day of the Investigation Period, may terminate this
Agreement by giving Seller written notification of its election, in which event the Earnest Money and all accrued
interest, shall be immediately returned to Purchaser by the Escrow Agent, without necessity for notice to or
consent or approval by Seller, and the parties shall be released from further liability. If Purchaser fails to terminate
this Agreement by the conclusion of the Investigation Period, then said right to terminate pursuant to this section
shall be deemed waived.
Notwithstanding the foregoing Investigation Period, in no event shall Purchaser be obligated to consummate
this transaction unless each of the following contingencies (the "Conditions Precedent") has been completed to
Purchaser's satisfaction, in its sole and absolute discretion, on or before the date of Closing. If any of the
Conditions Precedent is not satisfied or waived by Purchaser on or before the date of Closing, Purchaser may
terminate this Agreement in which event the Earnest Money and shall be immediately returned to Purchaser by
the Escrow Agent, without necessity for notice to or consent or approval by Seller, and the parties shall be
released from further liability. The Conditions Precedent are as follows:
(a) Seller's representations and warranties in this Agreement being correct as of the Effective Date
and as of the Closing Date;
(b) Seller's performance of all obligations under this Agreement;
(c) Escrow Agent being prepared to issue the Title Policy (as hereinafter defined) on the Closing
Date, subject only to the Approved Exceptions (as hereinafter defined);
(d) No effective or pending moratorium, subdivision restriction, access restriction, withdrawal or
modification of approvals, or other governmental change outside of the control of Purchaser which would prevent
or impede Purchaser's proposed development of the Property.
Page 2
(e) Purchaser's receipt of all necessary zoning, special use, site plan, subdivision and other
approvals from all applicable governmental authorities (the "Approvals") which are required or necessary for
Purchaser's proposed development of the Property as a drug store with drive through facilities. Seller agrees and
covenants to cooperate with Purchaser's efforts to obtain the Approvals, including the execution by Seller of all
required or necessary applications, affidavits, statements or other documents, and to provide such information
and documentation as necessary or appropriate in connection with the approval process.
7. RIGHT OF ENTRY: Seller hereby grants to Purchaser, its agents and contractors, the right to
enter upon the Property to conduct such inspections, investigations and tests as Purchaser deems appropriate,
including without limitation environmental tests and soil tests, and to generally satisfy itself as to the feasibility of
the Property for Purchaser's intended use and the environmental condition of the Property. Purchaser shall
defend, indemnify and hold Seller harmless from and against all claims, damages and liabilities of any nature
resulting from Purchaser, its agents and contractors entering upon the Property and conducting such inspections,
investigations and tests.
8. TITLE AND SURVEY: Within fourteen (14) days after the Effective Date, Seller, at Seller's expense,
shall deliver to Purchaser an Abstract of Title, dated not later than the Effective Date, showing marketable title to
the Property and setting forth all liens, encumbrances, easements, restrictions, conditions, and other matters
affecting Seller's title to the Property, including any easement parcels which benefit the Property, together with
copies of all recorded documents affecting the Property, including any such easement parcels. The Abstract of
Title shall be sufficient to allow Purchaser to obtain a preliminary title commitment for a current form ALTA
owner's policy of title insurance for the Property, including any easement parcels which benefit the Property, from
Chicago Title Insurance Company, which shall provide for full extended coverage over the general exceptions
customarily contained in such title policy, in the full amount of the Purchase Price, including an ALTA 3.1 zoning
endorsement (the "Commitment"). Seller shall pay the cost of the Commitment at Closing. Purchaser will order,
from a surveyor selected by Purchaser, a survey of the Property, including any easement parcels which benefit
the Property, prepared in accordance with the 2005 Minimum Standard Detail Requirements for ALTA/ASCM
Land Title Surveys as adopted by the American Land Title Association and National Society of Professional
_Surveyors, including Table A items 1-4, 6, 7(a)and (b)(1), 8-10, and 11(b) (the "Survey"). Seller shall pay the cost
of the Survey at Closing. If either the Commitment or Survey discloses any matters not acceptable to Purchaser,
in its sole discretion, Purchaser shall so notify Seller within the Investigation Period of any disapproved exception
or objections to any matters disclosed in the Commitment or Survey (each a "Title Defect"). All exceptions or
matters reflected in the Commitment or Survey which are not so disapproved or objected to by Seller in said
notice are hereafter referred to as the"Permitted Exceptions". Seller shall have fifteen (15)days from the date of
Purchaser's notice to cure such Title Defects, at Seller's expense. If the title company furnishes a title insurance
policy insuring over an exception, such insurance shall constitute a cure of such exception. If Seller fails or
refuses to cure such Title Defects within said fifteen (15) days, Purchaser may either: (i) terminate this
Agreement, in which event Seller shall pay all charges for the Commitment, the Survey, and other fees in
connection with this transaction which are Seller's responsibility under this Agreement, both Purchaser and Seller
shall be relieved of all further obligation and liability to each other under this Agreement, and all funds, including
the Earnest Money plus all accrued interest, and documents deposited with Escrow Agent shall be promptly
refunded or returned, as the case may be, by Escrow Agent to the depositing party without further written
instructions from Seller, or (ii) take title as it then is with the right to deduct liens or encumbrances of an
ascertainable amount from the Purchase Price (in which case, all Title Defects which may not be so discharged at
Closing shall be deemed Permitted Exceptions). At Closing, Seller shall: (i)convey title to the Property by general
warranty deed (the "Deed"), subject only to the Permitted Exceptions; and (ii) cause to be delivered to Purchaser
an owner's title insurance policy, with extended coverage, issued by Chicago Title Insurance Company, at Seller's
expense, and such additional endorsements as Purchaser may request, which additional endorsements shall be
at Purchaser's expense, subject only to the Permitted Exceptions (the"Title Policy").
9. REPRESENTATIONS AND WARRANTIES OF SELLER: Seller represents and warrants to
Purchaser as follows:
(a) there is no existing, pending or, to the best of Seller's knowledge, contemplated, threatened or
anticipated (i) litigation, (ii) condemnation of all or an part of the Property, (iii) widening, change of grade or
limitation on use of streets abutting the Property or (iv) special tax or assessment levied or to be levied against
the Property;
Page 3
(b) there are no other outstanding contracts of sale or options to purchase the Property;
(c) the Property has direct access to and from a public street or road;
(d) as of the date of Closing, there will be no leases, tenancies, licenses or other agreements
covering or affecting any part of the Property or allowing any third party rights to use the Property;
(e) as of the date of Closing, there will be no service contracts covering or affecting any part of the
Property;
(f) Seller has no knowledge of and has received no notice of any violation or alleged violation of any
building, zoning, environmental or other governmental statute, ordinance or regulation pertaining to the Property,
and has no knowledge of and has received no notice of any legal proceedings pending or threatened pertaining to
the Property;
(g) there are no underground storage tanks on the Property.
(h) the Property has never been used as a landfill or a waste dump, and there has been no
installation in, or production, disposal or storage on the Property of any Hazardous Substances by Seller or by
any tenant or any previous owner or previous tenant, or any other activity which could have toxic results, and
there is no proceeding or inquiry by any governmental authority or agency with respect thereto. The term
"Hazardous Substances" shall mean any substance, material, waste, gas or particulate matter which is regulated
by any federal, state or local governmental authority, including, but not limited to, any material or substance which
is (i) defined as a "hazardous waste," "hazardous material," "hazardous substance," "toxic substances," "
extremely hazardous waste," or"restricted hazardous waste"under any provision of Illinois law, (ii) petroleum, (iii)
asbestos, (iv) polychlorinated biphenyl, (v) radioactive material, (vi) designated as a "hazardous substance"
pursuant to Section 311 of the Clean Water Act, 33 U.S.C. '1251 et seq. (33 U.S.C. '1317), (vii) defined as a
"hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. '6901 et
seq. (42 U.S.C. '6903), or (viii) defined as a "hazardous substance" pursuant to Section 101 of the
Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. '9601 et seq. (42 U.S.C.
'9601);
(i) the Property is free and has always been free from Hazardous Substances and storage tanks;
(j) this Agreement and all other documents delivered prior to or at the Closing have been duly
authorized, executed, and delivered by Seller, are binding obligations of Seller and do not violate the provisions of
any agreement to which Seller is a party or which affects the Property;
(k) there are no natural or artificial conditions upon the Property or any part of the Property that could
result in a material and adverse change it the condition of the Property;
(I) there is no recapture or other payment requirement affecting the Property, including, without
limitation, payments or obligations involving refunds for sewer extensions, over-sizing utility lines, lighting or like
expenses or charges for work or services affecting the Property, which will bind Purchaser or the Property from
and after the Closing. Any such payments or obligations shall be paid in full by Seller prior to Closing;
(m) the zoning designation of the Property permits general retail uses;
(n) no commitments or agreements have been made with any governmental authority, utility
company, school board, any homeowners' association or to any other organization, group or individual, relating to
the Property, which would impose an obligation upon Purchaser or its successors or assigns to make any
contribution or dedication of money or land, or to construct, install or maintain any improvements of a public or
private nature on or off the Property that have not been disclosed in writing to Purchaser;
(o) no work has been performed or in progress at the Property, and no materials will have been
delivered to the Property, that might provide the basis for a mechanic's, materialmen's or other lien against the
Property or any portion thereof, for which effective title insurance will not at Closing be issued to Purchaser, and
all amounts due for such work and material shall have been paid and all discharged to Purchaser's satisfaction as
Page 4
of the Closing. Any mechanics liens reflected in the Title Commitment will be resolved, at Seller's expense, prior
to Closing; and
(p) all items delivered by Seller to Purchaser pursuant to Section 4 of this Agreement or which have
otherwise been delivered to Purchaser are true, accurate, and complete copies of such documents and constitute
all material documents which would be reasonably necessary in order to allow a reasonably prudent purchaser to
make an informed decision regarding the Property.
The representations, warranties and covenants in the Agreement shall not be merged into the deed or be
canceled at Closing and shall survive the Closing of this transaction and delivery of the deed for a period of one
(1) year, at which time they shall expire. Seller agrees to defend and to hold Purchaser harmless from any loss,
cost, liability, expense, damage or other injury, including, without limitation, attorneys fees and expenses, incurred
by Purchaser on account of the breach of any such representation or warranty. The obligations of Purchaser to
consummate the transactions contemplated herein are contingent upon the truth and accuracy of such
representations and warranties as of the Effective Date and the Closing.
10. ESCROW AND CLOSING: Settlement of this transaction (the "Closing") shall take place at the
office of the Escrow Agent, within ten (10) days after Buyer provides notice to Seller that its contingencies have
been satisfied or waived, provided that all Conditions Precedent have been also been satisfied (the "Closing
Date"). The Closing shall be conducted "New York Style", meaning that title will be dated down as of the date of
Closing. At the Closing, Seller shall deposit with Escrow Agent: (i)the Deed, (ii) an assignment of all of Seller's
right, title and interest in all permits, licenses and intangible assets relating to the Property, (iii) a bill of sale
conveying merchantable title to all personal property included in the transaction, if any; however Seller shall have
the right to remove, at Seller's expense, and retain all business related equipment, personal property, and other
fixtures prior to Closing (iv) Seller's affidavit of non-foreign status contemplating by Section 1445 of the Internal
Revenue Code of 1986 as amended, (v) Seller's certificate dated as of the Closing Date confirming that the
representations and warranties set forth in Section 9 are true and correct on and as of the Closing Date, (vi) an
affidavit of title, (vii) an ALTA statement, (viii) any required state, county or municipal transfer tax declarations or
similar forms, (ix)documents evidencing the termination of all leases or subleases affecting the Property as of the
-Effective Date, (x) documents evidencing the termination of all service contracts affecting the Property as of the
Effective Date (xi) a settlement statement, and (xii) any other documents reasonably required by the Escrow
Agent or the Purchaser to consummate the Closing. Purchaser shall deposit (a) the balance of the Purchase
Price, (b) a settlement statement, and (c) any other documents reasonably required by the Escrow Agent or the
Purchaser to consummate the Closing. Neither party is obligated to attend the Closing so long as they deliver
their documents to the Escrow Agent not later than two (2) business days prior to Closing and deliver their funds
to the Escrow Agent on or prior to the day of Closing. All real estate taxes which are due but not yet payable as
of the date of Closing are to be prorated as of the date of Closing, and if the amount of such taxes is not then
ascertainable, the proration shall be on the basis of 110% of most recent ascertainable taxes.
11. POST-CLOSING POSSESSION. Possession of the Property shall be delivered by Seller to
Purchaser not later than 11:59 p.m. on the date that is six (6) months after the date of Closing (the "Possession
Date"). During the period from the date of Closing to the Possession Date (the "Post Closing Possession
Period"), Seller shall be responsible for payment of all utilities and any maintenance to the Property and shall
maintain commercial general liability insurance with coverage limits of not less than $2,000,000 per occurrence
with Purchaser, or its assignee, named as an additional insured, and shall provide certificates of insurance to
Purchaser demonstrating that such insurance is in full force and effect at all times during the Post Closing
Possession Period. Seller hereby agrees to indemnify and hold Purchaser harmless from any and all claims,
demands, actions, causes of action, damages, expenses, losses, attorneys' fees or liabilities arising in any way
from or out of Seller's possession of the Property during the Post Closing Possession Period. On the Possession
Date, Seller shall deliver full and complete possession of the Property to Purchaser in substantially the same
condition, ordinary wear and tear excepted, as of the Effective Date. In the event that Seller does not deliver
possession of the Property to Purchaser by the Possession Date in accordance with the terms of this Agreement,
Purchaser shall not be restricted in its right to seek possession of the Property by any available means authorized
in law or equity. In addition to all other remedies, Purchaser shall have the immediate right to commence any
legal action or proceeding calculated to evict and remove the Seller from the Property. Seller further agrees to
reimburse Purchaser for all reasonable attorneys' fees and court costs Purchaser may incur in the enforcement of
its rights pursuant this provision.
Page 5
12. CLOSING COSTS: At Closing, Seller shall pay(i)one-half of the Escrow Agent's escrow fee, (ii)
all state, county and municipal transfer taxes, stamps or similar charges, if any (iii) the premium for the Title
Policy, (iv) the cost of the Survey, (v) all recording charges or fees for all documents to be recorded which are
required to clear any exceptions to title, and (vi) Seller's own attorneys' fees. At Closing, Purchaser shall pay(i)
one-half of Escrow Agent's escrow fee, (ii) the title premium for any lender's title insurance policy and the cost of
any endorsements to the Title Policy, other than as to zoning, ordered by Purchaser or Purchaser's lender, (iii)
charges for recording the Deed, and any of Purchaser's financing documents, and (iv) Purchaser's own attorneys'
fees.
13. DEFAULT: If Purchaser defaults and fails to cure said default within ten (10) days after written
notice, the Earnest Money shall be forfeited to Seller as liquidated damages and not as a penalty and this
Agreement shall be terminated, as Seller's sole and exclusive remedy at law and in equity, it being agreed by
Purchaser and Seller that Seller's damages would be difficult or impossible to accurately ascertain and the
Earnest Money constitutes a fair and reasonable amount of damages under the circumstances. Seller agrees
that its damages under this Agreement shall be limited to the Earnest Money deposited and waives any other
damages or claims it may have as a result of Purchaser's default. If Seller defaults and fails to cure said default
within ten (10) days after written notice, then Purchaser may elect, as its sole and exclusive remedies at law and
in equity, to either (i) have the Earnest Money returned, plus all accrued interest without offset of deduction, in
which event Seller shall pay to Purchaser all actual out-of-pocket expenses incurred by Purchaser in conducting
its due diligence, inspections and tests regarding the Property, but not more then $25,000, and this Agreement
shall be deemed terminated and the parties shall be released from further liability or (ii) pursue an action to
specifically enforce Seller's obligations under this Agreement. In the event legal action is instituted to interpret or
enforce the provisions of this Agreement, the prevailing party shall be entitled to recover from the other party the
prevailing party's costs and attorney's fees, including, without limitation, all costs and fees that are incurred in any
trial, on.any appeal and/or in any bankruptcy proceeding.
14. BROKERAGE COMMISSION: At Closing, Seller shall pay all commissions and other fees and
charges due to the seller's broker and buyer's broker pursuant to a separate agreement between Seller and
Broker. Seller agrees to indemnify, defend and hold Purchaser, and Purchaser's nominees, successors and
assigns harmless from any and all claims, costs, commissions, fees or damages by any person or firm claiming to
have negotiated, instituted or brought about this Agreement.
15. INDEMNIFICATION: Seller agrees to indemnify and hold Purchaser and its nominees,
successors, assigns, officers, directors, partners, agents and employees, harmless of and from any and all
liabilities, claims, causes of action, penalties, demands and expenses, of any kind or nature whatsoever (except
those items which by this Agreement specifically become the obligation of Purchaser) arising out of, resulting
from, relating to, or incident to the Property to and including the date of Closing or which are in any way related to
the ownership, maintenance or operation of the Property, including without limitation the operation of a business
thereon, and all expenses related thereto, including, without limitation, court costs and attorney's fees.
16. DAMAGE AND DESTRUCTION/CONDEMNATION: In the event that prior to the Closing (a)
damage or destruction of the Property or any portion thereof occurs, or (b) all or any portion of the Property is
taken by exercise of the power of eminent domain or any proceedings are threatened or instituted to effect such a
taking, Purchaser may elect either: (1) to terminate this Agreement upon written notice to Seller and Escrow
Agent, or (2) to consummate this Agreement, in which event Seller shall pay any deductible and assign to
Purchaser Seller's rights under any insurance policy covering the damage or destruction, or assign to Purchaser
Seller's right to receive any payment from such eminent domain proceedings. If Purchaser elects to terminate this
Agreement pursuant to this provision, Escrow Agent shall, within five (5) days following receipt of Purchaser's
notice, return the Earnest Money, together with accrued interest, to Purchaser without further written instructions
from Seller. Upon termination, neither party shall have any further obligations under this Agreement except as
otherwise provided in this Agreement.
17. SELLER COVENANTS:
(a) Commencing at the Effective Date and until the Closing, Seller shall not permit any liens,
encumbrances, or easements to be placed on the Property, nor shall Seller enter into any agreement regarding
the sale, rental, management, repair, improvement, or any other matter affecting the Property that would be
binding on Purchaser or the Property after the Closing without the prior written consent of Purchaser.
Page 6
(b) Commencing at the Effective Date and until the Closing, Seller shall not permit any act of waste
or act that would tend to diminish the value of the Property for any reason, except that caused by ordinary wear
and tear.
(c) Until Closing, Seller shall keep any mortgage(s) against the Property current and not in default
and pay taxes and other public charges against the Property so as to avoid forfeiture of Purchaser's rights under
this Agreement.
(d) After the Effective Date, Seller shall promptly advise Purchaser in writing of any facts known to
Seller indicating any material inaccuracy of any of the representations and warranties contained in Section 8 of
this Agreement and shall promptly give to Purchaser copies of any written notices which Seller receives
concerning the Property.
18. NOTICES: All notices to be given under this Agreement shall be in writing and sent by: (1)
certified mail, return receipt requested, in which case notice shall be deemed delivered three (3) business days
after deposit, (2) postage prepaid in the United States Mail, (3)a nationally recognized overnight courier, in which
case notice shall be deemed delivered one (1) business day after deposit with that courier, or (4) telecopy or
similar means if a copy of the notice is also sent by United States Mail, in which case notice shall be deemed
delivered on transmittal on the date of the confirmation by telecopier or other similar means, provided that a
transmission report is generated reflecting the accurate transmission of the notices, as follows:
To Purchaser: First Equity Acquisitions, LLC
1701 Golf Road, Tower 1, Suite 1106
Rolling Meadows, Illinois 60008
Facsimile: (847)427-8767
With a Copy to: Stahl Cowen Crowley LLC
Attn:Thomas G. Moffitt
55 West Monroe, Suite 1200
Chicago, Illinois 60603
Facsimile: (312)423-8176
To Seller: City of Waterloo
Attn: Mayor Hurley
715 Mulberry Street
Waterloo, Iowa
Facsimile:
With a copy to:
Facsimile:
or to such other address as Purchaser or Seller may respectively designate by written notice to the other.
19. MISCELLANEOUS PROVISIONS:
(a) Time is of the essence of this Agreement.
(b) All of the covenants, warranties, representations and agreements herein contained shall run with
the land and extend to and be binding upon the heirs, executors, administrators, successors and assigns of the
respective parties. This document contains all of the agreements between the parties and may be modified only
in writing.
(c) This Agreement may be executed in any number of counterparts, each of which shall be deemed
to be an original and all such counterparts taken together shall be deemed to constitute one and the same
instrument.
Page 7
(d) Seller agrees that upon its execution of this Agreement neither it nor its agents or employees will
(a) initiate, encourage the initiation by others of discussions or negotiates with third parties or respond to
solicitations by third parties relating to the Property or any part thereof, (b) fail to immediately notify Purchaser if
any third party attempts to initiate any such solicitation, discussion or negotiation with Seller nor will enter into any
agreement with any third party with respect to the Property or any part thereof.
(e) Seller and its agents, representatives, employees, partners, officers and directors will not disclose
the subject matter or terms of the transaction contemplated by this Agreement unless prior written consent to
such disclosure is obtained from Purchaser, which consent may be withheld at Purchaser's sole discretion.
(f) Purchaser may place a sign on the Property, which may include the name and telephone
numbers of Purchaser and/or Purchaser's brokers or agents.
(g) If Seller determines to conduct this transaction as part of a "like-kind exchange" pursuant to
Section 1031 of the Internal Revenue Code, Purchaser shall reasonably cooperate with Seller and execute any
reasonably necessary documents approved as to form and content by Purchaser, but at no cost or expense to
Purchaser.
(h) If any term or provision of this Agreement shall, to any extent, be held invalid or unenforceable,
the remainder of this Agreement shall not be affected.
(i) This Agreement shall be governed by and construed in accordance with Illinois law.
Q) This Agreement may be freely assigned by Purchaser to any third party, without Seller's consent.
(k) If any term, covenant, condition, provision or agreement herein contained is held to be invalid,
void or otherwise unenforceable by any court of competent jurisdiction, the fact that such term, covenant,
condition, provision or agreement is invalid, void or otherwise unenforceable shall in no way affect the validity or
enforceability of any other term, covenant, condition, provision or agreement herein contained.
(I) All terms of this Agreement shall be binding upon, inure to the benefit of and be enforceable by,
the parties hereto and their respective legal representatives, successors and assigns.
(m) Seller and Purchaser acknowledge each to the other that both they and their counsel have
reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any
amendments or exhibits hereto.
20. PATRIOT ACT.Seller and Purchaser represent and warrant to each other that they are in
compliance with the requirements of Executive Order No. 133224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the
"Order") and other similar requirements contained in the rules and regulations of the Office of Foreign Assets
Control, Department of the Treasury ("OFAC") and in any enabling legislation or other Executive Orders or
regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively
called the "Orders") and that neither party, nor any beneficial owner of thereof: (a) is listed on the Specially
Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other
list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or
pursuant to any other applicable Orders (such lists are collectively referred to as the "Lists"); (b) is a person or
entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders;
or(c) is owned or controlled by, or acts for or on behalf of, any person or entity on the Lists or any other person or
entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders.
Seller and Purchaser hereby covenant and agree that if either party obtains knowledge that such party or any of
its beneficial owners becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges
involving money laundering or predicate crimes to money laundering, such party shall immediately notify the other
party in writing, and in such event, the other party shall have the right to terminate this Agreement without penalty
or liability by delivery of written notice thereof to the other party.
[SIGNATURE PAGE TO FOLLOW]
Page 8
PURCHASER: SELLER:
FIRST EQUITY ACQUISITIONS, LLC The City of Waterloo
an Illinois limited liability company
By: By:
Its: Its:
Date: Date:
031949.0004\Doc#4\Purchase and Sale Agreement-Waterloo-4-5-07
Page 10
EXHIBIT B
EARNEST MONEY ESCROW INSTRUCTIONS
Escrow Officer:
Escrow No.:
Phone No.: (312)223-
Facsimile No.: (312)223-
Date: , 2007
TO: Chicago Title Insurance Company
171 N. Clark Street
Chicago, Illinois 60601
Attn: Virginia Moore
The amount of Twenty-Five Thousand Dollars ($10,000.00) (the "Earnest Money") is deposited with the Chicago
office of Chicago Title Insurance Company in escrow by First Equity Acquisitions, LLC, as the "Purchaser," under
that certain Purchase and Sale Agreement (the "Agreement"), dated , 2007, with The City of
Waterloo, as the "Seller".
As escrowee, you are hereby directed to hold, deal with and dispose of the Earnest Money together with any
other deposits, and which shall be referred to as the"Escrow Deposit", in accordance with the following terms and
conditions:
1. You are to hold the Escrow Deposit until: (a)you are in receipt of a joint order by the undersigned Seller
and Purchaser as to the disposition of the Escrow Deposit; or (b) you are in receipt of a written demand
(the "Demand") from either Seller or Purchaser for the payment of the Escrow Deposit or any portion
thereof. If you receive a Demand from Purchaser on or before the expiration of Investigation Period, as
such terms are defined in the Agreement, i.e. , 2007 (Investigation Period Expiration Date),
as the same may be amended, then you shall immediately comply with the Demand without the necessity
of giving notice to Seller and notwithstanding any contrary instruction you may receive from Seller. Upon
receipt of any Demand (other than a Demand from Purchaser on or before the expiration of the
Investigation Period, as provided above), you are directed to so notify the other party, enclosing a copy of
the Demand. If within five (5) days after the non-demanding party has received or is deemed to have
received your notice of your receipt of the Demand, you have not received from the non-demanding party
its notice of objection to the Demand, then you are to disburse the Escrow Deposit as requested by the
Demand. If within said five-day period you receive from the non-demanding party its notice of objection to
the Demand, then you are to continue to hold the Escrow Deposit until you are in receipt of a joint order
as aforesaid, but after sixty (60) days you may deposit the Escrow Deposit with a Court of competent
jurisdiction.
2. Notwithstanding the foregoing, as escrowee, you are hereby expressly authorized to regard and to
comply with and obey any and all orders, judgments or decrees entered or issued by any Court, and in
case you obey or comply with any such order, judgment or decree of any Court, you shall not be liable to
either of the parties hereto or any other person or entity by reason of such compliance, notwithstanding
any such order, judgment or decree be entered without jurisdiction or be subsequently reversed,
modified, annulled, set aside or vacated. In case of any suit or proceeding regarding these Escrow
Instructions, to which you are or may at any time be a party, the undersigned Seller and Purchaser agree
that the non-prevailing party shall pay to you upon demand all reasonable costs and expenses incurred
by you in connection herewith.
3. Any escrow fee to be charged by you is to be borne equally by the undersigned Seller and Purchaser.
4. As escrowee, you shall invest the Escrow Deposit in an interest-bearing savings or money market
account or short term U.S. Treasury Bills or similar cash equivalent securities, as the undersigned
Purchaser may direct. Any interest earned on the Escrow Deposit, after you deduct your customary
investment charges, shall become and be deemed to be a part of the Escrow Deposit.
Page 12
5. All notices or other communications hereunder shall be in writing and shall be personally delivered or sent
by overnight courier (such as Federal Express), by facsimile transmission or by first class United States
Mail, postage prepaid, registered or certified (return receipt requested)to the respective addresses for the
Seller's counsel, Purchaser's counsel, and escrowee as herein provided. A notice is given on the date it
is personally delivered, sent by overnight courier or facsimile transmission, or deposited with the United
States Mail for delivery as aforesaid. A notice is received on the date it is personally delivered, the day
after sent if sent by overnight courier or facsimile transmission or, if sent by mail as aforesaid, on the date
noted on the return receipt.
6. Purchaser and Seller may act hereunder either directly or through their respective attorneys:
The Purchaser's attorney is:
Stahl Cowen Crowley LLC
55 W. Monroe
Suite 1200
Chicago, Illinois 60603
Telephone: 312.377.7861
Facsimile: 312.423.8176
Attn: Thomas G. Moffitt, Esq.
The Seller's attorney is:
7. These Escrow Instructions are being entered into to implement the Agreement and shall not (nor be
deemed to) amend, modify or supersede the Agreement or act as a waiver of any rights, obligations or
remedies set forth therein; provided, however, that you may rely solely upon these Escrow Instructions.
8. In case of any suit or proceeding at law or in equity regarding the Earnest Money or these Escrow
Instructions, the non-prevailing party shall pay the prevailing party all costs and expenses (including, but
not limited to, attorney's fees) incurred by the prevailing party, and if such prevailing party shall recover
judgment in any such suit or proceeding, such costs and expenses(including but not limited to attorneys'
fees)shall be included in and as a part of such judgment.
9. These Escrow Instructions may be signed in any number of counterparts each of which shall be deemed
to be an original and all of which taken together shall constitute one and the same instrument.
Page 13
Agreed and Acknowledged this day of , 2007.
PURCHASER: SELLER:
First Equity Acquisitions, LLC, an The City of Waterloo
Illinois limited liability company
By: By:
Chicago Title Insurance Company
By:
Title:
Escrow No:
Page 14
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