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HomeMy WebLinkAboutStone Holdings LLC - Real Estate Purchase Agmnt-10/3/201109/22/2811 17:08 3192340087 Sep. 22. 2011 4:32PM A -LINE IRON & METALS PAGE 03 No, 1084 P. 3 REAL ESTATE PURCHASE AGREEMENT TO: Stone Holdings LLC ("Seller") FROM: City of Waterloo, Iowa ("13uyer") 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 319 West Second Street, legally described as; SEE ATTACHED EXHIBIT "A" together with any easements and appurtenant servient estates, but subject to any reasonable easements of record for public utilities or roads, any zoning restrictions customary restrictive covenants and mineral reservations of record, if any, herein referred to as the "Property," upon the following terms and conditions: 1. EARNEST MONEY AND PURCHASE PRICE. The Purchase Price shall be $63,000.00, of which $500.00 is on deposit with the law firm of Clark, Butler, Walsh & Hannan, to be held in trust, and the balance of the Purchase Price shall be due and payable in frill at closing, to be delivered to the Seller upon perfonnance of Seller's obligations and satisfaction of Buyer's contingencies, if any. If this Agreement is not accepted by Seller or if it is rescinded by Buyer for failure of title or any other reason provided for in this Agreement, then the earnest money shall be returned to Buyer. Any other release of earnest money shall require the written consent of both parties. 2. POSSESSION AND CLOSING. If Buyer timely performs all obligations, possession of the Property shall be delivered to Buyer at closing. Closing shall occur on or before November 11, 2011, as the patties may hereafter agree, but in any event after the approval of title by Buyer and satisfaction or waiver of contingencies, if any. 3. REAL ESTATE TAXES. Seller shall pay taxes prorated to the closing date and any unpaid teal estate taxes payable in prior years. Buyer shall pay all subsequent real estate taxes. Unless otherwise provided in this Agreement, at closing Seller shall pay Buyer, or Buyer shall be given a credit for, taxes from the first day of July prior to possession to the date of possession based upon the Last known actual net real estate taxes payable according to public 09/22/2011 17:08 3192340087 Sep. 22 2011 4:33PM A -LINE IRON & METALS PAGE 04 No. 1084 P. 4 records. However, if such taxes are based upon a partial assessment of the present property improvements or a changed tax classification as of the date of possession, such proration shall be based on the current levy rate, assessed value, legislative tax rollbacks and real estate tax exemptions that will actually be applicable as shown by the assessor's records on the closing date. 4. SPECIAL ASSESSMENTS. A. Seller shall pay at time of closing all installments of special assessments which are a lien on the Property as of closing, and all prior installments thereof. B. All charges for solid waste removal, sewage and maintenance that are attributable to Seller's possession, including those for which assessments arise after closing, shall be paid by Seller. C, Any preliminary or deficiency assessment which cannot be discharged by payment shall be paid by Seller through an escrow account with sufficient funds to pay such liens when payable, with any unused funds returned to Seller. D. Buyer shall pay all other special assessments or installments not payable by Seller. 5. RISK OF LOSS AND INSURANCE. Seller shall bear the risk of loss or damage to the Property prior to closing. Seller agrees to maintain existing insurance, and Buyer may purchase additional insurance. 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. The Property shall be deemed substantially damaged or destroyed if it cannot be repaired to its present condition on or before the closing date. 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. Also included shall be the following: The following items shall not be included: A17 //I Pi »' < �!I 7. CONDITION OF PROPERTY. The Property as of the date of this Agreement, including buildings, grounds, and all improvements, will be preserved by the Seller in its present condition until possession, ordinary wear and tear excepted. Seller sells the Property "AS IS" and makes no warranties, expressed or implied, as to the condition of the Property. Within 20 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. 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 2 09/22/2011 17:08 3192340087 A -LINE IRON & METALS PAGE 05 Sep. 22. 2011 4:33PM No.1084 P. 5 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. 8. ABSTRACT AND TITLE. Seller, at its expense, shall obtain an abstract of title to the Property continued through a date that is within thirty (30) days of the closing, and deliver it to Buyer's attorney for examination. It shall show marketable title in Seller in conformity with this Agreement, Iowa law, and title standards of the Iowa State Bar Association. The Seller shall make every reasonable effort to promptly perfect title. If closing is delayed due to Seller's inability to provide marketable title, this Agreement shall continue in force and effect until either party rescinds the Agreement after giving ten days' written notice to the other party. The abstract shall become the property of Buyer when the Purchase Price is paid in full. Seller shall pay the costs of any additional abstracting and title work due to any act or omission of Seller, including transfers by or the death of Seller or its assignees. Unless stricken, the abstract continuation shall be obtained from the Black Hawk County Abstract Company. 9. SURVEY. If a survey is required under Iowa Code Chapter 354, or city or county ordinances, Seller shall pay the costs thereof. Buyer may, at Buyer's expense prior to closing, have the Property surveyed and certified by a registered 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. 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. Seller shall also provide Buyer with a properly executed groundwater hazard statement showing no wells, solid waste disposal sites, hazardous wastes and underground storage tanks on the Property unless disclosed here: B. Buyer may at Buyer's expense, within 30 days after the date of acceptance of this Agreement, obtain a report from a qualified engineer or other person qualified to analyze the existence or nature of any hazardous materials, substances, conditions or wastes located on the Property. Seller shall cooperate in providing reasonable access to Buyer's inspectors and engineers. In the event any hazardous materials, substances, conditions 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 $1,000 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 inspection shall be paid by Buyer. The expense of any action necessary to remove or otherwise make safe any 3 09/22/2011 17:08 3192340087 Sep. 22. 2011 4:34PM A -LINE IRON & METALS PAGE 06 No. 1084 P. 6 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, Seller shall convey the Property to Buyer by warranty deed, free and clear of all liens, restrictions, and encumbrances except as provided in this Agreement. General warranties of the title shall extend to the time of delivery of the deed excepting liens and encumbrances suffered or permitted by Buyer. 12. JOINT TENANCY IN PROCEEDS AND IN REAL ESTATE. If Seller, immediately preceding acceptance of the offer, holds title to the Property in joint tenancy with full rights of survivorship, and the joint tenancy is not later destroyed by operation of law or by acts of the Seller, theft the proceeds of this sale, and any continuing or recaptured rights of Seller in the Property, shall belong to Seller as joint tenants with full rights of survivorship and not as tenants in common; and Buyer in the event of death of any Seller, agrees to pay any balance of the price due Selier under this contract to the surviving Selier and to accept a deed from the surviving Seller. 13. JOINDER BY SELLER'S SPOUSE. Seller's spouse, if not a title holder immediately preceding acceptance, executes this Agreement only for the purpose of relinquishing all rights of dower, homestead, and distributive share or in compliance with Section 561.13 of the Code of Iowa and agrees to execute the deed or real estate contract for this purpose, 14. STATEMENT AS TO LIENS. If Buyer intends to assume or take subject to a lien on the Property, Seller shall furnish Buyer with a written statement prior to closing from the holder of such lien, showing the correct balance due. 15 USE OF PURCHASE PRICE. At time of settlement, funds of the Purchase Price may be used to pay taxes and other liens and to acquire outstanding interests, if any, of others, 16. 1031 EXCHANGE. N/A, 17. APPROVAL OF COURT. N/A. 18. REMEDIES OF THE PARTIES. A. If Buyer fail to timely perform this Agreement, Seller may forfeit it as provided in the Iowa Code (Chapter 656), and all payments made shall be forfeited; or, at Seller's option, upon thirty days' written notice of intention to accelerate the payment of the entire balance because of Buyer's default (during which thirty days the default is riot 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 fres. 4 09/22/2011 17:08 3192340087 A -LINE IRON & METALS PAGE 07 Sep. 22. 2011 4:34PM No. 1084 P. 7 19. NOTICE. Any notice under this Agreement shall be in writing and be deemed served when it is delivered by personal delivery or mailed by certified mail, addressed to the parties at the addresses given below. 20. GENERAL PROVISIONS. In the performance of each part of this Agreement, time shall be of the essence. Failure to promptly assert rights herein shall not, however, be a waiver of such rights or a waiver of any existing or subsequent default. This Agreement shall apply to and bind the successors in interest of the parties. This Agreement shall survive the closing. This Agreement contains the entire agreement of the parties and shall not be amended except by a written instrument duly signed by Seller and Buyer. Paragraph headings are for convenience of reference and shall not limit or affect the xneaning 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. 21390- . _ .. • R,arty-n eed ®al • r1 estate t or-br-el� `- g ansacdon. i% f� p c� v F 77- is irviv 22. ADDITIONAL PROVISIONS_ A. The parties acknowledge that Buyer is acquiring the Property for economic development purposes. Buyer's rights and duties under this Agreement are assignable to any person or entity that will further the economic development objectives contemplated by Buyer. B. ,special contingencies to effectiveness of Agreement. Notwithstanding any signatures below by representatives of Buyer, this Agreement is expressly subject to approval by the city council of Buyer and to the city council's approval of an issuance of general obligation bonds to cover the Purchase Price. 23. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the parties, superseding all prior or contemporaneous understandings, negotiations, discussions, or agreements between the parties with respect to the subject matter hereof. 24. ACCEPTANCE. When accepted, this Agreement shall become a binding contract. If not accepted by Seller on or before October 7, 2011, this Agreement shall be null and void. D c014e-t- -Jj d ` DatedDecember , 204• Accepted December , 2011 BUYER SELLER City off erloo, lon a By: Its: oldings, LLC BItS By: i�iii� � � 5 Exhibit "A" Legal Description The Northwesterly 50 feet of Lot No. 5 except the Northeasterly 90 feet thereof; and The Northeast 30 feet of Lot No. 6 and the Northeast 30 feet of the Northwest 20 feet of Lot No. 7, all in Block No. 14 in the Original Plat, on the West Side of the Cedar River, in the City of Waterloo, Black Hawk County, Iowa. CONSENT TO DUAL AGENCY (To be signed by Seller/Buyer at time specific assistance is first provided) The term "Seller shall hereinafter refer to Seller, Landlord, or Optloner. The term "Buyer' shall hereinafter refer to Buyer, Tenant, or Optionee. C rah IV, Consensual Dual Agency of the Company Policy/Agency Disclosure axfdii& have read and understand paragraph 9 knowledgerr,> t and her .j= a t• Con enual Dual Agency representation in os- :Itu io ;(9.611 Date AV Buyer Date i Company nsee g,// Lic Date r ate Seller Date Compat Licen SPECIFIC PROPERTY AGENCY DISCL'SURE AGREEMENT (To be signed by Buyer upon writing offer and by Seller prior to presentation of Purchase Agreement) The term "Seller" shall hereinafter refer to Seller, Landlord or Optionor. The term "Buyer" shall hereinafter refer to Buyer, Tenant or Optionee. 9/4/0 t i//Di to PROPERTY ADDRESS Seller and Buyer request that Selling Company/Licensee and Listing Company/Licensee select, prepare, and complete form documents as authorized by Iowa law or Iowa Supreme Court Rule, Such as purchase agreement, groundwater hazard, and declaration of value, incident to a residential real estate transaction. IF Seller and Buyer and Listing and Selling Licensee are undertaking a Consensual Dual Agency representation in the sale of the above named property, Seller and Buyer acknowledge that they were previously informed of the possibility of Consensual Dual Agency and have signed the Consent to Dual Agency. The undersigned acknowledge that the Listing Company/Licensee and the Selling Company/Licensee have made a disclosure of the type of representation each will provide. The undersigned, by their signature below, acknowledge receipt of a copy of this Agency DisclosurAgreement and confirmation of the representation being provided. Z/h/ In the Purchase Agreement dated between the parties and the respective real estate Company(s)/Licensee(s) is: , involving the above property, the agency relationship Selling Company/Licensee ,,"BCiyer Exclusive Agency Consensual Dual Agency Self Representation IF YOU D NOT UNDERSTAN Listing Cgrnpany/Licensee Iter Exclusive Agency Consensual Dual Agency Self Representation THIS DOCUMENT, CONSULT AN ATTORNEY. uyer Buyer la'3f�ll I Date Date k_ Selling Co .any Licensee Date �// Date 98-104 ROLE OF BUYER AND SELLER IN CONSENSUAL DUAL AGENCY. In a Dual Agency situation, Seller and Buyer acknowledge and agree they have the responsibility to negotiate and make their own decisions as to what terms are to be included in any agreement for the purchase and sale of Seller's property. Seller and Buyer also acknowledge they understand that Company/Licensee representing more than one party to a transaction can create a conflict of interest since both clients may rely upon Company/Licensee's advice, and the client's respective interests may be adverse to each other. Seller and Buyer understand they may seek independent legal counsel in order to assist them with any matter relating to a purchase agreement or any other aspect of this transaction. Seller and Buyer have the duty to protect their own interests and are advised by Company/Licensee to carefully read all documents to assure that they adequately express the parties understanding of the transaction. If Seller or Buyer have questions regarding the duties and responsibilities of Company/Licensee, those questions should be resolved before signing this document. DUTIES OF A REAL ESTATE LICENSEE TO A CLIENT A client is a party to a transaction who has an agency relationship with a Company/Licensee for real estate services. A Company/Licensee providing real estate services to a client shall do all of the following: a. Place the client's interests ahead of the interests of any other party, unless loyalty to a client violates the Licensee's duties under the Consensual Dual Agency provision of the Iowa Code or any other applicable law. b. Disclose to the client all information known by the Company/Licensee that is material to the transaction and that is not known by the client or could not be discovered by the client through reasonably diligent inspection. c. Fulfill any obligation that is within the scope of this Company Policy/Agency Disclosure and Acknowledgment, except those obligations that are inconsistent with other duties that the Company/Licensee has under the provisions of the Iowa Code or any other law. d. Disclose to a client any financial interests the Company/Licensee has in any business entity to which the Company/ Licensee refers a client for any service or product related to the transaction. The client is not obligated to use any such recommended company, and may select a different company. NOTE: Company/Licensee (circle applicable) has a financial interest in or an affiliate relationship with the following companies or business entities: DUTIES OF A REAL ESTATE LICENSEE TO ALL PARTIES TO THE TRANSACTION In providing real estate services to all parties to a transaction, Company/Licensee shall do all of the following: a. Provide brokerage services to all parties to the transaction honestly and in good faith. b. Diligently exercise reasonable skill and care in providing real estate services to all parties. c. Disclose to each party all material adverse facts that the licensee knows except for the following: 1. Material adverse facts known by the party. 2. Material adverse facts the party could discover through a reasonably diligent inspection, and which would be discovered by a reasonable prudent person under like or similar circumstances. 3. Material adverse facts the disclosure of which is prohibited by law. 4. Material adverse facts that are known to a person who conducts an inspection on behalf of the party. d. Account for all property coming into the possession of a licensee that belongs to any party within a reasonable time of receiving the property. If you do not understand this document, seek legal advice before signing.The undersigned acknowledges that the Company/Licensee has made a full disclosure of the types of representation the Company can provide. The undersigned acknowledge receipt of a copy of this Company Policy/Agency Disclosure and Acknowledgment document. IoJ 319o,, Seller Date Seller/Buyer Date Licensee Page 2 of 2 Date 98-104 Adopted by the Waterloo -Cedar Falls Board of REALTORS® (Revised 8/04) COMPANY POLICY/AGENCY DISCLOSURE AND ACKNOWLEDGMENT (To be signed by Seller/Buyer at or prior to the time specific assistance is first provided.) When you enter into a discussion with a real estate licensee regarding a real estate transaction, you should from the outset understand who the licensee is representing in the transaction. More importantly, you should understand how that representation affects your relationship with the Company (the term "Company" hereinafter refers to the Real Estate Company and its Licensees). Below is a list of the representation options available from OAKRIDGE REALTORS (hereinafter referred to as the "Company") Licensee has "checked" the appropriate box(s) for each policy that applies to Company. The term "Seller" shall hereinafter refer to Seller, Landlord or Optionor. The term "Buyer" shall hereinafter refer to Buyer, Tenant or Optionee. ® I. SELLER EXCLUSIVE AGENCY When the Company/Licensee lists property for sale and the property is sold by a different real estate Company, it is the policy of the Company to represent the Seller(s) exclusively. ® II, BUYER EXCLUSIVE AGENCY When the Company/Licensee assists you in writing your purchase agreement and the property is listed with a different real estate company, it is the policy of the Company/Licensee to represent the Buyer(s) exclusively. If the Company/Licensee represents the Buyer(s) exclusively, the Company/Licensee may receive compensation for the transaction from the listing company pursuant to a cooperation agreement between the two Companies or may be compensated by the Buyer. ® III. SELF REPRESENTATION A person(s), partnership, or company (buying or selling) may represent themselves in a transaction . If a Buyer or Seller elect to represent themselves in a transaction, it is the policy of the Company/Licensee to treat that Buyer or Seller as a "Customer" and not as a "Client". "Customer" means a consumer of real estate services in connection with a real estate transaction who is not being represented by the licensee, but for whom the licensee may perform ministerial acts. A customer may be a client of another broker, may not have yet decided whether or not to be represented by any broker, or may have chosen not to be represented by any broker. "Client" is defined below under "Duties of a Real Estate Licensee to a Client". • IV. CONSENSUAL DUAL AGENCY A. When a real estate Company both lists and sells the property (the Listing Company and the Selling Company are the same company), it is the policy of the Company/Licensee to represent the Seller(s) and Buyer(s) as Consensual Dual Agent(s). B. A real estate Company/Licensee acting directly or through a licensee can legally be the Agent of both the Seller and the Buyer, but only with the knowledge and written consent of both parties. If a Buyer represented by a Company/Licensee wants detailed information about, or to see, a property of a Seller being represented by the same Company, the Company/Licensee shall make every reasonable effort to remain impartial to the parties. In these circumstances, Company/Licensee immediately becomes a Dual Agent. Seller and Buyer acknowledge that, prior to such circumstances, Company/Licensee acted as agent of the Seller and acted as agent of the Buyer. In those separate roles, Company/Licensee may have obtained information which, if disclosed, could harm the bargaining position of the party providing such information to Company/Licensee. Provisions that govern the actions of Company/Licensee: 1. Company/Licensee shall not knowingly say anything or do anything which might place one party at a disadvantage, disclose personal confidence of one party to the other party, including motivation to sell/buy, negotiating strategy, or any other information a party specifically instructs Company/Licensee in writing not to disclose, unless disclosure is required by law. 2. Company/Licensee shall not, without prior express written consent of Seller, disclose to Buyer that Seller might accept a price less than the listing price, or accept terms less favorable to Seller than is indicated in the listing agreement, nor shall Company/Licensee, without the prior express written consent of Buyer, disclose to Seller that Buyer may be willing to pay a higher price, or accept terms less favorable to Buyer than those indicated in Buyers last written offer. 3. Company/Licensee will endeavor to be impartial between the parties and shall not represent the interests of either Seller or Buyer to the detriment of the other party. Company/Licensee is obligated to inform each party of all facts Company/Licensee knows which would affect the party's decision to permit Company/ Licensee to represent both Seller and Buyer. Seller and Buyer are not required to consent to Dual Agency. Page 1 of 2 09/22/2011 17:08 3192340087 A -LINE IRON & METALS PAGE 02 Sep. 22. 2011 4:32PM No. 1084 P. 2 Page 1 of 1 Subj: Date: From: To: a 4 4 Acquisition Contract 9/22/2011 3:09:48 P.M. Central Daylight Time NO EL.ANDERSO N (m WATERL00-IA.ORG MJT1825©aol.com Mike - sorry - a day late, but not a dollar short, I have attached an acquisition contract for the purchase of 319 West 2nd Street, owned by your client Stone Holdings, LLC. Please check/supply the following: 1, Review the acquisition contract and let me know of any questions, This is a pretty standard AC for the City of Waterloo, so it should look pretty standard in your review as well, 2. Check the name Stone Holdings, LLC - is there a comma between Holdings and LLC. anything else, is this right? 1-40 3. Gather up abstract for updating, and when complete get to Chris Wendland at Clark Butler Walsh and Hamman office. ni) 4. Please get legal description (from abstract or previous purchase agreement) to me so I can aensure we have everything correct there. n,phV wSw�r.wv,✓,v tnw,vwv...........Fs.'.......�.. ,N••Pn<w��nn-.r.r�ey,w4� -.4..R �...UJIww. J04a. Win. now with nothing there "NA"). 7. For signature line, is Kyle signatory - please spell out hie name, note he is president or whatever for Stone Holdings, LLC so we have that correct as well. thanks, Noel Noel Anderson Community Planning & Development Director City of Waterloo 715 Mulberry Street Waterloo, Iowa 50703 Phone 319.291.4366 Fax: 319.291.4262 Cell: 319.290.6357 "To the world you may be one person, but to one person you may the world."- Heather Cortez Thursday, September 22, 2011 AOL: MJT1 825