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Home My WebLink AboutPrime RE, LLC Dry Run Creek - (Parcel 135 and 135A)-3/6/2017ACQUISITION CONTRACT Parcel No(s). 135 and 135A PROJECT: Dry Run Creek Interceptor Project THIS ACQUISITION CONTRACT (the "Contract") is made and entered into as of between Prime RE, LLC ("Seller"), and City of Waterloo, Iowa, ("Buyer"). ,2017 by and 1. Seller agrees to sell to Buyer, and Buyer agrees to buy, the following real estate and/or easement interests (the "Property"), described as: See plats and legal descriptions attached as Exhibit "A" and Exhibit "B", City of Waterloo, State of Iowa, which includes the buildings, improvements and other fixtures thereon. The Property also includes, if applicable, all estates, rights, title and interests, including all easements, and all advertising devices and the right to erect such devices as are located thereon. 2 Possession of the Property is the essence of this Contract, and Buyer may enter and assume full use and enjoyment of the premises per the terms of this Contract. Seller hereby grants Buyer the immediate right of access and entry to the Property for project purposes, including but not limited to gathering survey and soil data. Seller may surrender possession of the Property or any part thereof prior to the time at which it has hereinafter agreed to do so, and agrees to give Buyer ten (10) days notice of Seller's intention to do so by calling Buyer at (319) 291-4366. 3. The Purchase Price shall be $ 37.415.39. based on a fee title value of $2.24 per foot, as itemized on Exhibit "C" attached hereto. Of the Purchase Price, $100.00 is on deposit with the law office of Clark, Butler, Walsh & Hamann, to be held in trust, and the balance of the Purchase Price shall be due and payable in full at closing, to be delivered to the Seller upon performance of Seller's obligations and satisfaction of Buyer's contingencies, if any. If this Contract is not accepted by Seller or if it is rescinded by Buyer for failure of title or any other reason provided for in this Contract, then the earnest money shall be returned to Buyer. Any other release of earnest money shall require the written consent of both parties. In addition to the Purchase Price, if Seller is eligible for relocation expenses then it shall also receive relocation housing costs equal to the amount by which the Purchase Price of Seller's replacement property exceeds $118,800, up to a maximum award of $22,500. 4. Possession of the Property shall be delivered to Buyer at closing, which shall occur on or before April 30, 2017, as the parties may hereafter agree, but in any event after the approval of title by Buyer and satisfaction or waiver of contingencies, if any. No later than the closing date, Seller shall remove from the Property all of its personal property, trash, and debris of any type that is not a structure or a fixture. Within said time Seller shall also remove all hazardous materials and/or substances from the Property on or above the ground surface, including but not limited to barrels, cans, or bottles of any kind. Costs incurred by Buyer to remove any items teff behind by Seller shall be set off against moving costs and/or other expenses that Buyer agrees to reimburse to Seller under this Contract. 5. Seller warrants that there are no tenants on the Property holding under a lease except: 6. This Contract shall apply to and bind the legal successors in interest of the Seller, and Seller agrees to pay all encumbrances, claims, liens and assessments against the Property, including all taxes and special assessments payable until surrender of possession as required by Section 427.2 of the Code of Iowa, and agrees to warrant merchantable title. Names and addresses of lienholders are: (a) Black Hawk County, Iowa, for taxes. (b) Unknown until completion of abstract continuation 7. Buyer may include mortgagees, lienholders, encumbrances and taxing authorities as payees on warrants as contract payment. Seller will furnish and deliver to Buyer an abstract of title continued by Black Hawk County Abstract Company to a date within thirty (30) days before the closing date, showing merchantable title to the Property in Seller in conformity with this Contract, Iowa law, and title standards of the Iowa State Bar Association. Seller agrees to pay the cost of abstract continuation, or creation, as necessary. Seller agrees to obtain court approval of this Contract, if requested by the Buyer, if title to the Property becomes an asset of any estate, trust, conservatorship or guardianship. Seller agrees to pay court approval costs and all other costs necessary to transfer the Property to the Buyer. Seller shall convey the Property to Buyer by warranty deed, free and clear of all liens, restrictions, and encumbrances except as provided in this Contract. 8. If the Seller holds title to the Property in joint tenancy with full rights of survivorship and not as tenants in common at the time of this Contract, Buyer will pay any remaining proceeds to the survivor of that joint tenancy and will accept title solely from that survivor, provided the joint tenancy has not been destroyed by operation of law or acts of the Seller. 9. Seller agrees to keep property hazard insurance coverage in force in a minimum amount equal to the Purchase Price, payable to all parties as their interests may appear, from the date of this Contract until delivery of the deed and possession. Buyer shall notify all insurance companies of this Contract. In case of loss or destruction of part or all of the Property from causes covered by the insurance, Seller agrees to accept the lump sum payment and to endorse the proceeds of any such insurance recovery to the Buyer. Seller hereby assigns the proceeds of any such insurance recovery to the Buyer, and Seller hereby assigns to Buyer any and all of Seller's rights under such insurance contract. 10. The Seller has agreed to sell the Property to the Buyer. Seller acknowledges if it fails to complete its duties of performance under this Contract, Buyer may exercise its power of eminent domain to acquire the Property, provided that the Property is deemed essential by the City Council to keep the project moving forward, or Buyer may exercise other remedies available under applicable law. Buyer agrees to cooperate with Seller, at Seller's request and at no additional cost to Buyer, to have this transaction qualify as an involuntary conversion pursuant to §1033 of the Internal Revenue Code. 11. This Contract shall become effective only upon the occurrence of each of the following two events: (a) acceptance and approval of the Contract by the City Council of the City of Waterloo, and (b) the environmental clearance of the Property in accordance with Phase I site assessment and recommended subsequent activities. In supplementation of the Phase I, Seller agrees, no later , to disclose to Buyer all contamination of the Property by hazardous wastes and/or substances of which Seller has knowledge. 12. This Contract, together with the exhibits and attachments attached hereto, constitutes the entire agreement between Buyer and Seller, and there is no agreement to do or not to do any act or deed except as specifically provided herein. This Contract may be modified only in a writing signed by both parties. Time is of the essence of this Contract. WHEREFORE, the parties � ered into this Acquisition Contract as of the date first set forth above. Prime R , C BY: CA-. els 's cA--kAc Its: ,.�.,r..,xe- SELLER'S ACKNOWLEDGMENT: STATE OF IOWA: ss: GI Le- 114 $8til SSN or EIN Acknowledged before me on a ,,�.p1�l , by GL4iS4p 5L( h5 lle-tN(as (r-C.rY)%. _ of Seller) . APPROVAL R 0 MELISSA YOUNGBLU T COMMISSION NO. 747753 MY OA MISSION 'IP City Planning Staff Ck. LA\J Notary Pu lic APPROVED BY: ATTEST: (Mayor) DATE APPROVED: 3 �(o 1 (Date) BUYER'S ACKNOWLEDGMENT: STATE OF IOWA, BLACK HAWKCOUNTY, ss: r Acknowledged before me on 3l1 by Quentin Hart and Kelley Felchle as Mayor and City Clerk, respectively, of the City of Waterloo, Iowa. 10 W % NANCY HIGBY C:CNIMISSION NO.768229 COMMI�SI01 EXPPIRES 2 4\4, Notary Public EXHIBIT "C" So Feet Price Price per square foot (fee interest) = $2.24 Fee acquisition 11,578 $25,934.72 Temporary easement(s) 51,253 $11,480.67 TOTAL $37,415.39