The URL can be used to link to this page

Home My WebLink About2017-08-24-Resolutions 17-414_Phillips-Hamilton - Property Purchase - OfferTHE CITY OF WAUKEE,IOWA RESOLUTION 17-414 RESOLUTION APPROVING PURCHASE AGREEMENT IN THE NAMEAND BY THEAUTHORITYOF THE CITY OF WAUKEE,IOV'A WHEREAS,the City of Waukee has received an Option to Purchase Agreement (hereinafter referred to as the "Agreement")related to property owned by Phillips-Hamilton,Inc.;AND WHEREAS,the City Council of the City of Waukee deems it to be in the best interest of the City to purchase the property;AND WHEREAS,the proposed Agreement between Phillips-Hamilton,Inc.,and the City of Waukee is attached as Exhibit "A". NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of Waukee that the Option to Purchase is approved. BE IT FURTHER RESOLVED that the Mayor is hereby authorized to executed said Agreement on behalf of the City and the City Staff is directed to proceed in accordance with the Agreement.Upon the determination of the City Attorney that the conditions of the offer have been satisfied and title delivered staff is authorized and directed to proceed with closing. PASSED,APPROVED,AND ADOPTED this 24"day of August,2017. illiam F,card,Mayor Attest: Rebecca D.Schuett,City Clerk ROLL CALL VOTE Anna Bergman R.Charles Bottenberg Brian Harrison Shelly Hughes Larry R.Lyon AYE X X X X X NAY ABSENT ABSTAIN OPTIO."l TO PURCHASE This Optit(n to Purchase (the 'Option Agreement")is made and entered into on this 2'fW day of ~14~,2017,by and between Phillips I-lamilton,inc.,an iowa corporation('Pfiiliips 1lamilion)and the City of Waukee.iowa ("Waukeeo), WHEREAS,Phillips Hamilton is the fee owner of approximately 224.15 acres of real property located in Waukee and bordered by 300"Street University Avenue to the North,310" Street to the South,Ute Avenue to the East and V Avenue to the West as legally described on the attached Exhibit "AO and as depicted in the drawing attached as Exhibit "BO (the OOptioned Real Estate"), WBKRKAS,Waukee desires to acquire an option to purchase the Optioned Property and Phillips Hamilton agrees to sell such option on the terms set forth in this OOption Agreement." NOW,THEREFORE,in consideration of the mutual covenants set forthin this Option Agreement,the parties agree as follows: O~ip I .0 I Id I fhlptlpptl th ffl I y f hl hl acknowledged,Phillips Hamiltongrants to Waukee the exclusive option to purchase the Optioned Real Estate,including all easementsand right of ways pursuant to the teims of this Agreementand in the stages set forth in Paragraph 4 'Exercise to Option."Should Waukce exercise its option to purchase,this $100,000 shall be applied to the Purchase Price. Purchase Price.Tfie Purchase Price shall be $42,000.00 per acre or a total of $9,414,300 (224.15 x 42,000.00). fP .Up «I fl Opd,philhf 0 Ilt,0 II and Waukee,as Buyer,shall enter into a real estate contract with the following terms: a.Payment of the Purchase Price by Waukee less the f 100,000.00 option payment and any other appropriate credits as set forth in this Option Agreemenb Real estate taxes shall be pro-rated to the date ol Closing,with Phillips Hamiltonproviding a credit to Waukee for any unpaid taxes applicable to its ownership up to the date of Closing. Phillips Hami ltonshal1 pay all special assessments due for the Optioned Real Estate up to the date of Closing. Any additional terms shall be consistent with the sale of commercial real estate within the Des Moines Greater Metropolitan Area and the terms ol' this Agreement. 4.k~ifQ I .W I hit,I hl pptl I h fit I gh Stages: &OOiR I:0 I t'J 1,.015,W k h II I I pll purchase Government Lot 2 and Government I.ot 3 (totaling approximately I03.5 acres)for $4,347,000,with the $I00,000,00 option price applied to the Purchase Price. ~Qi S Il:0 0 I'J ly15,20.1,W k h II I h*pl to purchase Government Lot I and Government Lot 4 (totaling approximately 67.40 acres)for $2,830,800.00.Waukee shall have the ability to extend this closing date until November I5,2021 by paying an additional $25,000 (DExtension Payment"),which monies shall then be applied to the Purchase Price at Closing. ~Qi M IIIO ht'I lyl5 2022 W I hilt *0 ptl to purchase Government Lot 6 (totaling approximately 53.25 acres)for $2,236,500.00.Waukee shall have the ability to extend this closing date until November 15,2022 by paying an additional $25,000 ("Extension PaymentD),which monies shall then be applied to the Purchase Price at Closing, Title.Upon the exercise ol'this option,PhillipsHamilton shall deliver to Waukee anabstract of title continued through the date of the exercise of the option,and Waukee may obtain an attorney's title opinion with respect to the Real Estate. Waukee shall provide written notice to PhillipsHamilton of any matter adversely aft'ecting the Real Estate as determined by the attorney's title opinion.Phillips Hamiltonshall have a period oF ten (10)days Ii'om receipt of said attorney's title opinion to cure all title defects to the reasonable satisfaction of Waukee.If title defects are not terminated to the reasonable satisfaction of Waukee.Waukee has the right to either (i)terminate the exercise of the option by written notice to thePhillips Hamiltonand terminate this Agreement or (ii)waive the title deFect. 6.Closin on Exercise of 0 tion,Closingshall occur at a date which is no later than 90 days from the date Waukee exercises each stage of the option. D Dlg .D gth Pl P Id,pklgptl Itl.I ll ff dW k ~W k 'g,p t 'dldp 4 t .«0 propetuy in connection with Waukee's due diligence and evaluation of the property all of which shall be conducted at Waukee's sole cost and expense. Phillips Hamiltonagrees to cooperate with and assist Waukee in conducting Waukee's due diligence with respect to the property,provided,however,that Waukee shall reimburse Phillips Hamiltonfor any preapproved out-of-pocket expenses incurred by Phillips Hamiltonin connection with such assistance. 8.Re resentations and Warranties.PhillipsHamilton represents and warrants to W'aukee that each of the following are presently true and correct angl each agrees to acknowledge and confirm that the same continue to be true and correct as of and at the time of Closing; cl.Phillips Hamiltonholds good,valid and marketable title to the Property in fee simple.d b.The Optioncd Real Estate is free and clear of'all liens,encumbrances or special taxes levied or assessed. PhillipsHamilton has no knowledge of pending or threatened condemnation or similar proceedings affecting the Property or any portion thereof and has no knowledge that any such action is presently contemplated. d.The Property is not in violation of buikling or zoning codes. e.Phillips Hamiltonhas no knowledge of any adverse environmental conditions that affect the Property,the value thereof,or liability in connection therewith, Phillips Flamiltonhas full authority and power to execute and deliver this Option Agreement and to consummate the transactions contemplated herein.This Option Agreement constitutes a valid,legal and binding obligation of the Phillips Hamilton,and enforceable against same. The representations and warranties set forth herein shall be continuing and shall be true and correct on and as of the closing date v ith the same force and effect as if made at that time,and shall survive Closing and shall not be merged with or into the deed executed and delivered to Waukee. ').~Ei A ct.Thi 0th A t tt«h t d t dtg between the parties and all prior understandings,representations and statements are merged into this Agreement. 10.Notices.AnyNotice required by the terms of this Option Agreement shall be in written form and deemed delivered,(l)three days following placement in the United States Mail;(2)one day aAer being properly deposited with a nationally recognized overnight carrier;or (3)on the date of hand-delivery to the following addresses: Phillips Hamilton: „„a;,.4 F&;lII -H City of Waukee: Attn:Steve Brick 6701 Westown Parkway,Suite 100 West Des Mnines,IA 50266 ~CI.Thi Opi Aii i yi i ii y i f counterparts,each of which shall be deemed an original,but ail of v hich shall constitute one and the same instrument. I'2.Oovern~in Law.This Option Agreement shall be governed by and construed in accordance with the laws of the State of lowe. D i d tiki 22.d y i~A PHILLIPS HAMI LTOHI,~Z~c iia dii i pt+d i f~sb CITY OF WAUKEE: II card,Mayor Phillips Hamilton.Dbt By: Print:P Title:res,'e,t+ rj n ,'/+ EXHIBIT A LEGAL DESCRIPTION FOR OPTIONED RFAL ESTATE [TO BE CONFIRMED BY SURVEY AND ABSTRACT] Orovernment Lots I,2,3,4 and 6 of Section 6,Township 78 North,Range 26 West of the 5'a P.M.,Dallas County,fotva. O VJ CL0 IL C0 E Iz O. '0 S0) Cl E O S8 0O al o. f gQ I I —i 0 0 0 I" .,=:-544 !%4