HomeMy WebLinkAbout2018-05-21-Resolutions 18-209_William Fox Farm Co - Property Purchase OfferTHE CITY OF WAUKEE,IOWA
RESOLUTION 18-209
APPROVING PURCHASE OPTION BETWEEN WILLIAM FOX FARM COMPANY,
INC.,AND THE CITY OF WAUKKE
IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE,IOWA
WHEREAS,the City of Waukee,Dallas County,State of Iowa,is a duly organized Municipal
Organization;AND,
WHEREAS,the City Council of the City of Waukee deems it to be in the best interest of the
City to purchase property owned by William Fox Farm Company,Inc.;AND
WHEREAS,the proposed Offer to Buy Real Estate and Acceptance (Nonresidential)between
William Fox Farm Company,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
Offer to Buy Real Estate is approved.
BE IT FURTHER RESOLVED that the Mayor is hereby authorized to execute said Offer on
behalf of the City and the City Staff is directed to proceed in accordance with the Offer.
PASSED,APPROVED,AND ADOPTED this 21"day of May,2018.
Attest:
liam .Peard,ayor
Rebecca D.Schuett,City Clerk
RESULTS OF VOTE:
Anna Bergman
R.Charles Bottenberg
Courtney Clarke
Shelly Hughes
Larry R.Lyon
AYE
X
X
NAY ABSENT ABSTAIN
X
OFFER TO BVY REAL ESTATE AND ACCEPTANCE
{NONRESIDENTIAL)
Recorder's Cover Sheet
Preparer Information:{name,address and phone number)
Steven P.Brick,6701 Westown Parkway,Suite 100,West Des Moines,IA 50266,Phone:(515)
274-1450
Taxpayer Information:(name and complete address)
City of Waukee,230 W.Hickman Road,Waukee,IA 50263
Return Document To:(name and complete address)
Becky Schuett,City Clerk,City of Waukee,230 W,Hickman Road,Waukee,IA 50263
Grantors:
Williatn Fox Farm Company,Inc.
Grantees:
City of Waukee,Iowa
Legal Description:See Page 2
Document or instrument number of previously recorded documents:
OFFER TO BUY REAL ESTATE AND ACCEPTANCE
(NONRESIDENTIAL)
TO:William Fox Farm Company,Inc.(Sellers)
The undersigned BUYER hereby offers to buy and the undersigned SELLERS by their
acceptance agree to sell the real property situated in Waukee,Iowa,legally described as:
The SW '/»of the SW '/»of Section 20,Township 79N,Range 26W of the 5th
P.M.lying south and west of the former railroad right of way;and
The NW '/»of the NW '/4 of Section 29,Township 79N,Range 26W of the 5th
P.M.lying south and west of the former railroad right of way,as generally
depicted as a red triangle in the aerial attached as Exhibit A.
Legal description will be verified by a Plat of Survey and Abstract.
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 provided BUYER,on possession,is permitted to use the
Property without restriction for a public safety building and commensurate uses in a manner
BUYER determines to be appropriate,in BUYER'S sole discretion.
1.PURCHASE PRICE.The Purchase Price shall be $1,125,000.00 (37,500.00 per
acrelestimated at 30 acres subject to verification of acreage by survey)and the method of
payment shall be as follows:$100,000.00 with this offer,to be deposited upon acceptance of this
offer and held in trust by Brick Gentry P.C.as earnest money,to be delivered to the SELLERS
upon performance of SELLERS'obligations and satisfaction of BUYERS'contingencies,if any;
and the balance of the Purchase Price,as follows:at closing on or about July 12,2019
2.REAL ESTATE TAXES.Sellers shall pay taxes and any tmpaid real estate taxes
payable in prior years.BUYERs shall pay all subsequent real estate taxes.
Unless otherwise provided in this Agreement,at closing SELLERS 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
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 date of
possession.
3.SPECIAL ASSESSMENTS.
A.SELLERS shall pay in full at time of closing all special assessments which are a lien
on the Property as of the date of closing.
B.All charges for solid waste removal,sewage and maintenance that are attributable to
SELLERS'possession,including those for which assessments arise al'ter closing,shall be
paid by SELI.ERS.
C.Any preliminary or deficiency assessment which cannot be discharged by payment
shall be paid by SELLERS through an escrow account with sufficient funds to pay such liens
v hen payable,with any unused funds returned to SELLERS.
D.BUYER shall pay all other special assessments or installments not payable by
SELLERS.
4.RISK OF LOSS AND INSURANCE.SELLERS shall bear the risk of loss or
damage to the Property prior to closing or possession,whichever first occurs.SELLERS agree
to maintain existing insurance and BUYER may purchase additional insurance.In the event of
substantial damage or destruction prior to closing,this Agreement shall be null and void;
provided,however,BUYER shall have the option to complete the closing and receive insurance
proceeds regardless of the extent of damages.The property shall be deemed substantially
damaged or destroyed if it cannot be restored to its present condition on or before the closing
date.
5.POSSESSION AND CLOSING.If BUYER timely performs all obligations,
possession of the Property shall be delivered to BUYER on July 12,2019,and any adjustments
of rent,insurance,interest and all charges attributable to the SELLERS'possession shall be made
as of the date of possession.Closing shall occur after the approval of title by BUYER and
vacation of the Property by SELLERS,but prior to possession by BUYERS.SELLERS agree to
permit BUYERS to inspect the Property vdthin 48 hours prior to closing to assure that the
premises are in the condition required by this Agreement.If possession is given on a day other
than closing,the parties shall make a separate agreement with adjustments as of the date of
possession'.This transaction shall be considered closed:
A.Upon the filing of the title transfer documents and receipt of all funds due at closing
from BUYERS under the Agreement.
6.FIXTURES.Included with the Propcity shall be all fixtures that integrally belong
to,are specifically adapted to or are a part of the real estate,v hether attached or detached.Also
included shall be the following:
The following items shall not be included:
7.CONDITION OF PROPERTY.The property as of the date of this Agreement,
including buildings,grounds,and all improvements,will be preserved by the SELLERS in its
present condition until possession,ordinary wear and tear excepted.
a.Due Dili ence Review.BUYER's obligation to purchase the Property is conditioned
upon BUYER's review and approval,in BUYER's sole and absolute discretion,of all matters
pertaining to the Property,including,without limitation,physical condition,the availability of
power and water supply,sewage capacity and fiber optic cable,soil,drainage,environmental,
economic,zoning,land use,governmental compliance matters,the Documents (as defined
below)and all other conditions respecting the Property (collectively,the "Condition of the
~Pro eit ").The period of time from the Effective Date until 5:00 pm local time on the date
ninety (90)days thereafter is the "Due Dili ence Period".
i.~Entr .From the Effective Date until the earlier of Closing or
termination of this Agreement,BUYER,and BUYER's agents,contractors,
engineers,surveyors,attorneys,employees and other authorized parties
(collectively,"BUYER's Re resentatives")shall have the right to enter upon the
Property and make surveys,take measurements,perform test borings or other
tests of surface and subsurface conditions,including soils and water,and perform
engineering,enviromnental and other studies,evaluations and inspections
BUYER may deem appropriate,in its sole discretion.BUYER shall:(1)keep the
Property free of any liens resulting therefrom;(2)indemnify and defend Seller
against any damage to the Property to the extent arising from BUYER's exercise
of its rights hereunder;provided that BUYER shall have no responsibility or
liability for any act or omission of Seller or its agents,employees or contractors
and/or for any adverse condition or defect on or affecting the Property not caused
by BUYER or BUYER*s Representatives (including those discovered during their
inspections);and (3)if the Closing does not occur for any reason (other than a
default by Seller),restore any physical disturbance of the Property caused by
BUYER to as nearly as practicable its condition immediately before such entry.
ii.Documents.Within twenty (20)Business Days after the Effective
Date,at no cost to BUYER,Seller shall provide to BUYER all documents
(collectively,the "Documents")in Seller's possession or control relating to the
Property,including,without limitation,any and all:(a)engineering,geotechnical,
environmental and soils studies,tests and reports,and (b)zoning,land use and
entitlement documents,any Existing Survey,grading plans,maps,drawings,
leases,development agreements,insurance records,correspondence,abstract of
title,and any other agreements affecting the Property.
iii.A royal of Condition of Pro ert .If,on or before expiration of
the Due Diligence Period or extension thereof,if any,BUYER,in its sole and
absolute discretion,determines that the Property is not acceptable to BUYER for
any reason and that it does not intend to proceed with the acquisition of the
Property,then BUYER shall notify Seller of such determination in writing
("Termination Notice*')and this agreement shall terminate and earnest money
paid shall be returned to BUYER.If BUYER fails to deliver the Termination
Notice to Seller on or before the expiration of the Due Diligence Period or
extension thereof,il'any,then BUYER shall be deemed to have approved of the
Condition of the Property,and this Agreement shall continue in full force and
effect unless or until otherwise terminated according to the terms of this
Agreement.
8.ABSTRACT AND TITLE.SELLERS,at their expense,shall promptly obtain an
abstract of title to the Propeity continued through the date of acceptance of this Agreement,,and
deliver it to BUYERS'attorney for examination.It shall show marketable title in SELLERS in
conformity with this Agreement,Iowa law,and title standards of the Iowa State Bar Association.
The SELLERS shall make every reasonable effort to promptly perfect title.If closing is delayed
due to SELLERS'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 BUYERS when the Purchase Price is paid
in full.SELLERS shall pay the costs of any additional abstracting and title work due to any act
or omission of SELLERS,including transfers by or the death of SELLERS or their assignees.
Unless stricken,the abstract shall be obtained from an abstracter qualified by the Guaranty
Division of the Iowa Housing Finance Authority.
9.SURVEY.If a survey is required under Iowa Code Chapter 354,or city or county
ordinances,SELLERS shall pay the costs thereof.BUYERS may,at BUYERS'expense prior to
closing,have the property surveyed and certified by a registered land surveyor.BUYERS may
record this Offer,and have the earnest money returned to them,if the BUYER determines aiier
completing the survey that the property is not suitable for their needs.If the suivey 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.SELLERS warrant to the best of their 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 SELLERS have done nothing to contaminate the Property with
hazardous wastes or substances.SELLERS warrant 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.SELLERS shall also provide BUYERS with a properly executed
GROUNDWATER HAZARD STATEMENT showing no wells,private burial sites,solid
waste disposal sites,private sewage disposal system,hazardous waste and underground
storage tanks on the Property unless disclosed here:
11.DEED.Upon payment of the Purchase Price,SELLERS shall convey the Property
to BUYERS 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 BUYERS.
12.JOINT TENANCY IN PROCEEDS AND IN REAL ESTATE.If SELLERS,
immediately preceding acceptance of the offer,hold 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 SELLERS,then the proceeds of this sale,and any continuing or recaptured rights of
SELLERS in the Property,shall belong to SELLERS as joint tenants with full rights of
survivorship and not as tenants in common;and BUYERS in the event of death of any SELLER,
agree to pay any balance of the price due SELLERS under this contract to the surviving
SELLERS and to accept a deed from the surviving SELLERS consistent with Paragraph 15.
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.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.APPROVAL OF COURT.If the Property is an asset of an estate,trust or
conservatorship,this Agreement is contingent upon Court approval unless Court approval is not
required under Iowa law and title standards of the Iowa State Bar Association.If the sale of the
Property is subject to Court approval,the fiduciary shall promptly submit this Agreement for
such approval.If this Agreement is not so approved by January I,2019 either party may declare
this Agreement null and void,and all payments made hereunder shall be made to BUYERS.
17.REMEDIES OF THE PARTIFS.
A.If BUYERS fail to timely perform this Agreement,SELLERS may forfeit it as
provided in the Iowa Code (Chapter 656),and all payments made shall be forfeited;or,at
SELLERS'option,upon thirty days written notice of intention to accelerate the payment of
the entire balance because of BUYERS'default {during which thirty days the default is not
corrected),SELLERS 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 SELLERS fail to timely perform this Agreement,BUYFRS have the right to have
all payments made returned to them.
C.BUYERS and SELLERS are also entitled to utilize any and all other remedies or
actions at law or in equity available to them,and the prevailing paities shall be entitled to
obtain judgment for costs and attorney fees.
18.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.
19.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 SFLLERS and BUYERS.Paragraph headings are
for convenience of reference and shall not limit or affect the meaning of this Agreement.Words
and phrases herein shall be construed as in the singular or plural number,and as masculine,
feminine or neuter gender according to the context,
20.NO REAL ESTATE AGENT OR BROKER.Neither party has used the service
of a real estate agent or broker in connection with this transaction.
21.CERTIFICATION.BUYERs and Sellers each certify that they are not acting,
directly or indirectly,for or on behalf of any person,group,entity or nation named by any
Executive Order or the United States Treasury Department as a terrorist,"Specially Designated
National and Blocked Person"or any other banned or blocked person,entity,nation or
transaction pursuant to any law,order,rule or regulation that is enforced or administered by the
Office of Foreign Assets Control;and are not engaged in this transaction,directly or indirectly
on behalf of,any such person,group,entity or nation.Fach party hereby agrees to defend,
indemnify and hold harmless the other party from and against any and all claims,damages,
losses,risks,liabilities and expenses (including attorney's fees and costs)arising from or related
to my breach of the foregoing certification.
22.INSPECTION OF PRIVATE SEWAGE DISPOSAL SYSTEM.Seller represents
and warrants to BUYER that the Property is not served by a private sewage disposal system,and
there are no known private sewage disposal systems on the property.
23.ADDITIONAL PROVISIONS.
A.This Offer to Buy Real Estate is subject to approval by the City Council of the
City of Waukee,Iowa.
B.This Offer is subject to BUYER obtaining a plat of survey of the property and
BUYER being satisfied that the property will satisfy their needs,in BUYER's sole discretion.
ACCEPTANCE.When accepted,this Agreement shall become a binding contract.If not
accepted and delivered to BUYERS on or before ,2018,this Agreement shall
be null and void and all payments made shall be returned immediately to BUYERS.If accepted
by SELLERS at a later date and acceptance is satisfied in writing,then this contract shall be
valid and binding.
Accepted ~/AF,2018
SELLERS
Dated
BUYERS
,2018
.;7/~~gg,;~.,':/7P/,7 @~r 7~1
William Fox Farm Co any,Inc C'oWa e,o a
EINII 'f -453 6S
Address:Address:230 W.Hickman Road
Waukee,IA 50263
Telephone:Telephone:(515)978-7900