HomeMy WebLinkAbout2016-05-16-Resolutions 16-204_Real Estate Purchase Agr B - Broderick Family Trust - Norma BroderickTHE CITY OF WAUKEE,IOWA
RESOLUTION 16-204
RESOLUTION APPROVING A REAL ESTATE PURCHASE AGREEMKNT WITH
EDWARD J.BRODERICK FAMILY TRUST AND NORMA R.BRODERICK
IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WA UKEE,IOJYA
WHEREAS,City of Waukee and the Waukee Community School District have previously
entered into a 28E Agreement to jointly acquire certain parcels of real property for future joint
development as a new high school and joint/public-use recreational fields (Resolution 16-180)
AND,
WHEREAS,per the terms of the 28E Agreement,the City was appointed to act as the agent both
for itself and the School district to acquire property;AND,
WHEREAS,the City has reached agreement for the purchase of property from Edward J.
Broderick Family Trust and Norma R.Broderick pursuant to terms of the 28E Agreement.
NOW THEREFORE BE IT RESOLVED by the City of Waukee City Council in session this
16th day of May 2016 that the Purchase Agreement with Edward J.Broderick Family Trust and
Norma R.Broderick,as set forth in the attached Exhibit A,is hereby approved.
PASSED AND APPROVED,this 16"day of May,2016.
iam F.card,Mayor
Attest:
Rebecca D.Schuett,City Clerk
ROLL CALL VOTE
Shane Blanchard
Brian Harrison
Shelly Hughes
Larry R.Lyon
Rick Peterson
AYK
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NAY ABSENT ABSTAIN
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Doc ID:006838570010 Type:ACR
Recorded:07/15/2016 at 08:17;10 AM
Fee Amt:$52.00 Page 1 of 10
Dallas County Iowa
Chad C.Atrhart RECORDER
Fi left
882016 PG12i20
REAL ESTATE PVRCHASK AGREEMENT (B)
Norma R,Broderick;IVIary J.Broderick Smith and Kelly C.Brodcrick lls Co-Trustees of
the Edward J.Brodericlt Fatally Trust;City of Waukce,IA
Recorder's Cover Sheet
Preparer Information (name,address and phone number):
Steven P.Brick
Brick Gentry Lav
6701 V/estov;.n Pkwy.,Ste.100
%Vest Des Moines,IA 50266
Phone:(515)274-1450
~Bill/Return Document to (name and complete address):
Rebecca D.Sclntett
City of V/aulcee
230 'fV.I lickman Rd.
Waukee,IA 50263
Phone:(5 15)978-7904
Legal Description:SEE EXI-IIBIT A
Documeut or instrument Number of Previously Recorded Documents:
RI;AL ESTATV.PURCHASE AGREEMLNT fivo)
'I'HIS RL'Al.L'STATL'PURCIIASE AGRI.I.MI.NT (the "Agreement")is deemed made
on the date the last of the parties executes this Agreement (the "Effective Date")by and bctwccn
NORMA R.BRODERICK,IvIARY .1.BROI)EI&ICK SMITII AND KI LI.Y C.BRODERICK
AS COsl'RUS'I'EES Olr 'I HE EDWARD L BRODERICK I AMII,Y TRUST,whose address for
the purposes of this Agreement is 28178 U Avenue,Waukee,IA 50263 and Norma R.Broderick,
individually,whose address for the purposes of'ibis Agreement is 2406 SE Taylor Couru
Waukee,IA 50263 (hereafter referred to as the "Seller")and 'I'IJE CITY 01'WAUKEli,IOWA,
an lowe municipality,whose address for the purposes of this Agreement is 230 Ilicl&man Road.
Waukee,Iowa 50263 (collectively hereafter rcfcrred to as the "Buyer").
RECITALS
A.Seller is the owner of ihe following legally described property situated in Dallas
Cotutty:
See Exhibit "A'
Subject only io easemcnts,restrictions.and covenants of record (the "Property');
B.In lieu of Buyer commencing eminent dontain proceedings to acquire fhe
Property.Buyer desires to purchase from Seller tutd Seller desires to sell to Buyer the Property;
C.Buyer and Seller desire to sei forth the obligations,restrictions,limitations,and
conditions upon which the Property will be conveyed by Seller to Buyer.
AGREEMENT
NOW THEREI'ORF,in consideration of the mutual promises and covenants contained
herein,each for the other,Buyer and Seller agree as follovvs:
~Sl fp "s.I q ptl .»i»g l»id .p qg t
acquire ihe Property,Seller agrees to sell and convey to Buyer,and Buyer agrees to purchase
from Seller,for the Purchase Price set forth belov 'tnd on the terms and conditions set forth in
this Agreement.the Property.For purposes of this Agreement,"Property'shall be detuncd to
mean,on a collective basis:(a)ihe parcel of land described above,together with all rights,
easements,and interests appurtenant thereto;and (b)all improvements located on the Land,if
ally.
2.Purchase Price.Seller,in consideration of the mutual covenants and agreemcnts
contained herein.agrees to sell to Buyer and Buyer,in consideration ol'the mutual coven'usts and
agreements contained herein,agrees to purchase the Property from Seller lor the sum of
$3.120,000 ('11aree Million One Hundred Tv enty Thousand Dollars)(thc "Purchase Price"),fhe
Purchase Price shall be paid by Buyer to Seller at the time ol'Closing.Upon I'ull execution ol'
this Agreement and approval by Buyer's Board of Directors,Buyer shall place $0 as Earnest
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Money in the Brick Gentry Law Firm Trust Account,The Farnest Money shall then be applied
to the Purchase Price at Closing unless the trams of this Purchase Agreement require contrary
treatment.
3.Abstract and Title.Seller,at its sole cost and expense„shall provide to Buyer an
Abstract ol'Title for the Property continued through the I,I'fective Date of this Agreement.The
Abstract shall be clelivered to Buyer for purposes ol'examination and shall shoiv merchantable
title in Seller in conformity with this Agreement,Iowa lav,and the iowa Land Title Standards of
the Iowa State Bar Association.Buyer shall review the Abstract and if,upon saitl rcvicv,Buyer
has an objection to any item(s)appearing in the Abstract other than (i)liens that will bc
eliminated at Closing by Seller',(ii)those permitted encumbrances as set forth herein and (iii)
those exceptions that are reasonably acceptable to Buyer.then Buyer shall notify Seller in
writing of such fact in the form of an attorney&s I'reliminary Title Opinion.Seller,at its
sole expense,shall promptlv'uttdcrtakc to elimina1c or satisfy thc objections to title to the
reasonable satislaction of Buyer.Immediately prior to the Closing ol'the Property.the Abstract
of Title may again bc continued.at the sole cost and expense of Seller,for purposes of review
by Buyer to contirm that no additional items in connection with the Propinty appear in thc
Abstract in which event Buyer's right to raise title objections with rcspcct to this second
continuation shall be liniited to matters that arise aftra ihc date ol continuation (as shown in the
Iirsi continuation)ol the Absir&act and on or before the Closing Date.At Closing,the Abstract
shall become the property of Buyer.If,after receipt of the Abstract,Buyer so desires,then
Buyer may obtain a commitment for &ui Owner&s and/or Lender's Title Guaranty Certificate from
the Iowa 'I'itle Guaranty Division of the Iowa Finance Authority&or an Owner&s or Lender's
policy of title insurance from a title company selected by Buyer,to be delivered to Buyer with
legible copies of all exceptions noted thereon.The cost ot'any such commitment anti the
premium for any Owner's Title Guaranty or title policy issued in connection therev ith shall be at
the cost of the Buyer.The premium for any Lender&s 'I'itle Guaranty or Lender's title policy and
I'or any special endorsemcn1s required shall be at Buyer's cost.The commitment and
objections to items thereon shall be handled in the same manner as 1he Abstract and objections
to items therein.
4.Permitted Exce tions.The Property shall be conveyed by Selltn io Buyer subject
only to the local municipal zoning ordintuice,real estate taxes not yct due and payable,
easements and restrictions of record and other exceptions to title that are of record.reasonably
approved by Buyer and those other matters as hereinafter provided (the "Permitted Exceptions").
~CIosin .Assuming all contingencies have been satisfied or waived,ihe Closing
ol'ibis transaction shall occur on December 5&2017 (hercinal'tcr referred to as the "Closing
Date")at a location muiiially agreed upon by the partie herein.Time is of the essence in this
Purchase Agreemcnt.
6.Real Esta1e Taxes.Seller shall pay all real estate taxes assessed against the
Property for all periods through ihe Closing Date including a prorated share of the real estate
taxes duc I'or the tax period in which the Closing takes place (payable in the subsequent fiscal tax
year).Real Fstate taxes applicable to the Property which are not delinquent at the time of'
Closing and which Seller is responsible to pay under the terms hereof,shall be credited against
the Purchase Price at Closing.Any such credit shall be based upon the last knov;n actual real
estate taxes payable according to public record,provided,hovvever.that if'such taxes arc based
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upon an assessment which is at least ten percent (10%)higher or lower than the current.
assessment.such proration shall be based upon the current millage rate,assessed value,
legislative tax rollbacks,and real estate tax exemptions that v ill actually be applicable on the
date of'possession,as shown by the County Assessor's records.
7.S ecial Assessments.Seller shall pay as soon as ihe sante are payable.,all special
assessments with respect io the Property which are due as of the Closing Date.13uyer shall pay
and/or be responsible for any assessments due after the Closing Date.
8.Commission.Seller and Buyer each represent and warrant to the other that no
brokerage commission,finder's fee,or other compensation is due and payablc with respeci to the
transaction contemplated by this Agreement,The warranties and obligations of the parties
pursuant to this paragraph shall survive the termination of the Closing.Should any third party
cl&lim ii colill'liission is duc and owing,both parties agree to cooperate in challenging such i:laim
at thc expense of the party through which the claim arose.Such cooperation shall not be deemed
to alter the indemnilications contained in this paragraph in any manner.
9.Warranties and Re resentations of Seller.Seller warrants and represents to Buyer
that it has the full right,power,and authority to sell and convey ihe Property to Buyer as
provided in this Agreemcnt and to carry out the Seller's obligations hereunder.All requisite
partnership,cotporate,or other actions necessary to authorize Seller to enter into this Agreement
and to perform its obligations hereunder have been taken;ihe joinder of no person or entity othiu
tliali Seller will be necessary to sell the Property fullY and completely to Buyer at Closing except
as otherwise set torth and provided herein;and the execution and delivery of this Agreement and
thc consummation of the tralls&lctioil llel'eiii coilicrilplateil will riot cont)lct willi ol'i'estllt in a
breach of any of the teisns or provisions of,or constitute a default under any indenture,mortgage
loan agreement,or instrument to v&hich Seller is a party or by which the Property is bound.
Seller represenis and warrants to Buyer that there are no adverse or other parties in possession of
the Property or any part of thereof.Iqo party has been granted any license,lease,or other right or
interest relaiing to the use or possession of the Property,or any part thereof,other than as
expressly provided for herein or of record or v&hich will be terminated concurrently with Closing.
At Closing,a Groundwater Hazard Statement will be filed by Sellers regarding the following:(i)
wells:(ii)solid waste disposal;(iii)hazardous wastes;and (iv)underground storage tanks
located on the Property.These representations contained in the Groundwater Hazard Statement
shall bc for the benefit.of the Buyer who shall bc entitled to rely upon said representations.
10.Warranties and Re rcsnitations of Bu er.Subject to the conditions set forth on
Exhibit "B",Buyer warrants and represents to Seller that it has the full right,power.and
authority to acquire ihe Propeirty from Scllcr as provided in this Agreemeni and to calz)out tllc
Buyer's obligations hereunder.
11.Pro ert &Informatioiv Surve Ins ection Period.Within thiirty (30)business days
after the Effective Date,to the extent in Seller's possession,Seller shall provide an Abstract ol'
Title to thc Property together with any and all existing surveys,plans,site drav ings,and all othra
information presently in its possession relating io the Property concurrently with ihe execution of
this Agreement (the "Property Inforniation").Seller grants Buyer and its duly authorized agents
the right to enter upon ihe Property to conduct the following tests,inspections &and examin&ation
ol'the Property as Buyer deems necessary.
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11.1.To conduct a survey (includillg iln AI.TA survey,il'desired}or updaie a
current survey of the Property to confirm,among other things,ihat no
encroachments exist relative to the I'roperiy.
11.2.To obtain an environmental assessment establishing that no surface or
subsurface conditions or contamination exists on thc Property that would subject Buyer to
potential liability arising from any hazardous waste or hazardous substances which may
include,but noi be limited to obtaining a Phase I Environmental Asscssmcnt
from an environmental engineer.
Neither Buyer's right to inspect the Properly iior thc results thereol'shall in any way limit.
diminish or modify Seller's v;arranties and representations as set forth herein.Buyer shall
indemnify and hold Seller harmless from and against any actual loss,damage or injury to
persons or property resulting from Buyer's exercise of its right,to conduct the inspections
described herein.
12.Conve ance Documents.Seller shall convey the Property to Buyer by a general
warranty deed,conveying to Buyer good and mtnchantable fec simple title to the Propertv,
subject only to such title exceptions and encumbrances as provided herein or as have been
approved by Buyer (ihe "Petrnitted Exceptions'}and in a form reasonably acceptable to c&mnsel
for Seller and Buyer.
~cl i 'c.t..Rll help yalld «t y du-I'i »d 3»"
fees necessary to cure title objections of the Buyer.Buyer shall pay the recording I'ees in
connection with the Deed conveying title to Buyer,and any financing documents encumbering or
relating io the Property and other documenis Buyer desires to record,Buyer shall pay the
premium for issuing thc Iowa Title Guaranty or title policy (if any)described herein.Each party
shall be responsible for paying its own attorney fees.Buyer shall cause an appropriate closing
statement to be prepared in advance of Closing for proper execution by boih Buyer and Seller
consisient with the terms of this Agreement.Seller and Buyer shall sharc equally in any
settlement fees associated with Closing.
14.Section 1033 Exchan e.As Buyer is acquiring this Property in lieu of
commencing eminent domain proceedings,Seller reserves ihe right to utilize and rely upon
Section 1033 ol'ihe Internal Revenue Code to consummate afl exchange.
15.Possession:Risk of Loss.All risk of loss with respect to the I'ropcrty shall
remain with Seller until Closing of the purchase of ihe Property.Seller shall preserve and care
for the I'roperiy until Closing in a manner consistent with its prior practice,including roof,
HVAC.and tire prevention systems,if any.
16.Existin Tenanc or Other Interests.Seller conlirms the I'roperty is not subject to
an existing lease or other possessory interest not shown of record.If such an interest exists,
Sellrn agrees to provide documentation executed by the party holding such interest in whictt such
interest is terminated prior to Closing.
17.Lien Waivers.If at Seller's (or its affiliates}request or direction any person or
entity has supplied material or services for the Property within six (6}months prior to the
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Eff'eciive Date ol this Agreement which may form the basis ol'a Mechanic's I.icn being filed
against the Property.then the Seller shall provide copies of writtcui lien v,aivers I'rom all such
persons or entities supplying material or services prior to the Closing Date.Seller agrccs to
indemnify and hold Buyer harmless I'i'om any such claims whicll aldsc because of illc filiiig of
Mechanic's Liens for work contracted I'or by Seller prior to the Closing Date and specilically
reserves tire righL to pursue an action in connection therewith,which right shall survive Closing.
&&&.1~ii A &&.S &&&&&&&&.&&&&&&»,p
ilivestigation against itself.related entities,its partners,or the Property,which would affect thc
Property or the right ol'Seller to sell and convey thc Property&or any action,litigation,
proceeding.or investigation,including.without limitation,any eminent domain proceeding
which would result in any lien,claim.right,or interest in the ProperLy in favor ol any third party,
19.Notices.Except v&iih regard to Buyer's undertaking set foidh in Paragraph 11&
neither party shall have the right to terminate this Agreement or seek any remedy I'or a brcach
hereof by Lhe other party unless such breach continues for a period of thirty (30)days following
written notice by Lhe party seeking to pursue such remedy,specifying the occurrence and
description of such default under this Agreement and unless the party given such notice sliall
have failed to commence to Lake such steps as are necessary to cure such breach or default as
soon as possible (or having so commenced such steps to cure shall thereafter have failed to
proceed diligently and with continuity to rmnedy the s&une).All notices,demands,writil1gs,
supplements,or other documents which are required or permitted by the terms of this Agreement
to be given to &uly party shall be delivered in person,or shall be deposited in the United States
Mail,postage prepaid.,return receipt requested,addressed at the addresses spccilied above and
shall be effective upon such deposit.Notice to Buyer shall also be sent Lo Brick Gentry,I'.C..c/o
Steve Brick,6701 Wcstown Parkway,Suite 100,West Des Moines,IA 50266.Notices to Seller
shall also be sent to James E.McCarthy&5400 University Avenue,West Des Moines,IA 30266-
5977.
2&&,A~i»&:A .
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Agreement may not be assigned or transferred by any of the parties v,ithout the expri:ss written
consent of Lhe other.This Agreement and amendments„if &niy,and all representations„
v&arranties&indemnification obligations,rights,and duties hereunder shall survive the Closing
and shall be fully binding at all times against Seller and Buyer,as v ell as any and all of its or
their successors in interest,assigns,or transferees.
21.Del'quit.Remedies of the Parties.
21.1.Bu cr's Remedies for Seller's Default.If (a)each ot'the conditions
precedent set forth in this Agreement have been satisfied or waived prior to the Closing
Date and (b)Seller fails or refhses Lo timely convey the Property to Buyer in accordance
with the terms and conditions ol'this Agreement,except.on account of a default
hereunder by Buyer,Buyer may elect one ol'the lollowing remedies:(a)be entitled to
terminate Buyer's obligations under this Ag&reement by written notice to Seller,(bl be
entitled to specific,performance of Lhis Agreement:or (c)any other reniedies available at
law or equity.
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2I.2.Scllerts Rctuedics I'or Bu &cr's Default.If (a)each of the conditions
precedent set forth in this Agreement have been satisfied or waived prior to the Closing
Date and (b)I)uyer fails or rel'uses to timely purchase the Property and Close in
accordance with the terms and conditions of this Agreement,except on account of a
delault hereunder by Seller,Seller may elect one of the I'ollowin&&renscdies:(a)be
en1itled to terminate Seller's obligations under this Agreemcnt by written notice to Buyer;
(b)be entitled to specific perfonnance of this Agreement;or (c)any other remedies
available at law or equity.
22.Time.Time is of the essence in the performance of each party's obligations
hereunder.
23.No Waiver.Subject to the deemed approvals under this Agi cement,no waivers
hy ailv p&iity of the performance or satisfaction of any covenant or condition shall be valid unless
in vvriting,nor shall it be considered to be a waiver by such party of any other covenant or
condition hereunder.
24.Ptl A»t.Thl Ag"I t th.I 2 .»*Iht:"th
Pgtl .
g dl»gth P Pdy d P d.IIP»4 t,.hth It&»
betwccn the parties regarding the same subject.This Agreement may only be modilied by
subsequent written agreement signed by the party to be charged.
25.Counter arts and Effectiveness.This Agreement may be exccutcd in
cotiisteipiii'1s,each of which shall be deemed an original,but all of which shall constitu1e one and
tile a&i&1'ie agreement,and this Agreement shall only be effective if a counterpari is signed by both
Buyer and Seller.
26.Severabilitv.In the event any provision of this Agreement shall be held to be
invalid or unenforceable by any court of'competent jurisdiction,such holding shall not invalidate
or render unenl'orceable any other provision hereof.
27.Council A royal/Additional Conditions.This Agreement shall not be binding
on Buyer until such time as it is approved by the City Council of the City ol Waukcc,Buyer's
and Seller's obligation to close is I'urther subject 1o the condi1ions set forth on Fxhibit "B".
28.Survival of Warranties.Any warranties,covenants and representations contained
in this document shall survive the execution of this Agreement and any other documents,
including the Warranty Deed given by Seller to Buyer to consummate this transaction,shall not
be mgaged into such documents.
'lp.~A&t F .I tl I t'd It Ithy gl p dyp;'tt *»:t'tl
of this Agreement,the prevailing party in any litigation or enforcement action shall bc entitled to
reimbursement by the defaulting pariy I'or any of the prevailing party's reasonable attorney fees,
court costs,and other associated costs of enforcement.
3&0,Governin y harv;Construction.This Agreement shall bc construed pursuaiu to thc
laws of the State of Iowa.Wherever possible,each provision of this Agreeinent shall be
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interpreted in such manner as to be effective and valid.If any such provision of this Agreement
shall bc determined to be invalid or unenforceable,such provision shall be ineflective to the
extent of such prohibition or invalidity v ithout invalidttting or otherwise aff'ecting the rtnt&sining
provisions of this Agreement.
31.~Hcadin &s.Article and section headings used in this Agreement are for the
convenience of the parties only and shall not affect the construction of this Agreement.
32.Further Assurances.At or after Closing.the parties shall prepare,execute and
deliver,at their respective expense,such additional instruments and other documents and shall
take or cause to be taken such other action as is reasonably requested by the other party at any
time or from tinte to time in order to effectuate and comply v'ith all the terms of'this Agreement
and the transactions contemplated hereby.
IN WITNESS WHEREOF,the parties have executed this Agreement as of thc date sct
forth above.
SELLERS:
THE EDWARD J.BRODERICK
FAMILY TRUST
BUYER
THE CITY OF WAUKEE,IOWA
atl iowa lnultlctpal&ty
M)By:
Norma R.Broderick,Co-TrusteeA'~pP~~~
Bv c ~.t.»t &~,t„g oA (4 I&a the o &l*r&
(g,.:.&+M »:.&&&i &S i&»,C j t-./&19.vy tt»»t»&'-&'-
By:
Ke C.Broderick.Co-'frustee
By:
Tim Moen an,City Administrator
42-6006605
Tax Identit tcation Number
Dated;
Tax identification Number
NORMA R.BRODERICK,INDIVIDUALLY
Norma R,I3roderick
Dated:
I'&t6
&
u
Page 7 of 9I
I;XHI)3IT "A"
LIICIAL DLSCII.IPTION
The Nortlleast Quarter of tile Nol'thwest Quarter (NE /4 NW /4)and
the Southeast Quarter ot'the Northwest Quarter (SE'/s NW'/~)ol'
Section 28,Township 79 North,I&ange 26 West of'the 5"P.M.,
Dallas County,Iowa
Page 8 ol'9
EXI I IB IT 'B'
ADDITIONAI.PROVISIONS/CONDITIONS
Edward.l.Broderick Family Trust and Norma K.Brodraick-2017 sale
Sellers will be granted ingress and egress as established in an
ingressiegress easement acceptable to the Buyer.allowing
access across the propet1y purchased herein,after closing,to
Seller's 20 acre Parcels legally described as "The West Half
of Southwest Quarter of Northeast Quarter (W'/~SW'/~NE '/4)
of'Section 28„Township 79 North,Range 26 West of the 5"
P.M.in Dallas County,Iowa"which shall terminate on the
earlier of the completion ol a road currently contemplated to
be named sunset drive,or the submission of a plat to the City
on the property described above.
Sellers shall retain rights to grain harvested by Seller's I,enant
for crop years 2016 and 2017 on the property being sold
herein.
3.The City agrees,upon application of the record title holder,in
accordance with the requirements of Waukee Municipal
Code,and Iowa Code chapter 414,to consider rezoning thc
20 acre parcel legally described as "The West Ilalf of
Southwest Quarter of Northeast Quarter (W'A SW'/4 NE '/~i of
Section 28,Township 79 North,Range 26 West of the 5"
P.M.in Dallas County,Iowa'to a use consistent with the
Comprehensive Plan adopted by the City in accordance with
Iowa Law,including but not.limited to residential or high
density residential uses.
The purchase is conditioned on Seller executing a developers
agreement,in a form acceptable to Buyer,concerning Sellers'
agreement to reimburse the City for 50%of the costs of a
street,storm sewer,water main and associated improvements
to be constructed in the future adjacent to Sellers'property
legally described as "l'he West I-lalf ol Southwest Quarter ol'
Northeast Quarter (W'/SW'/~NE '/~)of Section 28,
Township 79 North,14nge 26 West of the 5"P.M.in Dallas
County,Iov.a"which shall be recorded on the property and
constitute a lien until paid.
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