HomeMy WebLinkAbout2016-05-16-Resolutions 16-203_Real Estate Purchase Agr A - Broderick Family Trust - Norma BroderickTHE CITY OF WAUKEE,IOWA
RESOLUTION 16-203
RESOLUTION APPROVING A REAL ESTATE PURCHASE AGREEMKNT WITH
EDWARD J.BRODERICK FAMILY TRUST AND NORMA R.BRODERICK
IN THE NAME AND BY THE A UTHORITY OF THE CITY OF 8'A UKEE,ION'A
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 propeity 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.
lliam F.Peard,ayor
Attest:
Rebecca D.Schuett,City Clerk
ROLL CALL VOTE
Shane Blanchard
Brian Harrison
Shelly Hughes
Larry R.Lyon
Rick Peterson
AYE
X
X
X
X
NAY ABSENT ABSTAIN
X
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Doc ID;006838560010 Tyne:ACRRecorded:07/15/2016 at 08:16;52 ArtFeeAmt:$52.00 Page 1 oy 10DallasCountyIowa
Chad C.Airhart RECORDERFtlee
882016 F042119
RLPAL ESTATE PURCHASE AGREEMENT (A)
Norma R.Broderick;Mary J.Brodericlc Smith and Kelly C.13rodericlc as Co-Trustees of
the Edward J.Broderick Family Trust;City of Waukee,IA
Recorder's Cover Sheet
Preparer Information (name,address and phone number):
Steven P.Brick
Brnclc Gentry Lavv
6701 Westown Plavy.,Ste.100
West Des Moines,IA 50266
Phone:(315)274-1450
--'~Bill/Return Documeut to (name anti complete address):
Rebecca D.Schuctt
City of Waukcc
230 W.Hickman Rcl.
Waukcc,IA 50263
Phone:(515)978-7904
Lekal Description:SBB EXHIBIT A
Docuuient or Instruinent Number of Previously Recorded Documents:
REAI,VSTATF.PURCHASE A(;REEMENT LJtr)
TIIIS RI:.AL L'STA'17E PURCHASF,A(IREEMEN'I'(the "A recment")is deemed made
on the date the last ol the parties executes this Agreement (the "Lfl'ective Date'")by and between
NORlvlA R.BRODERICK,MARY J.BRODI..'RICK SMITH AND KELLY C.I)RODI:RICK.
AS CO-TRUSTEFS Ol TIIE EDWARD J.BRODI.'RICK I AMILY TRUST,whose address I'or
the purposes of this Ag&reement is 28178 U Avenue.Waukee,IA 50263 and Norma R.Brodcrick,
individually,v,:hose address for the purposes of this A&teement is 2406 SE Taylor Coun,
Waul,ce.IA 50263 (hereal'ter referred to as the "Seller'")and THF..CI1 Y OF WAUKEI..IOWA,
an Iowa municipality,whose address I'or the purposes of this Agreement is 230 Hickman Road,
Waulrcc,Iowa 50263 (collectively hereafter referred to as the "Buyer").
RECITA1.S
A.Seller is the owner oi'the follovving legally described property situated in Dallas
County:
See I";xhibit "A'
Subject only to easements.restrictions.and covenants of record (the "Property");
Pn In lieu of Buyer commencing eminent domain proceedings to acquire the
Propetxy.Buyer desires to purchase Irom Seller and Seller desires to sell to Buyer the Property:
C.Buyer and Seller desire to set !orth thc obligations,restrictions,limitations,alld
conditions upon which the Property will be conveyed by Seller to Buyer.
AGREEMENT
NOW TI-IEREEORE,in consideration of the tmttual promises and covenants contained
irerein,each for thc other,Buyer and Seller agree as follows:
1.~S.I &P &u.&&&&B &
.»«&»&d .&d»&
acquire the Propet1y,Seller agrees to sell and convey to Buyer,and Buyer agrees to purchase
from Seller,for the Purchase Price set forth below and on the terms and conditions set forth in
this Agreement,the Propetxy.Por purposes of this Agreement,"Property"shall be deemed to
mean,oil a collective basis:(a)the parcel of land described above,together witll all rights,
easements,and interests appurtenmtt thereto;and (b)all improvements located on the Land,il'
any.
2.I'tuchase Price.Seller,in consideration oi'the mutual covenants and agrectllcnts
contained herein.agrees to sell to Buyer and Buyer,in consideration of the mutual coven&ines and
agreements contained herein,agrees to purchase the Propetxy I'rom Seller'for the sum of
$1&175.000 (One Million One Hundred Seventy-I-ivc 'fhousand Dollars)(the "Purclrase Price'*).
The Purchase Price shall be paid by Buyer to Seller at the time ol'Closing.Upon full execution
of this Agreemcnt &and approval by Buyer's Board ol'Directors.Buyer shall place $0 as Earnest
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Money in thc Bricl&Gentry I.aw Firm Trust Account.Tlsc L'arnest Money shall then be applied
to the Purchase Price at Closing unless thc terms of this Purchase Agmement require contrary.
tfcatnlclrt.
3.Abstract and Title.Sellel',at its sole cost and expense,sltall provide to 13llycl'an
Abstract of Title for the Property continued through the Effective Date of this Agreentent.'I'he
Abstract shall be delivered to Buyer for purposes of examination and shall show merchantable
title in Seller in conlormity with this Agreement,Iowa law and the lo1v'1 Lancl Title St&uldafds of
thc Iowa State Bar Association.Buyer shall review the Abstract and if,upon said rcviev,Buyer
has an objection to any itetn(s)appearing in the Abstract other than (i)liens that will be
eliminated at Closing by Seller;(ii)those permitted encumbrances as set forth herein and (iii)
those exceptions that arc reasonably acceptable to 13uyer,then 13uycr shall notify Seller in
writing of such fact in the form ol an attorney&s Prelimintuy Title Opinion.Seller,at its
sole expense,shall promptly unclcrtake to eliminate or satisl'y the objections to title to the
reasonable satisfac1ion of Buyer.Immediately prior to the Closing of the Property,tire Abstract
ol'Title may again bc continued,at the sole cost and expense of Seller,for purposes o!'review
by Buyer to conftrm that no additional items in connection with the Property appear in the
Abstract in which cvcnt Buyer*s right to raise title objections with respect to this second
continuation shall be limited to matters that arise after the date of cont.inuation (as shovvn in thc
Erst continuation)of the Abstract 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 an Owner's and/or I,ender's Title Guaranty Certificate fiom
the Iowa Title 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 bc delivered to Buyer v;ith
legible copies of all exceptions noted thereon.'Ihe cost of any such commitment and the
premium I'or any Owner's 'I itic Go&11'anty or title policy issued in connection thtnewith shall beat
the cost of the Buyer.The premiun1 for any Lender's Title Guaranty or I.ender's title policy and
lor any special endorsen1ents required shall be at Buyer&s cost.The commitment anti
objections to items thereon shall be handled in the same manner as the Abstract and objections
1'0 ltcnts thcfc1n.
4.Permitted Exce tions.The Property shall be conveyed by Seller to Buyer subject
only to the local municipal zoning ordiluulcc&1'eal estate taxes not yet due and payable,
easements and restrictions of record and othm exceptions to title that are of record,reasonably
approved by Buyer and those other matters as hereinafttu provided (the "Permitted I';xceptions").
5.Closin«.Assuming all contingencies have been satisfied or waived,the Closing
of this transaction shall occur on November 15.2016 (hereinafter rel'encd to as the "Closing
Date")at a location nuttually agreed upon by thc patties herein.Time is of the essence in this
Purchase Agreement.
6.Real Estate Taxes.Seller shall pay all real estate taxes assessed against the
Property I&or all periods through thc Closing Date including a prorated share of the real estate
taxes due for the tax period in which the Closing takes place (payable in the subsequent Itscal tax
year).Real Estate taxes applicable to the Property which are not delinquent at the time of
Closing anti which Seller is responsible to pav tulclcl'the terms hereof,shall be credited against
thc I'urchase Price at Closing.Any such credit shall be based upon thc last knotvn actual real
estate taxes payable accordin&g to public record,provided.hoivever,that if such taxes arc based
Page 2 of 9
Llpon an asscssltlcrlt.wtlich is at least ien percent (10%)higher or lower than the current
assessmeni,such proration shall be basecl upon the current millage rate,assessed value,
legislative tax rollbacks,and real estate tax exemptions that will actually be applicable on thc
date ol'possession.as shov'n by the County Assessor's records.
7.S ecial Assessments.Seller shall pay as soon as the same are payable.«II special
assessments with respect to the Property which are due as of 1he Closing Date.Buyer shall pay
and/or be responsible for any assessmenis due af'tcr thc Closing Date.
8.Commission.Seller and Buyer each represent and warrant to iltc other that no
brokerage commission,finder's fee,or o1her compensation is due and payable vriih respect to the
it'&alss&lctloll contemplated by this Agreement.I he vvarranties and obligations of the parties
pursuant to this paragraph shall survive the termination of the Closing.Should any third puny
claim a conuttission is due and owing,both parties agree to cooperate in challratging such claim
at thc expense of the party through which ihe claim arose.Such cooperation shall not be deemed
to alter the indemnifications 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 the Property to 13uycr as
pt'ovided in this Agreemeni and to carry out the Seller's obligations hereunder.All t&equisiie
partnership,corporate,or other ac1ions necessary to authorize Seller to enter into this Agreement
and to perform i1s obligations hereunder have been taken;the joinder of no person or entity other
th'ut Seger v:ill be necessary to sell the Property fully and completely to Buyer at Closillg except
as otherwise set forth and provided herein;and the execution and delivery of this Agrccnsent and
the consummation of the transaction herein contemplated will not conliict with or result in a
breach of any ol the terms or provisions of.or constitute a default under any indenture,mortgage
loan agrcmnent,or instrument to which Seller is a patty or by which the Property is bound.
Seller represents and warrants to Buyer that there are no adverse or other parties in possession of'
the Property or any p&art of thereof.No party has been granted any license,lease,or other right or
interest relating to the use or possession of the Property,or any part thereof,other than as
expressly provided for herein or of record or which will be tettminated concurrently with Closing.
At Closing,a Groundwater I-Iazard Statetnent will be filed by Sellers regarding the following:(i)
v&ells;(ii)solid waste disposal;(iii)hazardous v,astes;and (iv)underground storage tanks
located on the Propmty.These representations contained in ihe Groundwater Hazard Statement
shall be for the benefit of the Buyer who shall be entitled to rely upon said representations.
10.Warranties and Re resentations of Bu er.Subject to the conditions set forth on
Exhibit "13",Buyer v'arrants and represents to Seller that it has the full right,power,and
authority to acquire thc I'roperty from Seller as provided in this Agreement and to carry out tile
Buyer's obligations hereunder.
11.Pro ertv Information Surve 'Ins ection Period.Within thirty (30)business days
after the i&f1'ective Date,to the extratt in Seller's possession„Seller shall provide an Abstract of
Title to the Property together with ally and all existing surveys,plans,site drmvings.and all other
information presently in its possession relating to the Properly concurrently with the execution of
this Agreement (the 'Property Information'*).Seller'grants Buyer and its duly authorized agents
ihe right to enter upon the Property to conduct the following tests,inspections and examination
of the Property as Buyer deems necessary.
Page 3 of 9
11,1.To conduct a sul'vey (including&an ALTA survey,il'desired)or update a
current survey of the Property ui confirm,among other things,that no
encroachments exist relative to the Property.
11.2,To obtain an environmental assessment establishing that no surface or
subsurface conditions or contamination exists on the Property that would subject 13 uyer to
potential liability arising from any hazarrlous waste or hazardous sufistaliccs ivliich lilay
include,but not be limited to obtaining a Phase I Environmental Asscssmcnt
from an environmental engineer.
Neither Buyer's right to inspect the Property nor the results thereof shall in any way limit.
diminish or modify Seller s warranties and representations as set forth herein.Buyer shall
indetunify 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 merchantablc fce simple title to the Property,
subject only to such title exceptions and encumbrances as provided herein or as have been
approved by Buyer (the 'Permitted Exceptions")and in a form reasonably acceptable to counsel
for Seller and Buyer.
~C&'i 'C &.S«'v&'I&&&«d «»&d&
fees necessary to cure title objections of tlic Buyer.Buyer shall pay the recording fees in
connection v'ith the Deed conveying title to 13uyer,and any financing documents encumbering or
relating to the I'roperty and other documents Buyer desires to record.Buyer shall pay the
premium for issuing the lowe Title Guaranty or title policy (if any)described herein.Each party
shall bc responsible for paying its own attorney fees.Buyer shall cause an appropriate closing
statement to be prepared in advance ol Closing for proper execution by both Buyer and Seller
consistent with the terms of this Agreement.Seller and Buyer shall share 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 the right to utilize and rely upon
Section 1033 of'the hiternal Revenue Code to consumnuite an exchange.
15.Possession.Risk of Loss.All risk of loss with respect to the Property shall
remain with Seller until Closing of the purchase of thc I'roperty.Seller shall preserve and care
for the Property until Closing in a manner consistent ivith its prior practice.including roof.
HVAC,slid fire prevention systems,if any.
16.Existin&&Tenanc 'or Other Intcresnn Seller confirms the Property is not subject to
an existing lease or other possessory interest not shown of record.If such an interest exists.
Seller agrees to provide documentation executed by the party holding such interest in which such
intcrcst.is terminated prior to Closing.
17.Lien Waivers.If at Seller's (or its al'filiates)request or direction any person or
entity has supplied material or services f'or the Property within six (6)months prior to the
Page 4 ol'9
liffective Date of this Agreement which may I'onn the basis of a Mechanic's I.ien being lilcd
against the Property,then the Seller shall provide copies ol'written lien waivers t'rom all such
Pci'SOI1S Of &"ntlLlcS Silpplyil'Ig 111SLcrial or services prior to tile Closing&Date.Seller aarees Lo
inrlcmnify &lncl hold Buyer harmless fi'om any such claims which arise because of'Lhc Filing of
Mechanic's I.iens for vvork contracted for by Seller prior to the Closing Date and speci(ically
reserves the right to pursue an action in connection therev;ith,which right shall survive Closing.
P~&i »&&..&I&&&&f .»&.&'I ,I &'Pa&i a,P Pi &,
investigation ag&ainst itself.related entities,its partners,or the Propert,vvhich vvould aff'cct the
Property or the right,ol'Seller to scil and convey the I'ropci1y&or any action,liti&&ation&
proceeding,or investigation.including,without limitation.any eminmit domain proceeding
v'hich would result in any lien,claim,right,or intercsi in the I'ropeirty in favor of any third party.
19.Notices.Fixcept with regard to Buyer's undertaking sei lbrth in Paragraph 11,
neither party shall have the right to terminate this Agreement or seek any remedy foi'a breach
hereof by the other party unless such breach continues for a period of thirty (30)days following
written notice by the party seeking to piu'sue such reniedy&specifying thc occurrence and
description of such default under this Agreement and unless the party g&ivcn such notice shall
have failed to commence to take 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 lo remedy the same),All notices,demands,writings,
supplements,or other documents which are required or permitted by Lhe tertus of this Agreemeni
to be given to any party shall be clelivercd in person.or shall be deposited in the United States
Mail,postage prepaid,return receipt requested,addressed at the addresses specified above and
shall be effective upon such deposit.Notice to Buyer shall also be sent to Brick Gentry.P.C.,c/o
Steve Brick.6701 Westown Parkv'ay,Suite 100,West Des Moines,IA 50266.Notices Lo Scllcr
shall also be sent to James E,McCarthy,5400 blniversity Avenue,West Des Moines,IA 50266-
5977.
20.Assi «nment'A &reement Bindin &on Successors:Survival of I'iovisions.This
Agreement may not be assigned or transferred bv any of the parties without the express written
consmii of the other.This Agreement and amendments,if any,and all representations,
warranties,indmnnification obligations,rights,and duties hereunder shall survive the Closing
and shall be fully binding at all times against Seller and Buyer,as well as any and all of its or
thclf succcssol's In II1tcl'csk asslglls,of tfansfcrccs.
21.Default Remedies ol'the Parties.
21.1.Bu &er's Remedies for Seller's Default.Il'(a)each of the conditions
precedent sct forth in this Agreement have been satisfied or vvaived prior to the Closing
Date and (b)Seller I'ails or refuses to timely convey the Property to Buver in accordance
with the terms and conditions of this Agreement.,except on account of a default
hcreiuider by Buyer,Buyer may elect one of the follov ing remedies:(a)be entitled to
Lcl'nlinate Buyer's obligations under this Agreement by written notice to Seller;(b)bc
entitled to specific performance of this Agfccnient:or Ic)any other remedies availablc at
I aw or equity.
Page 5 of 9
21.2.Seller's Remcdics I'or Bu erts Default.It (a)each ol'the conditions
precedent sct forth in this Agreement have been satisfied or waived prior io ihe Closing
Date and (b)Buyer fails or refuses to timely purchase the Property and Close in
accordance with the terms and conditions of this Agreement,except on account of a
default hereunder by Seller,Seller may elect one of the folloivin&y remedies:(a)be
cniiilcd to terminate Seller's obli&yations under this Agreement by v;titien notice to Buyer;
(b)be entitled to specific performance of this Agreement;or (c)any other rcmcdies
available at law or equity,
22.'I'ime,Time is ol'the essence in the performance of each party's obligations
hereunder.
23.No Waiver.Subject to the deemed approvals under this Agreemcnt,no waivers
by'any party of the perl'ormance or satisfaction of atty covenant or condition shall be valid unless
in vriting,nor shall it be considered to be a waiver by such party of any other covenant or
condition hereunder.
24 2~&ADA4 Ttt Ag"at '»tl th «t *h'th
parties regarding the Property and supersedes ail prior agreements,whether ivritten 01'oral,
between the parties regarding the same subject.This Agreement may only bc modified by
subsequent written agrennent signed by the party to be charged.
25.Counter ahs and Effectiveness.This Agreemeni may be executed in
counterparts,each of which shall be deemed an original,but all of which shall constitute one and
the same agreemeni,and this Agreement shall only be effective if a counterpart is signed by both
Buyer and Seller.
24.2 by&It&.I tl .t IIP Il I'III.Ag»t I &lb bid&b
invalid or unenforceable by any court of competent j urisiliciiont such holding shall not invalidate
or tvnder unenforceable any other provision hereof.
27.Council A royal/Additiottal Conditions.This Agreement shall not be binding
on Buyer until such time as it is approved by the City Council ol the City of Waukee,Buycrts
and Seller's obligation to close is futther subject io the conditions sei forth on Exhibit '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 bv Seller to Buyer to consummate this transaciiony shall not
be merged into such documents.
29.A~It »I'.I tl "t I'd.l'Itby Itl p typ -tl:y t'tb
of this Agreemeni,the prevailing party in any litigation or enforcement action shall be entitled to
reimbursement by the defaulting party for any of the prevailing party's reasonable attorney I'ees,
court costs.and other associated costs of enforcement.
30.Cyovcming Law Constructiorb 'I'his Agreement shall be construed pursuant to ihe
laiis of the Stale of Iowa.Wherever possible,each provision of this Agreemcnt shall be
Page 6 of 9
interpreted in such manner as to be effective and valid.If any such provision ol'this Agreement
shall be determined to be invalid or unenforceable,such provision shall be ineffective to the
extent ol'such prohibition or invalidity without invalidating or otherwise affecting the remaining
provisions of'this Agreement.
31.~Headin rs.Article and section headings used in this Agreement are for thc
convenience of the parties only and shall Ilot affect the construction of this Agrernnent,
32.I'urther Assurances.At or after Closing,the patsies 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 time to time in order to effectuate,and comply with all the terms of this Agreement
and the transactions contemplated hereby.
IN WITNESS WIIEREOF,the parties have executed this Agreement as of the date set
forth above.
SELLERS:
THE EDtrYARD d.BRODERICK
FAMILY TRUST
BIIYER
THE CITY OF trYAUKEE,IOWA
an Iowa ntunlctpaltty
I3y By:
Norma R.Broderick,Co-Trustee Tim Moot m,City Administrator
By:W~.-.d~"'"''42-6006605
Mary J.13roderick Smith.Co-Trustee 'lax Identification Number(4@++I l~«-I«port,l &I.J 8&~ts,aura
Dated:
,&,,'.Jg ~d wd/a
:By;
Kelly roderick,Co-Trustee
Tax Identitication Number
NORMA R.BRODERICK,INDIVIDUALLY
Norma R.Broderick
Dated:
Page 7 of 9
BXHIBIT "A"
I egal Descrlptloll
'I'he Northwest Quarter of thc Northwest Quarter (NW'/~NW/il ol'
Section 28.Township 79 North,Range 26 West of the 5"P.lvl.,
Dallas County,Iowa
~Exec t
Parcel "A"as described in the Plat ol Survey of the South I-lalf of
the Northwest Quarter of the Northwest Quarter (S'/~NWN NW'/~)
in Section 28,Township 79 North.Range 26 West of the 5'a P.M.,
Dallas County,Iowa as recorrled in the office of the Dallas County
Recorder dated July 18,2007.Book 2007,Page 11136
I'agc 8 of 9
EXHIBIT "B"
ADDI'I'IONAL PROVISIONSICONDITIONS
I:.dward J.Broderick I."amily Trust and Norma R.Broderick-2016 sale
1.Sellers will be granted ingress and egress as established in an
ingress/egress easement acceptable to the Buyer.allowing
access across the propetty purchased hcrcin,after closing,to
Seller's 20 acre Parcels legally described as "The West Half
of Southwest Quarter of Northeast Quarter (W'/2 S W'/n NE 'Ai
ol 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 of a road currently contemplated to
be named sunset drive,or the submission of a plat to the City
on the property described above.
2.Sellers shall retain righls to grain harvested by Seller's tenant
for crop year 2016 on the property being sold herein.
3.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'/o of the costs of a
street,storm sewer,water main and associated improvements
to be conslrucled in the future adjacent to Sellers'property
legally described as "The West kIalf of Southwest Quatter of
Northeast Quarter (W'/SW'/t NE '/~)of Section 28.
Township 79 North,Range 26 West of'the 5ra P.M.in Dallas
County',iowa"which shall be recorded on the property and
constitute a lien until paid.
Pa eoofo