HomeMy WebLinkAbout2016-05-16-Resolutions 16-205_Real Estate Purchase Agr - Norma BroderickTHE CITY OF WAUKEE,IOWA
RESOLUTION 16-205
RESOLUTION APPROVING A REAL ESTATE PURCHASE AGREEMENT WITH
NORMA R.BRODERICK
IN THE NAME AND BY THE A UTHORITY OF THE CITY OF WA UKEE,IO8'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 property from 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 Norma R.Broderick,as set forth in the
attached Exhibit A,is hereby approved.
PASSED AND APPROVED,this 16'"day of May,2016.
liam .Peard,Mayor
Attest:
Rebecca D.Schuett,City Clerk
ROLL CALL VOTE
Shane Blanchard
Brian Harrison
Shelly Hughes
Larry R.Lyon
Rick Peterson
AYE
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NAY ABSENT ABSTAIN
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Doc ID:006836550010 TYpe:AGR
Recorded:07/15/2016 at 08.16:35 AM
Fee Amt:$52.00 Page 1 of 10
Dallas CouotY iowa
Chad C.Atrhart RECORDER
Filea
BK2016 PG 12 I l8
REAL ESTATE PURCHASE AGREEMENT
Norma R.Broderick;City of Waukee,IA
Recorder'3 Cover Sheet
Prcpiirer Infortnation (name,address and phone nuniber):
Steven P.Brick
Brick Gentry I.aw
6701 Westown Pkwy.,Ste.100
West Des Moines,IA 50266
Phone:(515)274-1450
~Bill/Return Document to (name and complele address):
Rebecca D.Schuett
City of Waukee
230 W.I-lic1&nian Rd.
Waukee.IA 50263
Phone;(515)978-7904
Legal Description:SEE EXHIBIT A
Document or Instrunient Number of Previously Recorded Documents:
REAL ESTATE PURCHASE AGREEMFNT
THIS RI.AL IISTATE PURCIIASI=:AGREL'MFNT (Lhe "Agrernnent")is deemed nl'lrlc
on the date the last of the parties executes this Agreement (the "Effect.ive Date")by Laid bctvveen
NORlv'IA R.BRODERICK,whose address for the purposes of this Agreement is 2406 Slq 1 aylor
Court.Waukec.IA 50263 (hereafter referred to as thc "Seller")and TIIE CI1 Y OF WAUKEE.
IOWA,an Iowa nlunicipalityt whose address for the purposes of this Agreemcttt is 230 Hickman
Road,Waukee,Iowa 50263 (collectively hereafter referred to as Lhe "Buyer").
RFCITAI.S
A.Seller is Lhe otwner of thc following legally described property siLLltlted in Dallas
County:
See Exhibit "A"
Subject only Lo easements,restrictions,and covenants of record (the "Property");
B.In lieu of Buyer commencing eminent domain proceedings Lo acquire Lhe
Property,Buyer desires to purchase fl.om Seller and Seller desires to scil Lo Buyer the Property;
C.Buyer and Seller desire to set forth the obligations,restrictions,limitations.and
conditions upon which the Proptn ty will be conveyed by Seller Lo Buyer.
AGREEMENT
NOW THEREFORE,in consideration of the mutual promises and covenants contained
herein,each for the other,Buyer and Seller agree as follows:
t'P t.i ii fH .»»Trui ti i t ddt t
acquirc thc I'roperty,Seller agrees to sell and convey to Buyer,and Buyer attrces to purchase
from Seller,for the Purchase Price sct forth below and on the terms and conditions set I'orth in
this Agreement,the Property.For purposes of this Agreement,"Property'shall be deemed to
mean,on a collective basis:(a)the parcel of land described above,together with all rights.
easements,and interests appurtenant thereto;and (b)all improvements located on the Land,it'
any.
2.Purchase Price.Seller,in consideration of the mutual covenants and agreements
contained herein,agrees to sell to Buyer and Buyer,in consideration of thc mutual covenants and
agrccments contained herein,agrees to purchase the Property from Seller for the sum ol'
$385,000 (Three Hundred Eighty-Five Thousand Dollars)(the "Purchase Price").The Purchase
Price shall bc paid by Buyer to Seller at the time of Closing.Upon full execution of this
Aglfeement arid approval by Buyer's Board ol'Directors,Buyer shall place $0 as Earnest Money
in the Brick Gentry Law Firm Trust Account..The Earnest Money shall then be applied to Ihe
Purchase Price at Closing unless the terms of this Purchase Agreement require contrary
tl'catnlt'.nt,
Page I of f)
3.Abstract and Title.Seller,at its sole cost and expense,shall provice to 13uyer an
Abstract of 'I'itle for the Property continued through the Effective Date of this Agreement.The
Abstract shall bc delivered to Buyer for purposes of examination and shall show merchanuiblc
title in Seller in conformity with this Agreement,Iowa law and the Iowa Land Title Standards of
thc Iowa State Bar Association.Buyer shall review thc Abstract and if,upon said review,Buyer
lias all objection to any item(s)appearing in the Abstract other than (i)liens that will be
eliminated at Closing by Seller;(ii)those permitted encumbrances as sct forth herein and (iii)
those exceptions that are reasonably acceptable to Buyer,then Buyer shall notil'y Seller in
writing of such fact in the I'orm of an attorney's Preliminary Title Opinion.Seller,at its
sole expense.shall proniptly undertake to eliminate or satisfy the objections to title io the
reasonable satisfaction of Buyer.Immediately prior to the Closing of the Property,ihe Abstract
of Title may again be continued,at the sole cost and expense of Seller,for purposes of reviev
by Buyer to confirm that no additional items in connection with the Propetty appear in the
Abstract in which event 13uyer's right to raise title objections with respect to this secoiul
continuation shall be limited to maiters that arise after the date of continuation (as shov n in the
first continuation)of the Abstract and on or before the Closing Date.At Closing,the Abstract
shall become the property of Buyer.If,aftet receipt of the Abstract,Buyer so desires,then
Buyer may obtain a commitment for an Owner's and/or Lender's Title Guaranty Ccrtificate from
the Iowa Title Guaranty Division of the Iowa Finruice Authority,or an Owner's or Lender's
policy ol title insurance fiom a title company selected by Buyer,to be delivered to 13uyer with
legible copies of'all exceptions noted thereon.The cost of any such commitment and the
premium for any Owner's Title Guaranty or title policy issued in connection thereiviih shall be ai
thc cost of the Buyer,The premium for any Lender's Title Guaranty or Lender's title policy and
for any special endorsements required shall be at Buyer's cost.The commitment and
objections to items thereon shall be handled in the same manner as the Abstract and objections
to items therein.
4.Pcrmiued Exce tions.The Property shall be conveyed by Seller to Buyer subject
only to the local municipal zoning ordinance,real estate taxes not yet 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 I'ixceptions"),
5.~Closin .Assuming all continginicies have been satisfied or waived,the Closing
of this transaction shall occur on November 15,2016 (hereinafter referred to as the "Closing
Date")at a location mutually agreed upon by the parties 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 For all periods through the Closing Date including a prorated share of ihc real estate
taxes due for the tax period in which ihe Closing takes place (payable in the subsequent fiscal tax
year).Real Estate taxes applicable io the Property which are not delinquent ai 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 bc based upon the last known actual real
estate taxes payable according to public record,provided,hov:ever,that if such taxes are based
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.
Page 2 of 9
legislative tax rollbacks,and real estate tax exemptions that will actually be applicable on ihe
date of possession,as shown by the County Assessor&s records.
7.S ecial Assessments.Seller shall pay as soon as the same are payable,all special
assessments with respect to the Property which are due as of the Closing Date.Buyer 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 thai no
brokerage commission,finder*s fee,or other compensation is due and payable with respect to ihe
transaction contemplated by this Agreement.The warranties and obligations ol'the parties
pursuant io this paragraph shall survive the termination of the Closing.Should any third party
claim a commission is due and owing,both parties agree to cooperate in challenging such claim
at ihe expense of the party through which the claim arose.Sucll cooper<ion shall not bc 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.pov;er.and authority to sell and convey the Property to Buyer as
provided in this Agreement and to carry out the Seller's obligations hereunder.All requisit&".
pairtnership,corporate,or other actions necessary to authorize Seller to enter into this Agreement
and to perform its obligations hereunder have benz taken;the joinder of'no person or entity other
than Seller will be necessary to sell the Property fully and completely to Buyer at Closing except
as otherwise set forth and provided herein;and the execution and delivery of this Agreement and
the consummation of the transaction herein contemplated will not conflict with or result in a
breach of'any of the terms or provisions of,or constitute a default under any indentiue,mortgage
loali agl'cement,or instrument io which Seller is a pairty or by which the Property is bound.
Seller represents and warrants io Buyer that there are no adverse or other parties in possession of
the Property or any part of thereof.No party has been granted any license,lease,or other right or
interest relating to the use or possession of the Propeirty,or any part thereof,other than as
expressly provided for herein or of record or which will be terminated concurrently with Closilig.
At Closing.a Groundvvater Hazard Statement will be filed by Sellers regarding the following:(i)
veils;(ii)solid waste disposal;(iii)hazardous wastes:,and (iv)underground storage tanks
located on the Property,These representations contained in the Groundtvater I lazard Statement
shall be for the bcnefit of the Buyer who shall be entitled to rely upon said repiresnitations.
10.Warranties and Re resentations of Bu er.Subject to the conditions set forth on
Exliibit "B"„Buyel'walvants and represents to Seller that it has the full right,pov,er,and
authority to acquirc the Property from Seller as provided in this Agreement and to carry oui ihe
Buyer's obligations hereunder.
11.Pro ert:Information:Surve:Ins ection Period.Within thirty (30)business days
after the Effective Date,to the extent in Seller.'s possession,Seller shall provide an Abstract of
Title to thc Propeirty together with any &uirl all existing surveys,plans,site drawings.and all other
information presently in its possession relating to the Property concurrently with the execution of
this Agreement (the "Property Information').Seller grants Buyer and its duly authorized agents
the right to enter upon the Property to conduct the following tests,inspections and examination
of the Propeirty as Buyer deems necessary.
Page 3 ol'9
11.1.To conduct a survey (including an ALTA survey,if desired)or update a
current survey of the Properly to confirm,among other things,that no
cncroachmenis exist relative io ihe Property.
11.2.To obtain an environmental assessment establishing that no surface or
subsurface conditions or contamination exists on the I'roperty that would subject Buyer to
potential liability arising from any hazardous waste or hazardous substances which may
include,but not be limited to obtaining a Phase I Environmental Assessment
from an environmental engineer.
Neither Buyer's right to inspect the Property nor the results thereof shall in any v'ay limit,
diminish or modify Seller's warranties and representations as set forth herein.Buyer shall
indemnify and hold Seller harmless from and agyainst any actual loss,damage or injury to
persons or property resulting from Buyer's exercise of its right.to conduct the inspections
described Itcrein.
12.Convevancc Documents.Seller shall convey the Propert io Buyer by a general
warranty deed,conveying to Buyer good and merchantable fee simple title to the Property,
subject only io such title exceptions and encumbrances as provided herein or as have been
approved by Buyer (the "Permitted Exceptions")and in a form reasonably acceptable i.o counsel
for Seller and Buyer.
~CI t:t.dtt l*llyl:lid t y dt"»1't..d .d P
fees necessary to cure title objections of the Buyer.13uyer shall pay the recorcling fees in
connection with the Deed conveying title to Buyer,and any Iinancing documents encumbering or
relaung io the Property and other documents Buyer desires to record.Buyer shall pay the
premium for issuing the Iov'a Title Cyuaranty or title policy (if any)described herein.I.ach party
shall be responsible for paying iis ov:n attorney I'ees.Buyer shall cause an appropriate closing
statemeni to be prepared in advance of Closing for proper execution by both Buyer and Seller
consistent with the iernis of this Agreemcnt.Seller and Buyer shall share equally in any
settlement I'ees associated ivith Closing.
14.Section 1033 Fxchan e.As Buyer is acquiring ibis Property in lieu of
commencing eniinent domain proceedings,Seller reserves the right to utilize and rely upon
Section 1033 of the hiternal Revenue Code to consummate an exchange.
15.Possession Risk of Loss.All risk of loss with respect io the Property shall
rcntain with Seller until Closing of ihe purchase of'the Property.Seller shall preserve and care
for the Property until Closing in a manner consistent with its prior practice,including roof,
HVAC,and fire prevention systems,if any.
16.I,xistinty Tenanc or Other Interests.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 parly holding such interest in which such
interest is terminated prior to Closing.
17.Lien Waivers.If at Seller's (or iis afliliates)request or direction any person or
entity has supplied material or services for the I'ropcrty within six (6)months prior to the
Page 4 ol 9
Bff&:ctive Date ol this Agreement which may form the basis of a Ivlechanic's I.ien being filed
against the Property,then the Seller shall provide copies of written lien waivers from all such
persons or entities supplying material or services prior to the Closing l)ate.Seller agrees to
indemnify and hold 13uyer harmless fi'om any such claims which arise becinise of thc filing of
Mechanic's Liens for work contracted for by Seller prior to the Closing Date and specilically
reserves the right to pursue an action in connection therewith.which right shall survive Closing.
p~d&&&i ».S 9 &»&&y &i,&&&&&&i,pr "di»&,
investigation against itself,related entities,its partners,or the Property,v,:hich would affect the
Property or the right of Seller to sell and convey the Property,or any action,litigation,
proceeding,or investigation.including,without limitation,any eminent donuiin proceeding
which v;ould result in any lien,claim,right,or interest in the Property in favor of any third party.
I').Notices.Except with regard to Buyer's unitertaking set forth in Paragraph 11.
neither party shall have the right to terminate this Agreement or seek any remedy for 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 pursue such remedy,specifying the occurrcncc and
description of such default under this Agreement and unless the party given 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 to remedy the same).All notices,demands,writings,
supplements,or other documents which &ire required or permitted by the terms of this Agreement
to bc given to any party shall be delivered 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 bc sent to Brick Gentry,P.C.,c/o
Steve Brick,6701 Westown Parkway.Suite 100,West Des Moines,IA 50266.Notices to Seller
shall also be sent to,lames E.McCarthy,5400 University Avenue,West Des Moines,IA 50266-
5977.
20.Assi nment A reement Bindin on Successors:Survival of Provisions.This
Agreement may not be assigned or transferred by any of the paries v ithout the express written
consent of thc other.This Agreentent and amendments,if any,and all representations,
warranties,indemnification obligations,rights,and duties hereunder slrall survive the Closing
and shall bc fully binding at all iimes against Seller and Buyer,as well as any and all of its or
their successors in interest,assigns,or transferees.
21.Default;Remedies of the Parties.
21.1.Bu er's Remedies I'or Seller'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)Seller fails or refuses to timely convey the Property to Buyer in accordance
with the terms and conditions of this Ag&rcemcnt&except on account of a default
hereunder by Buyer,Buyer may elect one of the following rentedies:(a)be entitled to
terminate Buyer's obligations under this Agreement by written notice to Seller;(b)be
entitled to spccilic performance of this Agreement;or (c)any other remedies available at
lav:or equity.
Page 5 of 9
2).2.Seller's Remedies for Bu er's Default.If (a)each of the conditions
precedent set forth in this Agreement have been satisfied or waived prior to thc Closing
Date and (b)Buyer fails or refitses 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 following remedies;(a)be
entitled to terminate Seller's obligations under this Agreement by written notice to Buyer;
(b)bc entitled to specilic performance ol'this Agreensent;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
herb:under.
23.No Waiver.Subject to the deemed approvals under this Agrennent,no waivcrs
by any party of tltc performance or satisfaction of any covenant or conclition 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 ~Hti A t.Thl.Ag.»t t «tl tl p"th t tt
parties regarding the Property and supersedes all prior agreements,vthether v ritten or oral,
bettween the partie regarding the same subject.This Agreement may only be modified by
subsequent written agreement signed by the party to be charged.
25.Counter arts and Effectiveness.This Agreement may be executed in
counterparts,each of which shall be deemed an original,but all of which shall constitute one and
the same agreement,and this Agreement shall only be effective if a counterpart is signed by both
Buyer and Seller.
26.~S.blitt..I»Ih t.y P 1.1»t'tll Ag .I h lib h.lb I b
invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate
or render unenforceable 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 of Waukee.Buyer*s
and Sellra 's obligation to close is further subject to the conditions set l'orth 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 tire Warranty Deed given by Seller to Buyer to consummate this transaction,shall not
be mgu tycd into such documents.
4 ~htt i P'.I tl 't 141 ltb Itl p lyp tt »Ttl
of this Agreement.the prcvailitlg ptlrty in any litigation or enforcement action shall bc entitled to
reimbursement by the defaulting party for any of the prevailing party's reasonable attorney l'ees,
court costs,and other associated costs of enforcement.
Pagle 6 ol'9
30.Oovernino Law:Construction.This Agreement shall be construed pursuant to the
laws of'the State of Iowa.Whcrevcr possible,each provision of this Agreement shall be
interpreted in such ntanner as to be eff'ective turd valid.If any such provision of this Agreement
shall be determined to bc invalid or unenforceable,such provision shall be ineffective to the
extent of such prohibition or invalidity v:ithout invalidating or otherwise affecting thc rrnnaining
provisions of this Agreement.
3l.~Headings.Article and section headings used in this Agreement rae I'or thc
convenience o I'thc patxics only and shall not affect the construction of this Agreemcnt.
32.Further Assurances.At or after Closing,the paries 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 patxy at any
time or from time to time in order to effectuate and comply v:ith all the terms of this Agreement
and the transactions contemplated hereby.
IN WITNESS WHERI'.OI,the parties lrave executed this Agreement as of the date sct
forth above.
SELLER:
NORMA R.BRODERICK
BUYER;
THE CITY OF WAUKEE,IOWA,
an Iowa municipality
Norma R.Broderick
By:
Tim Moen an,City Administrator
Tax Identification Number
Dated:
42-6006605
Tax Identification Number
Dated;tI,
Page 7 of 9
ItXIIII31T "A"
I.egal Description
Parcel 'A"as described in the Plat of Survey of the South Half of
thc Northwest Quarter of the Northwest Quarter (S'/z NW'/n NW'/0
in Section 28,Township 79 North.Range 26 West of the 5"P.M.,
Dallas County,Iowa as recorded in the office of the Dallas County
Recorder dated July 18,2007,Book 2007,Page 11136
Page 8 of'9
EXHIBIT'"I3"
ADDI I'IONAL PROVISIONS/CONDITIONS
Norma R.I3roderick,Seller of I'arcel A,will retain the lollowing property
rights until the Closing Date to the following:
I.Retain rights to,and the right to remove.the contents and
ltxturcs of the home located on Parcel A
2.Right to remove the 40'x SO'shop building located on Parcel
A
3.Right to remove the garage building located on Parcel A
4.Right to remove old metal pump located on Parcel A
5.Seller will have the option to remove the foregoing by the
closing date established in the purchase agreement.
Page 9 of 9