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HomeMy WebLinkAbout2016-08-01-Resolutions 16-309_Remaining Clayton Property - Property SaleTHE CITY OF WAUKEE,IOWA RESOLUTION 16-309 APPROVING A PROPOSAL TO DISPOSE OF THK CITY'S INTEREST IN REAL PROPERTY INTHENAMEANDBYTHEAUTHORITYOF THE CITYOF 8'AUKEE,108'A WHEREAS,the City of Waukee,Iowa,is a duly organized municipality within Dallas County;AND, WHEREAS,the City owns property legally described as; Parcels 17-67 and 17-6g of the Plat of Survey recorded in Book 2016 Page 9295, Dallas County,Iowa,subject to zoning,easements,restrictions,and covenants of record;AND, WHEREAS,the City solicited bids for the possible sale of the property and received several offers to buy the above described property on or about July 27, 2016,with the highest offer received from Jerry's Homes,Inc.,in the amount of $1,600,000.00 pursuant to an offer to purchase attached hereto and incorporated herein by this reference;AND, WHEREAS,a notice of public hearing was published as required by Iowa Code Chapter 364.7 and a public hearing was held concerning the offer on August 1,2016,as set forth in the published notice;AND, WHEREAS,the properly being disposed of is not being utilized by the City and the offer is the highest offer received and is consistent with the fair market value of the property. NOW THEREFORE BE IT RESOLVED by the City Council of the City of Waukee, Iowa,after a public hearing held on August 1,2016,to consider the disposal of the property described above,the offer to purchase submitted by Jerry's Homes,Inc.,with a purchase price of $1,600,000.00,attached hereto and incorporated herein by this reference,is hereby approved. BE IT FURTHER RESOLVED that the Mayor is authorized to execute any and all documents to effectuate the transaction and convey the property on behalf of the City. Passed by the City Council of the City of Waukee,Iowa,and approved this the 1"day of August,2016. liam .ear,Mayo Attest: Rebecca D.Schuett,City Clerk ROLL CALL VOTE Anna Bergman Brian Harrison Shelly Hughes Larry R.Lyon Rick Peterson AYE X X X NAY ABSENT ABSTAIN X X OFFER TO BUY REAL ESTATE AND ACCEPTANCE (NONRESIDENTIAL) TO:City of Waukee,iowa (SELLER) The undersigned BUYERS hereby offer to buy and the undersigned SELLER by their acceptance agree to sell the real property situated in Waukee,Dallas County iowa, legally described as: Parcels 17-67 and 17-68 of the attached Plat of Survey recorded in Book 2016 Page 9295,Dallas County,Iowa,subject to zoning,easements, restrictions,and covenants of record.Parcel 17-69,as identified on the Plat of Survey,are not part of this offer or this agreement and shall be retained by SELLER. subject to any and all easements of record for public utilities or roads,any zoning restrictions,restrictive covenants and mineral reservations of record,if any,herein referred to as the "Property,"upon the following terms and conditions. PURCHASE PRICE.Th P h P I h II h $~ddd d .d the method of payment shall be as follows:$10,000 with this offer,to be deposited upon acceptance of this offer and held in trust by Brick Gentry Law Firm as earnest money,to be delivered to the SELLER upon performance of SELLER'S obligations and satisfaction of BUYERS'contingencies,if any;and the balance of the Purchase Price at closing. 2.REAL ESTATE TAXES.Seller shall pay any property taxes for the property accruing through the date of closing and any unpaid real estate taxes payable in prior years.BUYERS shall pay all subsequent real estate taxes. Unless otherwise provided in this Agreement,at closing SELLER shall pay BUYERS,or BUYERS 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.SELLER shall pay in full at time of closing all special assessments which are a lien on the Property as of the date of acceptance,July 25,2016. B.All charges for solid waste removal,sewage and maintenance that are attributable to SELLER'S possession. C.Any preliminary or deficiency assessment which cannot be discharged by payment shall be paid by SELLER through an escrow account with sufficient funds to pay such liens when payable,with any unused funds returned to SELLER. D.BUYERS shall pay all other special assessments or installments not payable by SELLER. 4.RISK OF LOSS AND INSURANCE.SELLER shali bear the risk of loss or damage to the Property prior to closing or possession,whichever first occurs. SELLER agree to maintain existing insurance and BUYERS may purchase additional insurance.In the event of substantial damage or destruction prior to closing,this Agreement shall be null and void;provided,however,BUYERS 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 BUYERS timely perform all obligations,possession of the Property shall be delivered to BUYERS on October 31, 2016,and any adjustments of rent,insurance,interest and all charges attributable to the SELLER's possession shall be made as of the date of possession.Closing shall occur after the approval of title by BUYERS and vacation of the Property by SELLER,but prior to possession by BUYERS.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 delivery of the title transfer documents to BUYERS and receipt of all funds then due at closing I'rom BUYERS under the Agreement. 6.CONDITION OF PROPERTY.The property as of the date of this Agreement,including buildings,grounds,and all improvements,will be preserved by the SELLER in its present condition until possession,ordinary wear and tear excepted. SELLER make no warranties,expressed or implied,as to the condition of the property. A.BUYERS acknowledge that they have made a satisfactory inspection of the Property and are purchasing the Property in its existing condition. 7.ABSTRACT AND TITLE.SELLER,at their expense,shall promptly obtain an abstract of title to the Property continued through the date of acceptance of this Agreement,August 8,2016,and deliver it to BUYERS'attorney for examination.It shall show marketable title in SELLER in conformity with this Agreement,Iowa law,and title standards of the Iowa State Bar Association.The SELLER shall make every reasonable effort to promptly perfect title.If closing is delayed due to SELLER'S inability to provide marketable title,this Agreement shall continue in force and effect until either party rescinds the Agreement atter 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. SELLER shall pay the costs of any additional abstracting and title work due to any act or omission of SELLER,including transfers by or the death of SELLER or their assignees. Unless stricken,the abstract shall be obtained from an abstracter qualified by the Guaranty Division of the Iowa Housing Finance Authority. 8.SURVEY.BUYERS may,at BUYERS'expense prior to closing,have the property surveyed and certified by a registered land surveyor.If the survey 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. 9.ENVIRONMENTAL MATTERS. A.SELLER warrant to the hest 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 SELLER have done nothing to contaminate the Property with hazardous wastes or substances.SELLER 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.SELLER 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: B.BUYERS may at their expense,within 15 days after the date of acceptance, obtain a report from a qualified engineer or other person qualified to analyze the existence or nature of any hazardous materials,substances,conditions or wastes located on the Property.In the event any hazardous materials, substances,conditions or wastes are discovered on the Property,BUYERS' obligation hereunder shall be contingent upon the removal of such materials, substances,conditions or wastes or other resolution of the matter reasonably satisfactory to BUYERS.However,in the event SELLER are required to expend any sum in excess of $5,000 to remove any hazardous materials, substances,conditions or wastes,SELLER shall have the option to cancel this transaction and refund to BUYERS all earnest money paid and declare this Agreement null and void.The expense of any inspection shall be paid by BUYERS.The expense of any action necessary to remove or otherwise make safe any hazardous material,substances,conditions or waste shall be paid by SELLER,subject to SELLER'S right to cancel this transaction as provided above. lb.DEED.Upon payment of the Purchase Price,SELLER 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. 11,JOINT TENANCY IN PROCEEDS AND IN REAL ESTATE,If SELLER,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 SELLER,then the proceeds of this sale,and any continuing or recaptured rights of SELLER in the Property,shall belong to SELLER 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 SELLER under this contract to the surviving SELLER and to accept a deed from the surviving SELLER consistent with Paragraph 15. 12.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. 13.STATEMENT AS TO LIENS.If BUYERS intend to assume or take subject to a lien on the Property,SELLER shall furnish BUYERS with a written statement prior to closing from the holder of such lien,showing the correct balance due. 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. 15.REMEDIES OF THE PARTIES. A.If BUYERS fail to timely perform this Agreement,SELLER may forfeit it as provided in the Iowa Code (Chapter 656),and all payments made shall be forfeited;or,at SELLER'8 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),SELLER 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 SELLER fail to timely perform this Agreement,BUYERS have the right to have all payments made returned to them. C.BUYERS and SELLER are also entitled to utilize any and all other remedies or actions at law or in equity available to them,and the prevailing parties shall be entitled to obtain judgment for costs and attorney fees. 16.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. 17.GENERAL PROVISIONS.In the performance of each part of this Agreement,time shall be of the essence.Failure to promptly assert rights heivin 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 SELLER 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, 18.NO REAL ESTATE AGENT OR BROKER.Neither party has used the service of a real estate agent or broker in connection with this transaction. 19.CERTIFICATION.BUYERS and Seller 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.Each 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. 20.INSPECTION OF PRIVATE SEWAGE DISPOSAL SYSTEM.SELLER represents and warrants to BUYERS that the Property is not served by a private sewage disposal system,and there are no known private sewage disposal systems on the property. 21.ADDITIONAL PROVISIONS.This Offer to Buy Real Estate is subject to approval of the Waukee City Council in the manner required by law. In addition,the property is currently the subject of a farm tenancy for hay.The SELLER shall cause notice of termination of tenancy to be served upon the tenant prior to closing in accordance with Iowa law,however,it is understood that BUYER'S purchase will be subject to the continued tenancy by the farm tenant through such time as the actual termination date required by law for the farm tenancy following such notice of termination.SELLER shall retain all farm rents due and payable in this crop year through termination of the lease. 22.ACCEPTANCE.When accepted,this Agreement shall become a binding contract.If not accepted and delivered to BUYERS on or before August 8,2016,this Agreement shall be null and void and all payments made shall be returned immediately to BUYERS.If accepted by SELLER at a later date and acceptance is satisfied in writing, then this contract shall be valid and binding. 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