HomeMy WebLinkAbout2016-09-19-Resolutions 16-402_Hubbell Realty Co - Property SaleTHE CITY OF WAUKEE,IOWA
RESOLUTION 16-402
APPROVING A PROPOSAL TO DISPOSE OF THK CITY OF WAUKEE'S INTEREST
IN REAL PROPERTY
1N THE NAME AND BY THE A UTHORITY OF THE C1TY OF WA UKEE,IO IVA
WHEREAS,the City owns property legally described as:
Parcel "AA"of Government Lot 15 in Section 5,Township 78 North,Range 26 West of the 5"
P.M.,Dallas County,Iowa,as shown on the Plat of Survey,dated May 31,2012 and filed in the
Office of the Recorder for Dallas County,Iowa on May 31,2012 in Book 2012 at Page 9051,
together with any easements and servient estates appmtenant thereto and subject to all
easements,covenants and restrictions of record;AND
WHEREAS,Hubbell Realty Company has approached the City and offered to purchase the
property in the amount of $340,000.00 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 September 19,2016,as set forth in the
published notice;AND,
WHEREAS,the property being disposed of is not being utilized by the City and the offer is
consistent with the fair market value of the property.
NOW THEREFORE BK IT RESOLVED by the City Council of the City of Waukee,Iowa,
after a public hearing held on September 19,2016,to consider the disposal of the property
described above,the offer to purchase submitted by Hubbell Realty Company,with a purchase
price of $340,000.00,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 19'"day of
September,2016.
Wi iam .Peard,Mayor
Attest:
Rebecca D.Schuett,City Clerk
ROLL CALL VOTE
Anna Bergman
Brian Harrison
Shelly Hughes
Larry R.Lyon
Rick Peterson
AYE
X
X
X
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NAY ABSENT ABSTAIN
PURCHASE ACREEhIENT
TNIsAG~ESIENTi d I *t d I t bt Jtts&6'I kdvbdy,1616
by and between,the CITY OF YYAVI&EE,IOWA,an Iowa municipal corpordtion,("Seller")and
HVBBELL REALTY COh'IPANlY,an iowa corporation,or its assignee.(EBuyer").
%ITN E SS ET H:
NOW,THEREFORE,in consideration of thc premises,and ot'the mutual covenants set I'orth in
this Agreement,Seller and Buyer agree as fol!ows:
~S'I 'P t:1'ld'll I by t t lit 6;db y I'by Ec t b y
fiom Seller upon and subject to the terms and conditions set forth in this A&yreement,the fogowing
described land located in Dallas County,Iowa:
Parcel "AA"of Government Lot 15 in Section 5,Township 78 North,Range 26 West of
the 5'"P.lvl.,Dallas County,Iowa,as shown on the Plat ot'Survey,datecl May 31,2012
and filed in the Office of the Recorder for Dallas County,Iowa on May 31,2012 in Book
2012 at Page 9051,together with any easements and seiwient estates appurtenant thereto,
and subject to all easements,covenants and restrictions of record,(the "~Pro ertv").
(b)Seller further agrees to assi&En to Buyer at closing,to the extent owned by Seller,and without
wananty,all of its tight,title and interest to any site plans,surveys,drawings,engineering plans or
architectural plans,environmental,geotechnical and any other reports or documents that have been
drafted for the development ol'the Property or that Seller may otherwise have in its possession.
Purchase Price.
(a)Buyer shall pay to Seller for the Property a Purchase Price equal to Three
Hundred Forty Thousand and 00i100 Dollars ($340,000.00).
(b)Buyer shall pay the Purchase Price ol'the Property to Seller,in cash,as follows:
(i)$10,000 upon the execution ol'this Agreement by Seller,as earnest money,
to be held in the tnist account of the.Brick Gentry Law Firm,the City's attorney,
pending Closing.
(ii)The balance of the Purchase Price in cash at Closing and delivery of
possession of the Property.
(c)It is the intention of Buyer that the Property may be acquired by Buyer as a part of
a tax-deferred exchange,as described in the regulations of Section 1031 of the Internal Revenue
Code.All right,title and interest of Buyer in the Property may be assigned by Buyer to a
qualilied intermediary for the purpose ot facilitating a tax-defened exchange in accordance with
regulations ol'Section 1031 of the Internal Revenue Code,and Seller agrees to cooperate with
Buyer and with the qualified intermediary by executing any documentation reasonably necessary
to effect the tax-deferred exchange.In doing so,Seller shall bear no additional cost or liability
as a result of Buyer's intent to acquire this real estate to complete a tax-defer ed exchange.
3.Real Fstate Taxes S ecial Assessments and Char es.
(a)Seller shall pay all ol'the real estate taxes that arc liens on the Property for prior
years,and all those due and payable in the fiscal year in which possession is
given.All rea!estate taxes for the fiscal year in which possession is given,due
and payable in the following fiscal year,shall bc prorated between Seller and
Buyer as of the date of possession,based upon the last actual real estate taxes
payable.
(b)Sefier shall pay all special assessments that are a lien on the Property at the time
of delivery of possession of the Property to Buyer.Any preliminary or deficiency
assessment that cannot be discharged by payment shall be paiil through an escrow
account with sufficient funds to pay such liens when payable with any unused
funds returned to Seller.
(c)All charges for solid waste,sewage,other utilities,and assessments for weed
cutting or property maintenance attributable to Selh:rs*possession shall be paid
by Seller.
(d)All subsequent real estate taxes,special assessments and charges shall be paid by
Buyer.
4.Conditions Precedent to Closin .In the event any oF the conditions set foiah in this
paragraph shall not have been fulfilled on or before the deadline for satisfaction of such condition,
Buyer,in its sole discretion,may terminate this agreement by giving written notice thereof to Seller on
or before such expiration date,and shall receive a refund of the earnest money deposit.Buyer's
obligation to perform its part of this Agreement on the Closing date is conditioned upon the fulfillment
of each and every one of the following events on or before the date specified.
(a)Seller shall promptly initiate and comply with the procedures for disposiiion and
sale of the Property required by Iowa Code Section 364.7 and the City Council of Seller shall
have approved the sale of the Property to Buyer on or before November I,2016.
(b)Buyer shall have obtained authorization fiom its Board of'Directors I'or the
acquisition of the Property not later than August I 2,2016.
(c)Seller shall have kept,performe&1 and observed each and every agreement and
obligation on its part to be kept,perfortned and observed hereundrnq all of Seller's covenants,
representations and warranties shall be true and correct in all material respects on,ant!as if made
on,the Closing date;and Seller shall have delivered all Closing documents to Buyer at Closing.
The fiilfillment of these terms and conditions precedent are for the benefit of Buyer,and
Buyer may,in its sole and absolute discretion,waive conditionally or absolutely the fulfillment
of any one or more of these conditions,or any paid thereof,at any time,or may declare any such
condition to be fullilled;provided,however,any such v aiver or declaration shall be binding
upon Buyer only il'made in a vniting signed by Buyer.
5.Ctostn~Possession and Title.Possession of the Propeiay shall be conveyed to Buyer at
Closing,Closing shall occur at 9:00 a.m.,local time,the last business clay that is within thiiay (30)days
after all conditions precedent to closing have been satisfied or waived,in the of'lices of Buyer,or at such
other date,time or place as may be agreed by the parties ("Closing&")but in no event later than December
I,20)6.At Closing,Buyer shall deliver to Seller the balance of the Purchase Price;and Seller shall
convey title to the Property to Buyer by general wartanty deed,fice and c(ear of all liens,restrictions,
and encumbrances,except as expressly provided in this Agreetnent.
6.Abstract of Title.Seller,at its expense,shall proniptly prepare and continue an abstract
of title to the Property and deliver it to Buyer for examination.Thc abstract of title shall shov:
merchantable title in Seller to the Propeixy in conformity with this AgreelT!ent,the Land Title Law of the
State of Iowa and the Iowa Land Title Standards ol'the Iowa State Bar Association.Vpon Closing,the
abstract of title to thc Property shall become the property of Buyer.Seller shall pay all costs for any
additional abstracting and/or title work due to any act or omission of Seller.Buyer should deliver to
Seller a copy of the title opinion of Buyer*s counsel,and Seller shall have a reasonable time thereat'ter,
not to exceed the greater of until the scheduled closing or thirty (30)days,to correct any title objections.
If Seller shall fail to have such objections removed prior to Closing,Buyta may,at its sole discretion,
either (i)te&minate this Agreement without liability on its part,and in which event it shall receive a
rel'und of its Earnest Money;(ii)if the objections or judgments or the acquisitions of others'interest in
the Propeixy which may be removed by the expenditure of sums of money,take title to the Propetty,
discharge such objections,and receive a credit against the Purchase Price for the amounts so expended;
(iii)extend the time for Closing until Seller can acquire the interests of others or otherwise satisfy such
objections or judgments (provided that Seller shall not be required to do so if the total cost to acquire
such interest or saiisl'y such objections or judgments exceeds the Purchase Price),or (iv)take title
subject to such objections,At closing,the abstract(s)of title shall become the property of Buyer.Seller
shall pay the costs of any additional abstracting and title work due to any act or omission of Seller,
includmg transfer by Seller or the death of Sel(er's grantor or Seller's successors or assigns,if any.
7.A reements re«ardinu Develo ment of the Pro ertv b Buyer.
(a)The parties acknowledge that Westown Parkway lying north of and adjacent to the
Property is being developed as a paved two-lane street in accordance with that certain Development
Agreeinent by and between Seller,Buyer and Hubbell Metropolitan Development Fund I,LLC (Series
E)('HlvIDF I-E"),(the "Development Agreement"),and that Buyer and HMDF I-E are paying the costs
of development ot'the Westoxvn Parkway Street Improvements as described in the Developmeni
Agreement.Buyer fuixher understands and acknowledges that at such time as Buyer develops the
Property,Buyer will be required,at its expense,to install curb and gutter,storm sewer and sidewalk
alon&g the south side of tire Westown Parkway abutting the Property in accordance vvith the applicable
requirements and design standards,as well as provide and connect any platted property to water and
sanitary sewer (the '*Future '&Vestown Parkway Work").Seller hereby agrees that except for Buyer's
obligation to construct the Future Westown Parkway Work,for a period ot'five years &after closing,
Seller shall not impose a special asscssmcnt against the Property (or any part thereof)or otherwisc
impose any connection tees or other charges against the Buyer or its successors or assigns or tits
Property for any costs of the initial construction of any improvements to Westown Parkway adjacent to
the Property that enlarge or modify the Westown Parkway Street Iinprovements to be consiructet!
pursuant to the Development Agrecmcnt,including,but not limited to,any expansion of the width of'thc
pavement of Westown Parkway.
(b)The provisions of this Section shall suiwive Closin&'and continue in effect and shall ilot
be deemed to be merged into the deed.
9.Insurance Dama e or Destruction.Seller shall preserve the Propcrty substantially in
its existing condition.The risk of all loss from damage or destruction shall remain with Seller until
Closing and Seller shall be entitled to any insurance proceeds for any such damage or destntction that
occurs prior to Closing.
10,Brokerage Re resentations and Fee.Buyer is a licensetl real estate broker in the State
of Iowa and represented itself in this transaction,Buyer may acquire this Property for its ov,n account or
may assign the right to acquire this Property to an entity in which Buyer may be an investor.Buyer
hereby agrees to protect,defend,indemnify and hold Seller harmless from any and all liability and
expenses,including reasonable attorneys'fees,from any claim For brokerage commissions or finder's
lees due to any licensed real estate broker engaged by or on behalf of Buyer in connection with the sale
of the Property.
Seller represented itself in this transaction.Seller hereby agrees that it will protect,del'end,
indemnify and hold Buyer harmless from any and all liability and expenses,including reasonable
auorneys*fees,from any claim for brokerage commissions or finder's fees due any licensed real estate
broker engaged by or on behalf of Seller in connection with the sale of the Property.
11.Notices.Whenever any notice is required or permitted under this Agreement,it shall bc
in writing and shall be delivered personally with acknowledgement of receipt obtained by the delivering
party or mailed by U.S.Certifted tv(ail,return receipt requested,or sent by overnight carrier.Until
further notification by written notice in the manner required by this paragraph,notices to the parties
shall be delivered as follows:
Buyer:Hubbell Realty Company
Attn;Dan Cornelison
6900 Westown Parlavay
West Des Moines,Iowa 50266
(515)280-2051
dan.come((son'r)hubbellrealtv.corn
Seller:City of Waukee,Iowa
Atm:Tim Mocrtnan,City Administrator
230 W.Hickman Road
Waukce,Iowa 50263
(515)97g-7902
B iq:\"»"»u -9 -.u
If'notice is given by mailing,then the notice shall be deemed to have been given on the date the
envelope containing the notice is deposited in the United States mail,properly addressed to party to
whom it is directed,postage prepaid.Il'notice is sent by overnight carrier,it shall be deemed given
upon receipt as evidenced by the signature obtained by the canier.
12.Remedies.If either party shall del'suit in any of its obligations under this Agreement,
and such default shall continue for ten (10)days after the other party has given written notice specifying
the nature of such default,then:
(a)If'the Buyer defaults in the per fbrmancc of this Agreement under &niy provision oi'
this Agreement,the then the earnest money shall be paid to Seller as I'ull and complete Daiilages
(the parties agreeing that the earnest money represents a fair and reasonable approximation ol'
damages),whereupon thc Agretnnent shall terminate.Seller shall not be entitled to specific
perfonnance as a remedy and specifically waives it rights to such remedy.
(b)If Seller defaults in the performance of this Agreement,then Buyer may terminate
this Purchase Agreement by written notice to Seller,in which case this Purchase Agreement shall
teiminate and be of no further I'orce and e(Tect and Buyer shall receive a fuH refund ol'the earnest
money deposit.Buyer shall also be entitled to seek specilic performance as a remedy against
Seller.
(c)In the event of any litigation between the parties to this Atyremncnt,the prevailing
party shall be entitled to recover the costs of liti&yation and the reasonable attorney and witness
fees and expenses that it incurred I'rom the non-prevailing party.
A I t.hy lith th thtt I dt Ill.yp&I'lt'
l&E I thl P h A tt y t'ylltd Ilty,lth thli
separate transactions,or io assign and transfer all,or any part,of its interest in this Purchase Agreement
to any unaffiliated person,flint or entity of its choice,in one or more separate transactions with the prior
consent ol'the Seller,which consent shall not be urueasonably withheld or delayed;prohrided,however,
that no such assignment or transfer shall affect the liability of Buyer under this Agreement.
14.ADreement BindinD U on Successors.This Agreement shall inure to the benefit of,and
be binding upon,the parties hereto and their heirs,legal representatives,successors and assigns.
I 5.Time.Time is of the essence in the performance of this Agreemcnt.
~E&'A t.Eh A,t,t th lrhth D;I I„,tAB r,&a
the entire agreement between Seller and Buyer;and all prior communications or agreements between the
parties to this Agreement or their representatives,whether oral or written,are merged into this
ADreement and the Development Agreement and extin&yuished,No agreement,representation or
inducement shall be el'fective to change,modify or terminate this Agreement,in v hole or in part,unless
in writing and signed by the party or parties to this Agreement to be bound by such change,modification
or termination.If any term or provision of this Agreement or any application thereof shall be
unenforccablet the remainder of this Agreement and any other application of any such term or provision
shall not be affected thereby,and each provision of this Agreement shall be valid and enforceable to the
fullest extent pertnitted by law.The parties to this Agreement acknowledge and agree that this
Agreement represents a negotiated Agreement,having been drafted,negotiated and agreed upon by the
patties and their legal counsel.Therefore,the parties agree that the fact that one party or the oth&n may
have been prinvarily responsible for drafting or editing this Agreement shall not,in any dispute over the
terms of this Agreemcnt,cause this Agreement to be intetpreted against such paiay.
l7.Walvers.No pairty may waive any condition or bircach of any teisn,covcilallt or
condition of this Purchase Agreeinent,except in a writin&y specihcally describing the conilition or breach
waived.The hvaiver by either party to this Purchase Agreement of any condition of,or breach of any
tenn,condition or covenant contained in,this Purchase Agreement shall not be deemed to be a waiver of
any other condition or of any subsequent breach of the same or of any other term,condition or covenant
of this Purchase Agreement.
lit.G~ic .rli P "I Aat ti »d d c d
Irespects is to be governed and construed by the laws of the State of lot,a.
19.Survival of Terms.All terms.covenants and conditions of this a&rreemcnt shall survive
the closing and delivery of deed.
IN WITNESS WHEREOF,Seller and Buyer have duly executed this Purchase Agreement,in
two origillats,eacli ol wlilclt Is bu't otic Slid the same Bgl't.clllcilh Bs of tllc ycat'Bticl
day tirst above written.
HUBBE REALTY PAN Buyer
13v
Jai es R,tttieb .enior Vice Preside t,Chief Financial Officer,'1'rcasurer and Assistant Secretary
By:
'binelison.Se "ter&ice President,Oeneral Counsel and Secretary
Date:August ~,2016
SELLER:
CITY W UKE,I A
Wi liam F.card,Ivlayor
Attest:
By
Becky Schuett,City Clerk
Date:i Aj 0
I dolt lln Villaartl lilt 10II clchasc Aarcciiicrll I'nr (iti I and dnca