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HomeMy WebLinkAbout2021-04-19-I09 Purchase Agreement _830 W Hickman, 845 Ashworth Dr CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: April 19, 2021 AGENDA ITEM: Consideration of approval of a resolution approving Offer to Buy Real Estate and Acceptance (Nonresidential) [845 Ashworth Drive and 830 W Hickman Road] FORMAT: Resolution SYNOPSIS INCLUDING PRO & CON: Following completion of an appraisal, City Staff has negotiated a purchase agreement for an approximately 2.3 acre parcel of property located along both W. Hickman Road and Ashworth Drive. The purpose of the property acquisition is to allow for the eventual relocation of Ashworth Drive at the intersection with 10th Street. FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: $800,000 COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: . The City Attorney has prepared the purchase agreement and it has been signed by the property owners and is attached for your review. RECOMMENDATION: Approve the resolution. ATTACHMENTS: I. Proposed Resolution II. Proposed Purchase Agreement PREPARED BY: Brad Deets, Development Services Director REVIEWED BY: AGENDA ITEM: I9 THE CITY OF WAUKEE, IOWA RESOLUTION 2021- RESOLUTION APPROVING PURCHASE AGREEMENT FOR CERTAIN PROPERTY LOCATED IN THE CITY OF WAUKEE IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized Municipal Organization; AND WHEREAS, the City desires to enter into a Purchase Agreement (hereinafter referred to as the “Agreement”) and said Agreement has been accepted by the Seller, for certain property locally known as 830 W Hickman Road and 845 Ashworth Drive; AND WHEREAS, the City Council of the City of Waukee deems it to be in the best interest of the City to purchase the property; AND WHEREAS, the proposed Agreement between Bradley G. Lathrop and Robert I. Shoeman and the City of Waukee is attached as Exhibit “A.” NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Waukee that the Purchase Agreement attached hereto as Exhibit A is approved. BE IT FURTHER RESOLVED that City Staff is directed to proceed in accordance with the Agreement. Upon the determination of the City Attorney that the conditions of the offer have been satisfied and title delivered staff is authorized and directed to proceed with closing. Passed by the City Council of the City of Waukee, Iowa, and approved the 19th day of April, 2021. ____________________________ Courtney Clarke, Mayor Attest: ___________________________________ Rebecca D. Schuett, City Clerk RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN Anna Bergman Pierce R. Charles Bottenberg Chris Crone Larry R. Lyon Ben Sinclair ©The Iowa State Bar Association 2021 IowaDocs® Form No. 180, Offer to Buy Real Estate and Acceptance (Nonresidential) Revised January 2016 OFFER TO BUY REAL ESTATE AND ACCEPTANCE (NONRESIDENTIAL) TO: Bradley G. Lathrop and Robert I. Shoeman (Sellers) The undersigned BUYERS hereby offer to buy and the undersigned SELLERS by their acceptance agree to sell the real property situated in Dallas, Iowa, locally known as 845 Ashworth Drive, Waukee, Iowa, and 830 W. Hickman Road, Waukee, Iowa and legally described as: That part of the NW 1/4 of the NW 1/4 of Section 33, Township 79 North, Range 26 West of the 5th P.M., Dallas County, Iowa, more particularly described as follows: Commencing at the Northwest Corner of Section 33, Township 79 North, Range 26 West of the 5th P.M., Dallas County, Iowa, thence East 453.7 feet on the North line thereof, and which for this description is assumed to be due East and West; thence S 54°30' E, 195.3 feet; thence S 30°00' W, 18.5 feet to the point of beginning; thence N 30°00' W, 301.0 feet to a point on the Northerly line of Adel Avenue; thence N 60°00' W, 120.5 feet on said Northerly line; thence North 23.0 feet; thence N 41°30' W, 172.9 feet to a point of tangency of a curve concave Southwesterly on a radius of 613 feet; thence on said curve 53.5 feet; thence East 400 feet to the point of beginning. (locally known as 845 Ashworth Drive, Waukee, IA 50263) AND Part of the Northwest 1/4 of the Northwest 1/4 of Section 33, Township 79 North, Range 26 West of the 5th P.M., Waukee, Dallas County, Iowa, described as follows: Beginning 96.5 feet East and 50 feet South of the Northwest Corner of said NW 1/4 NW 1/4, thence East 421.4 feet to the right of way fence of the M. & St. L.R.R., thence Southeasterly along said fence (S54°30'E) 109.2 feet, thence Southwesterly (S18°0'W18.5) feet, thence West 400 feet, thence Northwesterly on a curve radius of 613 feet 129.1 feet to the place of beginning, AND Parcel "A" of the survey an irregular shaped parcel in the Northwest 1/4 of Section 33, Township 79 North, Range 26 West of the 5th P.M., Waukee, as show in Book 781, Page 450, in the Office of the Recorder of Dallas County, Iowa, together with all easements and servient estates appurtenant thereto, if any, and subject to (a) zoning and other applicable building ordinances, and (b) easements, restrictions and covenants of record, if any. (locally known as 830 W. Hickman Road, Waukee, IA 50263) together with any easements and appurtenant servient estates, but subject to any reasonable easements of record for public utilities or roads, any zoning restrictions customary restrictive covenants and mineral reservations of record, if any, herein referred to as the "Property," upon the following terms and conditions: 1. PURCHASE PRICE. The Purchase Price shall be $800,000.00 and the method of payment shall be as follows: $1,000.00 with this offer, to be deposited upon acceptance of this offer and held in trust by Brick Law Firm as earnest money, to be delivered to the SELLERS upon performance of SELLERS' obligations and satisfaction of BUYERS' contingencies, if any; and the balance of the Purchase Price paid at closing. 2. REAL ESTATE TAXES. Sellers shall pay provide credit to Buyer for prorated tax amount BGL 04/09/21 12:09 PM CDT dotloop verified RSS 04/11/21 11:41 PM CDT dotloop verified dotloop signature verification: dtlp.us/1CCF-8LuP-ILax ©The Iowa State Bar Association 2021 IowaDocs® Form No. 180, Offer to Buy Real Estate and Acceptance (Nonresidential) Revised January 2016 through date of possession 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 SELLERS 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. SELLERS shall pay in full at time of closing all special assessments which are a lien on the Property as of the date of acceptance. B. All charges for solid waste removal, sewage and maintenance that are attributable to SELLERS' possession, including those for which assessments arise after closing, shall be paid by SELLERS. C. Any preliminary or deficiency assessment which cannot be discharged by payment shall be paid by SELLERS through an escrow account with sufficient funds to pay such liens when payable, with any unused funds returned to SELLERS. E. BUYERS shall pay all other special assessments or installments not payable by SELLERS. 4. RISK OF LOSS AND INSURANCE. SELLERS shall bear the risk of loss or damage to the Property prior to closing or possession, whichever first occurs. SELLERS 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 July 1, 2021 and any adjustments of rent, insurance, interest and all charges attributable to the SELLERS' 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 SELLERS, but prior to possession by BUYERS. SELLERS agree to permit BUYERS to inspect the Property within 48 hours prior to closing to assure that the premises are in the condition required by this Agreement. 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 upon the delivery of the title transfer documents to BUYERS and receipt of all funds then due at closing from BUYERS under the Agreement. 6. FIXTURES. Included with the Property shall be all fixtures that integrally belong to, are specifically adapted to or are a part of the real estate, whether attached or detached. Also included shall be the following: N/A. The following items shall not be included: N/A. 7. CONDITION OF PROPERTY. The property as of the date of this Agreement, including buildings, grounds, and all improvements, will be preserved by the SELLERS in its present condition until possession, ordinary wear and tear excepted. SELLERS make no BGL 04/09/21 12:09 PM CDT dotloop verified RSS 04/11/21 11:41 PM CDT dotloop verified dotloop signature verification: dtlp.us/1CCF-8LuP-ILax ©The Iowa State Bar Association 2021 IowaDocs® Form No. 180, Offer to Buy Real Estate and Acceptance (Nonresidential) Revised January 2016 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. 8. ABSTRACT AND TITLE. SELLERS, at their expense, shall promptly obtain an abstract of title to the Property continued through the date of acceptance of this Agreement and deliver it to BUYERS' attorney for examination. It shall show marketable title in SELLERS in conformity with this Agreement, Iowa law, and title standards of the Iowa State Bar Association. The SELLERS shall make every reasonable effort to promptly perfect title. If closing is delayed due to SELLERS' inability to provide marketable title, this Agreement shall continue in force and effect until either party rescinds the Agreement after 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. SELLERS shall pay the costs of any additional abstracting and title work due to any act or omission of SELLERS, including transfers by or the death of SELLERS or their assignees. Unless stricken, the abstract shall be obtained from an abstracter qualified by the Guaranty Division of the Iowa Housing Finance Authority. 9. SURVEY. If a survey is required under Iowa Code Chapter 354, or city or county ordinances, SELLERS shall pay the costs thereof. 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. 10. ENVIRONMENTAL MATTERS. A. SELLERS warrant to the best 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 SELLERS have done nothing to contaminate the Property with hazardous wastes or substances. SELLERS 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. SELLERS 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 10 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 SELLERS are required to expend any sum in excess of $10,000.00 to remove any hazardous materials, substances, conditions or wastes, SELLERS shall have the option to cancel this transaction and refund to BGL 04/09/21 12:09 PM CDT dotloop verified RSS 04/11/21 11:41 PM CDT dotloop verified dotloop signature verification: dtlp.us/1CCF-8LuP-ILax ©The Iowa State Bar Association 2021 IowaDocs® Form No. 180, Offer to Buy Real Estate and Acceptance (Nonresidential) Revised January 2016 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 SELLERS, subject to SELLERS' right to cancel this transaction as provided above. 11. DEED. Upon payment of the Purchase Price, SELLERS 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. 12. JOINT TENANCY IN PROCEEDS AND IN REAL ESTATE. If SELLERS, 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 SELLERS, then the proceeds of this sale, and any continuing or recaptured rights of SELLERS in the Property, shall belong to SELLERS 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 SELLERS under this contract to the surviving SELLERS and to accept a deed from the surviving SELLERS consistent with Paragraph 15. 13. 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. 14. STATEMENT AS TO LIENS. If Buyers intend to assume or take subject to a lien on the Property, SELLERS shall furnish BUYERS with a written statement prior to closing from the holder of such lien, showing the correct balance due. 15. 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. 16. REMEDIES OF THE PARTIES. A. If BUYERS fail to timely perform this Agreement, SELLERS may forfeit it as provided in the Iowa Code (Chapter 656), and all payments made shall be forfeited; or, at SELLERS' 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), SELLERS 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 SELLERS fail to timely perform this Agreement, BUYERS have the right to have all payments made returned to them. C. BUYERS and SELLERS 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. 17. 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. 18. GENERAL PROVISIONS. In the performance of each part of this Agreement, time shall be of the essence. Failure to promptly assert rights herein shall not, however, be a waiver BGL 04/09/21 12:09 PM CDT dotloop verified RSS 04/11/21 11:41 PM CDT dotloop verified dotloop signature verification: dtlp.us/1CCF-8LuP-ILax ©The Iowa State Bar Association 2021 IowaDocs® Form No. 180, Offer to Buy Real Estate and Acceptance (Nonresidential) Revised January 2016 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 SELLERS 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. 19. CERTIFICATION. Buyers and Sellers 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 Buyer 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. i) This Agreement is subject to approval by the City Council of the City of Waukee, Iowa. ii) The SELLERS shall specify that portion of the purchase price which shall be allocated to the respective SELLERS no later than 10 days before closing. SELLERS understand that this agreement, and the purchase price specified herein, is the total purchase price for the properties legally described herein and that the allocation of the purchase price amongst the SELLERS hereto must be determined by SELLERS prior to closing. iii) The seller is represented by RE/MAX Precision by and through Dave Stifel. Any and all fees and costs associated with SELLERS representation shall be borne by SELLERS. BUYER is not represented by a Realtor. iv) If City Council approves an earlier closing date, the BUYER may move the closing date forward with at least 10 days prior notice to SELLER. BGL 04/09/21 12:09 PM CDT dotloop verified RSS 04/11/21 11:41 PM CDT dotloop verified dotloop signature verification: dtlp.us/1CCF-8LuP-ILax ©The Iowa State Bar Association 2021 IowaDocs® Form No. 180, Offer to Buy Real Estate and Acceptance (Nonresidential) Revised January 2016 ACCEPTANCE. When accepted, this Agreement shall become a binding contract. If not accepted and delivered to BUYERS on or before _________________, 2021 this Agreement shall be null and void and all payments made shall be returned immediately to BUYERS. If accepted by SELLERS at a later date and acceptance is ratified by BUYER in writing, then this contract shall be valid and binding. Accepted _____________________, 2021 Dated ______________________, 2021 SELLERS BUYERS Bradley G. Lathrop City of Waukee, Iowa SS# _________________ By: Tim Moerman, City Administrator EIN# _________________ Robert I. Shoeman Address: 230 W. Hickman Road SS# _________________ Waukee, IA 50263 Telephone: (515) 978-7900 Telephone: (515) 865-4017 DAVE STIFEL, Sellers Realtor 04/09/2021 dotloop verified 04/09/21 12:09 PM CDT J5FN-6YF3-PISJ-O6FXBradley G. Lathrop dotloop verified 04/11/21 11:41 PM CDT 8JZ1-NPCU-QZZR-A80PRobert S. Shoeman dotloop signature verification: dtlp.us/1CCF-8LuP-ILax