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HomeMy WebLinkAbout2019-10-24-D01 Offer to Purchase_Deseret Trust Co. AGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: October 24, 2019 AGENDA ITEM:Consideration of approval of a resolution approving Offer to Buy Real Estate and Acceptance (Non-Residential) [Deseret Trust Company] FORMAT:Resolution SYNOPSIS INCLUDING PRO & CON: The Purchase Agreement covers approximately .75 of an acre that is needed by the City for extension of utilities (storm and sanitary sewer) related to the extension of Kettlestone Boulevard that will provide access to the Fleet Farm project. FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS:$178,821.50 The City of Waukee would recoup the cost of this purchase when the rest of the Deseret Trust property is developed. COMMISSION/BOARD/COMMITTEE COMMENT: N/A STAFF REVIEW AND COMMENT: Purchasing this property is the quickest way for the City to get access for the installation of utilities. The Purchase Agreement has been reviewed by the City Attorney RECOMMENDATION: Approve the resolution. ATTACHMENTS: I. Resolution II. Purchase Agreement PREPARED BY: Dan Dutcher REVIEWED BY: PUBLIC NOTICE INFORMATION – NAME OF PUBLICATION: DATE OF PUBLICATION: D1 THE CITY OF WAUKEE, IOWA RESOLUTION 19- APPROVING OFFER TO BUY REAL ESTATE AND ACCEPTANCE (NON- RESIDENTIAL) [DESERET TRUST COMPANY] 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 Council of the City of Waukee deems it to be in the best interest of the City to purchase property owned by Deseret Trust Company; AND WHEREAS, the proposed Offer to Buy Real Estate and Acceptance (Nonresidential) between Deseret Trust Company 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 Offer to Buy Real Estate is approved. BE IT FURTHER RESOLVED that the Mayor is hereby authorized to execute said Offer on behalf of the City and the City Staff is directed to proceed in accordance with the Offer. PASSED, APPROVED, AND ADOPTED this 24th day of October, 2019. ____________________________ William F. Peard, Mayor Attest: ___________________________________ Rebecca D. Schuett, City Clerk RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN Anna Bergman R. Charles Bottenberg Courtney Clarke Shelly Hughes Larry R. Lyon OFFER TO BUY REAL ESTATE AND ACCEPTANCE (NONRESIDENTIAL) The CITY OF WAUKEE, IOWA (“Buyer”) desires to buy, and DESERET TRUST COMPANY (“Seller”) agrees to sell, certain real property situated in Waukee, Dallas County, Iowa, and legal described as See attached Exhibit A 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. Buyer and Seller agree that this sale is being accomplished under threat of condemnation. 1. PURCHASE PRICE. The Purchase Price shall be $178,821.50 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 Gentry P.C. as earnest money, to be delivered to the Seller upon performance of Seller’s obligations and satisfaction of Buyer’s contingencies, if any; and the balance of the Purchase Price, as follows: in cash at the time of closing. 2. REAL ESTATE TAXES. Seller shall pay any unpaid real estate taxes payable in prior years and those that accrue during Seller’s ownership. Buyer shall pay all subsequent real estate taxes. Unless otherwise provided in this Agreement, at closing Seller shall pay Buyer, or Buyer 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 at time of closing all installments of special assessments which are a lien on the Property and, if not paid, would become delinquent during the calendar year this offer is accepted, and all prior installments thereof. B. Seller shall pay all charges for solid waste removal, sewage and maintenance that are attributable to Seller’s possession, including those for which assessments arise after closing. 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. Buyer shall pay all other special assessments or installments not payable by Seller. 4. RISK OF LOSS AND INSURANCE. Seller shall bear the risk of loss or damage to the Property prior to closing or possession, whichever first occurs. In the event of substantial damage or destruction prior to closing, this Agreement shall be null and void; provided, however, Buyer shall have the option to complete the closing as further provided herein. 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 Buyer timely performs all its obligations, possession of the Property shall be delivered to Buyer after closing. Closing shall occur after the approval of title by Buyer and vacation of the Property by Seller, but prior to possession by Buyer. Seller agree to permit Buyer to inspect the Property within seventy-two (72) hours prior to closing to assure that the Property is in the condition required by this Agreement. This transaction shall be considered closed upon the filing of the title transfer documents and receipt of all funds due at closing from Buyer under this 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. Subject to the express terms of this agreement, Buyer acknowledges that Buyer will be acquiring the Property based upon Buyer’s own investigation and inspection thereof. Seller and Buyer agree that, except as otherwise set forth in this agreement, the Property shall be sold and Buyer shall accept title and possession of the Property at closing “AS IS, WHERE IS, WITH ALL FAULTS” and, other than paying existing liens and taxes applicable to Seller’s occupancy including any mortgages, with no right of set off or reduction in the Purchase Price, and that except as otherwise set forth in this agreement, such sale shall be without representation or warranty of any kind, express or implied, oral or written, and Seller does hereby disclaim and renounce any such representation or warranty. 7. ABSTRACT AND TITLE. Seller shall provide Buyer a copy of the abstract of title to the Property, and Buyer may, at Buyer’s sole cost and expense, either (i) update the existing abstract of title, or (ii) obtain a new abstract of title. The abstract shall become the property of Buyer when the purchase price is paid in full. 8. SURVEY. Prior to closing, Buyer may, at Buyer’s expense, have the Property surveyed and certified by a registered land surveyor. 9. ENVIRONMENTAL MATTERS. To Seller’s current, actual knowledge, there are no abandoned wells, solid waste disposal sites, hazardous wastes or substances, or underground storage tanks located on the Property, nor is Seller aware of the Property containing levels of radon gas, asbestos, or urea-formaldehyde foam insulation which require remediation under current governmental standards. Additionally, to Seller’s current, actual knowledge, Seller has done nothing to contaminate the Property with hazardous wastes or substances; provided, however, Buyer acknowledges that Seller’s historic use of the Property has been for commercial agricultural purposes, and that Seller, or Seller’s agents, have used products and substances on the Property that are typically and customarily used in commercial agricultural operations. Seller is unaware of 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 on the Property. Seller shall also provide Buyer 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 in this Agreement. 10. DEED. Upon payment of the purchase price, Seller shall convey the Property to Buyer via quitclaim deed, in the form attached hereto as Exhibit B. 11. 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. 12. REMEDIES OF THE PARTIES. A. If Buyer fails to timely perform this Agreement, Seller may (1) forfeit it as provided in Iowa Code Chapter 656, and all payments made shall be forfeited; or (2) upon thirty (30) days’ written notice of intention (during which thirty days the default is not corrected), 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 fails to timely perform this Agreement, Buyer has the right to have all payments made returned to it. C. Buyer 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. 13. 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. 14. 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 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 Buyer. 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. 15. NO REAL ESTATE AGENT OR BROKER. Neither party has used the service of a real estate agent or broker in connection with this transaction. 16. CERTIFICATION. Buyer 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. 17. INSPECTION OF PRIVATE SEWAGE DISPOSAL SYSTEM. Seller represents and warrants to Buyer that to Seller’s current, actual knowledge, the Property is not served by a private sewage disposal system, and there are no known private sewage disposal systems on the property. 18. ADDITIONAL PROVISIONS. This Agreement is subject to the approval by the City Council of the City of Waukee, Iowa (the “Municipal Approvals”). Buyer shall provide Seller written notice of obtaining the Municipal Approvals upon receipt thereof. If Buyer fails to obtain the Municipal Approvals on or before December 31, 2019, or fails to provide Seller written notice of obtaining said approval before said date, then this Agreement shall automatically terminate without further action by either party; provided, however, if Buyer obtains the Municipal Approvals on or before December 31, 2019, and has provided Seller written notice thereof, Seller shall deliver to Buyer the quitclaim deed in the form provided on Exhibit B within five (5) days of Seller’s receipt of Buyer’s written notice of having obtained the Municipal Approvals. 19. CLOSING. Closing on this transaction shall occur December 5, 2019 following full execution of this Agreement. 20. SETTLEMENT COSTS. Each party shall be responsible for its attorneys’ fees and other costs incurred by it in connection with this Agreement and the transactions contemplated hereby. Buyer shall pay the transfer tax assessed by Dallas County, Iowa, the cost of updating the abstract, and the recording fee of the deed. 21. ACCEPTANCE. When accepted, this Offer shall become a binding contract (as used herein, the “Agreement”). 22. RECORDING. Neither this offer, nor a memorandum thereof, may be recorded against the Property without Seller’s prior written consent, which consent may be granted or withheld in Seller’s sole and absolute discretion. (signatures to follow) Accepted ___________________, 2019 Dated ______________________, 2019 SELLER: DESERET TRUST COMPANY BUYER: CITY OF WAUKEE, IOWA By: ___________________________ By: __________________________ Name:_________________________ Title: __________________________ Name: Tim Moerman Title: City Administrator EIN# __________________________ EIN# _____________________________ Address: Attn: Doug Holmberg 51 S. Main Street, Suite 301 Salt Lake City, Utah 84111 Address: 230 W. Hickman Road Waukee, IA 50263 Telephone: (801) 321-8700 Telephone: (515) 978-7900 EXHIBIT A LEGAL DESCRIPTION EXHIBIT B QUITCLAIM DEED QUIT CLAIM DEED For the consideration of One Dollar(s) and other valuable consideration, ___________________, a ___________________, does hereby Quit Claim to ______________________, a _________________, all of its right, title, interest, estate, claim and demand in the following described real estate in Dallas County, Iowa: See attached Exhibit A. Words and phrases herein, including acknowledgment hereof, shall be construed as in the singular or plural number, and as masculine or feminine gender, according to the context. [ADD SIGNATURE AND ACKNOWLEDGEMENT] [ADD EXHIBIT A]