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HomeMy WebLinkAbout2018-08-20-J01zII William Fox Farm Purchase Option_First AmendmentAGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: August 20, 2018 AGENDA ITEM:Consideration of approval of a resolution approving First Amendment to Offer to Buy Real Estate and Acceptance between William Fox Farm Company, Inc., and the City of Waukee FORMAT:Consent Agenda SYNOPSIS INCLUDING PRO & CON: Due to some issues that have come up during the due diligence on this parcel the City has requested from the seller a 30-day due diligence extension. The seller has indicated that they are willing to grant this extension. All other terms of the purchase agreement will remain the same. FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: None at this time COMMISSION/BOARD/COMMITTEE COMMENT: N/A STAFF REVIEW AND COMMENT: The City Attorney has reviewed the extension agreement and finds it satisfactory. Staff would recommend that the Council approve the 30 day due diligence extension. RECOMMENDATION: Approve the resolution. ATTACHMENTS: I. Proposed Resolution II. First Amendment to Offer to Buy Real Estate and Acceptance PREPARED BY:Dan Dutcher REVIEWED BY:Dan Dutcher PUBLIC NOTICE INFORMATION – NAME OF PUBLICATION: DATE OF PUBLICATION: J1II THE CITY OF WAUKEE, IOWA RESOLUTION 18- APPROVING FIRST AMENDMENT TO OFFER TO BUY REAL ESTATE AND ACCEPTANCE BETWEEN WILLIAM FOX FARM COMPANY, INC., AND 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, on May 21, 2018, the Waukee City Council approved an Offer to Buy Real Estate and Acceptance (Nonresidential) between William Fox Farm Company, Inc. (“Seller”), and the City of Waukee (Resolution #18-209); AND, WHEREAS, due to certain issues that have arisen during the due diligence on this parcel the City has requested from the seller a 30-day due diligence extension, to which the seller has indicated that they are willing to grant; AND, WHEREAS, all other terms of the purchase agreement remain unchanged; AND, WHEREAS, a proposed First Amendment to Offer to Buy Real Estate and Acceptance is attached hereto as Exhibit “A”. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Waukee that the First Amendment to Offer to Buy Real Estate and Acceptance between William Fox Farm Company, Inc., and the City of Waukee is approved. BE IT FURTHER RESOLVED that in the event the seller did not return a signed extension of the due diligence period as agreed to verbally between staff and sellers representative, the notice of termination sent by staff is hereby approved and ratified. PASSED, APPROVED, AND ADOPTED this 20th day of August, 2018. ____________________________ 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 FIRST AMENDMENT TO OFFER TO BUY REAL ESTATE AND ACCEPTANCE THIS FIRST AMENDMENT TO OFFER TO BUY REAL ESTATE AND ACCEPTANCE (this “Amendment”) is made as of August ____, 2018 between WILLIAM FOX FARM COMPANY, INC. an Iowa corporation (“Seller”), and CITY OF WAUKEE, IOWA (“Buyer”). W I T N E S S E T H: WHEREAS, Seller and Buyer entered into that certain Offer to Buy Real Estate and Acceptance dated as of May 21, 2018 (the “Original Agreement”), in connection with the sale of the real property legally described below: The SW 1/4 of the SW 1/4 of Section 20, Township 79N, Range 26W of the 5th P.M., lying south and west of the former railroad right of way; and The NW 1/4 of the NW 1/4 of Section 29, Township 79N, Range 26W of the 5th P.M. lying south and west of the former railroad right o way, as generally depicted as a red triangle in the aerial attached to the Original Agreement as Exhibit A. Legal description will be verified by Plat of Survey and Abstract; and WHEREAS, the parties desire to amend the Original Agreement on the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows: I. Definitions. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Original Agreement. II. Due Diligence Review. Notwithstanding anything to the contrary contained in Section 7(a) of the Original Agreement, the Due Diligence Period shall be extended an additional 30 days. III. Ratification. Except as amended hereby, the Original Agreement remains in full force and effect and is hereby ratified and confirmed. IV. Counterparts; Facsimile/PDF. This Amendment may be executed in counterparts, each of which shall be deemed an original. A facsimile or PDF copy of this Amendment or any portion hereof, including the signature page of any party, shall be deemed an original for all purposes. [Signatures on Next Page] IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. SELLER: WILLIAM FOX FARM COMPANY, INC., an Iowa corporation By: Linda J. Manning, President BUYER: CITY OF WAUKEE, IOWA By: William Peard, Mayor