HomeMy WebLinkAbout2021-12-20-Resolution 2021-527_Purchase Agreement, Prairie Rose Waukee LLCTHE CITY OF WAUKEE, IOWA
RESOLUTION 2021-527
RESOLUTION APPROVING PURCHASE AGREEMENT FOR CERTAIN
PROPERTY LOCATED IN THE CITY OF WAUKEE
IN THE NAME AND BY THE A UTHORITY OF THE CITY OF WA UKEE, 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 generally
located west of Warrior Lane and both north and south of Douglas Parkway as it is extended;
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 Prairie Rose Waukee, LLC 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 201" day of
December, 2021.
Attest:
h4&�� dlm4l�H
Rebecca D. Schuett, City Clerk
RESULTS OF VOTE:
AYE
Anna Bergman Pierce
X
R. Charles Bottenberg
X
Chris Crone
X
Larry R. Lyon
Ben Sinclair
X
0 --
Courtney Clarke, Mayor
NAY ABSENT
►hN
ABSTAIN
OFFER TO BUY REAL ESTATE AND ACCEPTANCE
(:NONRESIDENTIAL)
TO: Prairie Rose Waukee, LLC, an Iowa limited liability company, (SELLERS)
The undersigned BUYERS hereby offer to buy and the undersigned SELLERS by their
acceptance agree to sell the real property situated in Dallas County, Iowa, legally described as:
See Attached Plat of Survey for Parcel 21-144
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 provided BUYERS, on possession.
I . PURCHASE PRICE. The Purchase Price shall be $902.550.00 and the method of payment
shall be as follows: $5,000.00 with this offer, to be deposited upon acceptance of this offer
and held in trust by Brick Gentry PC 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, as follows: Balance to be paid at closing.
REAL ESTATE TAXES. Sellers shall pay 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.
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, December 30, 2021.
B. IF "A" is stricken. then SELLERS 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.
C. 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.
D. Any preliminary or deficiency assessment which cannot be discharged by
payment shall be paid by SELLERS through an escrow account with sufficient
,�%The Iowa State Bar Association 2021 Form No. 1811, Otter to Buy Real Estate and Acceptance (Nonresidential)
IowaDocs,w Revised January 2016
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 March 1, 2022, 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:
A. Upon the delivery of the title transfer documents to BUYERS and receipt of all
funds then due at closing from BUYERS under the Agreement.
B. (if "A" is stricken) Upon the filing of the title transfer documents and receipt of
all funds 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: Not applicable. . The following items shall not be
included: Not applicable
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
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.
B. (if "A" is stricken) Within 10 days after the acceptance of this Agreement,
BUYERS may, at their sole expense, have the property inspected by a person or
persons of their choice to determine if there are any structural, mechanical,
plumbing, electrical, environmental, or other deficiencies. Within this same period,
the BUYERS may notify in writing the SELLERS of any deficiency. The
SELLERS shall immediately notify the BUYERS in writing of what steps, if any,
the SELLERS will take to correct any deficiencies before closing. The BUYERS
shall then immediately in writing notify the SELLERS that (I) such steps are
o'The Iowa State bar Association 2021 Form No. ISO, Oiler to Ruy Real Fstate and Acceptance (Nonresidentiall
IONaDocsow, Revised danuary 2016
acceptable. in which case this Agreement, as so modified, shall be binding upon all
parties: or (2) that such steps are not acceptable, in which case this Agreement shall
be null and void, and any earnest money shall be returned to BUYERS.
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,
December 30, 202I, 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. FNViRONMENTAL 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 7 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
v)The Iowa state Bar Association 2021 Form No. ISO, Offer to Buy Reel Estate and Acceptance (Nonresidential)
lo%%aDocs,N Revised Januarn 21116
resolution ofthe matter reasonably satisfactory to BUYERS. However, in the event
SELLERS are required to expend any sum in excess of S to remove
any hazardous materials, substances, conditions or wastes, SELLERS 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
SELLERS, subject to SELLERS' right to cancel this transaction as provided above.
1 I. 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. APPROVAL OF COURT. If the Property is an asset of an estate, trust or conservatorship,
this Agreement is contingent upon Court approval unless Court approval is not required
under Iowa law and title standards of the Iowa State Bar Association. If the sale of the
Property is subject to Court approval, the fiduciary shall promptly submit this Agreement
for such approval. If this Agreement is not so approved by ,202
either party may declare this Agreement null and void, and all payments made hereunder
shall be made to BUYERS.
17. REMEDIES OF THE PARTIES.
l'he Iowa State Bar Association 2021 Form No. 1110. Offer to Bud Real Estate and Acceptance (Nonresidential)
IowaDocmk, Revised.lanuary 2010
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.
18. 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,
19. 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 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, neutral or other gender according to the
context.
20. NO REAL ESTATE AGENT OR BROKER. Neither party has used the service of a real
estate agent or broker in connection with this transaction.
21. CERTIFICATION. Buyers and Sellers each certify that they are not acting, directly or
indirectly, for or on behal f 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 attorneys fees and costs)
arising from or related to my breach of the foregoing certification.
22. 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.
, The Iowa State Bar Association 21121 Form No. 180. Offer to Buy Real Fstate and Acceptance (Nonresidential)
I(wal)oe%R ReNised.lanuarN 2016
23. ADDITIONAL PROVISIONS.
A. This Agreement is subject to appraisal. Buyer's performance under this Agreement is
contingent upon the property appraising at not less than the Purchase Price, by an
appraiser selected by Buyer and licensed by the State of Iowa. If the appraised value
is less than the Purchase Price, Buyer may request a reduction in the Purchase Price
(but not less than the appraised value). Buyer must deliver a written request (and a
copy of the appraisal) to Seller no later than 10 days after receipt of the appraisal by
Buyer. If the parties do not reach a written agreement to reduce the Purchase Price as
requested within 21 days after delivery of the request to Seller, then this Agreement
shall automatically terminate with Earnest Money returned to Buyer.
B. This Agreement is subject to approval by the City Council of the City of Waukee, Iowa.
ACCEPTANCE. When accepted, this Agreement shall become a binding contract. If not
accepted and delivered to BUYERS on or before December 8, 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 satisfied in writing, then this contract shall be valid and
binding.
Accepted 4�1 , 2021
SELLER
PRAIRIE ROSE WAUKEE, LLC
Print Name:
�
Title: %.1tf( ,-F?
Address 9550 Hickman o7 ad, Suite 100
Clive, IA 50325
Telephone:
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Dated la /A) /xi I , #on
BUYER
CITY OF WAUKEE, IOWA
Courtney Clarke, Mayor
Address: 230 W. Hickman Road
Waukee, IA 50263
Telephone: (515) 978-7900
Form No. ISO, Offer to Buy Real Estate and Acceptance (Nonresidential)
Revised January 2016
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