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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: CiThe Iowa State Bar Association 2021 IowaDocs® Dated la /A) /xi I , #on BUYER CITY OF WAUKEE, IOWA Courtney Clarke, Mayor Address: 230 W. 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