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HomeMy WebLinkAbout2008-02-25-Resolutions 08-37_Copeland - Property Purchase - Option 3THE CITY OF WAUKEE,IOWA RESOLUTION 08-37 APPROVING THE EXERCISE OF THE OPTION TO PURCHASE LAND FROM ESTELLA L.COPELAND AS TRUSTEE OF THE ESTELLA L.COPELAND TRUST AND ESTELLA COPELAND AND J.HARRY COPELAND AS CO-TRUSTEES OF THE RALPH C.COPELAND TRUST IN THE NAME AND BY THE A UTHORlTY OF THE CITY OF WAUKEE,IOWA WHEREAS,the City of Waukee entered into an option to purchase land from Estella L. Copeland as Trustee of the Estella L.Copeland Trust and Estella Copeland and 1.Harry Copeland as Co-Trustees of the Ralph C.Copeland Trust,said option dated December 20,2002 together with the subsequent amendments thereto;AND, WHEREAS,the City of Waukee desires to exercise the third option to purchase for the northeasterly most 40 acres legally described respectfully as: Northwest Quarter of the Southeast Quarter (NW 1.SE 1.)of Section 36, Township 79 North,Range 27 West of the 5th P.M.,Dallas County,Iowa; AND,IWHEREAS,the deadline for the execution of the option of the northeasterly most 40 acres is March I,2008;AND, WHEREAS,the total purchase price for the execution of the options is $280,000.00 plus all expenses of sale,including the cost of abstract continuation,except for expenses incurred by sellers for their own attomey's fees and expenses incurred in making title merchantable. WHEREAS,the closing on the Northwesterly 40 Acres was initially held up due to matters in litigation and has now been delayed due to title issues and seller's desire to complete the lransaction as a 1031 exchange and closing is now anticipated to close with the northeasterly most 40 acres on or before March 10'\2008,AND NOW THEREFORE BE IT RESOLVED by the City of Waukee City Council that the option to purchase land from Estella L.Copeland,as Trustee of the Estella L.Copeland Trust and Estella Copeland and J.Han)'Copeland,as Co-Trustees of the Ralph C.Copeland Trust on the northeasterly most 40 acres should be exercised. BE IT FURTHER RESOLVED by the City of Waukee City Council that the purchase agreement attached hereto as Exhibit A should be executed in accordance with paragraph 7 of the option to purchase land dated December 20,2002 and the same should be delivered to the ] sellers in accordance with the option to purchase land,and the Mayor and the City Administrator are authorized to execute the same.._ BE IT FURTHER RESOLVED by the City of Waukee City Council that the City Attorney is authorized to close both the third option for the Northeasterly 40 Acres and the second option for the northwesterly 1110st40 acres upon delivery by sellers of Marketable Title subject to the terms and provisions of the applicable agreements on or before March 10,2008. BE IT FURTHER RESOLVED that the Mayor may execute any documents that may be necessary to cooperate with Sellers for their 1031 exchange in conjunction with the sale of these properties to the City. Passed by the City Council of the City of Waukee,Iowa,and approved this the 2S'h day of Februmy,2008. Attest: ROLL CALL VOTE AYE NAY ABSENT ABSTAIN Donald L.Bailey,IT.X Casey L.Harvey X C.Isaiah McGee X Darlene Stanton X Mike Watts X 2 THE IOWA STATE BAR ASSOCIATION I Clifford S.Swartz I FOR THE LEGAL EFFECT OF THE USE OF Official Form No.153 THIS FORM,CONSULT YOUR LAWYER :,~~.~r £>'1 ;'~OFFER TO BUY REAL ESTATE AND ACCEPTANCE•!\!\. 7 ",",-"". 'l:i·oc~;\.\·\o"':" TO Ralph C.Copeland Trust and Estella L.Copeland Trust ,Sellers: 1.REAL ESTATE DESCRIPTION.The Buyers offer to buy real estate in Dallas County, Iowa,described as follows: The Northwest Quarter of the Southeast Quarter (NW 1/4 SE 1/4)of Section 36,Township 79 North,Range 2 West of the 5th P.M.,Dallas County,Iowa. with any easements and appurtenant servient estates,but subject to the following:a.any zoning and other ordinances;b.any covenants of record;c.any easements of record for public utilities,roads and highways;and d.(consider:liens,mineral rights;other easements;interests of others.) designated the Real Estate;provided Buyers,on possession,are permitted to make the following use of the Real Estate: 2.PRICE.The purchase price shall be $280,000.00 ,payable at Dallas County,Iowa, as follows: Upon delivery of an abstract showing merchantable title in Sellers,Buyer shall pay the full purchase price as set out herein. 3.REAL ESTATE TAXES.Sellers shall pay I· Real estate taxes pro-rated to date of closing. and any unpaid real estate taxes payable in prior years.Buyers shall pay all subsequent real estate taxes.Any proration of real estate taxes on the Real Estate shall be based upon such taxes for the year currently payable unless the parties state otherwise. 4.SPECIAL ASSESSMENTS. a.Sellers shall pay all special assessments which are a lien on the Real Estate as of the date of acceptance of this offer. b.IF a.IS STRICKEN,then Sellers shall pay all installments of special assessments which are a lien on the Real Estate and,if not paid, would become delinquent during the calendar year this offer is accepted,and all prior installments thereof. c.All other special assessments shall be paid by Buyers. 5.RiSK OF LOSS AND INSURANCE.Risk of loss prior to Seller's delivery of possession of the Real Estate to Buyers shall be as follows: a.All risk of loss shall remain with Sellers until possession of the Real Estate shall be delivered to Buyers. b.IF a.IS STRICKEN,Sellers shall maintain $of fire,windstorm and extended coverage insurance on the Real Estate until possession is given to Buyers and shall promptly secure endorsements to the appropriate insurance policies naming Buyers as additional insureds as their interests may appear.Risk of loss from such insured hazards shall be on Buyers after Sellers have performed under this paragraph and notified Buyers of such performance.Buyers,if they desire,may obtain additional insurance to cover such risk. 6.CARE AND MAINTENANCE.The Real Estate shall be preserved in its present condition and delivered intact at the time possession is delivered to Buyers,provided,however,if 5.a.is stricken and there is loss or destruction of all or any part of the Real Estate from causes covered by the insurance maintained by Sellers,Buyers agree to accept such damaged or destroyed Real Estate together with such insurance proceeds in lieu of the Real Estate in its present condition and Sellers shall not be required to repair or replace same. ©The Iowa Stale Bar Assocteuon 2005 153 OFFER TO BUY REAL ESTATE AND ACCEPTANCE IOWADOCS®Revised June 2005 ] ] 1 7.POSSESSION.If Buyers timely perform all obligations,possession of the Real Estate shall be delivered to Buyers on _______~M~a~r~cl~l~l~s~t~,~2~O~O~8,__,with any adjustments of rent,insurance,and interest to be made as of the date of transfer of possession. 8.FIXTURES.All property that integrally belongs to or is part of the Real Estate,whether attached or detached,such as light fixtures, shades,rods,blinds,awnings,windows,storm doors,screens,plumbing fixtures,water heaters,water softeners,automatic heating equipment,air conditioning equipment,wall to wall carpeting,built-in items and electrical service cable,outside television towers and antenna,fencing,gates and landscaping shall be considered a part of Real Estate and included in the sale except:(consider:rental items.) 9.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. 10.ABSTRACT AND TITLE.Sellers,at their expense,shall promptly obtain an abstract of title to the Real Estate continued through the date of acceptance of this offer,and deliver it to Buyers for examination.It shall show merchantable title in Sellers in conformity with this agreement,Iowa law and Title Standards of the Iowa State Bar Association.The abstract shall become the property of the 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. 11.DEED.Upon payment of the purchase price,Sellers shall convey the Real Estate to Buyers or their assignees,by Warranty deed,free and clear of all liens,restrictions,and encumbrances except as provided in 1.a.through 1.d.Any general warranties of title shall extend only to the time of acceptance of this offer,with special warranties as to acts of Sellers continuing up to time of delivery of the deed. 12.JOINT TENANCY IN PROCEEDS AND IN REAL ESTATE.If Sellers,immediately preceding acceptance of this offer,hold title to the Real Estate in joint tenancy with full right 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 Real Estate,shall belong to Sellers as joint tenants with full rights of survivorship and not as tenants in common;and Buyers,in the event of the death of either Seller,agree to pay any balance of the price due Sellers under this contract to the surviving Seller and to accept a deed from the surviving Seller consistent with paragraph 11. 13.JOINDER BY SELLER'S SPOUSE.Seller's spouse,if not a titleholder immediately preceding acceptance of this offer,executes this contract only for the purpose of relinquishing all rights of dower,homestead and distributive shares or in compliance with Section 561.13 of the Iowa Code and agrees to execute the deed or real estate contract for this purpose. 14.TIME IS OF THE ESSENCE.Time is of the essence in this contract. 15.REMEDIES OF THE PARTIES. a.If Buyers fail to timely perform this contract,Sellers may forfeit it as provided in the Iowa Code,and all payments made shall be forfeited or,at Seller's option,upon thirty days written notice of intention to accelerate the payment of the entire balance because of such failure (during which thirty days such failure is not corrected)Sellers may declare the entire balance immediately due and payable. Thereafter this contract may be foreclosed in equity and the Court may appoint a receiver. b.If Sellers fail to timely perform this contract,Buyers have the right to have all payments made returned to them. c.Buyers and Sellers also are entitled to utilize any and all other remedies or actions at law or in equity available to them and shall be entitled to obtain judgment for costs and attorney fees as permitted by law. 16.STATEMENT AS TO LIENS.If Buyers intend to assume or take subject to a lien on the Real Estate,Sellers shall furnish Buyers with a written statement from the holder of such lien,showing the correct balance due. 17.SUBSEQUENT CONTRACT.Any real estate contract executed in performance of this contract shall be on a form of the Iowa State Bar Association. 18.APPROVAL OF COURT.If the sale of the Real Estate is subject to Court approval,the fiduciary shall promptly submitthis contract for such approval.If this contract is not so approved,it shall be void. 19.CONTRACT BINDING ON SUCCESSORS IN INTEREST.This contract shall apply to and bind the successors in interest of the parties 20.CONSTRUCTION.Words and phrases shall be construed as in the singular or plural number,and as masculine,feminine or neuter gender,according to the context. 21.TIME FOR ACCEPTANCE.If this offer is not accepted by Sellers on or before _ it shall become void and all payments shall be repaid to the Buyers. 22.OTHER PROVISIONS.Attach Addendum. Sellers desire and Buyer agrees that this sale shall be completed in such manner that will enable Sellers to qualify for Section 1031 exchange under the Internal Revenue Service Code. I Dated:February 25,2008 Buyer City of Waukee,Iowa Buyer THIS OFFER IS ACCEPTED )Seller Ralph C.Copeland Trust Spouse Seller Estella L.Copeland Trust Spouse