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HomeMy WebLinkAboutRESOLUTION NO. 2020-103 RESOLUTION 2020-103 RESOLUTION APPROVING PURCHASE OF PROPERTY COMMONLY KNOWN AS 323 VANDERBILT STREET, FAIRFAX, IOWA, AND LEGALLY DESCRIBED AS: THE SOUTH '/ OF LOT 3 AND THE NORTH 3/4 OF LOT 4 IN FRACTIONAL BLOCK 1 IN THE VILLAGE OF VANDERBILT,NOW VANDERBILT ADDITION TO FAIRFAX,IOWA. WHEREAS, the City Council of the City of Fairfax, Iowa, has reviewed the purchase agreement for the above described property, attached hereto, and finds that said purchase agreement should be approved. NOW, THEREFORE, IT IS RESOLVED by the City Council, City of Fairfax, Iowa, that the proposed purchase of property for the purchase price and upon terms as described in the purchase agreement attached hereto is approved; and the Mayor and City Clerk are hereby authorized and directed to execute such documents as are necessary to consummate said purchase and the Treasurer is authorized to make payment therefor. Passed and approved this l Ota' day of November, 2020. r.. �,el Burnell G. Frieden, Mayor 3 arc . ms ATTEST: 'F Cy thia Stimson, City Clerk/Treasurer REAL ESTATE PURCHASE AGREEMENT TO: Fidelitas Lodge No. 364, Ancient, Free and Accepted Masons a/k/a Fidelitas Lodge No. 364 A.F. &A.M. of Fairfax, Iowa (SELLER): The undersigned BUYER hereby offers to buy and the undersigned SELLER, by its acceptance, agrees to sell to BUYER the real property situated in Linn County, Iowa, commonly known as 323 Vanderbilt Street, Fairfax, Iowa, and legally described as: The South 1/2 of Lot 3 and the North 3/4 of Lot 4 in Fractional Block 1 in the Village of Vanderbilt, now Vanderbilt Addition to Fairfax, Iowa, (legal description is subject to being confirmed upon examination of abstract of title), together with any easements and appurtenant servient estates (the "Property"), upon the following terms and conditions: 1. PURCHASE PRICE. The purchase price ("Purchase Price") shall be $60,000.00 and the method of payment shall be as follows: $500.00 Earnest Money to be delivered paid at the time of mutual execution of this Agreement, to be held in the trust account of BUYER'S attorney and delivered to SELLER at Closing. The remainder of the Purchase Price shall be paid in cash or equally available funds at the time of Closing with adjustments for closing costs to be added to or deducted from this amount. 2. REAL ESTATE TAXES. INTENTIONALLY OMITTED. 3. SPECIAL ASSESSMENTS. A. Special Assessments Constituting a Lien. SELLER shall pay all installments of special assessments which are a lien on the Property as of Closing, whether due before or after Closing. B. Charges for Solid Waste Removal etc. All charges for solid waste removal, sewage and maintenance that are attributable to SELLER'S possession, including those for which assessments arise after Closing, shall be paid 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. SELLER agrees to maintain insurance on the Property in an amount not less than the purchase price and BUYER may purchase additional insurance. In the event of substantial damage or destruction prior to Closing, this Agreement, at BUYER'S option, shall be null and void. However, BUYER shall have the option to complete the Closing and receive all 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 BUYER timely performs all of its obligations hereunder, possession of the Property shall be delivered to BUYER on December 31, 2020, or sooner by mutual agreement of the parties ("Closing"). Closing shall occur after approval of title and waiver of all contingencies by BUYER and vacation of the Property by SELLER, but prior to possession by BUYER. SELLER agrees to permit BUYER to inspect the Property within seventy-two (72) hours prior to Closing to assure that the premises are in the condition required by this Agreement. 1 6. FIXTURES AND PERSONAL PROPERTY. All fixtures that integrally belong to, are specifically adopted to or are a part of the real estate, whether attached or detached, shall be included with the Property unless otherwise mutually agreed to by the parties. 7. 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. 8. ABSTRACT AND TITLE. SELLER, at its own expense, shall promptly obtain an abstract of title to the Property, prepared and certified pursuant to the Title Standards of the Iowa State Bar Association, continued through a date not more than 60 days prior to the Closing date and deliver it to BUYER'S attorney for examination. Said abstract shall show merchantable title in SELLER in conformity with this Agreement, Iowa law and the title standards of the Iowa State Bar Association. Said abstract shall become the property of BUYER when the purchase price is paid in full. SELLER shall pay the costs of any additional abstracting and title work due to any act or omission of SELLER, including transfers by SELLER or its assignees. 10. SURVEY. BUYER may, at BUYER'S expense, prior to Closing, have the Property surveyed and certified by a registered land surveyor. If the survey shows any encroachments 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. 11. CONDITIONS TO CLOSING. BUYER'S obligation to close and purchase the Property shall be conditioned upon and subject to the timely satisfaction of each and every one of the following conditions with regard to the Property, which satisfaction shall be determined by BUYER, in BUYER'S sole and uncontrolled discretion, it being understood that BUYER shall have the sole right to waive any one or more of the following conditions (collectively, the following conditions shall be referred to as the "Conditions"): A. Environmental Information. Within five (5) days following the date of this Agreement, SELLER shall deliver to BUYER all reports, assessments, findings, studies, rulings, orders, agreements or any other documents or information whatsoever, in any form whatsoever, known or reasonably available to SELLER relating to the past and current environmental condition of the Property, including without limitation the presence of hazardous substances (including petroleum, hazardous materials and hazardous wastes) on the Property or the monitoring, remediation or removal of such hazardous substances. Said documents include, but are not limited to, all documents and correspondence, if any, submitted to or received from the Iowa Department of Natural Resources regarding contamination, if any, on the Property. B. Inspections. BUYER shall have the option for a period of thirty (30) days (the "Inspection Period") following the date of this Agreement to conduct tests upon, within and under and otherwise to inspect the Property, at BUYER'S expense, for any condition or any reason whatsoever. Such inspections shall reveal the Property to be acceptable to BUYER, in BUYER'S sole and uncontrolled discretion, for BUYER'S intended development and uses of the Property. SELLER agrees that BUYER and any of its authorized representatives shall have access to the Property during the Inspection Period, upon reasonable prior notice to SELLER, to make such tests, assessments, surveys, studies and investigations as BUYER desires. In the event BUYER determines, in its sole discretion, that it will not be able to complete its due diligence, inspections and other work pursuant to this Section 11.C. within the time limit specified, and provided BUYER is then pursuing completion of said due diligence, inspections and other work with reasonable efforts, then upon BUYER'S request to SELLER for reasonable extensions of the closing date and the dates by which BUYER must waive said conditions or cancel this Agreement, SELLER shall not unreasonably withhold any such request. D. Hazardous Materials. BUYER shall be satisfied, in BUYER'S sole discretion, the Property does not contain and is not affected by any contaminants, pollutants or hazardous substances, endangered species or protected lands. E. Removal of Hazardous Materials. SELLER shall remove from the Property, prior to Closing, all chemical products and cleaning products located in the basement of the building and shall properly dispose of such materials at SELLER'S own expense. F. Restrictive Covenants and Easements. Following BUYER'S title examination, BUYER shall be satisfied, in BUYER'S sole discretion, with any easements and restrictive covenants affecting the Property. G. Groundwater Hazard Statement. SELLER shall provide BUYER at Closing with a properly executed Groundwater Hazard Statement in accordance with Iowa law and consistent with this Agreement. H. City Council Approval. The City Council of the City of Fairfax, Iowa shall approve this Agreement prior to the date of Closing. The foregoing Conditions are conditions precedent. In the event any of the Conditions are not met as of the Closing date or such earlier date as is set forth above with respect thereto, unless waived in writing by BUYER, then BUYER, at its option, shall have the right to terminate this Agreement and have all Earnest Money paid by it refunded and neither party shall have any further obligation whatsoever to the other or to any third party. 12. REPRESENTATIONS AND WARRANTIES. In order to induce BUYER to enter into this Agreement, the SELLER, knowing that BUYER is relying hereon, covenants, represents and warrants as follows: A. Environmental. SELLER has not caused or knowingly permitted, and to SELLER'S knowledge there are no abandoned wells, solid waste disposal sites, hazardous wastes or hazardous materials, human burial sites, or underground storage tanks, located in, on or about the Property. B. Leases. There are no, and as of the date of Closing there will be no, leases in effect related to the Property. 13. DEED. Upon payment of the purchase price, SELLER shall convey the Property to BUYER by general warranty deed, free and clear of all liens, restrictions, and encumbrances. 14. 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. 3 15. REMEDIES OF THE PARTIES. A. Forfeiture. If BUYER fails to timely perform this Agreement, SELLER may forfeit it as provided in the Iowa Code Chapter 656, 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 BUYER'S default (during which thirty days the default is not corrected), SELLER 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. Return of P"ments. If SELLER fails to timely perform this Agreement, BUYER has the right to have all payments made returned to it. C. Other Remedies. BUYER and SELLER are also entitled to utilize any and all other remedies or actions at law or in equity available to them. In any action brought to enforce the provisions of this Agreement, the party in whose favor a judgment is rendered shall recover court costs and reasonable attorney fees and expenses from the other, non-prevailing party. 16. REAL ESTATE AGENT OR BROKER. Neither SELLER nor BUYER is represented by a real estate agent or broker in this transaction. 17. SURVIVAL OF COVENANTS. All covenants contained in this Agreement or in any certificate, document or other instrument delivered pursuant to this Agreement or in connection with the Closing shall be deemed a covenant, representation and warranty. All covenants, representations and warranties shall survive the Closing and recording of the deed from the SELLER to the BUYER. All such covenants, representations and warranties shall be true, bona fide and accurate as of the date of Closing, notwithstanding that any of said covenants, representations and warranties by the language used in this Agreement may refer to a state of facts as of a date prior to the Closing and not as of the Closing. SELLER agrees to indemnify and hold BUYER harmless from any breach of SELLER'S covenants, representations and warranties contained herein, including, but not limited to, all claims, demands, actions, investigations, proceedings, judgments or loss of any nature, including costs, expenses and attorney's fees incurred by BUYER. 18. NOTICE. Any notice, request, demand, instruction or other communication to be given to either party under this Agreement shall be in writing and, except those to be delivered at Closing, be deemed served when it is delivered by personal delivery or by certified mail return receipt requested, addressed to the parties as follows: To Seller: Fidelitas Lodge No. 364, Ancient, Free and Accepted Masons c/o Morris H. Anderson 323 Vanderbilt St. Fairfax, Iowa 52228 To Buyer: City of Fairfax, Iowa c/o Cynthia Stimson, City Clerk PO Box 337 Fairfax, Iowa 52228 Addresses for purposes of this paragraph may be changed by giving notice of such change in the manner provided herein for the giving of notice. Unless and until such written notice is received, the last address stated herein shall be deemed to continue in effect for all purposes. 4 19. MISCELLANEOUS PROVISIONS. A. No Further Encumbrances to Property. SELLER agrees that during the term of this Agreement, they will not sell, convey, mortgage, pledge, apothecate, option, plat, grant easements, dedications or otherwise encumber the Property or permit to be done any act or deed to diminish or encumber the title to the Property, except with the prior written consent of BUYER. B. Time is of the Essence. Time is of the essence of this Agreement. Failure to promptly assert rights herein shall not, however, be a waiver of such rights or a waiver of any existing or subsequent default. C. Laws of Iowa. This Agreement shall be governed by, construed and enforced under the laws of the State of Iowa. D. Entire Agreement. The terms contained herein constitute the entire agreement between the parties relating to the purchase and sale of the Property and there are no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein. No amendment to this Agreement is binding unless executed by both parties. E. Counterparts/Electronic Signatures. This Agreement may be executed in two or more counterparts, all of which shall be considered as one document. Signatures transmitted via electronic means shall have the same effect as original signatures. F. Severability. Should any provision of the Agreement be construed or declared invalid, such decision shall not affect the validity of any remaining portion which shall remain in full force and effect as if this Agreement had been executed with such invalid portion eliminated. G. Successors Number and Gender. The terms and agreements hereof shall apply to and bind the successors in interest of the respective parties. Wherever used herein, the singular shall include the plural, the plural shall include the singular and the use of any gender shall include all other genders. H. Captions. The captions and paragraph headings contained herein are for convenience only and shall not be used in construing or enforcing any of the provisions of this Agreement. 20. REPRESENTATION. BUYER is represented by Simmons Perrine Moyer Bergman PLC and all services performed by said law firm are solely for the benefit of BUYER. BUYER / SELLER Dated: 0),.2020. Accepted: August , 2020. City of Fairfax Fidelitas Lodge No. 364, Ancient, _ Free and Accepted Masons By vBy: - Burnell G. Frieden, Mayor , Titl ! Attest: �� ! " , nthia Stimson, City Clerk / Treasurer 1'jrz'6� ey ' ., 5 `_ l ADDENDA TO PURCHASE AGREEMENT: This offer is subject to Seller obtaining approval from the corporate eleemosynary institutions and all statutory requirements and/or bylaws of the Order or state bylaws of the Order.