HomeMy WebLinkAboutRESOLUTION NO. 2006-80 RESOLUTION NO.-Al2-90
RESOLUTION TO ENTER INTO REAL ESTATE PURCHASE AGREEMENT'
WHEREAS, The City of Fairfax,Iowa(the "City") and Murphy Estate, LLC
("Murphy") agree that Murphy will sell and the City will purchase real property for the sum of
$780,000.00 with a legal description as:
All that part of the S I/2 NE I/a Section 16-82-8, Linn County,Iowa lying North of
i
Chicago, Milwaukee &'St. Paul Railway Company's land(now CRANDIC land),
except a tract in the Northwest corner which is 260 feet in length East and West
by 210 feet in width North and South (described as Lot 4 of the Irregular Survey
of the NEI/a). Subject to]Public Highway.
(the"Real Estate').
BE IT RESOLVED,By the Fairfax City Council of the City of Fairfax,Iowa
that the Mayor is hereby authorized and directed to execute the Real Estate Purchase
Agreement for the Real Estate.
NOW,THEREFORE,BE IT FURTHER RESOLVED,By the Fairfax City
Council of the City of Fairfax, Iowa, that the Mayor and the City Clerk are hereby
authorized and directed to execute said Resolution.
Passed and approved this day of
�[ k 2006.
A
NAYS
ABSENT:
Bill Voss, Mayor
3AE ST:
Connie Frame, City Clerk
The foregoing Resolution o.c .--�, c --having been approved this date by the
the same by affixing nay signature as City Clerk
Fairfax City Council, I hereb;��ov
on this —day of 2006.
Connie Frame, City Clerk
THIS INSTRUMENT PREPARED BY;MARK J. PARMENTER
Moyer Bergman, PLC,27201 st Ave.NE,PO Box 1943, Cedar Rapids, 1A 52406-1943, (319)366-7331
&
REAL ESTATE PURCHASE AGREEMENT
(NONRESIDENTIAL)
TO: Murphy Estate LLC, an Iowa limited liability company (the "Seller")
The undersigned BUYER hereby offers to buy and the undersigned SELLER by its
,acceptance agree to sell the real property situated in Linn County, Iowa legally described as:
All that part of the S '/2 NE 1/4 Section 16-82-8, Linn County, Iowa lying North of Chicago,
Milwaukee & St. Paul Railway Company's land (now CRANDIC land), except a tract in the
Northwest corner which is 2610 feet in length East and West by 210 feet in width North and
South (described as Lot 4 of the Irregular Survey of the NEI/4). Subject to Public Highway
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 BUYER, on or before October 16, 2006, sells its
bonds in sufficient amounts to !P ay the Purchase Price.
1. PURCHASE PRICE. The Purchase Price shall be $780,000.00 and the method of
payment shall be as follows' $780,000-00 shall be paid in cash at Closing.
2. REAL ESTATE TAXES. Sellers shall pay 2005-2006 real estate taxes payable in 210106-
2007 and any unpaid real estate taxes payable in prior years—At the Closing, Seller shall either
give Buyer a credit for the 2005-2006 real estate taxes payable in 2006-2007, computed from
July 1, 2006 to the date of possession based upon the last known tax rate and assessed
'valuation.
3. SPECIAL ASSESSMENTS.
A. SELLER shall pay in full at time of closing all special assessments which are a hien
on the Property as of the date of closing.
B. All charges for solid waste removal, sewage and maintenance that are attributable to
SELLER'S possession, including those for which assessiments arise after closing, shall be
paid by SELLER.
C. Any preliminary or, deficiency assessment which cannot be discharged by payment
shall be paid by SELLER through an escrow account with sufficient funds to pay such liens
when payable, with any unused funds returned to SELLER.
D. SELLER shall pay all other special assessments or installments.
4. POSSESSION AND CLOSING. if BUYER and SELLER timely perform all obligations
under this Agreement, possession of the Property shall be delivered to Buyer on October 16,
2006, or earlier by mutual agreement, and any adjustments of rent, insurance, interest and all
charges attributable to the SELLER' S possession shall be made as of the date of possession.
(00375906.DOC)
Closing shall occur after the approval of title 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 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 upon delivery of the title transfer documents to BUYER and receipt
of all funds then due at closing! from BUYER under this Agreement.
6. CONDITION OF PROPERTY. The property as of the date of this Agreement, including
buildings, grounds, and all improvements, if any, will be preserved by the SELLER in its present
condition until possession, ordinary wear and tear excepted. SELLER makes no warranties,
expressed or implied, as to the condition of the property. BUYER acknowledges that they have
made a satisfactory inspection of the Property and are purchasing the Property in its existing
condition.
7. ABSTRACT AND TITLE. SELLER,'at its expense, shall promptly obtain an abstract of
title to the Property continued through a date no sooner than ininety (90) days prior to closing
and deliver it to BUYER` S attorney for examination. It shall show marketable title in SELLER in
conformity with this Agreement, Iowa law, and title standards of the Iowa State Bar Association.
The SELLER shall make every reasonable effort to promptly perfect title. If closing is delayed
due to SELLER'S inability to provide marketable title, this Agreement shall continue in force and
effect until either party rescinds the Agreement after giving ten (10) days written notice to the
other party. The 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 or the death of SELLER or their assignees. Unless
stricken, the abstract shall be obtained from an abstracter qualified by the Guaranty Division of
the Iowa Housing f=inance Authority.
8. SURVEY. If a survey is required under Iowa Code Chapter 354, or city or county
ordinances, SELLER shall pay the costs thereof. BUYER may, at BUYER'S 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.
9. ENVIRONMENTAL MATTERS. SELLER warrants to the best of its 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 standard's, and SELLER has done nothing to contaminate the Property
with hazardous wastes or substances, SELLER warrants 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
undergroun'd storage tanks. SELLER shall also provide BUYER with a properly executed
GROUNDWATER HAZARD STATEMENT showing no wells, solid waste disposal sites,
hazardous wastes and underground storage tanks on the Property unless disclosed here,
10. DEED. Upon payment of the Purchase Price, SELLER shall convey the Property to
BUYER by warranty deed, free and clear of all liens, restrictions, and encumbrances except as
provided in this Agreement. General warranties of the title shall l extend to the time of delivery of
the deed excepting liens and encumbrances suffered or permitted by BUYER.
{00375906.DOC}2
11. JOINT TENANCY IN PROCEEDS AND 1N REAL ESTATE. If SELLER, immediately
preceding acceptance of the offer, hold title to the Property, joint tenancy with full rights of
survivorship, and the joint tenancy is not later destroyed by operation of law or by acts of the
SELLER, then the proceeds of this sale, and any continuing or recaptured rights of SELLER in
the Property, shall belong to SELLER as joint tenants with full frights of survivorship and not as
tenants in common; and BUYER in the event of death of any SELLER, agree to pay any
balance of the price due SELLER under this contract to the surviving SELLER and to accept a
deed from the surviving SELLER consistent with Paragraph 15,
12. STATEMENT AS TO LIENS. If Buyer intends to assume or take subject to a lien on the
Property, SELLER shall furnish BUYER with a written statement prior to closing from the holder
of such lien, showing the correct balance due.
13. 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.
14. REMEDIES OF THE PARTIES.
A. 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 (30) 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. BUYER and SELLER 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.
15. NOTICE. Any notice under this Agreement shall be 'fin 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..
16. 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 SELLER and BUYER. 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 or neuter gender according to the context.
17. NO REAL. ESTATE AGENT OR BROKER. Neither party has used the service of a real
estate agent or broker in connection with this transaction.
18. TAX-DEFERRED EXCHANGE. Seller agrees and confirms that the Real Estate its not
being conveyed pursuant to any Tax-Deferred Exchange.
{00375406.1)OC)3
19. FARM TENANCY. Seller agrees and confirms that no farm tenancy other than through
the 2006 crop year remains on the Real Estate. Seller further agrees that it has not entered into
any future contract to lease the (Real Estate.
20. FARM CROPS. Seller and Buyer agree that title to any farm crops remaining on the
Real Estate after Closing shall l remain with the Seller. Seller'fuirther agrees that all existing farm
crops shall be removed from the Real Estate no later than December 31, 2006.
21. INDEMNITY. Seller agrees to indemnify and hold harmless the Buyer, its successors,
assigns, representatives, current and/or former employees, officers or agents from any and all
claims, damages or injuries, including attorneys' fees, made against or sustained by the Buyer,
its successors, assigns, lessees, tenants, representatives, current and/or former employees,
officers and members whether directly or indirectly as a result of picking, combining, removing
or transporting any farm crops which remain on the Real Estate after closing. Seller further
agrees that Buyer shall not be responsible for any damages to the farm crops remaining on the
Real Estate after Closing.
22. ACCEPTANCE. When accepted, this Agreement shall become a binding contract. If
not accepted and delivered to BUYER on or before the day of October, 2006 at 6':00
p.m., this Agreement shall be null and void and all payments made shall be returned
immediately to BUYER. If accepted by SELLER at a later date and acceptance is satisfied in
writing, then this contract shall be valid and binding.
Accepted October , 2006. Dated October , 2006.
SELLER BUYER
Murphy Estate LLC, an Iowa limited City of Fairfax, Iowa
liability company
{
By:
Donald Murphy, Manager By: Bill"doss, Mayor
By:
George Martin, Manager
By:
Daniel O'Connell, Manager
f 00375906.AOC}4