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HomeMy WebLinkAbout2000-10-19 Resolution Prepared by: Eleanor Dilkes, City Attomey, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 00-356 RESOLUTION APROVING THE TERMS ON WHICH THE CITY WILL PURCHASE THE OLD J.C. PENNEY BUILDING ON THE CORNER OF DUBUQUE AND COLLEGE STREETS AND AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST DOCUMENTATION OF THE SAME. WHEREAS, if the referendum for the library expansion project receives voter approval, it will be necessary for the City to acquire the old J.C. Penney building on the corner of Dubuque and College Streets; and WHEREAS, the City and the owners of the old J.C. Penney building on the corner of Dubuque and College Streets have been in engaged in negotiations for purchase by the City of the J.C. Penhey building which purchase would be contingent on passage of the bond referendum; and WHEREAS, attached hereto is the sellers' counter-offer to offer to buy real estate and acceptance; and WHEREAS, said counter-offer is acceptable to the City Council with the following change: A. Paragraph 23A should be modified to provide, in substance, that the $19,000 in earnest money shall not go to sellers if they have sold or leased the entire property on or before March 1, 2001 and shall be prorated over the period of time equal to that during which sellers refrained from marketing the property in the event a sale or lease is not secured until after March 1, 2001. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, that: 1. The terms set forth in the counter-offer to offer to buy real estate and acceptance attached hereto are approved by the City Council with the exception of the change made to Paragraph 23A as noted above; and 2. Upon the direction of the City Attorney, the Mayor is authorized to sign and the City Clerk to attest a counter-offer to said attached sellers' counter-offer modifying Paragraph 23A as set forth above, or any other documentation necessary to effectuate a purchase agreement on the terms as approved herein. Passed and approved this 19th day of~__~~,,2m , 2000. '~AYdR '" rove Resolution No. 00-356 Page 2 It was moved by 0' Donne'l] and seconded by Champinn the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: X Champion X Kanner X Lehman X Pfab X O'Donnell ]( Vanderhoef X Wilburn eleanor~'es%jcpenney.doc COUNTER OFFER TO OFFER TO BUY REAL ESTATE AND ACCEPTANCE The undersigned Sellers accept the Offer to Buy Real Estate of the City of Iowa City, Iowa, as attached hereto, with the following modifications which are intended as a counter offer. A. Paragraph 2 of the Offer to Buy is deleted in its entirety and replaced with the following paragraph 2: 2. PRICE. The purchase price shall be $1,300,850.00 payable at Johnson County, Iowa, in full at the time of closing. Within ten days after acceptance of this counter offer, the Buyer shall deposit ~vith the Sellers' attorney the sum of $20,000.00 as earnest money and as an advance on the purchase price, which amount shall be held until the time of closing when it shall be delivered to Sellers along with the balance of the purchase price in consideration of Sellers' transfer of possession and delivery of a warranty deed in satisfaction of Sellers' obligations under this Offer to Buy and Acceptance. B. Paragraph 22 of the Offer to Buy is deleted in its entirety. C. Paragraph 23.a of the Offer to Buy shall be modified to provide as follows: a. This Agreement is subject to and contingent on passage of a City bond referendum for the library expansion project on or before November 7, 2000. In the event the referendum does not pass, this Offer to Buy and Acceptance shall become null and void and the earnest money shall be divided between Sellers and Buyer with $19,000.00 going to Sellers as consideration for the period of time between September 1, 2000 and November 7, 2000 during which the Sellers have refrained from actively leasing or marketing the property for sale and $1,000.00 being returned to Buyer. D. Paragraph 23.b 'of the Offer to Buy is deleted in its entirety. E. Paragraph 23 .d of the Offer to Buy is deleted in its entirety. F. This counter offer shall become null and void if not accepted by the Buyer on or before 5:00 p.m. on October 20, 2000. SELLERS John Koza Tf,]i~za~ ~tL7Z Donna Schuppert Sara Strauss Simeon Strauss, spouse Belle Krantz Se~vrnour Krantz, spouse Naomi Markovitz, Trustee of the Markovitz Familv Trust Barry I. Posner Bebe Posner, spouse Craig Posner Freda Posner, spouse Brace Robert Doffman, Co-Trustee of the Dorfman Family Trust Deborah June Dorfrnan Burdick, Co-Trustee of the Dorfman Family Trust BUYER · This counter offer is accepted the day of ,2000. CITY OF IOWA CITY By By OFFER TO BUY REAL ESTATE AND ACCEPTANCE TO: TYpe following persons, heroinafter referred to as Sellers: John Koza; Batty Posner; Craig Posner; Charlotte Doffman, as Trustee or' the Doffman Family Trust; John E. & Mary Beth Sch. uppert; Sara & Sirneon Strauss; Naomi B. Markovitz, as Trustee of the Markovitz Family Trust ufi, v/a dated December 30, 1986: Belle & Seymour Krantz; Opal M. Schuppert 1. REAL ESTATE DESCRIPTION. The Buyer off'ors to buy real estate in Jo~m~or'~ County, Iowa. locally known as i30 South Dubuquc Street, Iowa Ci:y, [o;va (the t'on-ncr J.C. Pcnncx, Bu~Iding ot~ line corner of Dubuque and College Streets) a~d legally described as follows: legal description to be taken from abstract of title and approved by Buyer's attorney, with any easements and appurtenant servient estates, but subject to the following: a. an?' 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 Buyer, on possession, is permitted to make the following use of the Real Estate: public use 2. PRICE. The purchase price shall be One Million One Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($1,181,250.00), payable at JOHNSON County, Iowa, as follows: purchase price to be paid in full upon possession and closing. 3. REAL ESTATE TAXES. a. Sellers shall pay all real estate taxes that are due and payable as of the date of possession and constitute a lien against the property, including any unpaid reaI estate taxes for any prior years. b. Sellers shail pay their prorated share, based upon the date of possession, of the real estate taxes for the fiscal year in which possession is given (ending June 30, 200l) due and payabte in the subsequent fiscal year (commencing July 1,2001 ). Buyer shall be given a credit for such proration at closing (unless this agreement is for an installment contract) based upon the last known actual net real estate taxes payable according to the public record. 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 millage rate, the 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. c. Buyer shall pay all subsequent real estate taxes. -2- 4. SPECIAL ASSESSMENTS. a. Setlets shall pay all special assessments which are a tien on the Real Estate as of the date of closing. b. IF a, IS STRICKEN, then Sellers shall pay all installments of special assessments which arc a lien on the Real Estate and, if not paid, would become delinquent during the calendar vcar this offer is accepted, and all prior instalhncnts thereof'. c. A!I other special assessments shatl be paid by Buyer. 5. RISK OF LOSS AND INSURANCE. Risk of loss prior to Sellers' deliveU of possession or' the Real Estate to Buyer shall be as follows: a. All risk of loss shall remain ,,v~th Sellers until possession of the Real Estate shalt be delivered to Buyer. b. IF a. IS STRICKEN, Sellers shall maintain $ of fire, windstog, and extended coverage insurance on the Real Estate until possession is given to Buyer and shall promptly secure endorsements to the appropriate insurance policies naming Buyer as additional insureds as their interests may appear. Risk of loss from such insured hazards shall be on Buyer after Sellers have performed under this paragraph and notified Buyer of such performance. Buyer, if it desires, may obtain additional insurance to cover such risk. 6. CONDITION OF PROPERTY. a. The Real Estate shall be preserved in its present condition and delivered intact at the time possession is delivered to Buyer, 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, Buyer agrees 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. b. On or before December 15, 2000, ]Buyer may, at its solo expense, have the property inspected by a person of its choice to determine if there arc any structural, mechanical plumbing, electrical, environmental, or other deficiencieS. Within this same period, Buyer may notify in writing the Sellers of any deficiency. Sellers shall immediately notify Buyer in ~witing of what steps, if any, Sellers will take to correct any deficiencies before closing. Buyer shall thcn immediately in writing notify Sellers that (1) such stcps arc acceptable, in which case this Agrecment, as so modified, shall be binding upon all parties; or (2) that such steps arc not acccptablc, in which case this Agreement shall be null and void, and any earnest money shall bc rcturned to Buyer. c. If "b" is deleted, Buyer acknowledges that it is purchasing the real estate in its existing condition. 7. ENVIRONMENTAL 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 -3- 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 environmental 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 also shall provide Buyer with a properly executed GROUNDWATER HAZAI(D STATEMENT showing no wells, solid waste disposal si~es. hazardous waste or underground storage tanks on the Property, unless disclosed here: Sellers represent that there is an underground storage tank on the property or in the public right-of-way bordering tire property titat was used for the storage of heating oil when the building was originally constructed. b. Buyer may, at its expense, ot~ or before December 15, 2000, 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. Buyer's obligations hereunder are contingent on Buyer's determination, on or before December 2000, that the property is free of hazardous materials, substances, conditions, or wastes. 8. POSSESSION AND CLOSING. Subject to Buyer's approval of title and both parties' timely performance of all obligations herein, dosing shall be held no later than March 1, 2001, and possession of the Real Estate shall be delivered to Buyer on the date of closing with any adjustments of rent, insurance, and interest to be made as of the date of transfer of possession. 9. 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). 10. 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. 11. ABSTRACT AND TITLE. Sellers, at Buyer's expense, shall obtain an abstract of title to the Real Estate. It shall show merchantable title in Sellers in conformity with this agreement, ,Iowa law, and Title Standards of the Iowa State Bar Association. 12. DEED. Upon payment of the purchase price, Sellers shall convey the Real Estate to Buyer or its 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. -4- 13. JOINT TENANCY [N 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 bclong to Sellers as joint tenants with [~iI rights of survivorship and not as tenants in common: and Buyer, in the event of the death of either Seller, agrees to pay any balance of the price due Sellers under this contract to the surviving Setlet and to accept a deed from the survtving Seller consistent wit,v~ Par~tgraph I I. t4. JOINDER BY SELLER'S SPOUSE. Sellers' spouses, if not titleholders ~n~n~ediately preceding acceptance of this offer, execute this contract only for the purpose of relinqulst~rlg all rights of dower, homestead and distributive shares or m compliance ~vith Section 561. t3 of the ~o\va Code and agree to execute the deed or real estate contract for this purpose. 15 31ME IS OF 'FILE ESSENCE. Time is of the essence ~n this contract. 16. REMEDIES OF THE PARTIES. a. If Buyer fails to timely perform this contract, Sellers may forfeit it as provided in the Iowa Code, 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 such failure (dunng 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, Buyer has the right to have all payments made returned to it. c. Buyer 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. 17. STATEMENT AS TO LIENS. If Buyer intends to assume or take subject to a lien on the Real Estate, Sellers shall furnish Buyer with a written statement from the holder of such lien, showing the correct balance due. 18. SUBSEQUENT CONTRACT. Any real estate contract executed in performance of this contract shall be on a form of the Iowa State Bar Association. 19. APPROVAL OF COURT. If the sale of the Real Estate is subject to Court approval, the fiduciary shall promptly submit this contract for such approval. If this contract is not so approve& it shall be void. -5- 20. CONTRACT BINDING ON SUCCESSORS [N INTEREST. This contract styall apply to and bind the successors in interest of the parties. 2l. CONSTRUCF[ON. Words and phrases shall be construed as in tf~e singular or plural number, zmd as t~-msctjltne, feminine or neuter gender, according to the context. 22. TIME FOR ACCf-LP'FANCE. it' tt~is oft'~:r is not accepted b? Sellers oz: ~i- [_3cl't~rc 5:00 p.n~. on May 10, 2000, it shali become void and nil paymenr_s st~all be repaid to the B%ver. 23. OTHER PROVISIONS. a. Th~s Agreement is subject to and contingent on passage of a City bond referendum For the library' expansion project on or before November 7, 2000. b. Lenoch & Cilek, Inc. leases the entire proper~' tYom Sellers. Said lease currently expires on February 28, 2001 but may be extended at Lenoch & Citek's option on or before September I, 2000. This Agreement is subject to and contingent on Lenoch & Cilek, Inc.'s failure to exercise its option to extend the lease beyond February 28, 2001, with said contingency to be waived or exercised by Sellers on or before September 2, 2000. c. In addition to Buyer's expenses, Buyer shall pay the expenses of sale typically paid by a Seller, including reasonable attorneys fees of Seller, abstracting, document preparation and transfer tax up to a maximum orS10,000.00. d. This Agreement is contingent on the Iowa City, City Council's approval of the Agreement on or before May 2, 2000. DATED: Apri l 10, 2000 CITY OF IOWA CITY, IOWA, Buyer By: S~~° City Manager This of(~:r is accepted , 2000 DORFMAN FAMILY TRUST MAt(KOVITZ FAMILY TRUST, u/w/a dated December 30, 1986 By: By: Charlot;e Doffman, Trustee Naomi B. Markovitz, Trustee John Koza Opal M. Sci~uppert John E. Schuppert Mary Beth Schuppert Sara Strauss Simeon Strauss Belle Krantz Seymour K, rantz Batty Posner Spouse Craig Posner Spouse marym\l=nd-'~eq\misc\libr~ry offer to buy