2366ORDINANCE NO. 2366
COUNCIL MEMBER ANDERSEN INTRODUCED THE FOLLOWING:
AN ORDINANCE APPROVING THE PURCHASE OF LOTS 28 THROUGH 57
TRANSFORMATION HILL ADDITION, INCLUSIVE, WITHIN THE CITY OF
BLAIR, WASHINGTON COUNTY, NEBRASKA, FROM ANGELS SHARE, INC.;
REPEALING ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT
HEREWITH; PROVIDING WHEN THIS ORDINANCE SHALL BE IN FULL FORCE
AND EFFECT; AND PROVIDING FOR PUBLICATION OF THIS ORDINANCE IN
PAMPHLET FORM.
SECTION 1. Whereas, the City of Blair wishes to purchase property for from
Angels Share, 5060 Dodge Street, Suite 2001, Omaha, NE 68132, for the public purpose
of developing Workforce Housing for the City of Blair, and Angels Share desire to
voluntarily sell, transfer and convey unto the City of Blair, Nebraska Lots 28 through 57
Transformation Hill Addition, inclusive, within the City of Blair, Washington County,
Nebraska.
SECTION 2. That the Mayor is hereby authorized to execute and deliver a
Purchase Agreement, a copy of which is attached hereto, marked Exhibit "A" and
incorporated by this reference herein which sets forth the terms and provisions of the
purchase of the real estate from Angels Share.
SECTION 3. All ordinances or parts of ordinances in conflict herewith are
hereby repealed.
SECTION 4. This ordinance shall be in full force and effect from and
following the passage and publication hereof as required by law.
Passed and approved this 12th day of June 2018.
CITY OF BLAIR, NEBRASKA
By �s
JAI REALPH, MAYOR
ATTEST:
BRENDA WHEELER, CITY CLERK
(SEAL)
STATE OF NEBRASKA )
) :ss:
WASHINGTON COUNT )
BRENDA WHEELER hereby certifies that she is the duly appointed, qualified, acting
Clerk of the City of Blair, Nebraska, and that the above and foregoing Ordinance was duly
passed and approved at a regular meeting of the Mayor and City Council of the City of
Blair, Nebraska, held on the 12th day of June, 2018.
&�� 61dte'A
BRENDA WHEELER, CITY CLERK.
REAL ESTATE PURCHASE AGREEMENT
This Real Estate Purchase Agreement (the "Agreement") is made and
entered into on this 13 day of June, 2018, (the "Effective Date"), by and
between Angels Share, a Nebraska non-profit corporation ("Seller") and the City
of Blair, a political subdivision of the State of Nebraska ("Buyer")
RECITALS
WHEREAS, Seller owns certain real property as depicted on Exhibit "A",
attached hereto and incorporated herein by reference, and further described as
follows (the "Property"):
Lots 28 through 57 Transformation Hill Addition, inclusive, within the
City of Blair, Washington County, Nebraska; and
WHEREAS, Buyer wishes to purchase the Property; and
WHEREAS, Seller has agreed to sell property to Buyer, pursuant to
the terms and conditions of this Agreement; and
WHEREAS, Buyer is buying the Property for the public purpose of
developing Workforce Housing for the City of Blair; and
WHEREAS, Due to the extensive nature of Buyer attempting to secure
Tax Increment Financing (hereinafter referred to as "TIF") for the public
purpose of developing Workforce Housing for the City of Blair, Seller is
financing the sale of the Property to Buyer as set forth herein.
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
PURCHASE AND SALE
1.1 Right, Title, and Interests in the Property. Subject to the terms and
conditions hereof, Seller agrees to sell and convey the entirety of Seller's right,
title and interest in the Property to Buyer, and Buyer agrees to purchase all of
Seller's right, title and interest in and to the Property.
4823-7606-6663.3
1.2 Easements and Rights -of -Way. Buyer agrees that it shall accept
title to the Property subject to any and all easements and rights-of-way of
record as of the Effective Date of this Agreement. Seller agrees that it will not
alter or modify any existing easements or rights-of-way of record as of the
Effective Date of this Agreement, or otherwise place any new easements or
rights-of-way on or over the Property prior to Closing.
1.3. Property Condition. Prior to Closing, Buyer will have been afforded
the opportunity to make such inspections of the Property and matters related
thereto as Buyer desires. Seller specifically makes no warranties or
representations of any kind whatsoever, either express or implied, as to the
conditions of the Property nor its usability as may be intended by the Buyer;
in particular, but without limitation, Seller makes no warranties or
representations with respect to compliance with applicable statutes, laws,
codes, ordinances, regulations or requirements related to leasing, zoning,
subdivision, planning, building, fire, safety, health or environmental matters
(including hazardous materials in, on, under, or emanating to or from the
Property), compliance with covenants, conditions and restrictions (whether or
not of record), compliance with other local, municipal, regional, state or federal
requirements, or other statues, laws, codes, ordinances, regulations or
requirements Buyer acknowledges and understands it is purchasing and
accepting the Property "AS IS" and based upon its own inspection,
investigation and inquiry. Buyer is not relying upon any representations or
warranties made by Seller, or any other person or entity, as to any matter
regarding the Property other than as specifically set forth herein
ARTICLE II
PURCHASE PRICE AND PAYMENT
2.1 Purchase Price. The total purchase price for the Property
shall be the sum of Seven Thousand dollars ($7,000.00) per Lot, for the total
sum of Two Hundred -Ten Thousand dollars ($210,000.00) (the "Purchase
Price"), payable as follows:.
a. At Closing, Seller will make a loan ("Seller Loan") to Buyer
in the amount of the Purchase Price, which shall be evidenced by a
promissory note in the form attached hereto as "Exhibit B" (the "Note"),
and secured by a deed of trust in the form attached hereto as "Exhibit
4823-7606-6663.3
C" (the "Deed of Trust"). The Note shall be paid in full by Buyer at the
date Buyer no longer holds any interest in any lot within the Property. If
the Buyer transfers title to any lot within the Property to any third party
or parties, the Buyer shall pay the sum of $7,000.00 per transferred lot
to this Seller as contemplated by the Note "Exhibit B" and the Seller
shall immediately execute and record a release of lien and release of the
Deed of Trust, as to that particular lot.
ARTICLE III
CLOSING
3.1 Closing Date. The closing of the sale of the Property shall occur
within one (1) business day after each party's respective conditions to their
obligation to close set forth in Sections 3.4 and 3.5 of this Agreement are
satisfied or otherwise waived (the "Closing").
3.2 Reserved.
3.3. Place of Closing. The place of Closing shall be held at the City of
Blair City Hall, 218 S. 16th Street, Blair, Nebraska, 68008.
3.4. Conditions to Buyer's Obligation to Close.
a. Marketability of Title. Within ten (10) days after the
Effective Date, Buyer, at its sole cost and expense, shall have ordered
and obtained a title search and/or title commitment to establish the
marketability of title to the Property. Within twenty (20) days of the
Effective Date, Buyer shall give written notice (the "Objection Notice")
to Seller of any matters set forth in the title search and/or title
commitment to which Buyer objects (the "Objections"). Seller may, in
its sole discretion, give Buyer notice (the "Response Notice") of the
Objections that Seller is willing to cure, if any. If Seller fails to deliver a
Response Notice, Seller shall be deemed to have elected not to cure the
matters set forth in Buyer's Objection Notice. Buyer's failure to obtain
such title search and/or title commitment shall constitute Buyer's
satisfaction of the marketability of title to such Property.
4823-7606-6663.3
b. City Council Approval of Sale. The City of Blair City Council
shall have approved the sale of the Property pursuant to the terms and
conditions of this Agreement.
C. Remonstrance Period. The remonstrance period required by
Nebraska state law, NEB. REv. STAT. §16-202, shall have been completed
without any petitions objecting to the sale of the property which would
prevent Seller from selling the Property at the date of Closing.
d. Seller's Representations and Warranties. All of Seller's
representations and warranties set forth in this Agreement shall be true
and accurate as of the date of Closing.
e. Seller's Performance of Covenants and Agreements. Seller
shall have observed and performed all of Seller's covenants and
agreements set forth in this Agreement as of the date of Closing.
f. Seller's Status. If the Seller ceases to be an organization
described in section 501(c)(3) of the Internal Revenue Code of 1986, as
amended, or sells the Transformation Hill Addition, the payment for
any amounts due pursuant to the terms of the Note and Deed of Trust
shall be made to any legal successor or assignee of Seller.
9. Financing. Seller hereby acknowledges and agrees that
Buyer's obligations are conditional upon not only the City Council
approval and Remonstrance Period, but also upon the City securing Tax
Increment Financing (hereinafter referred to as "TIF") for the demolition
of Omaha Village dorms, Elkhorn Hall, Argo Hall, and the installation of
infrastructure, and grading.
h. Seller shall have paid all taxes, liens, or any other
encumbrances on said property as of Closing.
In the event any of above conditions are not satisfied in the time period
stated, Buyer may terminate this Agreement by notice to Seller in writing,
and neither party shall have any further duties, obligations, or rights
4823-7606-6663.3
hereunder, other than indemnity and other obligations that are to survive
termination in accordance with the terms of this Agreement.
3.5. Conditions on Seller's Obligation to Close. Seller's obligation to
close under this Agreement is specifically conditioned upon the satisfaction
of all the following conditions:
a. Buyer's Representations and Warranties. All of Buyer's
representations and warranties set forth in this Agreement shall be
true and accurate as of the date of Closing
b. Buyer's Performance of Covenants and Agreements. Buyer
shall have observed and performed all of Buyer's covenants and
agreements set forth in this Agreement as of the date of Closing.
In the event any of these conditions are not satisfied in the time period
stated, Seller may terminate this Agreement by notice to the Buyer in writing,
and neither party shall have any further duties, obligations, or rights
hereunder, other than indemnity and other obligations that are to survive
termination in accordance with the terms of this Agreement.
to Buyer:
ARTICLE IV
CLOSING DELIVERIES
4.1 Seller's Deliveries at Closing. At Closing, Seller shall deliver
a. A duly executed and acknowledged Special Warranty Deed
conveying title to the Property;
b. A standard Seller's Disclosure Statement;
C. All other Seller documents necessary to close this
transaction in accordance with the terms of this Agreement;
and
d. Possession of the Property.
4.2. Buyer's Deliveries at Closing. At Closing, Buyer shall deliver
to Seller:
4823-7606-6663.3
a. Evidence of the Buyer's capacity and lawful authority to
perform the obligations of this transaction;
b. All other Buyer documents necessary to close this
transaction in accordance with the terms of this
Agreement; and
C. The duly executed Note and Deed of Trust and any other
documents necessary to accomplish the completion of the
Seller Loan.
ARTICLE V
EXPENSES TO BE PAID AT OR PRIOR TO CLOSING
5.1. Buyer's Closing Costs. On the date of Closing, Buyer shall pay the
following, if applicable:
above;
a. The balance of the Purchase Price due at Closing as set forth
b. All recording fees upon the Special Warranty Deed;
C. Title Commitment costs, if any;
d. The entire cost of the Owner's Title Insurance Policy, if any;
e. All Closing fees charged by the Title Company, if any.
5.2. Seller's Closing Costs. On or before the date of Closing, Seller shall
pay, if applicable:
a. Any taxes, liens, encumbrances, or any other debts on the
Property that accrued during the Seller's ownership of the property.
ARTICLE VI
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
6.1 Seller Representations and Warranties. Seller warrants, represents as
follows, each and every one of which shall be true in all material respects as of
the date of Closing unless specifically waived in writing by the Buyer:
a. Absence of Claims. There are no pending or, to Seller's
knowledge, threatened litigation, proceedings, code violations, claims or
4823-7606-6663.3
investigations, including without limitation any such pending or
threatened litigation, etc., by any government authority or insurance
underwriter and no contract or agreement to which Seller is a party,
which relates in any way to the Property or which on or after the Closing
Date will adversely affect the Property.
b. Title and Authority. Seller owns the Property and has all necessary
and lawful authority to enter into this Agreement to sell and convey the
Property to the Buyer as provided in this Agreement and to carry out
Seller's obligations hereunder.
6.2 Buyer Representations and Warranties. Buyer warrants and represents
to Seller as follows, each and every one of which shall be true in all material
respects as of the date of Closing unless specifically waived in writing by Seller:
a. Absence of Claims. There are no pending or, to the Buyer's
knowledge, threatened litigation which if determined adversely would
restrain the consummation of the transactions contemplated by this
Agreement or would declare illegal, invalid or non-binding any of the
Buyer's obligations or covenants to Seller.
b. Authority. Buyer has the power and authority to purchase the
Property and to execute the documents to be executed by Buyer, and has
taken, as applicable, all actions required for the execution and delivery of
this Agreement, and he consummation of the transactions contemplated
by this Agreement. Each person executing this Agreement and all
documents to be executed and delivered at Closing on Buyer's behalf has
due and proper authority to execute and deliver the same.
ARTICLE VII
MISCELLANEOUS
7.1. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors and assigns.
4823-7606-6663.3
7.2. Entire Agreement. This Agreement contains the entire Agreement of
the parties hereto and supersedes any prior understandings or written or oral
agreements between the parties respecting the sale and purchase of the
Property, and this Agreement cannot be changed except by the parties' written
consent.
7.3. Conveyance of Title. This Agreement shall not, by itself, be
construed as a conveyance of title by Seller to Buyer.
7.4. Jurisdiction and Governing Law. This Agreement shall be construed
under and in accordance with the laws of the State of Nebraska. The parties
agree to the exclusive personal jurisdiction in the courts located in
Washington County, Nebraska. Any dispute arising from this contractual
relationship shall be governed solely and exclusively by Nebraska law.
[SIGNATURE PAGES FOLLOW]
4823-7606-6663.3
ANGELS SHARE,
A Nebraska Non -Profit Corporation
By:
Ed hada
r
Its; C CD
CITY OF BLAIR, a political subdivision of the State of Nebraska
By: � +
AM .ES REALPH, Mayor
Attest:
&41A
City Clerk
4823-7606-6663.3
Exhibit A
LEGAL DESCRIPTION
Lots 28 through 57 Transformation Hill Addition, inclusive, within the City of Blair, Washington County,
Nebraska
4823-7606-6663.3
Exhibit B
[Form of Note]
4823-7606-6663.3
Exhibit C
[Form of Deed of Trust]
4823-7606-6663.3