2373-FAILEDTHIS ORDINANCE FAILED ON FINAL READING —10/9/2018
PASSED ON SECOND READING — 8/28/2018
PASSED ON FIRST READING — 8/14/2018
ORDINANCE NO. 2373
COUNCIL MEMBER HALL INTRODUCED THE FOLLOWING:
AN ORDINANCE APPROVING THE PURCHASE OF TAX LOTS 574, 590 AND 637
ALL IN SECTION 11, TOWNSHIP 18N, RANGE IIE, 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 from Angels
Share, Inc., 5060 Dodge Street, Suite 2001, Omaha, NE 68132, for the public purpose of
storage for the Blair Police Department, and Angels Share, Inc. desire to voluntarily sell,
transfer and convey unto the City of Blair, Nebraska Tax Lots 574, 590 and 637 all in
Section 11, Township 18N, Range 11E, 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, Inc.
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hereby repealed.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 9th day of October, 2018.
CITY OF BLAIR, NEBRASKA
By
JAMES REALPH, MAYOR
ATTEST:
BRENDA WHEELER, CITY CLERK
(SEAL)
STATE OF NEBRASKA )
) :ss:
WASHINGTON COUNTY )
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 9th day of October, 2018.
BRENDA WHEELER, CITY CLERK.
FIRST AMENDMENT TO PURCHASE�EEMENT
This Amendment is made and entered into this �, day of August, 2018, by and
between City of Blair, NE, Buyer, and Angels Share, Inc., Seller.
WHEREAS, the parties previously entered into a Purchase Agreement dated August 9,
2018, for the property located at N 27th Street Blair NE, Parcel ID #890039263, and
WHEREAS, the parties desire to modify said Purchase Agreement,
NOW THEREFORE, in consideration of the premises hereto the parties agree as follows:
Section 7.b.: The date of the Council meeting is changed to August 28, 2018,
Section 7.c.: The anticipated date of the ordinance publication Is changed to
August 31, 2018,
Section 10: The Closing date is changed to on or before October 12, 2018.
All other terms and conditions of the Purchase Agreement shall remain the same and in
full force and effect.
Buyer: City of Blair, Nebraska Seller: Angels Share, Inc.
By "es Realph, Maur- By: Ed Shada, President
PURCHASE AND SALE AGREEMENT
(This is a legally binding contract. If not understood, seek legal advice.)
Investors Realty, Inc., Broker
Buyer (whether one or more) agrees to purchase, and Seller agrees to sell, pursuant to the terms of this Purchase Agreement (this "Agreement"),
the Property described as follows:
Address: Maintenance Shop & Art Foundry, Parcel ID# 890039263, North 27th Street, Blair, NE
2. Legal Description (Property): Tax Lots 574, 590 & 637, all in Section 11, Township 18N, Range 11 E, City of Blair, Washington
County, Nebraska (the "Property"), together with all (i) buildings, (ii) fixtures, (iii) improvements; (iv) any and all rights, titles, powers, privileges,
easements, licenses, rights-of-way and interests appurtenant to and which benefit the Property and/or the improvements and (vii) equipment
permanently attached to the Property.
Personal Property: The only personal property included is as follows: None
4. Conveyance: Seller represents that it has good, valid and marketable title, in fee simple, and agrees to convey title to the Property
to Buyer or its nominee by general warranty deed, free and clear of all liens and encumbrances or special taxes levied or assessed. The Property
will be conveyed free and clear of tenants in possession. The sale and purchase of the Property is subject to all applicable building codes and
zoning laws, and other governmental laws and regulations.
5. Assessments: Seller agrees to pay any assessments for public improvements previously constructed, or ordered or required to be
constructed by the public authority, but not yet assessed. Seller is not aware of any public improvements ordered or required to be constructed
but not yet constructed.
6. Purchase Price: Buyer agrees to pay Twenty-nine thousand and no/100 Dollars ($29,000.00) (the "Purchase Price') on the following
terms: No deposit required. The Tit/. LsGinev:-.';gent-wit/-provide a Fesei '. in the event of refusal ^' failure
7. Applicable Conditions: This Agreement is conditioned upon the happening of each of the following events. If each of the same
have not occurred within the time stated, this offer shall be null and void, and any Deposit promptly returned to Buyer,
A. Due Diligence: Buyer shall have Fifty (50) days after acceptance hereof to inspect the Property and complete engineering,
environmental and such other studies Buyer requires to determine that the Property is suitable for Buyer's intended use. If Buyer, in
Buyer's sole discretion, determines the Property is unsuitable, Buyer may terminate by giving written notice within said Fifty (50) days
and the Deposit will be refunded. Buyer or Buyers agents have the right to enter upon the Property, at reasonable times in order to
perform such investigations as Buyer deems necessary including without limitation soil tests and environmental audits. Buyer will
promptly repair and restore any damages to the Property caused by such inspections. Buyer will not permit any liens or encumbrances
to arise against the Property in connection with their investigation, and shall indemnify, defend and hold Seller harmless against any
and all loss, liability and costs relating to Buyer's (or Buyer's agents, employees or representatives) entry and investigation of the
Property.
B. Contingent upon the City Council approval of an ordinance for the purchase at the August 14, 2018, Council meeting. If
the Council does not approve the ordinance, Buyer shall notify the Seller within two (2) days and the purchase agreement shall be
cancelled, unless an extension is agreed to by both parties.
C. Should the Council approve the ordinance to purchase the property, then the purchase would be subject to a thirty (30)
day remonstrance period following the date of the ordinance publication, which is anticipated to be August 17, 2018, or a court
challenge to the ordinance. Should a successful remonstrance or court action be filed with the City Clerk within the thirty day period,
then the purchase would be void, with no payment due.
8. Taxes: Urban Taxes: All consolidated real estate taxes which become delinquent in the year in which Closing takes place shall be
treated as though all are current taxes, and those taxes shall be prorated as of the Closing Date, and all the prior years' taxes, interest, and other
charges, if any, will be paid by Seller.
9. Title: As soon as practical after the full execution of this Agreement (the "Effective Date"), Buyer shall obtain from TitleCore National
(the "Title Company") and deliver to Seller an A.L.T.A. commitment for a standard owner's policy of title insurance (the "Title Commitment") with
respect to the Property issued by the Title Company, together with copies of all documents listed as an exception thereon. Buyer shall notify
Seller within ten (10) days after receipt of any title objections and the curative steps requested by Buyer. If Seller is unable or unwilling to take
such curative steps within thirty (30) days thereafter, Buyer may either (i) terminate this Agreement and receive a refund of the Deposit in which
case neither party will have any further obligation to the other or (ii) waive the title objections and proceed to closing, subject to the other terms
and conditions of this Agreement,
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10. Closing: Subject to the terms and conditions of this Agreement, the closing of the transaction contemplated by this Agreement shall
close (the "Closing") on or before September 28, 2018 (the "Closing Date"). Time is of the essence, The Closing shall occur at a time mutually
agreeable to Buyer and Seller on the Closing Date. Possession of the Property will be delivered on the Closing Date.
11. Escrow Closing: Buyer and Seller acknowledge and understand that the closing of the sale may be handled by the Title Company
and that the Broker is authorized to directly Deposit or transfer the Deposit or any other funds it receives from Buyer or Seller pertaining to the
Closing to the Title Company. After said transfer, Broker shall have no further responsibility or liability to Buyer or Seller for the accounting for
said funds.
12. Other Costs and Prorations:
A. State Documentary Tax: The State Documentary Tax on the deed shall be paid by the Seller.
B. Additional Amounts: All other operating costs of the Property shall be allocated between Seller and Buyer as of the
Closing Date, so that Seller pays that part attributable to periods of time prior to the Closing Date and Buyer pays that part of such costs
attributable to periods of time from and after the Closing Date. Any and all utility deposits made by Seller shall be returned to or credited to Seller
on the Closing Date. Seller shall transfer to Buyer at the Closing Date all security deposits and all prepaid rents and any amounts received from
tenants toward real estate taxes and operating costs and not yet spent. To the extent that amounts to be apportioned under this Section 14(C)
cannot be determined precisely on the Closing Date, calculations on the Closing Date will be made upon the basis of reasonable estimates of
the amounts in question, and appropriate post -closing cash adjustments will be made between the parties within ten (10) business days after the
actual amounts become known, and any payments due from one party to the other in connection therewith will be made promptly. The provisions
of this subsection shall survive the Closing.
C. Attorney's Fees: Each of the parties will pay its own attorney's fees, except that a party defaulting under this Agreement
or any of Sellers Closing Documents or Buyer's Closing Documents will pay the reasonable attorney's fees and court costs incurred by the non -
defaulting party to enforce its rights regarding such default.
D. Recording Costs: Buyer will pay the cost of recording all documents necessary to place record title in the condition
required by this Agreement and any other documents.
E. Title Insurance: Buyer and Seller will equally share the cost of an owners Title Insurance Policy. Buyer will be responsible
for the cost of any endorsements requested by Buyer.
F. Escrow Closing Fees: Escrow closing fees charged by the Title/Escrow Agent shall be equally divided between Buyer
and Seller,
13, Wood Infestation: Intentionally deleted.
14, Smoke Detector: Intentionally deleted.
15. Condition of Property: Seller represents to the best of Seller's knowledge, information and belief, there are no latent defects in the
Property.
16. Environmental: Except as otherwise disclosed to Buyer in writing, Seller represents to the best of the Seller's knowledge, information
and belief, there are no conditions present or existing with respect to the Property which may give rise to or create environmental hazards or
liabilities and there are no enforcement actions pending or threatened with respect thereto.
17. As-IsMhere-Is: Buyer acknowledges and agrees that Seller is selling and conveying to Buyer, and Buyer is accepting, the Property
AS IS, WHERE IS, WITH ALL FAULTS", except to the extent expressly provided in any document executed by Seller and delivered to Buyer at
Closing. Except as expressly set forth in this Agreement, Buyer acknowledges that it has not relied and will not rely on, and Seller has not made
and is not liable for or bound by, any express or implied warranties, representations or information pertaining to the Property furnished by Seller
or any agent representing or purporting to represent Seller. Buyer represents that it is a knowledgeable, experienced and sophisticated purchaser
of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of its representatives in
purchasing the Property. Buyer further acknowledges that it will conduct such investigations and inspections of the Property as Buyer deems
necessary and shall rely exclusively on the same.
18. Agency: The REALTOR(S) involved in this transaction are:
John Dickerson with Investors Realty, Inc. is acting as Sellers Limited Agent
Buyer is not represented by an Agent.
19. Broker Compensation: Buyer and Seller acknowledge that Investors Realty, Inc. is being paid a fee by Seller. If Buyer should
engage an agent to complete the purchase, Buyer shall be responsible for the Buyers Limited Agent's fee.
20. Offer Expiration: This offer to purchase is subject to acceptance by Seller on or before Wednesday, August 08, 2018.
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21. Notice: Any notice, or other communication which may or shall be given or served by Seller to or on Buyer, or by Buyer to or on
Seller, shall be deemed to have been given or served on the date the same is deposited in the United States Mail, registered or certified, return
receipt requested, postage prepaid or given to a nationally recognized overnight courier service for next business day delivery and addressed as
set forth below, The addresses set forth below may be changed at any time by the parties by notice given in the manner provided above.
If to Seller: Angels Share, Inc.
Attn: Ed Shada, President
637 Forest Drive
Council Bluffs, IA 51503
Ed.shada@greatwesternbank.com
With a Copy to: Investors Realty, Inc.
Attn: John Dickerson
11301 Davenport Street
Omaha, NE 68154
jdickerson@investorsomaha.com
If to Buyer: City of Blair, Nebraska
Attn: Rod Storm
218 South 16th Street
Blair, NE 68008
rstorrn a�blaime.org
402.426.4191
22. Enforceability: If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be fully severable.
This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof.
23. Counterparts: This Agreement may be executed in multiple counterparts, including but not limited to facsimile and electronic mail
transmittal, and each shall be deemed to constitute an original for all purposes.
24, Entire Agreement: This Agreement contains the entire agreement between Seller and Buyer, and there are no other terms,
conditions, promises, undertakings, statements or representations, either written or oral or express or implied, concerning the sale contemplated
by this Agreement. This Agreement shall supersede any and all prior communications or agreements between the parties.
25. Governing Law; JurisdictionNenue: This Agreement shall be construed in accordance with the laws of the State of Nebraska.
26, Authority/RepresentationfWarranty:
A. Buyer is duly and legally authorized to enter into this Agreement and Buyer's representative executing this Agreement is
authorized to act on behalf of and bind Buyer to the terns of this Agreement.
B. Seller is duly and legally authorized to enter into this Agreement and Seller's representative executing this Agreement is
authorized to act on behalf of and bind Seller to the terms of this Agreement.
27. Insurance: Any risk of loss to the Property shall be borne by the Seller until title has been conveyed to the Buyer.
30. Access & Inspection: Buyer or Buyers agents have the right to enter upon the Property, at reasonable times in order to perform
such investigations as Buyer deems necessary including without limitation soil tests and environmental audits. Buyer will promptly repair and
restore any damages to the Property caused by such inspections, Buyer will not permit any liens or encumbrances to arise against the
Property in connection with their investigation, and shall indemnify, defend and hold Seller harmless against any and all loss, liability and costs
relating to Buyer's (or Buyer's agents, employees or representatives) entry and investigation of the Property.
Witness: ° Buyer: City of Blair, Nebraska Date:
By:
James Realph, Mayor
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ACCEPTANCE
The Seller accepts the foregoing proposition on the terms stated and agrees to convey title to the Property, deliver possession, and perform all
the terms and conditions set forth, and acknowledges receipt of an executed copy of this Agreement except for the following modifications:
Witness: Seller: Angels Share, Inc,
By:
Ed Shada, President
BUYER RECEIPT AND ACCEPTANCE
Buyer acknowledges a fully executed copy of this Agreement and accepts Counter Proposal as set out above, if any.
Witness: Buyer: City of Blair, Nebraska Date:
By:
James Realph, Mayor
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Addendum "A" to Purchase Agreement
NOTICE TO BUYER AND SELLER REGARDING
WIRE FRAUD AND SUSPICIOUS COMMUNICATIONS
Please be aware that the Escrow Company under the attached Agreement may require a wire transfer of funds at
Closing. Buyer and Seller should take care to provide wire transfer information only to a property agent of the Escrow
Company. Funds should only be wired to the Escrow Company using account information provided by verified agents
of the Escrow Company.
Recently, criminals have been found attempting to impersonate escrow companies and real estate agents in wire fraud
schemes. Unauthorized individuals have been caught providing fraudulent wire transfer information to parties in real
estate transactions. This could include a criminal contacting Buyer or Seller, directly or indirectly, in an attempt to steal
funds that rightfully belong to the parties.
In the event that any party believes an unauthorized request has been made for bank account information or funds,
the Escrow Company should be contacted immediately. The requests should be verified immediately in person or by
telephone using a telephone number that is known to be valid. Parties should be especially skeptical of last minute
changes or requests coming from unknown representatives.
In the event that funds are transferred to a fraudulent account, there may be no way to recover these funds from the
criminals involved. For this reason, it is extremely important that the Buyer and Seller are vigilant and only provide wire
transfer information to proper representatives of the Escrow Company. Please contact the Escrow Company directly if
you have any questions.
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