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2004-02RESOLUTION NO. 2004 - 2 AIRPORT AUTHORITY FOR THE CITY OF BLAIR, NEBRASKA WHEREAS, a revised Purchase Agreement between Gloria A. Nordstrom and Robert A. Nordstrom, wife and husband, as Sellers and the Airport Authority for the City of Blair, Nebraska, as Buyer, has been prepared and presented to the Board of Directors of the Airport Authority for the City of Blair, Nebraska providing for the terms and provisions of the purchase by the Airport Authority of the City of Blair, Nebraska for the purchase of Lots 3, 4, 5, 6 and 8 of Nordstrom's Second Addition, a subdivision of Tax Lots 13 and 14, lying in the East Half of the Northeast Quarter of Section 25, Township 17 North, Range 12, East of the 6th P.M., Washington County, Nebraska, a copy of which Purchase Agreement is attached hereto, marked Exhibit "A" and by this reference made a part hereof, and WHEREAS, the, terms and conditions of the revised Purchase Agreement are acceptable to the Airport Authority for the City of Blair, Nebraska. NOW, THEREFORE, BE IT RESOLVED that the Purchase Agreement and Addendum referred to hereinabove is hereby adopted and accepted by the Airport Authority for the City of Blair, Nebraska and the Chairman is hereby authorized and directed to execute same on behalf of the Airport Authority for the City of Blair, Nebraska. BOARD MEMBER MEYER MOVED THAT THE RESOLUTION BE ADOPTED AS READ UPONL CALL, HICH BOARD M MBERS OUR; ,VAN� �2A O� COMBS BOARD MEMBERS NONE VOTING "NAY", THE CHAIRMAN DECLARED THE FOREGOING RESOLUTION PASSED AND ADOPTED THIS 20TH DAY OF MOXXeX, APRIL 2004. AIRPORT AUTHORITY FOR THE CITY OF BLAIR BY Chairman ATTESr 1 P ,3 L s AL) PURCHASE AGREEMENT = Real Estate This Purchase Agreement made and entered into by and between GLORIA A. NORDSTROM and ROBERT A. NORDSTROM, wife and husband, hereinafter referred to as "Seller" and the City of Blair, Nebraska, by and through the Airport Authority of the City of Blair, Nebraska, hereinafter referred to as "Buyer". WHEREAS, Buyer has the power to acquire, by purchase or condemnation, real property or rights or easements necessary or convenient for its corporate purposes including the operation . of an airport. WHEREAS, Buyer informed Seller in writing -of Buyer's intent to acquire the real estate described herein from Seller for the purpose of expansion of the Blair Airport. WHEREAS, Buyer has notified. Seller'of its statutory authority to effect a condemnation or requisition of the real estate described herein if such sale is not voluntarily agreed to. WHEREAS, Seller has reasonable grounds to believe, from the information conveyed to him by Buyer, that the necessary steps to condemn the real estate described herein will be instituted if a voluntary sale is not consummated. Now, therefore, on consideration of the mutual covenants contained herein and for other good and valuable consideration, the parties hereby agree as follows: 1. Sale. That Seller hereby agrees to sell to Buyer on the terms and conditions set forth hereinafter, the following described property: (a) Legal Description of Real Estate. All of Sellers' undivided interests in and to the real estate legally described on the attached Exhibit "A". 2. Purchase Price and Terms of Pa ent. The purchase price for the aforesaid real estate being sold by Seller is in the sum of. ONE HUNDRED SEVENTY-EIGHT THOUSAND ONE HUNDRED THIRTY and No/100-DOLLARS ($178,130.00). 3. Closing Date. The closing date shall be on or before dy/,s2 4. Title Insurance. Title insurance shall be used in the conveyance in lieu of an abstract of title. Buyer shall provide Seller with a commitment for title insurance,_issued_through _ __- a Licensed and registered title insurance company in the State of Nebraska, showing good and marketable title in Seller, and the policy of title insurance shall be issued by said title insurance company on its standard form, with such printed exceptions as appear on the form and any further exceptions and encumbrances as are acceptable to Buyer. Buyer agrees to furnish Seller a written legal opinion showing defects, if any, in the title to the above-described property on or before the date of closing. Seller, after written notice of defects is given, shall endeavor to have the same cured to the reasonable satisfaction of Buyer within a reasonable time thereafter, and if said defects are not so cured within a reasonable amount of time, then either party may terminate this Agreement. Buyer and Seller each agree to pay one-half (1/2) of the cost of title insurance premium. 5. Warranty Deed. Upon payment by the Buyer to Seller of the purchase price of the real estate purchased, Seller shall cause to be conveyed to Buyer marketable fee simple title to said real estate described hereinabove, by general Warranty Deed free and clear of all liens and encumbrances. 6. General Real Estate Taxes. Real estate taxes for 2003 and prior years shall be paid by Seller. Real estate taxes for 2004, if any, shall be prorated to the date of possession. (Basis for the proration shall be the most recent real estate tax statement.) The Buyer shall pay all general real estate taxes from the closing date, and all subsequent taxes. The Seller shall pay all real estate taxes, if any, owing for prior calendar- years, except Buyer shall pay and be responsible for all recapture of greenbelt taxes. 7. Possession. Seller shall have exclusive possession of the above-described real estate until the Closing Date. Any risk of loss to the property shall be borne by the Seller until title has been conveyed to Buyer. In the event prior to closing the structures on said real estate are materially damaged by fire, explosion or any other cause, Buyer shall have the right to rescind this Agreement. Buyer shall assume all risk of lose from and after date of closing. 8. Specific Performance. It is understood and agreed that both parties retain their _right.to. bring an aotion for a specific performance of the terms of this Agreement in the event the other party is in default in carrying out their obligations under this Agreement. 9. Conveyance of Title. It is understood and agreed this Agreement shall in no manner be construed to convey title to said property or to give any right to take possession thereof. 10. Environmental Affidavit. Seller represents that he/she has no knowledge of any adverse environmental conditions which affect the real estate, the value thereof or liability in connection therewith, except such environmental conditions as have been fully disclosed in writing to Buyer by Seller. Seller shall provide an Affidavit at closing, affirming the statement made in the prior sentence as of the date of closing, directed to Buyer. If Seller is unable to provide such an Affidavit because of facts discovered or made known to Seller after the date of this Agreement, Buyer may elect, in Buyer's sole discretion, to either (i) accept the real estate based -upon -such -Affidavit as Seller can -provide based -on the facts -then known; or (ii) terminate this Agreement in which event all sums paid to Seller pursuant to, this Agreement shall be returned to Buyer within five (5) business days and neither party shall have any further obligation or liability to the other. -2- 11. Representations and Warranties of Seller. Seller represents and warrants to Buyer as follows: (a) Brokers. Seller has not entered into any contract, arrangement or understanding with any person or firm which may result in the obligation of Buyer to pay .-dn' finder's fees, brokerage fee or agent's commission or other like payment in connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby, and Seller is not aware of any claim or _ basis for any claim for payment of any finder's fees, brokerage fee or agent's commission or other like payment in connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated thereby. (b) Leasehold Interest. Seller has not entered any contract, lease, arrangement or understanding, whether verbal or written, which in any way encumbers, restricts or - subjects - the subject property to any claim for a leasehold interest. Seller affirmatively states that all leasehold interests have been terminated or will be terminated prior to date of closing. (c} Hazardous MaterialTo the best of Seller's knowledge, no hazardous or toxic material, substance, pollutant, contaminant, waste, asbestos or petroleum produce has been released into the environment, discharged, placed or disposed of, at, or near, or on the subject real estate. The subject real estate has not been used at any time by any person as a landfill or waste disposal site. No claims, litigation, administrative proceedings, are pending or threatened and no judgments or orders have been entered relating to any hazardous substance, hazardous waste, discharge, emission or other form of pollution relating in any way to the subject real _ estate. No hazardous substance . or . hazardous . waste, as _. defined . by., the - Resource Conservation Recovery Act, as amended, 42 USC §6901 et seq. of the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 USC §6901 et seq, have been generated, manufactured, refined, transported, treated, stored, handled or disposed of, on, at or near the subject real estate. 12. Inspection and Testing. At any time after the date of this Agreement, Buyer and its employees and agents shall have the right to enter upon the subject real estate and perform such tests and inspections as it deems necessary to determine suitability of the subject property for its intended use. Buyer shall restore the subject property to its original condition if such tests alter the grade, compaction or vegetation. 13. Involuntary Conversion. Buyer agrees to cooperate with Seller, at no cost to - - - Buyer, - to qualify Seller's - transfer -and- -conveyance -of -the -subject property as an involuntary conversion under Section 1033 of the Internal Revenue Code of 1986, as amended, and applicable treasury regulations. -3- 14. Other Terms of Agreement. (a) Buyer shall pay all documentary stamp tax incurred as a. result of the sale to the extent they are not exempt. (b) The parties agree and understand that the real estate transaction shall be performed by an escrow closing agent. The cost of the escrow closing agent shall be paid by the Buyer. (c) This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska. (d) The cost of a survey, if any, shall be borne by the Buyer. (e) The parties agree that the Purchase Agreement of July 22, 2003 is of no force and effect and is superceded in every respect by this Purchase Agreement. 15. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties, their heirs, or representatives. Seller Gloria A. Nordstrom Robert A. Nordstrom STATE OF NEBRASKA ) ss. COUNTY OF The foregoing instrument was acknowledged before me on the 7 day of ,IV PR/G , 2004, by Gloria A. Nordstrom and Robert A. Nordstrom. Buyer: City of Blair, Nebraska, by and through the Airport Authority of the City of Blair, Nebraska, By: rti... z�-K a— dhairman Notary Public M GENERAL NOTARY- State of Nebraska CARL L HIBBELER Comm. Exp. March 27, 2007 The foregoing instrument was acknowledged before me this �Z� day of 2004, by 6 ma to 9,Xe, , Chairman of the Airport Authority of the City of Blair, Nebraska, on behalf of the ort Authority of the City of Blair, Nebraska. M8M1. NM _ $W a Notary Public BRENDA R. TAYLM 3096316&- My Comm. Exp. June 20, ZO -5- EXHIBIT "A" Legal Description of Real Estate Lots 3, 4, 5 and 6 of Nordstrom's Second Subdivision, a subdivision of Tax Lots 13 and 14, lying in the E 1/2 of the Northeast 1/4 of the Northeast 1/4 of Section 25, AND Lot 8, Nordstrom's Second Subdivision, being a part of Lot 2, Nordstrom's Second Subdivision, lying in the NE 1/4 of the NE 1/4 Of Section 25, all in Township 17 North, Range 11 East of the 6h P.M., Washington County, Nebraska.