RES 2022-0289 - Real Estate Purchase Agmt - Wayne and Toni Homes - 2521 and 2525 Blondo Street City Clerk Office Use Only:
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2 Publication Date (if ppli ble):
RESOLUTION NO. L- - 2.022_
Agenda Date: I 'I-
Department: �ja(' 11,1_,`'
Submitter: I� •
-
CITY OF OMAHA
LEGISLATIVE CHAMBER
Omaha, Nebraska
RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA:
WHEREAS, the City of Omaha and Wayne and Toni Homes, LLC, A Nebraska
Limited Liability Company wish to enter into the attached Real Estate Purchase Agreement
("Agreement") for the sale and transfer of one parcels of land no longer needed for public
purposes by the City of Omaha, to Wayne and Toni Homes, LLC, A Nebraska Limited Liability
Company, located at 2521 and 2525 Blondo Street as legally described on the attached Exhibit
"A" ("Real Property"), in consideration of the sum of Three Thousand seven hundred and
00/100 Dollars ($3,700.00); and,
WHEREAS, on February 2, 2022, the Planning Board of the City of Omaha, upon
recommendation, recommended the disposal of said property; and,
WHEREAS, pursuant to Omaha Municipal Code Section 27-52, the Appraisal
Committee of the City of Omaha has appraised the value of the said real property to be
$4,800.00; and,
WHEREAS, Section 27-71 of the Omaha Municipal Code provides that the City
Council may authorize by resolution the disposal of City property by sale at an amount not
less than the appraised value.
WHEREAS, it is in the best interest of the City of Omaha and the residents thereof
to enter into an Agreement with Wayne and Toni Homes, LLC, A Nebraska Limited Liability
Company, for the sale of the Real Property.
RESOLUTION NO. Zi "(-1O I
PAGE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
OMAHA:
THAT, as recommended by the Mayor, the attached Real Estate Purchase
Agreement between the City of Omaha and Wayne and Toni Homes, LLC, A Nebraska Limited
Liability Company, for the sale of one parcel of land be approved; the Mayor of the City of
Omaha is hereby authorized to execute and deliver a Special Warranty Deed, and the City Clerk
to attest the same, to Wayne and Toni Homes, LLC, A Nebraska Limited Liability Company to
convey the real property described therein and City Staff are authorized to execute any other
such documents necessary or appropriate to complete the sale of the real property described
in the attached Agreement, which real property is known as 2521 and 2525 Blondo Street, in
consideration of the sum of Three Thousand seven hundred and 00/100 Dollars ($3,700.00);
and no expenses associated with the transfer of this property.
APPROVED AS TO FORM:
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ASS TANT CI Y A ORNEY DATE
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Adopted: Qr ��
Attest:
City Clerk
Approved:
Mayor
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REAL ESTATE PURCHASE AGREEMENT
Wayne and Toni Homes, LLC, a Nebraska Limited Liability Company ("Buyer") and
CITY OF OMAHA, a Municipal Corporation in the State of Nebraska, ("Seller"), hereby agree
as follows:
1. Certain Definitions. For purposes of this Agreement, the following terms are defined:
a. "Closing" shall mean the closing and consummation of the transaction
described in this Agreement.
b. "Closing Date" shall mean the date of the Closing.
c. "Property" shall mean that certain real estate, and the improvements
thereon, legally described as:
See Attachment Exhibit"A"
d. "Purchase Price" shall mean Three Thousand Seven Hundred and No/l00
Dollars ($3,700.00).
2. Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller hereby
agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller, the
Property for the Purchase Price, subject to fulfillment of the conditions contained herein.
3. Representations of Seller. Seller hereby represents and warrants to Buyer, which
warranties and representations shall be true as of, and shall survive, the Closing, as
follows:
a. Seller is a Municipal Corporation of the State of Nebraska organized and
existing under the laws of the State of Nebraska.
b. Seller, subject to approval by the City Council of Omaha, Nebraska, has
the authority to enter into this Agreement and perform its duties and
obligations hereunder,
c. Seller has good, marketable, fee simple title to the Property subject to the
established and existing covenants, conditions, restrictions and easements
on said Property.
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d. To Seller's knowledge: (i) no toxic or hazardous substances or wastes,
pollutants or contaminants (including, without limitation, asbestos, urea
formaldehyde, the group or organic compounds known as polychlorinated
biphenyls, petroleum precuts including gasoline, fuel oil, crude oil and
various constituents of such products, and any hazardous substance as
defined in the Comprehensive Environmental Response Compensation
and Liability Act of 1980 ("CERCLA"), 42 U.S.C. § 9601-9657, as
amended) have been generated, treated, stored, released or disposed of, or
otherwise placed, deposited in or located on the Property in violation of
applicable laws, nor has any activity been undertaken on the Property that
would cause or contribute to (aa) the Property to become a treatment,
storage or disposal facility within the meaning of, or otherwise bring
the Property within the ambit of, the Resource Conservation and Recovery
Act of 1976 ("RCRA"), 42 U.S.C. § 6901 et seq., or any similar state laws
or local ordinances, (bb) a release or threatened release in violation of
applicable law, or toxic or hazardous wastes or substances, pollutants or
contaminants, from the Property within the meaning of, or otherwise bring
the Property within the ambit of, CERCLA, or any applicable similar state
laws or local ordinances, or (cc) the discharge of any pollutants or
effluents in to any water source or system, the dredging or filling of any
waters or the discharge into the air of any emissions, that would require a
permit under the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et
seq., or the Clean Air Act, 42 U.S.C. § 7401 et seq., or any applicable
similar state laws or local ordinances; (ii) there are no substances or
conditions in or on the Property that support a claim or cause of action
under RCRA, CERCLA or any other applicable federal, state or local
environmental statutes, regulations, ordinances or other environmental
regulatory requirements; and (iii) no above ground or underground tanks
are located in or about the Property or have been located under, in or about
the Property and have subsequently been removed or filled.
4. Seller Conditions. Notwithstanding anything in this Agreement to the contrary,
Seller's obligation to proceed to Closing shall be subject to the following
conditions:
a. This Purchase Agreement must be approved by the City Council and the
Mayor of the City of Omaha.
b. Buyer shall observe and perform all of Buyer's covenants and agreements
contained herein.
5. Title Commitment and Inspection. Buyer shall promptly obtain from Title Company a
title insurance commitment (the "Title Commitment") to issue a policy of title insurance
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in the amount of the Purchase Price (the "Title Insurance Policy") insuring that as of the
recording of the Special Warranty Deed good and marketable fee simple title to the
Property is vested in Buyer subject only to the Permitted Exceptions. Within ten (10)
days after the later of Buyer's receipt of the Title Commitment or the full execution of
this Agreement by all parties, Buyer shall give written notice to Seller of any matters
disclosed in the Title Commitment which Buyer finds objectionable in its reasonable
discretion. Seller shall thereafter use its best efforts to correct and/or cure all such
objectionable matters prior to the Closing Date. In the event Seller fails to correct and/or
cure all of the objectionable matters prior to the Closing Date, Buyer may either elect to
terminate this Agreement by written notice to Seller, whereupon this Agreement shall be
deemed to be null and void, or may waive its objections as to the uncured title matters
and complete the Closing. Any matters disclosed in the Title Commitment and not
objected to by Buyer are herein called the "Permitted Exceptions."
The City shall make the property available for inspection by the Buyer, Buyer's
agent, employees, and contractors for a period of thirty (30) days from the execution of
this Agreement, and Buyer may, at Buyer's sole risk and expense, undertake a complete
inspection and survey of the Property as Buyer deems appropriate, including but not
limited to, the performance of soil and environmental tests, a review of applicable zoning
laws, covenants, and restrictions, and other necessary investigations to determine to
Buyer's satisfaction that the Property can be used for the construction and operation
thereon of the proposed business with accessory office space. If as a result of Buyer's
inspection, Buyer finds any condition related to the property which Buyer finds not to be
satisfactory, Buyer may elect to terminate this Agreement by written notice to Seller,
whereupon this Agreement shall be deemed to be null and void.
6. Buyer Conditions. Notwithstanding anything in this Agreement to the contrary, Buyer's
obligation to proceed to Closing shall be subject to the satisfaction of the following
conditions:
a. Seller's representations and warranties shall be true and accurate as of the
Closing Date.
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b. Seller shall have cured and/or corrected all matters in the Title
Commitment found objectionable by Buyer.
c. Seller shall have observed and performed all of Seller's covenants and
agreements contained herein.
7. Adjustments. The following shall be apportioned, prorated and/or adjusted between
Buyer and Seller on the Closing Date (the "Adjustments"):
a. All real estate taxes becoming delinquent in the year of Closing (if any)
shall be prorated between Buyer and Seller to the Closing Date.
b. The Seller shall pay all documentary transfer taxes (if any) and shall pay
all recording fees.
c. The Buyer shall pay the cost of the Title Commitment in the amount of the
purchase price (and the title insurance policy issued pursuant thereto).
d. Buyer and Seller shall pay equally all other usual and customary closing
costs and fees.
8. Closing Date. The Closing Date shall be on or before April 1, 2022 or within 30 days
from date of approval of sale by the Omaha City Council, or such other date as Buyer and
Seller may mutually agree. All conditions contained herein must be met prior to closing.
9. Closing. The Closing may, at Seller's discretion, be conducted through the offices of
Title Company. Title Company shall be responsible for the collection and disbursement
of the Purchase Price, including the payment of any liens or encumbrances against the
Property.
10. Closing Date Transactions. On the Closing Date, the following transactions shall
occur:
a. Seller shall convey the Property to Buyer by Special Warranty Deed, free
and clear of all liens, claims and encumbrances except the Permitted
Exceptions subject to the restrictions set out in the Special Warranty Deed.
b. Seller shall execute such affidavits as Title Company may require in
connection with the issuance of the Title Insurance Policy.
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c. Buyer shall pay the Purchase Price (after application of the Adjustments)
to Seller by certified or cashier's check or otherwise in immediately
available funds.
d. Without limiting the foregoing, Seller and Buyer agree to execute and
deliver such further instruments or documents and take such further acts as
may reasonably be required in order to fully effect the sale of the Property
to Buyer.
11. Eminent Domain. If, prior to the Closing, all or any portion of the Property shall be
taken by eminent domain, Seller shall promptly give notice thereof to Buyer, and Buyer
shall have the right to either waive the event and proceed to effect the Closing or to not
waive such event and cause this Agreement to terminate. If there shall be a taking and
Buyer shall elect not to terminate this Agreement but instead to effect the Closing, the
Purchase Price shall not be reduced, but Seller shall assign to Buyer all of Seller's rights
to all proceeds and awards with respect to such taking.
12. Notices. All notices and other communications which either party is required or desires
to send pursuant to the terms of this Agreement shall be in writing and shall be sent by
either certified United States mail, postage prepaid, return receipt requested, or delivered
personally. Notices and communications shall be deemed to have been given on the day
so mailed or on the date when personally delivered. Such notices and communications
shall be addressed to the parties as follows:
IF TO SELLER: Mr. Dave Fanslau, Planning Director
City of Omaha, Planning Department
1819 Farnam Street, Suite 1111
Omaha, NE 68183
Autumn Evans, City Planner
City of Omaha, Planning Department
1819 Farnam Street, Suite 1111
Omaha, NE 68183
Autumn.Evans(a,C ityo fOmaha.org
(402) 444-5150 Ext. 2023
IF TO BUYER: Wayne Kester
5
19801 Adams Street
Omaha,Nebraska 68132
infoAwayneandtonihomes.com
913-526-5593
13. Applicable Law. Parties to this Agreement shall conform to all existing and applicable
city ordinances, resolutions, state laws, federal laws, and all existing and applicable rules
and regulations. Nebraska law will govern the terms and the performance under this
Agreement.
14. Interest to the City. Pursuant to Section 8.05 of the Home Rule Charter, no elected
official or any officer or employee of the City of Omaha shall have a financial interest,
direct or indirect, in any City of Omaha contract. Any violation of this section with the
knowledge of the person or corporation contracting with the City of Omaha shall render
the contract voidable by the Mayor or Council.
15. Modification. This Agreement contains the entire agreement of the parties. No
representations were made or relied upon by either party other than those that are
expressly set forth herein. No agent, employee or other representative of either party is
empowered to alter any of the terms herein unless done in writing and signed by an
authorized officer of the respective parties, pursuant to Omaha Municipal Code Section
10-142. The Mayor may, without City Council approval, approve minor administrative
amendments to this Agreement.
16. Assignment. The parties may not assign its rights or obligations under this Agreement
without the express prior written consent of the other party; such consent not to be
unreasonably withheld. Seller acknowledges that Buyer may be acquiring the Property to
effect a Tax-Free Exchange under Section 1031 of the Internal Revenue Code of 1986, as
amended, and as a result Buyer shall have the right to assign its rights and obligations
under this Agreement to a qualified intermediary of Buyer's choice for the purpose of
completing such an exchange; provided, however, such assignment or exchange shall not
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delay the Closing or cause additional expense to Seller. Seller agrees to reasonably
cooperate with Buyer and such qualified intermediary in a manner necessary to complete
the exchange and to provide such documents and consents to Buyer relating thereto as
may be consistent with the terms and conditions of this Agreement. Buyer shall
indemnify, defend and hold Seller harmless for any costs, damages or other liabilities or
obligations relating to this Agreement.
17. Strict Compliance. All provisions of this Agreement and each and every document that
shall be attached shall be strictly complied with as written, and no substitution or change
shall be made except upon written direction from authorized representatives of the
parties.
18. Partial Invalidity. If any term, covenant, or condition of this Agreement or the
application thereof to any part, person, or circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement, or the application of such term,
covenant or condition shall be valid and shall be enforced to the full extent permitted by
law.
19. Binding Effect. This Agreement shall be binding upon the parties hereto and their
respective successors and assigns.
20. Non-discrimination and Statement of No Personal Financial Interest of City Officials:
a. Neither myself nor the City shall, in the performance of this Agreement,
discriminate or permit discrimination against any person with regard to race,
religion, color, sex, age, national origin, familial status, handicap status, gender
identification or sexual orientation.
b. Pursuant to Section 8.05 of the Home Rule Charter of the City of Omaha, no
elected official or any officer or employee of the City shall have a financial
interest, direct or indirect, in any City Agreement. Any violation of that Section
with the knowledge of the party contracting with the City shall render the
Agreement voidable.
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c. Parties to this Agreement shall conform with all existing and applicable City
ordinances, resolutions, state laws, federal laws, and all existing and applicable
rules and regulations. Nebraska law will govern the term and the performance
under this Agreement.
21. Special Provisions:
a. This Offer is subject to a Resolution approved by the City of Omaha City
Council approving the purchase of this property.
DATED this 3 day of tk.A1ANK.AtA , 2022.
BUYER: Wayne and Toni Homes, LLC
By: By:
Wayne Kester, Member
STATE OF NEBRASKA )
)SS
COUNTY OF DOUGLAS)
On this 3 day of MPVC \ , 2022, before me, a Notary
Public, in and for said County, personally came Wayne Kester, Member, on behalf of
Wayne and Toni Homes,LLC, a Limited Liability Company and
, of said Limited Liability Company, to me personally known
to be the respective member(s) of said Limited Liability Company and the identical person(s)
whose name(s) is (are) affixed to the foregoing instrument, and acknowledged the execution
thereof to be their respective voluntary act and deed as such member(s) and the voluntary act
and deed of said Limited Liability Company.
WITNESS my hand and Notarial Seal the day and year last above written.
Notarylir\d
Seal: GENERAL NOTARY State of Nebraska /L �f RO '��
� ASHLEY HALSEY NOTARY PTLIC
eft
_,L MY Comm.Exp.January 16,2023
�� � Y
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SELLER:
THE CITY OF OMAHA,NEBRASKA PLANNING DEPARTMENT
CITY OF OMAHA, a Municipal Corporation in
Douglas County,Nebraska
By:
David K. Fanslau, Planning Director
STATE OF NEBRASKA )
) SS
COUNTY OF DOUGLAS )
On this day of OcA OrCh , 2022, before me, a Notary
Public in and for said County, personally came David K. Fanslau, Planning Director, to me
personally known to be the identical person whose name is affixed to the foregoing
instrument, and acknowledged the execution thereof to be his voluntary act and deed and the
voluntary act and deed of said Municipal Corporation.
WITNESS my hand and Notarial Seal t a and ear last above written.
Notary Seal:
TARP PUBLIC
111, GENERAL NOTARY-State of Nebraska
iiq�, AUTUMN A. EVANS
"` My Comm.Exp.February 10,2023
APPROVED AS TO FORM:
ASS I�4T CI-CY"AT EY DATE
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Exhibit"A"
Purchase Agreement
Wayne and Toni Homes, LLC (Buyer)
and
City of Omaha(Seller)
Addresses and Legal Descriptions of Premises
The West 40 Feet of Lot 4, Block 5, Parkers Addition, an addition to the City of Omaha, as
surveyed,platted and recorded in Douglas County,Nebraska(Commonly known as 2521 Blondo
Street).
The East Forty Three Feet(43') of Lot Five(5),Block Five (5), Parkers Addition to the City of
City of Omaha, as Surveyed, Platted and Recorded in Douglas County,Nebraska(Commonly
known as 2525 Blondo Street).
If
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