RES 2019-0590 - Real Estate Purchase Agmt with Omaha Permaculture for sale of 4 city-owned parcels �.,[' ` 1�� City Clerk Office Use Only:
RESOLUTION NO.
Publication Date(if-ppli able):
Agenda Date: .
Department: ;if
Submitter: 91I►;!�rL�(� � ,
CITY OF OMAHA
LEGISLATIVE CHAMBER
Omaha, Nebraska
RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA:
WHEREAS, the City of Omaha and Omaha Permaculture wish to enter into
the attached Real Estate Purchase Agreement ("Agreement") for the sale and transfer of
four (4) parcels of land to Omaha Permaculture, which parcels are located at 4001, 4005,
and 4009 North 33rd Street and 2708 Fort Street, as legally described on the attached
Exhibit "A" ("Real Property"), in consideration of the sum of One thousand and 00/100
Dollars ($1,000.00); and,
WHEREAS, the Real Property, is located within a Community
Redevelopment Area and is subject to the objectives of two redevelopment plans, the
Northwest Community Council Revitalization Area (4001, 4005, and 4009 North 33rd
Street) and the 30th and Fort Street Redevelopment Plan (2708 Fort Street); and,
WHEREAS, Neb. Rev. Stat. §18-2118 of the Nebraska Community
Development Law provides that real property located within an approved Community
Redevelopment Area may be transferred or sold for fair value, taking into account and
giving consideration to the objectives, uses and purposes required by such plans for the
prevention of the recurrence of substandard and blighted areas; and,
WHEREAS, on May 1, 2019, the Planning Board of the City of Omaha, upon
the recommendation of the Planning Department, recommended approval of the transfer
and sale of the Real Property; and,
WHEREAS, it is in the best interest of the City of Omaha and the residents
thereof to enter into an Agreement with the Omaha Municipal Land Bank for the sale of
the Real Property.
RESOL TION NO. 02DJq D
PAGE c�(
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 Omaha Permaculture, for the sale of four
City-owned parcels of property; to provide that notwithstanding any provisions of the
Omaha Municipal Code to the contrary and upon completion of the conditions in the
attached Agreement, 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 Omaha
Permaculture 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 generally
known as 4001,4005, and 4009 North 33rd Street and 2708 Fort Street, in consideration of
the sum of One thousand and 00/100 Dollars ($1,000.00); and no expenses associated
with the transfer of these properties.
APPROVED AS TO FORM:
*es ITY ATTORNEY DATE
Ado ted: JUN 11 2019 -1 -0
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Attest:
City lerk
Approved: " �J i�/}�_ jur—f' ,
Mayor
PIn1172jp
REAL ESTATE PURCHASE AGREEMENT
Omaha Permaculture, a Nebraska Nonprofit Corporation, ("Buyer") and CITY OF
OMAHA, a Municipal Corporation in the State of Nebraska, ("Seller"), hereby agree as follows:
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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 described as:
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See Attachment"A"
d. "Purchase Price" shall mean One Thousand and 00/100 Dollars($1,000.00).
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.
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
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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, the Closing shall be subject to the following conditions:
a. This Purchase Agreement must be approved by the City Council of the City of
Omaha.
b. Buyer shall observe and perform all of Buyer's covenants and agreements
contained herein.
c. This Purchase Agreement,subsequent closing,and recording of a deed to convey
the Property to Buyer is contingent upon Buyer securing financing and/or other
means sufficient to,and for the purpose of,constructing affordable single-family
housing the design of which must be approved by the City of Omaha.
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5. . Title Commitment and Inspection. Buyer shall promptly obtain a title insurance
commitment (the "Title Commitment"). Within ten (10) days after Buyer's receipt of the Title
Commitment, 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,
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whereupon this Agreement shall be deemed to be null and void.
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6. Buyer Conditions. Notwithstanding anything in this Agreement to the contrary,the
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.
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.
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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. Buyer shall pay the cost of the Title Commitment (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 June 3,2019 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 warranty deed,free and clear of
all liens, claims and encumbrances except those of record and subject to the
established and existing covenants,conditions,restrictions and easements on
said Property.
b. Seller shall execute such affidavits as Title Company may require in
connection with the issuance of the title insurance policy.
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.
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.
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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,
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Planning Director
City of Omaha
Planning Department
1819 Farnam Street
Omaha,NE 68183
IF TO BUYER: Gus Van Roenn, Executive Director
Omaha Permaculture
4871 NW Radial Highway
Omaha,NE 68104
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
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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 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.
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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 because of race, sex,age,
or political or religious opinions, or affiliations in violation of federal or state laws
or local ordinances.
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.
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 an Ordinance approved by the City of Omaha City Council
approving the purchase of this property.
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S.
DATED this 1 day of May , 2019. •
BUYER:
OMAHA PERMACULTURE.
I I
By: W�
Gus on Roenn
• Its:Executive Director
STATE OF NEBRASKA )
)SS
COUNTY OF DOUGLAS)
The forgoing instrument was acknowledged before me on cf\o. / \ , 2019 by
Gus Von Roenn, Executive Director for Omaha Permaculture, a Nebraska nonprofit Corporation,
on behalf of the Corporation.
WITNESS my hand and Notarial Seal the day and year last above written.
Notary Seal: MUM NOT -Mat'of Nebraska
' AUTUMN A.EVANS
MY Cemm•Exp.February 10,2023 TARP PUBLIC
[THIS SPACE INTENTIONALLY LEFT BLANK]
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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 22. day of m , 2019, 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 the day and year last above written.
Notary Seal:
GENERAL NOTARY-stare or Nebraska NO ARY PUBLIC
JM AUTUMN A.EVANS
My Comm.Exp,February 10,2023
APPROVED AS TO FORM:
s /L ?//
ASSIS ANT CITY ATT Y DATE
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Attachment"A"
Purchase Agreement
Omaha Permaculture(Buyer)
and
City of Omaha(Seller)
Addresses and Legal Descriptions of Premises
1. 4001 North 33rd Street
Lot 6, Block 18,Druid Hill Addition, an addition to the City of Omaha, as surveyed,
platted, and recorded in Douglas County,Nebraska.
2. 4005 North 33rd Street
Lot 5, Block 18,Druid Hill Addition,an addition to the City of Omaha, as surveyed,
platted, and recorded in Douglas County,Nebraska.
3. 4009 North 33rd Street
Lot 4, Block 18,Druid Hill Addition, an addition to the City of Omaha, as surveyed,
platted,and recorded in Douglas County,Nebraska..
4. 2708 Fort Street
Lot 25,Ellistone Park Place, and addition to the City of Omaha, as surveyed,platted, and
recorded in Douglas County,Nebraska.
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