ORD 41071 - Agmt for sale of city owned real property to CHI Nebraska )
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Omaha,Nebraska 68183
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James R.Thele
City of Omaha Director
Jean Stothert,Mayor
Honorable President
and Members of the City Council
The attached Ordinance approves an Agreement with CHI Nebraska, a Nebraska Non-profit
Corporation doing business as CHI Health, 12809 West Dodge Road, Omaha, NE 68154. The
agreement authorizes the City to sell four parcels of land located near North 25th Street and
Indiana Street between 953 and 985 N. 25th Street, to be integrated into the hospital campus
currently under construction which adjoins the properties.
The sale price is established by a real estate appraisal of the properties. No City funds will be
expended on this project or to convey the property.
Your favorable consideration of this Ordinance is requested.
Sincerely, Referred to City Council for Consideration:
a -T-iet-ia-P-e_ tilqii7 ‹Cti...._- __ 1
t0 ames R. Thele Date Mayor's Office Date
Planning Director
Approved as to Funding:
-
40, /t- 1 3) 17
Step n B. Curtiss ilcy ate
Finance Director
2483 dlh
ORDINANCE NO. y/e,7/
AN ORDNANCE approving an Agreement for the sale of City-owned real property; to provide
that notwithstanding any provisions of the Omaha Municipal Code to the contrary, the
City is authorized to enter into the attached Real Estate Purchase Agreement with CHI
Nebraska, a Nebraska Non-profit Corporation doing business as CHI Health, 12809 West
Dodge Road, Omaha, NE 68154, to convey the property described in the attached
agreement, located near 25th and Indiana Streets at 953, 963, 971, and 985 N. 25th Street
to be integrated into the hospital campus currently under construction which adjoins the
properties, in consideration of the sum of Seventy Thousand and NO/100 Dollars
($70,000.00); there are no expenses associated with the transfer of the property to CHI
Nebraska; and to provide the effective date hereof.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA:
Section 1. Notwithstanding any portion of the Omaha Municipal Code to the contrary,
the attached Real Estate Purchase Agreement with CHI Nebraska is hereby approved and the
Mayor is hereby authorized to execute, and the City Clerk to attest, any documents necessary or
appropriate to convey the property described in the attached agreement, in consideration of the
sum of Seventy Thousand and NO/100 Dollars ($70,000.00). There are no expenses associated
with the transfer of the property to CHI Nebraska.
Section 2. Upon completion of the conditions in the attached Agreement, the Mayor of
the City of Omaha is hereby authorized and empowered to execute a Warranty Deed to said
property, and the City Clerk to attest the same, to CHI Nebraska, a Nebraska non-profit
corporation.
Section 3. That this Ordinance, not being legislative in character, shall take effect upon
the date of its passage in accord with Section 2.12 of the Omaha Municipal Code.
ORDINANCE NO. //()7/
PAGE TWO
INTRODUCED BY COUNCILMEMBER
ni I APPROVED BY:
a?D/7
PASSED
MAR " 7 2017 4 ® _/liSOR OF THE CITY OF OMAHA TE
A5; 0 / 4� /o'��63./ /C,(
ATTEST: 0 //z/e',S
CLERK OF THE CITY OF OMA ATE
APPROVED AS TO FORM:
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li s-i -CI'PfATTOkNE DATE
2483 dlh
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REAL ESTATE PURCHASE AGREEMENT
CHI NEBRASKA, a Nebraska non-profit corporation doing business as CHI HEALTH,
("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 described as:
See Attachment"A"
d. "Purchase Price" shall mean Seventy Thousand and No/100 Dollars
($70,000.00).
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.
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,
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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,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.
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 payable 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.
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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 December 31,2017 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.
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.
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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: James R. Thele,
Planning Director
City of Omaha
Omaha/Douglas Civic Center
1819 Farnam Street, Suite 1100
Omaha,NE 68183
WITH COPIES TO: Paul Kratz
Omaha City Attorney
1819 Farnam Street, Suite 804
Omaha,NE 68183
IF TO BUYER: CHI Nebraska
Attn: Don Mandel, Regional Director, Real Estate
The McAuley Fogelstrom Center
12809 West Dodge Road
Omaha, NE 68154
WITH COPIES TO: CHI Nebraska
Attn: Legal Services Group
12809 West Dodge Road
Omaha,NE 68154
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
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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 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.
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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 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.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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BUYER: CHI NEBRASKA
Jeanett . Wojtalew'
I s: Chief Financial Officer
STATE OF NEBRASKA )
)SS
COUNTY OF DOUGLAS)
The forgoing instrument was acknowledged before me on ` 1 Litt,z`� / 7 , 2017 by
Jeanette M. Wojtalewicz, Chief Financial Officer of CHI Nebraska Nebra`'ka non-profit
corporation, on behalf of the Corporation.
WITNESS my hand and Notarial Seal the day and year last above written.
Notary Seal: kJl:4�.� -� w
NOTARY PU IC
1 SHARI J RAWSON I
I General Notary I
State of Nebraska
My Commission Expires Dec 19,2019
[THIS SPACE INTENTIONALLY LEFT BLANK]
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SELLER: CITY OF OMAHA, a Municipal Corporation in
Douglas County,Nebraska
ATTES . BY:
#0 /9/W/7 1-4 3/04/7
Buster Brown, Jean Stothert,
City Clerk, City of Omaha Mayor, City of Omaha
STATE OF NEBRASKA )
) SS
COUNTY OF DOUGLAS )
C\41--
On this day of______ , 20 f,before me,allotary
Public in and for said County, personally came Jean Stothert, Mayor of the City of Omaha,
Nebraska, a Municipal Corporation,to me personally known to be the respective officer of said
Municipal corporation and the identical person whose name is affixed to the foregoing
instrument,and acknowledged the execution thereof to be their respective voluntary act and deed
as Mayor and the voluntary act and deed of said Municipal Corporation.
WITNESS my hand and Notarial Seal the day and year last above written.
ill, GENERAL NOTARY-State of Nebraska
Notary Seal: �� Comm.Ex L. flUa & ..S., A t ... 6,-Kkr c
I: ~'_ My om Exp.January 14,2018
NOTARY PUBLIC
STATE OF NEBRASKA )
) SS
COUNTY OF DOUGLAS )
On this i day of0.TC.L , 20 11,before me,a Notary
Public in and for said County,personally came Buster Brown,City Clerk of the City of Omaha to
me personally known to be the respective officer of said Municipal corporation and the identical
person whose name is affixed to the foregoing instrument, and acknowledged the execution
thereof to be their respective voluntary act and deed as City Clerk and the voluntary act and deed
of said Municipal Corporation.
WITNESS my hand and Notarial Seal the day and year last above written.
NotarySeal: GENERAL NGTANY-State of Nebraska \ L L .
a c.�
Nil JENNA L.GARCIA
My Comm.Exp.January 14,2018 NOTARY PUBLIC
APPROVED AS TO FORM:
1/44/7
ASSI ANT A ORNEY DATE
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Attachment"A"
Purchase Agreement
City of Omaha(Seller)
and
CHI Nebraska(Buyer)
Addresses and Legal Descriptions of Premises
953 N. 25th Street
The North Fifty-two Feet(52') of Lot Twenty-three (23) and the South One-half('/2) of Lot
Twenty-Four(24), Block One (1), Armstrong's First (1st)Addition, an addition in the City of
Omaha, as surveyed, platted, and recorded, in Douglas County,Nebraska (* See note below)
*The south one-half of Lot 24, Block 1, Armstrong's First Addition was formerly known
as a strip of land described as follows: Commencing at the Northwest Corner of said Lot
Twenty-three (23), Block One (1), Armstrong's First(lst) Addition, and running thence
East One Hundred Twenty-seven feet(127'), thence North Six-Tenths Foot(6/10 foot),
thence Westerly to a point One Foot(1') directly North of the Point of beginning,thence
South One Foot(1')to the place of beginning, all being within the Southeast Quarter(SE
1/4) of Section Sixteen (16), Township Fifteen (15),North, Range Thirteen (13), East of
the 6th P.M., in Douglas County,Nebraska.
963 N. 25th Street
The North Thirty-four feet (34) of the West One Hundred and Five feet(105) and the North
Forty-five Feet(45) of the East Twenty-two Feet(22) of Lot Twenty-five (25), Block One (1),
Armstrongs 1st Addition, an addition in the City of Omaha, as surveyed, platted, and recorded, in
Douglas County,Nebraska. (* See note below)
*Also described as that part of Lot Twenty-five (25), Block One (1), Armstrong's First
Addition to the City of Omaha, as surveyed platted and recorded, described as follows:
Beginning at the Northwest corner of said Lot, thence South along the West line of said
Lot, Thirty-four Feet (34'), thence due East One Hundred Five Feet (105'),thence South
Eleven Feet(11'),thence due East Twenty-two Feet(22'),thence north along the east line
of said Lot, Forty-Five Feet(45')to the Northeast Corner of said Lot, thence west along
the North line of said Lot to the place of beginning, in Douglas County,Nebraska.
971 N. 25th Street
Lot Twenty-six (26) and the South Twenty Feet(20')of Lot Twenty-seven (27), Block One(1),
Armstrongs First(1 st)Addition to the City of Omaha, as surveyed,platted, and recorded, in
Douglas County,Nebraska.
985 N. 25th Street
The North Thirty Feet(30') of the West Fifty-seven Feet(57') of Lot Twenty-eight (28), Block
One (1), Armstrongs First(lst) Addition, an addition to the City of Omaha, as surveyed, platted,
and recorded, in Douglas County,Nebraska.
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ORDINANCE NO. y//a7/ .
AN ORDINANCE approving an Agreement
for the sale of City-owned real property; to
provide that notwithstanding any provisions
of the Omaha Municipal Code to the
contrary, the City is authorized to enter into
the attached Real Estate Purchase Agreement
with CHI Nebraska, a Nebraska Non-profit
Corporation doing business as CHI Health,
12809 West Dodge Road,Omaha,NE 68154,
to convey the property described in the
attached agreement, located near 25th and
Indiana Streets at 953, 963, 971, and 985 N.
25th Street to be integrated into the hospital
campus currently under construction which
adjoins the properties,in consideration of the
sum of Seventy Thousand and NO/100
Dollars ($70,000.00); there are no expenses
associated with the transfer of the property to PRESENTED TO COUNCIL
CHI Nebraska; and to provide the effective
date hereof.
1st Rea ing FEB 1 4 2017 " i/ y
2483 dlh 8 /� f..S C?/� - L'
I r 4121/,4/ _ ,(
4‘:).‘ Hearing FEB 2 8 2017--6ker �a
PUBLICATIONS
PUBLICATION OF HEARING Final Reading MAR - 7 2017
Date
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PUBLICATION OF ORDINANCE /4 /&
5 - 17 BUSTER BROWN
City Clerk
Date -