Interstate Power and Light Company Memorandurm of Understanding for Potential Purchase of Excess Property at Former Power Plant SiteCity of Dubuque
City Council Meeting
Consent Items # 013.
Copyrighted
May 15, 2023
ITEM TITLE: City of Dubuque and Interstate Power and Light Company Memorandum
of Understanding Potential Purchase of Excess Property at Former
Power Plant Site
SUMMARY: City Manager recommending City Council adopt the attached resolution
authorizing the City Manager to execute the Memorandum of
Understanding Agreement between the City and Interstate Power and
Light Company (I PL) for the potential purchase of excess property at the
former Power Generation Plant site on 7th Street.
RESOLUTION Approving a Memorandum of Understanding between
the City of Dubuque and the Interstate Power and Light Company (I PL)
for the potential purchase of excess property at the former Power
Generation Plant Site on 7th Street
SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s)
DISPOSITION:
/_1AF_[61:ITil=1Z1�'3
Description
Type
MVM Memo
City Manager Memo
Staff Memo
Staff Memo
Resolution
Resolutions
MOU
Supporting Documentation
Exhibit B
Supporting Documentation
THE CITY OF
Dubuque
DUB TEE1.
All -America City
Masterpiece on the Mississippi
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: City of Dubuque and Interstate Power and Light Company Memorandum
of Understanding Potential Purchase of Excess Property at Former Power
Plant Site
DATE: May 9, 2023
Assistant City Engineer Robert Schiesl is recommending City Council adopt the
attached resolution authorizing the City Manager to execute the Memorandum of
Understanding Agreement between the City and Interstate Power and Light Company
(IPL) for the potential purchase of excess property at the former Power Generation
Plant site on 7th Street.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Mic ael C. Van Milligen
L[yTI LWA
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Gus Psihoyos, City Engineer
Robert Schiesl, Assistant City Engineer
Jenny Larson, Chief Financial Officer
Barry Lindahl, Senior Counsel
THE C
DUj!B9kFE
Masterpiece on the Mississippi
TO: Michael C. Van Milligen, City Manager
Gus Psihoyos, City Engineer
FROM: Robert Schiesl, Assistant City Engineer
Dubuque
AII•Amarica City
2007-2012.2013
2017*2019
SUBJECT: City of Dubuque and Interstate Power and Light Company
Memorandum of Understanding
Potential Purchase of Excess Property at Former Power Plant Site
DATE: May 10, 2023
INTRODUCTION
The purpose of this memo is to provide information and to request authorization for the
City Manager to execute the Memorandum of Understanding (MOU) Agreement
between the City of Dubuque and Interstate Power and Light Company (IPL) through
the adoption of the attached resolution, for the potential purchase of excess property at
former power plant site.
BACKGROUND
With the decommissioning of the Alliant Energy (IPL) Power Generation Plant on 7t"
Street, this allows IPL to evaluate the future use of the property and identify any potential
excess property that could be potentially acquired by the City.
Over the past year, City and Alliant Energy (IPL) staff have been collaborating to evaluate
potential excess property on the now vacant 7t" Street property. Of primary interest of the
City would be to acquire title ownership of the property where the existing floodwall and
levee system is situated on the 7th Street property, adjacent to Dove Harbor.
One of the identified potential uses of the excess property would allow the City an
opportunity to evaluate alternatives and the feasibility of developing a roadway through
the Alliant site which would extend Pine Street, from 9th / Kerper Blvd to 7th Street. The
potential extension of Pine Street would allow commercial traffic to use the US 61-151 on
/ off ramps at 9th Street to access a new Pine Street extension to 7th. This would provide
commercial vehicles that currently use 7th, 9th, Central, Washington and Jackson Streets
through the Historic Millwork District to get to the industrial businesses on 7th /
Commercial Street, a more efficient, safer, and direct route. The potential extension of
Pine Street would allow commercial traffic to bypass the Historic Mill District creating a
safer neighborhood for residents, pedestrians, and bicyclists.
The attached Real Estate Exhibit B shows the potential excess property at former power
plant site, totaling approximately 7.2 acres.
DISCUSSION
The Memorandum of Understanding (MOU) Agreement between the City and Interstate
Power and Light Company (IPL) outlines and memorializes preliminary terms that could
result in the execution of an offer to purchase potential excess property on and through
the former Alliant Energy (IPL) Power Generation Plant site on 7th Street.
Terms of the MOU are as follows:
1. IPL and City have agreed that IPL shall solicit proposals from a minimum of three
Licensed Land Surveyors and IPL and City shall mutually agree upon one of the
Surveyors to complete the survey plats of the Real Estate and City has agreed that
if City does not purchase the Real Estate, City shall reimburse IPL for one half of the
survey expenses.
2. IPL and City have agreed that IPL shall solicit proposals from a minimum of three
Licensed Appraisers and IPL and City shall mutually agree upon one of the
Appraisers to complete the appraisal of the Real Estate (the "Appraisal") and City
has agreed that if City does not purchase the Real Estate, City shall reimburse IPL
for one half of the Appraisal costs.
3. Upon completion, IPL shall provide the Survey and Appraisal to City for review. Not
less than thirty (30), City shall either (a) provide written notice to IPL that City does
not intend to purchase the Real Estate; or (b) provide written notice to IPL that City
does intend to purchase the Real Estate upon such terms and conditions as City
approves in its sole discretion in the Offer.
4. Initial costs of the Survey and Appraisal shall be paid by IPL. If City closes on the
purchase of the Real Estate, 50% of the Survey costs and 50% of the Appraisal
costs shall be added to the purchase price at closing. If City does not close on the
purchase of the Real Estate, City shall reimburse IPL for 50% of the Survey costs
and 50% of the Appraisal costs.
RECOMMENDATION
Senior Council, Barry Lindahl and I have worked with Alliant staff to prepare the MOU
and recommend that the City Council approve and authorize the City Manager to
execute the Memorandum of Understanding Agreement between the City and Interstate
Power and Light Company (IPL) for the potential purchase of excess property at the
former Power Generation Plant site on 7th Street.
REQUESTED ACTION
The City Council is requested to adopt the attached resolution authorizing the City
Manager to execute the Memorandum of Understanding Agreement between the City
and Interstate Power and Light Company (IPL) for the potential purchase of excess
property at the former Power Generation Plant site on 7th Street.
cc: Jenny Larson, Chief Financial Officer
Barry Lindahl, Senior Council, Legal Dept.
Prepared by: Bob Schies€, City of Dubuque Engineering, 50 W. 13" Street, Dubuque, IA 52001 (563)589-4270
Return to: Adreinne N. Breitfelder, City Clerk, 50W 13`" Street, Dubuque, IA 52001 (563)589-4100
RESOLUTION NO. 151-23
RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING BETWEEN
THE CITY OF DUBUQUE AND THE INTERSTATE POWER AND LIGHT COMPANY
(IPL) FOR THE POTENTIAL PURCHASE OF EXCESS PROPERTY AT THE FORMER
POWER GENERATION PLANT SITE ON 7TH STREET
WHEREAS, City and Interstate Power and Light Company (IPL) wish to
memorializes preliminary terms that could result in the execution of an offer to purchase
potential excess property (the "Real Estate") on and through the Alliant Energy (IPL)
former Power Generation Plant site on 7th Street located in Dubuque County, Iowa; and
WHEREAS, City wishes to purchase the Real Estate from IPL upon terms and
conditions acceptable to City in its sole discretion; and
WHEREAS, IPL and City have agreed that IPL shall solicit proposals from a
minimum of three Licensed Land Surveyors and IPL and City shall mutually agree upon
one of the Surveyors to complete the survey plats of the Real Estate and City has agreed
that if City does not purchase the Real Estate, City shall reimburse IPL for one half of the
survey expenses; and
WHEREAS, IPL and City have agreed that IPL shall solicit proposals from a
minimum of three Licensed Appraisers and IPL and City shall mutually agree upon one
of the Appraisers to complete the appraisal of the Real Estate (the "Appraisal") and City
has agreed that if City does not purchase the Real Estate, City shall reimburse IPL for
one half of the Appraisal costs; and
WHEREAS, Upon completion, IPL shall provide the Survey and Appraisal to City
for review. Not less than thirty (30), City shall either (a) provide written notice to IPL that
City does not intend to purchase the Real Estate; or (b) provide written notice to IPL that
City does intend to purchase the Real Estate upon such terms and conditions as City
approves in its sole discretion in the Offer; and
WHEREAS, Initial costs of the Survey and Appraisal shall be paid by IPL. If City
closes on the purchase of the Real Estate, 50% of the Survey costs and 50% of the
Appraisal costs shall be added to the purchase price at closing. If City does not close on
the purchase of the Real Estate, City shall reimburse IPL for 50% of the Survey costs and
50% of the Appraisal costs.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
SECTION 1. The Memorandum of Understanding Agreement is hereby approved.
SECTION 2. The City Manager is hereby authorized to execute the Memorandum
of Understanding Agreement between the City and Interstate Power and Light Company
(IPL) for the potential purchase of excess property at the former Power Generation Plant
site on 7th Street.
Passed, approved, and adopted this 15th day of May 2023.
Attest:
Adrienne N. Breitfelder, CIVIC City Clerk
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MEMORANDUM OF UNDERSTANDING
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
INTERSTATE POWER AND LIGHT COMPANY
REGARDING PURCHASE OF FORMER DUBUQUE PLANT PROPERTY
This Memorandum of Understanding (this “MOU”), dated for reference purposes the day
of May, 2023, by and between Interstate Power and Light Company, an Iowa corporation (“IPL”) and the
City of Dubuque (“City”).
WHEREAS, City and IPL wish to memorialize preliminary terms that could result in the execution
of an Offer and Acceptance in a form substantially similar to that attached hereto as Exhibit A (the “Offer”)
respecting the sale and purchase of certain real property located in Dubuque County, Iowa and depicted on
the map attached hereto as Exhibit B (the “Real Estate”); and
WHEREAS, City wishes to purchase the Real Estate from IPL upon terms and conditions
acceptable to City in its sole discretion; and
WHEREAS, City will not approve the Offer until survey plats legally describing the Real Estate
are completed and approved by the City in accordance with the requirements of Iowa law and the City’s
subdivision ordinance; and
WHEREAS, IPL and City have agreed that IPL shall solicit proposals from a minimum of three
Licensed Land Surveyors and IPL and City shall mutually agree upon one of the Surveyors to complete the
survey plats of the Real Estate (the “Survey”) and City has agreed that if City does not purchase the Real
Estate, City shall reimburse IPL for one half of the survey expenses as set forth herein; and
WHEREAS, IPL and City have agreed that IPL shall solicit proposals from a minimum of three
Licensed Appraisers and IPL and City shall mutually agree upon one of the Appraisers to complete the
appraisal of the Real Estate (the “Appraisal”) and City has agreed that if City does not purchase the Real
Estate, City shall reimburse IPL for one half of the Appraisal costs as set forth herein.
NOW, THEREFORE, THE PARTIES STATE THE FOLLOWING:
1.Recitals Incorporated. The foregoing recitals are hereby incorporated into this MOU.
2.Survey; Appraisal. City and IPL agree that IPL shall engage a company to complete survey
plat(s) of the Real Estate (the “Survey”). IPL shall also solicit proposals from three certified
appraisers and IPL and City shall mutually agree upon one of the appraisers to complete the
appraisal of the Real Estate (the “Appraisal”).
3.Survey and Appraisal Review. Upon completion, IPL shall provide the Survey and Appraisal
to City for review. Not less than thirty (30) business days after delivery of the Survey and
Appraisal, City shall either (a) provide written notice to IPL that City does not intend to
purchase the Real Estate (“Declination Notice”) and this MOU shall then be of no further force
19th
or effect; or (b) provide written notice to IPL that City does intend to purchase the Real Estate
(“Acceptance Notice”) upon such terms and conditions as City approves in its sole discretion
in the Offer.
4. Exclusivity. For a period of sixty days following the date of this MOU (the “Exclusivity
Period”), IPL shall not negotiate with, or accept any offer from, any other person for the
conveyance of all or any portion of the Real Estate.
5. Finalization of Offer. During the Exclusivity Period, the parties shall in good faith negotiate
the terms and conditions of the Offer. If the parties are unable to reach a mutual agreement on
the terms of the Offer within the Exclusivity Period, neither party will have any further
obligations to negotiate the Offer.
6. Closing. The Closing shall be not later than sixty days after the date of the final accepted Offer
or at such other date as the Parties agree.
7. Survey and Appraisal Costs. The initial costs of the Survey and Appraisal shall be paid by
IPL. (a) If City closes on the purchase of the Real Estate, 50% of the Survey costs and 50% of
the Appraisal costs shall be added to the purchase price at closing. (b) If City does not close on
the purchase of the Real Estate, City shall reimburse IPL for 50% of the Survey costs and 50%
of the Appraisal costs, such reimbursement shall be due Thirty (30) days after the Declination
Notice is made or Thirty (30) days after the Time for Acceptance has expired and the Offer has
not been accepted.
8. Representation. City and IPL each agree and acknowledge they have received, or had a full
and fair opportunity to receive, legal advice with respect to their rights and obligations
hereunder, and that they are fully advised of and understand the terms of this MOU. The Parties
agree and acknowledge that under no circumstances shall the terms of this MOU be construed
for or against any Party because one or more provisions was drafted by such Party or such
Party’s attorney.
9. Notices. All notices and deliveries under this Agreement shall be deemed to be properly served
if the same be delivered to the Parties at the following addresses:
To IPL: Manager of Real Estate and Right of Way
Alliant Energy
PO Box 351
200 First St. SE
Cedar Rapids IA 52401-0351
To the City: City Manager
City of Dubuque
City Hall, 50 West 13th Street
Dubuque IA 52001
10.General. This MOU may not be assigned by either Party, and any such assignment shall be
void. Under no circumstances shall headings be construed to have any legal effect whatsoever,
and the Parties agree the headings are inserted for convenience and organization purposes only.
The Parties agree that any disputes arising out of this Agreement shall be tried in the Iowa
District Court for Dubuque County, and the Parties consent to jurisdiction in Dubuque County,
Iowa.
11.Counterparts. This MOU may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall be deemed one and the same instrument.
12.Binding Effect. Except for the provisions set forth in sections 2, 3, 4, 5, and 7, this MOU is a
statement of intent only and is not intended to and does not constitute a legally binding
commitment or agreement of the parties to buy or sell the Real Estate. No element of this MOU
nor any expression of interest in the Real Estate will constitute a binding offer to purchase the
Real Estate by the City until approved by the City Council. Any Offer drafted pursuant to
section 5 of this MOU will not bind the City until the same is approved by the City Council.
Dated this day of May, 2023
INTERSTATE POWER AND LIGHT COMPANY
_________________________________________________
Heather Dee
Manager Real Estate and ROW, Joint Facilities, and Permitting
THE CITY OF DUBUQUE
_________________________________________________
Michael Van Milligen
City Manager
________________________________________________________
19th
Prepared by: Bob Schies€, City of Dubuque Engineering, 50 W. 13" Street, Dubuque, IA 52001 (563)589-4270
Return to: Adreinne N. Breitfelder, City Clerk, 50W 13`" Street, Dubuque, IA 52001 (563)589-4100
RESOLUTION NO. 151-23
RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING BETWEEN
THE CITY OF DUBUQUE AND THE INTERSTATE POWER AND LIGHT COMPANY
IPL) FOR THE POTENTIAL PURCHASE OF EXCESS PROPERTY AT THE FORMER
POWER GENERATION PLANT SITE ON 7TH STREET
WHEREAS, City and Interstate Power and Light Company (IPL) wish to
memorializes preliminary terms that could result in the execution of an offer to purchase
potential excess property (the "Real Estate") on and through the Alliant Energy (IPL)
former Power Generation Plant site on 7th Street located in Dubuque County, Iowa; and
WHEREAS, City wishes to purchase the Real Estate from IPL upon terms and
conditions acceptable to City in its sole discretion; and
WHEREAS, IPL and City have agreed that IPL shall solicit proposals from a
minimum of three Licensed Land Surveyors and IPL and City shall mutually agree upon
one of the Surveyors to complete the survey plats of the Real Estate and City has agreed
that if City does not purchase the Real Estate, City shall reimburse IPL for one half of the
survey expenses; and
WHEREAS, IPL and City have agreed that IPL shall solicit proposals from a
minimum of three Licensed Appraisers and IPL and City shall mutually agree upon one
of the Appraisers to complete the appraisal of the Real Estate (the "Appraisal") and City
has agreed that if City does not purchase the Real Estate, City shall reimburse IPL for
one half of the Appraisal costs; and
WHEREAS, Upon completion, IPL shall provide the Survey and Appraisal to City
for review. Not less than thirty (30), City shall either (a) provide written notice to IPL that
City does not intend to purchase the Real Estate; or (b) provide written notice to IPL that
City does intend to purchase the Real Estate upon such terms and conditions as City
approves in its sole discretion in the Offer; and
WHEREAS, Initial costs of the Survey and Appraisal shall be paid by IPL. If City
closes on the purchase of the Real Estate, 50% of the Survey costs and 50% of the
Appraisal costs shall be added to the purchase price at closing. If City does not close on
the purchase of the Real Estate, City shall reimburse IPL for 50% of the Survey costs and
50% of the Appraisal costs.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
SECTION 1. The Memorandum of Understanding Agreement is hereby approved.
SECTION 2. The City Manager is hereby authorized to execute the Memorandum
of Understanding Agreement between the City and Interstate Power and Light Company
IPL) for the potential purchase of excess property at the former Power Generation Plant
site on 7th Street.
Passed, approved, and adopted this 15th day of May 2023.
Attest:
Adrienne N. Breitfelder, CIVIC City Clerk
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EXHIBIT A
OFFER AND ACCEPTANCE
TO INTERSTATE POWER AND LIGHT COMPANY (“Seller”) :
1.REAL ESTATE DESCRIPTION. The Buyer offers to buy real estate in Dubuque County, Iowa, described
as follows:
See Legal Description, Exhibit B attached hereto and made a part hereof:
with any easements and appurtenant servient estates, and subject only to the following: a) any zoning
and other ordinances; b) any covenants of record acceptable to the City; c) and any easements of record
for public utilities, roads, and highways; (the “Real Estate”).
2.PRICE. The purchase price shall be:
($ ) (the “Purchase Price”), payable at Closing with adjustments as provided in this Offer.
3.REAL ESTATE TAXES. Seller shall pay all real estate taxes which are a lien on the Real Estate prior to
possession and any unpaid real estate taxes payable in prior years. Seller shall pay its prorated share,
based upon the date of possession, of the real estate taxes, if any, for the fiscal year commencing July
1 prior to Closing, due and payable on the following fiscal year. Buyer shall be given a credit for such
proration, if any, at Closing based upon the last known actual net real estate taxes payable according
to public records. Buyer shall pay all subsequent real estate taxes.
4.SPECIAL ASSESSMENTS.
Seller shall pay all installments of special assessments which are a lien on the Real Estate and, if not
paid, would become delinquent during the calendar year this Offer is accepted, and all prior
installments thereof.
All other special assessments shall be paid by Buyer.
5.RISK OF LOSS. Risk of loss prior to Seller’s delivery of possession and Closing of the Real Estate to
Buyer shall remain with the Seller. Seller shall insure the improvements located on the Real Estate
against loss from casualty in an amount equal to their full replacement value until Closing.
6.CONDITION OF REAL ESTATE.
a.The Seller shall preserve the Real Estate, including buildings, grounds, and all improvements,
in its present condition until Closing, ordinary wear and tear excepted.
b.Within 5 days of the date Seller accepts this Offer, the Seller will provide physical or electronic
copies of all documents in its possession concerning the Real Estate to the Buyer, including
but not limited to surveys, as-built drawings, site plans, maps, historical records, reports,
studies, investigations, audits, actions, or tests, relating in any way to the physical or
environmental condition of the Real Estate (“Due Diligence Documents”). The Seller
authorizes the Buyer to speak to any person involved in the preparation of the Due Diligence
Documents. The obligation of the Seller to supply the information, materials, reports, and
documents described in this Section 6(b) shall be continuing and the Seller shall promptly
supply the Buyer with any additional such materials obtained by the Seller prior to Closing.
c.At any time prior to the Closing (“Buyer Due Diligence Period”), Buyer may, at Buyer’s
expense, perform tests, studies, and inspections to determine the suitability of the Real Estate
for Buyer’s intended use, which study may include, but not be limited to, Buyer’s evaluation
of the Due Diligence Documents; a physical inspection of the Real Estate by persons of Buyer’s
choice; Buyer’s inspection and review of all agreements, leases, conveyances, encumbrances,
restrictive covenants, contracts, or easements affecting the Real Estate in any manner
whatsoever; environmental assessments; and other tests, studies, and inspections relevant to
Buyer’s ability to use the Real Estate for its intended purposes. If Buyer is not satisfied for
any reason whatsoever with the results of its study of the Real Estate, then on or before the
expiration of the Buyer Due Diligence Period, Buyer may, in its sole discretion, terminate this
Offer by providing written notice to Seller.
d.The Seller agrees that during the Buyer Due Diligence Period, Seller shall provide Buyer and
its representatives and consultants with full and complete access to the Real Estate so that
Buyer can perform its due diligence thereon, including without limitation, surveys, audits, tests,
physical inspections, title examinations, appraisal inspections, air, soil, and water samples,
temporary monitoring wells and soil borings, and other environmental and engineering audits
by which Buyer can determine in its sole discretion that the Real Estate is suitable for Buyer’s
intended purpose.
e.Except as otherwise required by this Offer, the Seller shall sell and the Buyer shall accept the
Real Estate “as is, where is, with all faults.”
7.POSSESSION AND CLOSING. If the parties timely perform all obligations, possession and closing of the
Real Estate shall be delivered to Buyer on or before , 2023 (the “Closing”).
8.FIXTURES. All property that integrally belongs to or is part of the Real Estate, whether attached or
detached, shall be considered a part of Real Estate and included in the sale.
9.USE OF PURCHASE PRICE. Seller acknowledges and agrees that, at Closing, funds of the Purchase Price
may be used to pay taxes and other liens and to acquire outstanding interests, if any, of others before
the proceeds are paid to the Seller.
10. ABSTRACT AND TITLE. Seller, at its expense, shall promptly obtain an abstract of title to the Real Estate
continued through the date of acceptance of this Offer, and deliver it to Buyer for examination. It
shall show merchantable title in Sellers in conformity with this agreement, Iowa law and Title
Standards of the Iowa State Bar Association. The abstract shall become the property of the Buyer
when the Purchase Price is paid in full. Seller shall pay the costs of any additional abstracting and title
work due to act or omission of Seller, including transfers by or the death of Seller or its assignees. In
the event that a subdivision of the Real Estate or other land of which the Real Estate is a part is
necessary to effect the Closing, Seller shall pay for the cost of the extension of the abstract following
the recordation of any subdivision plat with the relevant county recorder.
11.DEED. Upon payment of Purchase Price, Seller shall convey the Real Estate to Buyers or the Buyer’s
assignees, by Warranty Deed, free and clear of all liens, restrictions, and encumbrances except as
provided in 1.a. through 1.c. Any general warranties of title shall extend to the time the deed is
recorded.
12.TIME IS OF THE ESSENCE. Time is of the essence in this Offer and Acceptance.
13.REMEDIES OF THE PARTIES:
a.Seller’s sole and exclusive remedy for Buyer’s breach, repudiation, or failure to timely perform
this Offer is to terminate this Offer by written notice to Buyer and to recover Seller’s out of pocket
costs associated with this transaction in an amount not to exceed $10,000.
b.If the Seller breaches, repudiates, or otherwise fails to timely perform this Offer, Buyer may elect
to: (i) terminate this Offer by written notice to Buyer and to recover Seller’s out of pocket costs
associated with this transaction in an amount not to exceed $10,000, or (ii) pursue any other
available remedy. If the Buyer is the prevailing party in any action arising out of this agreement,
it shall be entitled to judgment that includes its costs and attorney’s fees.
14.APPROVAL OF COURT. If the sale of the Real Estate is subject to Court approval, the fiduciary shall
promptly submit this contract for such approval. If this Offer is not so approved within 20 days
following the date this Offer is accepted, Buyer may terminate by providing written notice to Seller.
15.ASSIGNMENT. Neither party may transfer to any other person (i) any discretion granted under this
Offer, (ii) any right under this Offer, (iii) any remedy under this Offer, or (iv) any obligation imposed
under this Offer.
16.TIME FOR ACCEPTANCE. If this Offer and Acceptance is not accepted by the Seller on or before
, 2023, it shall become void and all payments shall be repaid to the Buyer.
17.Environmental Conditions.
a.Seller represents and warrants that there are no abandoned wells, solid waste disposal sites,
hazardous wastes or substances, underground storage tanks, burial sites, or private wastewater
disposal systems located on the Real Estate, the Real Estate does not contain radon gas, asbestos
or asbestos containing building materials, or urea-formaldehyde foam insulation, and Seller has
done nothing to cause or allow contamination of the Real Estate with hazardous wastes, substances,
or pollutants. Seller represents and warrants that the Real Estate is not subject to any local, state,
or federal judicial or administrative action, investigation or order regarding any environmental
matter.
b.Seller shall, at its sole cost and expense, protect, defend, indemnify, defend, release, and hold Buyer
harmless from and against any and all losses imposed upon or incurred by or asserted against or
suffered by Buyer and directly or indirectly arising out of or in any way relating to any one or more
of the following (except to the extent the same relates solely to a hazardous substance first
introduced to the Real Estate by the Buyer): (a) the past, present, or future presence, release, or
threatened release of any hazardous substance in, on, above, or under the Real Estate; (b) any past,
present, or threatened noncompliance or violations of any federal, state, or local laws now existing
or hereafter enacted in connection with the Real Estate or operations thereon; (c) any legal or
administrative processes or proceedings or judicial proceedings in any way connected with any
matter addressed in section 17(a); (d) any personal injury, wrongful death, or property or other
damage arising under any statutory or common law or tort law theory concerning any hazardous
substances that may exist on the Real Estate; and (e) any misrepresentation and inaccuracy in any
representation or warranty or material breach or failure to perform any of the covenants or other
obligations pursuant to this Offer. Seller acknowledges that losses it is required to indemnify Buyer
against include, but not by way of limitation, any costs reasonably necessary to remediate the Real
Estate to a state in which it does not pose a threat to the public safety, without regard to whether
such remediation is voluntary or is required by a government authority.
c. The parties acknowledge that the Buyer is acquiring the Real Estate as an innocent landowner or
bona fide prospective purchaser as the applicable term is used in the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. 9601, et. seq., and Seller shall freely
cooperate with Buyer in obtaining and sustaining that status.
d. These environmental provisions shall survive closing.
18. EASEMENTS. At Closing, Buyer agrees to grant any required easements to Seller as may be deemed
necessary for the operation of the utility on Seller’s form of easement at no further cost to Seller.
19. FURTHER DOCUMENTATION. Buyer and Seller agree in good faith to execute such further or
additional documents as may be necessary or appropriate to carry out the intent and purpose of this
Offer and Acceptance.
20. SUBDIVISION. In the event that a subdivision of the Real Estate or a parcel of land of which the Real
Estate comprises a part is required to allow Seller to convey the Real Estate in conformance with Iowa
Code Section 354 and / or the subdivision ordinance of the municipality or county in which the Real
Estate is situated, Buyer and Seller shall work together in good faith to subdivide the Real Estate. In
the event that Seller is unable to secure approval by the applicable authority to subdivide the Real
Estate on or before Closing, Buyer may terminate this Offer and Acceptance by providing Buyer
written notice thereof.
21. NOTICE. For a notice under this Offer to be valid, it must be in writing and must be delivered either
(i) in person, (ii) via certified mail to the address noted below, or (iii) via email if the receiving party
consents to receiving notice via email. All notices shall be effective upon receipt.
If to the Seller:
__________________
__________________
__________________
If to the Buyer:
City of Dubuque, Iowa
ATTN: ______________________
____________________
____________________
22. CHOICE OF LAW. All claims relating to this Offer shall be governed by the laws of the State of Iowa
without regard to principles of conflicts of law.
23. FORUM. The sole and exclusive jurisdiction for any action arising from or relating to this Offer shall be
in the state courts located in the county in which the Real Estate is located.
24. SURVIVAL. This Offer shall survive the Closing.
25. ENTIRE AGREEMENT. This Offer constitutes the entire understanding between the parties with respect
to the subject matter of this agreement and supersedes all other agreements, whether written or
oral, between the parties.
26.MODIFICATION AND WAIVER. No amendment of this Offer will be effective unless it is in writing and
signed by both parties. No waiver under this Offer will be effective unless it is in writing and signed by
the party granting the wavier.
27.SEVERABILITY. The parties agree that if a dispute between the parties arises out of this Offer, they
would want the court to interpret this Offer as follows:
a.With respect to any provision that it holds to be unenforceable, by modifying that
provision to the minimum extent necessary to make it enforceable or, if that modification
is not permitted by law, by disregarding that provision;
b.If an unenforceable provision is modified or disregarded in accordance with this section,
by holding that the rest of this Offer will remain in effect;
c.By holding that any unenforceable provision will remain as written in any circumstances
other than those in which the provision is held to be unenforceable; and
d.If modifying or disregarding the unenforceable provision would result in failure of an
essential purpose of this Offer, by holding the entire Offer unenforceable.
28. GROUNDWATER HAZARDS. Seller represents and warrants to Buyer that the there is no known private
burial site, well, solid waste disposal site, underground storage tank, hazardous waste, or private
sewage disposal system on the property as described in Iowa Code Section 558.69, and therefore this
transaction is exempt from the requirement to submit a groundwater hazard statement.
29.COUNTERPART AND ELECTRONIC SIGNATURES. This Offer may be executed in two or more
counterparts, each of which shall be deemed an original but all of which together shall constitute one
and the same instrument. Facsimile and PDF signatures are as effective as original signatures.
DATED:
Buyer Buyer
This Offer and Acceptance is accepted ,2023.
INTERSTATE POWER AND LIGHT COMPANY (Seller)
By: