Purchase Agreement Approval for Purchase of Dubuque County Owned Parcel, 1119358006City of Dubuque
City Council Meeting
Consent Items # 012.
Copyrighted
November 6, 2023
ITEM TITLE: Purchase Agreement Approval for Purchase of Dubuque County Owned
Parcel, 1119358006
SUMMARY: City Manager recommending City Council approve the acquisition of real
property owned by Dubuque County, Iowa by the City of Dubuque and
approve any other related steps necessary to carry out the terms of the
Offer through the adoption of the enclosed resolution.
RESOLUTION Approving an offer to buy real estate and acceptance for
the purchase by the City of Dubuque, Iowa of real property owned by
Dubuque County, Iowa
SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
Description Type
MVM Memo City Manager Memo
Staff Memo Staff Memo
Resolution Resolutions
Purchase Agreement Supporting Documentation
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Purchase Agreement Approval for Purchase of Dubuque County Owned
Parcel, 1119358006
DATE: November 2, 2023
Project Manager Steve Sampson Brown is recommending City Council approve the
acquisition of real property owned by Dubuque County, Iowa by the City of Dubuque
and approve any other related steps necessary to carry out the terms of the Offer
through the adoption of the enclosed resolution.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
v
Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Gus Psihoyos, City Engineer
Steve Sampson Brown, Project Manager
Jenny Larson, Chief Financial Officer
Nate Kieffer, Land Surveyor
THE CITY OF
DUB E
Masterpiece on the Mississippi
Dubuque
2007-2012.2013
2017*2019
TO: Michael C. Van Milligen - City Manager
FROM: Steve Sampson Brown - Project Manager
SUBJECT: Purchase Agreement Approval for Purchase of Dubuque County Owned
Parcel, 1119358006.
DATE: October 31, 2023
INTRODUCTION
The purpose of this memorandum is to seek authorization to purchase a 0.32 acre parcel
comprised of City Lots Lot 2 of Lot 28, Lot 2 of Lot 29, Lot 2 of Lot 30, Lot 2 of Lot 31, Lot
2 of Lot 32, Lot 2 of Lot 33, Lot 2 of Lot 34, Lot 2 of Lot 35, Lot 2 of Lot 36, Lot 2 of Lot
37, and Lot 2 of Lot 38 all of Block 17 in Dubuque Harbor Improvement Company Addition
in the City of Dubuque, Iowa.
BACKGROUND
On July 1, 2020, the City of Dubuque and Viterra USA Grain, LLC (Viterra) entered into
a lease agreement for the riverfront industrial land adjacent to the Shot Tower
(Commercial Street Site). As part of the executed lease agreement Viterra was granted
rights to use the rail spur track that connects the Commercial Street Site with their two
additional lease sites located on the 12th Street peninsula adjacent to Kerper Blvd. The
spur tracks are used to moved bulk commodities from the Mississippi River, through the
leased areas, and on the mainline railroad tracks owned by the Canadian National
Railway.
While working with Viterra to coordinate their redevelopment of the Commercial Street
Site which included realignment of the spur tracks serving this leased area, it was
determined that the spur tracks that connect the Commercial Street Site to the Viterra
12th Street peninsula sites travel a short distance across two small parcels of land that
are not owned by the City of Dubuque. Dubuque County is the current owner of the
referenced 0.32-acre parcel and has indicated their willingness to convey this parcel to
the City of Dubuque so it may add to the current Commercial Street Site lease agreement
with Viterra.
DISCUSSION
Dubuque County has agreed to sell the subject parcel of land to the City for $1.00. To
accomplish the transfer of properties between the City of Dubuque and Dubuque County
the attached Purchase Agreement has been negotiated.
Page 1 of 2
RECOMMENDATION
I recommend that the attached resolution approving the acquisition of real property owned
by Dubuque County, Iowa by the City of Dubuque be submitted to the City Council for
consideration and adoption.
ACTION TO BE TAKEN
I respectfully request that the City Council adopt the attached resolution approving the
acquisition of real property owned by Dubuque County, Iowa by the City of Dubuque and
approve any other related steps necessary to carry out the terms of the Offer through the
adoption of the enclosed resolution.
TES/ssb
cc: Gus Psihoyos - City Engineer
Jenny Larson — Chief Financial Officer
Nate Kieffer — City Surveyor
Page 2of2
Prepared by Steve Sampson Brown Pro'ect Manager, 50 W. 13th St. Dubuque, IA 52001 563 589-4276
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 131h St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 359-23
APPROVING AN OFFER TO BUY REAL ESTATE AND ACCEPTANCE FOR THE
PURCHASE BY THE CITY OF DUBUQUE, IOWA OF REAL PROPERTY OWNED BY
DUBUQUE COUNTY, IOWA
WHEREAS, Dubuque County is the owner of the following real described property:
City Lots Lot 2 of Lot 28, Lot 2 of Lot 29, Lot 2 of Lot 30, Lot 2 of Lot 31, Lot 2 of Lot 32,
Lot 2 of Lot 33, Lot 2 of Lot 34, Lot 2 of Lot 35, Lot 2 of Lot 36, Lot 2 of Lot 37, and Lot 2
of Lot 38 all of Block 17 in Dubuque Harbor improvement Company Addition in the City
of Dubuque, Iowa
(the County Property); and
WHEREAS, City and Dubuque County have entered into the Purchase Agreement a
copy of which is attached hereto, subject to the approval of the City Council of the City of
Dubuque, pursuant to which Dubuque County will convey the County Property to City; and
WHEREAS, the City Council has tentatively determined that it would be in the best
interests of the City to approve the Purchase Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA AS FOLLOWS:
Section 1. The Offer to Buy Real Estate and Acceptance is hereby approved.
Section 2. That the City of Dubuque be and is hereby authorized to accept a Special
Warranty Deed from Dubuque County For the County Property.
Section 3. That the City Clerk be and is hereby authorized and directed to cause
said Special Warranty Deed to be recorded in the office of the Dubuque County Recorder,
together with a certified copy of this Resolution.
Section 4. That the City Clerk be and is hereby directed to forward a copy of this
Resolution to the Dubuque County Assessor and the Dubuque County Auditor.
Section 5. The City Manager is authorized to take such action as may be necessary
to carry out the terms of the Offer to Buy Real Estate and Acceptance.
Passed, approved and adopted this 6th day of November, 2023.
rad M. t3yaeaigh, Mayor
Attest;
Adrienne N. Breitfelder, City Clerk
OFFER TO BUY REAL ESTATE AND ACCEPTANCE
(NONRESIDENTIAL)
TO: County of Dubuque, Iowa, SELLER
The undersigned BUYER hereby offers to buy and the undersigned SELLER by its
acceptance agrees to sell the real property situated in Dubuque, Iowa, Parcel Number
1119501004, legally described as:
Lot 2 of Lot 28, Lot 2 of Lot 29, Lot 2 of Lot 30, Lot 2 of Lot 31, Lot 2 of Lot 32, Lot
2 of Lot 33, Lot 2 of Lot 34, Lot 2 of Lot 35, Lot 2 of Lot 36, Lot 2 of Lot 37, and Lot
2 of Lot 38 all of Block 17 in Dubuque Harbor Improvement Company Addition in
the City of Dubuque, Iowa
together with any easements and appurtenant servient estates, but subject to any reasonable
easements of record for public utilities or roads, any zoning restrictions, customary restrictive
covenants, and mineral reservations of record, if any, herein referred to as the "Property," upon
the following terms and conditions.
1. PURCHASE PRICE. The Purchase Price shall be $1.00 and the method of
payment shall be as follows: cash or other means acceptable to SELLER at closing.
2. REAL ESTATE TAXES. SELLER shall pay prorated real estate taxes for the fiscal
year in which the closing takes place to the date of possession and any unpaid real estate taxes
payable in prior years. BUYER shall pay all subsequent real estate taxes.
Unless otherwise provided in this agreement, at closing SELLER shall pay BUYER, or
BUYER shall be given a credit for, taxes from the first day of November prior to possession to
the date of possession based upon the last known actual net real estate taxes payable according
to public records. However, if such taxes are based upon a partial assessment of the present
property improvements or a changed tax classification as of the date of possession, such
proration shall be based on the current levy rate, assessed value, legislative tax rollbacks and
real estate tax exemptions that will actually be applicable as shown by the assessor's records
on the date of possession.
3. SPECIAL ASSESSMENTS.
A. SELLER shall pay in full at time of closing all special assessments which are a lien
on the Property as of the date of closing.
B. If "A" is stricken, then SELLER shall pay at time of closing all installments of special
assessments which are a lien on the Property and, if not paid, would become delinquent during
the calendar year this offer is accepted, and all prior installments thereof.
C. All charges for solid waste removal, sewage and maintenance that are attributable
to SELLER'S possession, including those for which assessments arise after closing, shall be
paid by SELLER.
D. Any preliminary or deficiency assessment which cannot be discharged by payment
shall be paid by SELLER through an escrow account with sufficient funds to pay such liens when
payable, with any unused funds returned to SELLER.
E. BUYER shall pay all other special assessments or installments not payable by
SELLER.
4. RISK OF LOSS AND INSURANCE. SELLER shall bear the risk of loss or damage
to the Property prior to closing or possession, whichever first occurs. SELLER agrees to maintain
existing insurance and BUYER may purchase additional insurance. In the event of substantial
damage or destruction prior to closing, this agreement shall be null and void; provided, however,
BUYER shall have the option to complete the closing and receive insurance proceeds regardless
of the extent of damages. The Property shall be deemed substantially damaged or destroyed if
it cannot be restored to its present condition on or before the closing date.
5. CLOSING. The closing shall take place on the Closing Date which shall be on or
before the 16th day of October, 2023, or such other date as the parties shall agree in writing but
in no event shall the Closing Date be later than the 1 st day of November, 2023. Consummation
of the closing shall be deemed an agreement of the parties to this Agreement that the conditions
of closing shall have been satisfied or waived.
6. FIXTURES. Included with the Property shall be all fixtures that integrally belong
to, are specifically adapted to, or are a part of the real estate, whether attached or detached.
Also included shall be the following: none. The following items shall not be included: any and all
inventory, equipment and other personal property of any type on the premises.
7. CONDITION OF PROPERTY. The Property as of the date of this agreement,
including grounds, and all improvements, will be preserved by the SELLER in its present
condition until possession, ordinary wear and tear excepted. SELLER makes no warranties,
express or implied, as to the condition of the Property.
A. BUYER acknowledges that it has made a satisfactory inspection of the Property
and are purchasing the Property in its existing condition, subject to BUYER'S rights as set forth
in paragraph 10B below.
8. ABSTRACT AND TITLE. BUYER, at its expense, shall promptly obtain an
abstract of title to the Property continued through a date within 30 days of the Closing. It shall
show merchantable title in SELLER in conformity with this agreement, Iowa law, and title
standards of the Iowa State Bar Association. The SELLER shall make every reasonable effort
to promptly perfect title. If closing is delayed due to SELLER'S inability to provide marketable
title, this agreement shall continue in force and effect until either party rescinds the agreement
after giving 10 days written notice to the other party. The abstract shall become the property of
BUYERS when the Purchase Price is paid in full. SELLER shall pay the costs of any additional
abstracting and title work due to any act or omission of SELLER, including transfers by or the
death of SELLER or its assignees.
9. SURVEY. BUYER may, at BUYER'S expense prior to closing, have the Property
surveyed and certified by a registered land surveyor. If the survey shows any encroachment on
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the Property or if any improvements located on the Property encroach on lands of others, the
encroachments shall be treated as a title defect.
10. ENVIRONMENTAL MATTERS.
A. SELLER makes no representation and offers no warranty to BUYER pertaining to
a Groundwater Hazard Statement. BUYER acknowledges that Real Estate is being sold by the
SELLER as -is.
B. Within fourteen (14) days after acceptance of this Agreement, SELLER will make
available for BUYER's review , at no cost to BUYER, all documents in the Possession of the
SELLER which are not publicly available, including but not limited to as -built drawings, site plans,
maps, historical records showing past use of the Real Estate and storage of petroleum products
or other products, reports, studies, investigations, audits, actions, or tests, relating in any way
with the environmental condition of the Real Estate, to the compliance of the Real Estate with
the federal and state environmental laws or the presence of hazardous substances on, at, or
about the Real Estate, including but not limited to those that were: (a) prepared for SELLER or
any related party or affiliate or predecessor in interest; or (b) prepared for other persons or
entities, and are in the possession, custody or control of SELLER or any related party or affiliate
or predecessor in interest (collectively, the "Environmental Documents"). BUYER shall be
entitled to make copies of all such documents, at BUYER's cost. SELLER authorizes BUYER to
speak to any person involved in the preparation of the Environmental Documents. At no cost to
BUYER, SELLER shall cooperate with BUYER in obtaining reliance agreements, if permitted
under the law, for any previous environmental site assessments or other reports.
C. Following the execution hereof by both parties, BUYER may, at BUYER's expense,
but no later than thirty (30) calendar days before closing, obtain an environmental site
assessment from a qualified environmental professional regarding the existence or nature of any
hazardous materials, substances, conditions, or wastes located on the Real Estate. If any
recognized environmental concerns are identified by the environmental professional, BUYER's
obligations hereunder shall be contingent upon the SELLER removing such materials,
substances, conditions, wastes, or other concerns identified in the report from the Real Estate
in a matter reasonably satisfactory to BUYER. Following any testing or inspections conducted
pursuant to this paragraph, BUYER agrees to restore the premises to its prior condition, ordinary
and reasonable wear and tear excepted.
11. DEED. Upon payment of the purchase price, SELLER shall convey the Real
Estate to BUYER or BUYER'S assignee by Quit Claim Deed free and clear of all liens,
restrictions and encumbrances, except: zoning ordinances and agreements entered under them,
and easements and restrictions of record, which constitutes merchantable title for purposes of
this transaction. Any general warranties of title shall extend only to the time of acceptance of this
Offer, with special warranties as to acts of SELLER continuing up to time of delivery of the Deed.
12. JOINT TENANCY IN PROCEEDS AND IN REAL ESTATE. If SELLER,
immediately preceding acceptance of the offer, holds title to the Property in joint tenancy with
full right of survivorship, and the joint tenancy is not later destroyed by operation of law or by
acts of the SELLERS, then the proceeds of this sale, and any continuing or recaptured rights of
3
SELLERS in the Property, shall belong to SELLERS as joint tenants with full rights of
survivorship and not as tenants in common; and BUYERS, in the event of the death of any
SELLER, agree to pay any balance of the price due SELLERS under this agreement to the
surviving SELLERS and to accept a deed from the surviving SELLERS consistent with
paragraph 11.
13. STATEMENT AS TO LIENS. If BUYERS intend to assume or take subject to a
lien on the Property, SELLERS shall furnish BUYERS with a written statement prior to closing
from the holder of such lien, showing the correct balance due.
14. USE OF PURCHASE PRICE. At the time of settlement, funds of the Purchase
Price may be used to pay taxes and other liens and to acquire outstanding interests, if any, of
others.
15. 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 contract is not so
approved, it shall be void.
16. REMEDIES OF THE PARTIES.
A. If BUYER fails to timely perform this agreement, SELLER may forfeit it as provided
in the Iowa Code (Chapter 656), and all payments made shall be forfeited; or, a SELLER'S
option, upon 30 days written notice of intention to accelerate the payment of the entire balance
because of BUYER'S default (during which 30 days the default is not corrected), SELLER may
declare the entire balance immediately due and payable. Thereafter this agreement may be
foreclosed in equity and the court may appoint a receiver.
B. If SELLER fails to timely perform this agreement, BUYER has the right to have all
payments made returned to them.
C. BUYER and SELLER are also entitled to utilize any and all other remedies or
actions at law or in equity available to them, and the prevailing party shall be entitled to obtain
judgment for costs and attorney fees.
17. NOTICE. Any notice under this agreement shall be in writing and be deemed
served when it is delivered by personal delivery or mailed by certified mail, addressed to the
parties at the addresses given below.
18. GENERAL PROVISIONS. In the performance of each part of this agreement, time
shall be of the essence. Failure to promptly assert rights herein shall not, however, be a waiver
of such rights or a waiver of any existing or subsequent default. This agreement shall apply to
and bind the successors in interest of the parties. This agreement shall survive the closing. This
agreement contains the entire agreement of the parties and shall not be amended except by a
written instrument duly signed by SELLER and BUYER. Paragraph headings are for
convenience of reference and shall not limit or affect the meaning of this agreement. Words and
phrases herein shall be construed as in the singular or plural number, and as masculine,
feminine or neuter gender according to the context.
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19. ADDITIONAL PROVISIONS.
A. This offer is subject to final approval of the City Council of the City of Dubuque,
Iowa and the Board of Supervisors of Dubuque County, Iowa.
a. BUYER, its counsel, accountants, agents and other representatives, shall have full
and continuing access to the real estate and all parts thereof, upon reasonable notice to SELLER
for the purpose of inspecting, surveying, engineering, test boring, performance of environmental
tests and such other work as BUYER shall consider appropriate, provided that BUYER shall hold
SELLER harmless and fully indemnify SELLER against any damage, claim, liability or cause of
action arising from or caused by the actions of BUYER, its agents, or representatives upon the
real estate (except for any damage, claim, liability or cause of action arising from conditions
existing prior to any such entry upon the real estate), and shall have the further right to make
such inquires of governmental agencies and utility companies, etc. and to make such feasibility
studies and analysis as BUYER considers appropriate.
b. SELLER shall be responsible for payment of any commission or brokerage fee
arising out of this transaction, which fee shall be payable through the closing proceeds.
C. SELLER warrants that the rights of all tenants shall be terminated by SELLER prior
to closing and that there will be no tenants whose rights in the real estate survive the closing,
except the rights of SELLER as set forth on Exhibit A hereto.
d. Notwithstanding anything to the contrary herein, until 10 days prior to the closing
date, BUYER shall have the right to terminate this agreement if environmental issues exist on
the real estate the BUYER determines in its sole discretion do not permit BUYER to use the real
estate for its intended use. Prior to terminating this agreement pursuant to this section, BUYER
shall offer SELLER the opportunity to remediate the real estate to the satisfaction of BUYER in
its sole discretion and at SELLER's sole costs.
21. ACCEPTANCE. When accepted, this agreement shall become a binding contract.
If not accepted and delivered to BUYER on or before the 1st day of November, 2023, this
agreement shall be null and void and all payments made shall be returned immediately to
BUYER. If accepted by SELLER at a later date and acceptance is satisfied in writing, then this
agreement shall be valid and binding.
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Accepted
SELLER
COUNTY OF DUBUQUE, IOWA
Dated
BUYER
CITY OF DUBUQUE, IOWA
By:
Michael C. Van Milligen, City Manager
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