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Purchase Agreement between the City of Dubuque, Rabbit Hollow Nature Conservancy, Inc. and Iowa Natural Heritage FoundationCity of Dubuque City Council Meeting Consent Items # 018. Copyrighted June 17, 2024 ITEM TITLE: Purchase Agreement between the City of Dubuque, Rabbit Hollow Nature Conservancy, Inc. and Iowa Natural Heritage Foundation SUMMARY: City Manager recommending City Council adopt a resolution approving the Purchase Agreement between the City of Dubuque, Rabbit Hollow Nature Conservancy, Inc. and Iowa Natural Heritage Foundation for the property, legally described as follows: Lot 2 of Lot 2 of Lot 1 of Mineral Lot 507, in the City of Dubuque, Iowa, necessary for the construction of Phase One of the Old Mill Road Lift Station Project. RESOLUTION Approving a Purchase Agreement between the City of Dubuque, Rabbit Hollow Nature Conservancy, Inc. and Iowa Natural Heritage Foundation and authorizing the acceptance of the deed to certain real estate in Dubuque County, Iowa SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s) DISPOSITION: ATTACHMENTS: Description Type MVM Memo City Manager Memo Memo Staff Memo Resolution Resolutions Agreement Resolutions THE CITY OF Dubuque DUB TEE1. All -America City Masterpiece on the Mississippi � pp zoo�•*o 13 zoi720zoi9 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Purchase Agreement between the City of Dubuque, Rabbit Hollow Nature Conservancy, Inc. and Iowa Natural Heritage Foundation DATE: June 13, 2024 Senior Counsel Barry Lindahl is recommending City Council adopt a resolution approving the Purchase Agreement between the City of Dubuque, Rabbit Hollow Nature Conservancy, Inc. and Iowa Natural Heritage Foundation for the property, legally described as follows: Lot 2 of Lot 2 of Lot 1 of Mineral Lot 507, in the City of Dubuque, Iowa, necessary for the construction of Phase One of the Old Mill Road Lift Station Project. An appraisal of the property was completed by Cook Appraisal with an appraised value of $45,000 which is the proposed purchase price. I concur with the recommendation and respectfully request Mayor and City Council approval. Mic ael C. Van Milligen MCVM-sv Attachment CC' Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Barry Lindahl, Senior Counsel Todd Irwin, Engineering Technician THE CI DUUB�QTE Masterpiece on the Miss BARRY A. LINDAHL, E SENIOR COUNSEL MEMO To: Michael Van Milligen City Manager DATE: June 17, 2024 Dubuque 1111-Azeriea ctIly -.cue rimrn�:. i tr z I 2007•2012.2013 2017*2019 RE: Purchase Agreement between the City of Dubuque, Rabbit Hollow Nature Conservancy, Inc. and Iowa Natural Heritage Foundation. Attached is a Purchase Agreement between the City of Dubuque, Rabbit Hollow Nature Conservancy, Inc. and Iowa Natural Heritage Foundation for the property legally described as follows: Lot 2 of Lot 2 of Lot 1 of Mineral Lot 507, in the City of Dubuque, Iowa The property is shown on the attached exhibit. The purchase of the property is necessary for the construction of Phase One of the Old Mill Rd. Lift Station Project. Phase One consists of the lift station, site improvements and gravity and force main sanitary sewer extending to just outside of the perimeter of the property to be purchased, for the lift station. Phase Two will consist of the installation of the remaining gravity and force main sanitary sewer, from the new lift station to WRRC, and is planned to be bid in late FY25 and as funding allows. This separation between phases will allow for a clear contractual responsibility between the two project phases. The new gravity sewers and force main piping will be placed within existing right of way and easements along with the proposed easements yet to be acquired. An appraisal of the property was completed of $45,000 which is the proposed purchase between Rabbit Hollow and INHF. by Cook Appraisal with an appraised value price. The purchase price will be allocated The proposed FY25 budget for the Old Mill Rd. Lift Station project includes $300,000 identified for property acquisition, which will be used for this lot purchase and the purchase of the proposed easements, that will also be acquired to complete the project. OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944 TELEPHONE (563) 583-41131 FAx (563) 583-10401 EMAIL balesq@dtyofdubuque.org I recommend that the attached resolution approving the Purchase Agreement be submitted to the City Council for consideration and adoption. BAL:jmm cc: Crenna Brumwell, City Attorney Todd Irwin, Engineering Technician a M k WO, � � Prepared by Bagy A. Lindal Esq. 300 Main St. Ste. 330 Dubuque IA 52001-6944 563 583-4113 Return to Adrienne N. Breitfelder, City Clerk, 50 W. 13'h St., Dubuque, IA 52001, (563) 589-4100 RESOLUTION NO. 190 - 24 APPROVING A PURCHASE AGREEMENT BETWEEN THE CITY OF DUBUQUE, RABBIT HOLLOW NATURE CONSERVANCY, INC. AND IOWA NATURAL HERITAGE FOUNDATION AND AUTHORIZING THE ACCEPTANCE OF THE DEED TO CERTAIN REAL ESTATE IN DUBUQUE COUNTY, IOWA Whereas, Rabbit Hollow Nature Conservancy, Inc. (Rabbit Hollow) is the owner of the following described real property: Lot 2 of Lot 2 of Lot 1 of Mineral Lot 507, in the City of Dubuque, Iowa (the Property); and Whereas, City, Rabbit Hollow and Iowa Natural Heritage Foundation have tentatively entered into a Purchase Agreement for the Property, a copy of which is attached hereto, subject to City Council approval; and Where the City Council finds that it is in the best interests of the City of Dubuque to approve the Purchase Agreement and accept the Deed from Rabbit Hollow. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE AS FOLLOWS: Section 1. The Purchase Agreement is hereby approved. Section 2. The Mayor is hereby authorized and directed to sign the Purchase Agreement on behalf of the City of Dubuque and to take such action as may be necessary to carry out the terms of the Purchase Agreement. Section 3. The City Clerk is hereby authorized to accept the Deed from Rabbit Hollow Nature Conservancy, Inc. and to record the Deed with the Dubuque County Recorder. Passed, approved and adopted this 17th day of June, 2024. 9��.�avanqo, Mayor Attest: Adrienne N. Breitfelder, City Clerk PURCHASE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA, RABBIT HOLLOW NATURE CONSERVANCY, INC., AND IOWA NATURAL HERITAGE FOUNDATION TO: Rabbit Hollow Nature Conservancy, Inc. and Iowa Natural Heritage Foundation The City of Dubuque, Iowa (City) hereby offers to buy and the undersigned Rabbit Hollow Nature Conservancy, Inc. (Rabbit Hollow) by its acceptance agree to sell the real property legally described as: Lot 2 of Lot 2 of Lot 1 of Mineral Lot 507, in the City of Dubuque, Iowa (the Property) 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, upon the following terms and conditions. WHEREAS, City seeks the acquisition of property and easements for the construction of the Old Mill Road Lift Station Project, which will include a lift station, site improvements and gravity and force main sanitary sewer extending to just outside of the perimeter of the Property to be purchased, for the lift station; and WHEREAS, the Old Mill Road Lift Station Project is an essential and critical public improvement for the effective handling of the sanitary sewage needs in the area. The existing Catfish Creek interceptor sewer system is comprised of the Catfish Creek interceptor sewer, the North Fork Interceptor Sewer, the Middle Fork Interceptor Sewer and the South Fork Interceptor sewer. The interceptor sewers receive flow from the west and southwestern 1/3 of the city and were installed beginning in 1957 and into the late 1960's. They are located along and under Catfish Creek and its branches as they extend westward. A recent study and flow evaluation, focused on the Catfish Creek Interceptor system, has shown that the interceptor sewers have reached or are near their capacity during dry weather flow. Computer modeling of the system performance indicates that during wet weather, areas of the system become pressurized which may be an indication of sanitary sewer overflows; and WHEREAS, Two of the City's existing major sanitary sewer interceptors, the North Fork (includes flow from the Middle fork Sewer) and South Fork interceptor sewers, converge into the single Catfish Creek interceptor sewer, near the proposed site of the Old Mill Road Lift Station. The existing Catfish Creek interceptor sewer then conveys the combined flow to the Catfish Creek lift station, near the City's wastewater treatment plant. Similar to the other interceptor sewers, the existing Catfish Creek interceptor follows Catfish Creek, crossing under it several times before reaching the existing lift station. WHEREAS, the Old Mill Road Lift Station Project is the first of several planned projects to replace and upgrade the aging and undersized system. The proposed lift station will accept the flow from the interceptor sewers that converge in the area and pump the sewage directly to the City's wastewater treatment plant. Once the proposed lift station and force mains are in operation, approximately 80 to 90 percent of the flow will be removed from the existing undersized Catfish Creek Interceptor sewer and Catfish Creek Lift Station. The proposed force main alignment was selected to minimize impact to the creek and surrounding habitat areas, as well as limiting the possibility of damage to the force mains due to flood events and natural creek meandering. WHEREAS, all other potential sites for the lift station have been exhaustively considered and found to be unworkable; and WHEREAS, the Property is subject to a Deed of Conservation Easement (Conservation Easement) granted to Iowa Natural Heritage Foundation recorded at Instrument Number 2019- 00006345, Records of Dubuque County, Iowa; and WHEREAS, construction of the Old Mill Road Lift Station Project is inconsistent with the Purpose and Conservation Values of the Conservation Easement and is deemed a Prohibited Use in the Conservation Easement, and NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereby enter into this Purchase Agreement in good faith and in lieu of condemnation. SECTION 1. CONSIDERATION. The Purchase Price for the Property shall be $45,000 paid in cash at Closing. Purchase Price shall be distributed between Rabbit Hollow and Iowa Natural Heritage Foundation in accordance with Paragraph 9.1 and Paragraph 9.2 of the Conservation Easement as follows: Rabbit Hollow: $ 22,835.82 Iowa Natural Heritage Foundation: $22,164.18 SECTION 2. REAL ESTATE TAXES. Rabbit Hollow 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. City shall pay all subsequent real estate taxes. SECTION 3. SPECIAL ASSESSMENTS. Rabbit Hollow shall pay in full at time of closing all special assessments which are a lien on the Property as of the date of closing. SECTION 4. CLOSING. The closing on the Property shall take place on the Closing Date which shall be 30 days after entry of the Declaratory Judgement extinguishing the Conservation Easement on the Property when transferred to City or such other date as the parties agree in writing. Consummation of the closing shall be deemed an agreement of the parties to this Purchase Agreement that the conditions of closing shall have been satisfied or waived. SECTION S. ABSTRACT AND TITLE. Rabbit Hollow at its expense shall promptly obtain an abstract of title to the City Property continued through a date within 30 days of the Closing and deliver it to the City's attorney for examination. It shall show merchantable title in Rabbit Hollow and in conformity with this Purchase Agreement, Iowa law, and title standards of the Iowa State Bar Association. Rabbit Hollow shall make every reasonable effort to promptly perfect title. If closing is delayed due to Rabbit Hollow's inability to provide marketable title, this Purchase Agreement shall continue in force and effect until either party rescinds the Purchase Agreement after giving 10 days written notice to the other party. The abstract shall become the property of the City when the conditions of this Purchase Agreement have been met. Rabbit Hollow shall pay the costs of any additional abstracting and title work due to any act or omission of Rabbit Hollow. SECTION 6. DEED. At the Closing, Rabbit Hollow shall convey the Property to City by Warranty Deed free and clear of all liens, restrictions and encumbrances, except: zoning ordinances and agreements entered under them, and easements and restrictions of record or noted in the attached exhibits, which constitutes merchantable title for purposes of this transaction. SECTION 7. EXTINGUISHMENT OF CONSERVATION EASEMENT. The Conservation Easement may only be terminated or extinguished, whether in whole or in part, byjudicial proceedings in a court of competent jurisdiction. In lieu of condemnation, Rabbit Hollow agrees to bring a declaratory judgment action naming Iowa Natural Heritage Foundation as respondent and Iowa Natural Heritage Foundation agrees to cooperate with Rabbit Hollow in seeking a Declaratory Judgement to extinguish the Conservation Easement on the Property described in this Purchase Agreement. SECTION 8. REMEDIES OF THE PARTIES. City, Rabbit Hollow, and Iowa Natural Heritage Foundation are entitled to utilize any and all remedies or actions at law or in equity available to them. SECTION 9. NOTICE. Any notice under this Purchase Agreement shall be in writing and deemed served when it is delivered by personal delivery or mailed by certified mail, addressed to the parties at the addresses given below. SECTION 10. GENERAL PROVISIONS. In the performance of each part of this Purchase 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 Purchase Agreement shall apply to and bind the successors in interest of the parties. This Purchase Agreement contains the entire agreement of the parties and shall not be amended except by a written instrument duly signed by City and Rabbit Hollow. Paragraph headings are for convenience of reference and shall not limit or affect the meaning of this Purchase 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. SECTION 11. CITY APPROVAL. When accepted, this Purchase Agreement shall be a binding contract. If not accepted by Rabbit Hollow and Iowa Natural Heritage Foundation on or before the 7th day of June 2024, this Purchase Agreement shall be null and void. SECTION 12. ADDITIONAL PROVISIONS. This Purchase Agreement is subject to the grant of a Declaratory Judgment extinguishing the Conservation Easement on the Property when transferred to City, as described in the Petition for Declaratory Judgment filed by Rabbit Hallow and City on the 241h day of May 2024 in the Iowa District Court in and for Dubuque County as Case No. If the Petition for Declaratory Judgement is not granted, this Purchase Agreement shall be null and void. CITY OF DUBUQUE, IOWA Dated: L' ` G3 B Brad Cavana Mayor IOWA NATURAL HERITAGE FOUNDATION Dated: By: �cC. Ross A. Baxter Senior Land Protection Director & Counsel RABBIT HOLLOW NATURE CONSERVANCY, INC. Dated: _T— 34' ,Z.. By: And w Butler Title: Li —