Lease United Rental 301 Iowa RESOLUTION NO. 64-01
DISPOSING OF AN INTEREST IN REAL PROPERTY BY LEASE WITH UNITED
RENTALS, INC.
WHEREAS, the City of Dubuque, Iowa (City) intends to purchase the follow~g real property
(the Property) from Plastic Center, Inc.:
The West 68 feet 3 inches-North 11 feet 4 inches of Lot 1, the South 39.5 feet of Lot 1, and
Lot 2, of City LOt 524, the balance of Lots 1 and 2 of City Lot 525 and the western balance of
City Lots 526 and 527, all in the City of Dubuque, Iowa
AND WHEREAS, United Rentals, Inc. (United) desires to lease the Property for the operation
of an equipment rental business upon the terms set forth in the Lease attached hereto as Extn~oit A;
AND WHEREAS, the City Council has tentatively determined that it would be in the best
interests of the City to enter into the Lease with United.
AND WHEREAS, on February 19, 2001, the City'Council pursuant to notice published as
required by law, held a public hearing on ils intent to dispose of the foregoing interest in real property
and overmled all objections thereto;
AND WHEREAS, the City Council finds that it is in the best interest ofthe City to approve the
disposition of such real property. , \
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
Section 1. The City Council of the City of Dubuque, Iowa, approves the Lease attached hereto
and the Mayor is hereby authorized and directed to sign this resolution and the Lease.
Passed, approved and adopted this 19~ day of February, 2~1.~ d~)~)
Terrance M. Duggan, Mayor
Attest: Jeanne F. Schneider, City Clerk
LEASE AGREEMENT
THIS LEASE AGREF3~NT made this Vt day of March, 2001, between the City of
Dubuque, Iowa, (hereinafter called "Landlord"), and United Rentals, Inc., a Delaware corporation
(hereinafter called "Tenant").
WITNESSETH THAT:
1. Premises. Landlord, subject to the terms and conditions hereof, hereby leases to
Tenant the real property and all improvements thereon located at 300 Iowa Street, Dubuque, Iowa
52001, County of Dubuque, State of Iowa, legally described as:
The West 68 feet 3 inches-North 11 feet 4 inches of Lot 1, the South 39.5 feet of
Lot 1 ~ and Lot 2, of City Lot 524, the balance of Lots 1 and 2 of City Lot 525 and
the western balance of City Lots 526 and 527, all in the City of Dubuque, Iowa
(hereinafter referred to as the "Premises"). The Premises shall be used by Tenant for an
equipment rental business.
2. Term. Tenant takes the Premises from Landlord, upon the terms and conditions
herein contained, to have and to hold the same for a term ("Lease Term") of month-to-month
commencing on theist day of March, 2001 ("Commencement Date") and continuing month-to-
month thereafter until terminated by either party hereto. Notwithstanding anything to the contrary
herein contained, in order to terminate tlfis Lease either party must give not less than 90 days'
prior written notice prior to the first day of the month of termination of this Lease of such
intention to the other party before this Lease is terminated.
3. Base Rent. Tenant shall pay to Landlord for the period from the Commencement
Date through the Termination Date, Base Rent of $2,975 per month, payable on the
Commencement Date (pro-rated) and on the 1~ day of each month thereafter at the office of
Landlord, City Manager's Office, City Hall, 13t~ and Central Avenue, Dubuque, Iowa, 52001,
or such other place as may from time to time be designated by Landlord.
4. O~tratim~ Cost. Tenant shall, for the entire Lease Term, pay without any set-off
or deduction therefrom except as provided in this Lease, all costs which Tenant may incur in
maintaining and operating the Premises as Tenant. Said costs are referred to herein as "Operating
Costs" and are hereby defined to be limited to the costs of heating, lighting, plumbing and air
conditioning, but excluding capital costs.
The following shall be specifically excluded from Operating Costs: All real estate
taxes and special assessments and all insurance premiums on the Premises.
5. II~tlrance.
A. Tenant agrees to purchase, in advance, and to carry in full force and effect
the following insurance:
i. "Special perils" property insurance covering the full replacement
value of all of Tenant's personal property within the Premises.
ii. Commercial general liability insurance, which policy shall include
coverage for Bodily Injury, Property Damage, Personal Injury, and Independent
Contractors, in current Insurance Services Office form or other form which
provides coverage at least as broad. Tenant shah maintain a combined policy limit
of at least $2,000,000 applying to Bodily Injury, Property Damage and Personal
Injury, which limit may be satisfied by Tenant's basic policy, or by the basic
policy in combination with umbrella or excess policies so long as the coverage is
at least as broad as that required herein. Landlord shall be named as additional
insured under all such policies.
B. At least ten (10) days prior to expiration of any such coverage, Tenant shall
deliver evidence that the coverage in question will be renewed or replaced upon
expiration. Such evidence of insurance shall contain sufficient information to
enable Landlord to determine whether Tenant's insurance complies with the
requirements of this Lease. Upon request, Tenant shall also furnish insurer-
certified copies of all pertinent policies. All policies used to provide the coverage
required by this Lease shall (i) be endorsed to require the insurer to provide at least
thirty (30) days notice to Landlord prior to cancellation or non-renewal, and (ii)
be issued by financially sound companies having an A.M. Best Company rating of
at least A. Tenant shall provide Landlord a certificate of Tenant's general liability
coverage with the 30-day notice of cancellation and naming Landlord as an
additional insured.
C. Landlord has provided Tenant with evidence of its insurance, which Tenant
agrees is acceptable to it.
6. Care and Repair of Premines. Tenant shall, at all times throughout the Lease
Term, and at its sole expense, heat the Premises and keep and maintain the Premises in a clean,
safe, sanitary condition, ordinary wear and tear excepted and excluding Landlord's obligations
in this Lease.
If Tenant fails, refuses or neglects to maintain the Premises as required in thi~
Lease after thirty (30) days written notice shall have been given Tenant, unless a reasonabletime
for cure exceeds 30 days, in which event Tenant shall have such additional time providing Tenant
commences cure within said 30-day period, Landlord may make such expenditures without
liability to Tenant for any loss or damage that may accrue to Tenant's merchandise, fixtures or
other property or to Tenant's business by reason thereof, and upon completion thereof, Tenant
shall pay to Landlord all reasonable costs incurr~l by Landlord in making such expenditures upon
presentation to Tenant of bill therefor.
7. Improvements to Premix. es. Tenant shall not be permitted to make improvements
and repairs to the Premises without the written consent of Landlord not to be unreasonably
withheld. Tenant shall hold Landlord harmless from all costs of said improvements and repairs.
8. Covenants of Tenant. Tenant agrees that it shall:
A. Observe reasonable rules and regulations as from time to time may be put
in effect by Landlord for the general safety, comfort and convenience of Landlord,
occupants and tenants of the Premises.
B. Give Landlord access to the Premises at all reasonable times upon
reasonable notice, without charge or diminution of rent, to enable Landlord to examine the
same and to make such repairs, additions and alterations as Landlord may deem advisable
but without changing the configuration of the Premises.
excepted.
Keep the Premises in good order and condition, reasonable wear and tear
D. Fourteen days prior the expiration of the Lease Term, allow Landlord the
right to advertise on the Premises for the lease or sale of the Premises.
E. Upon the termination of this Lease in any manner whatsoever, remove
Tenant's goods and effects and those of any other person claiming under Tenant, and quit
and deliver up the Premises to Landlord peaceably and quietly in as good. order and
condition as the same are now in or hereafter may be put in by Landlord or Tenant,
reasonable use and wear thereof and repairs which are Landlord's obligation excepted.
F. Not assign this Lease, or sublet all or any part of said Premises.
G. Not place signs on or about the Premises without first obtaining Landlord's
written consent thereto, not to be unreasonably withheld.
H. Not make any alterations or additions to the Premises without obtaining the
prior written approval of Landlord, not to be unreasonably withheld, and all alterations,
additions or improvements (including carpeting or other floor covering which has been
glued or otherwise affixed to the floor) which may be made by either of the parties hereto
upon the Premises, except movable office furniture and equipment, shall be the property
of Landlord, and shall remain upon and be surrendered with the Premises, as a part
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thereof, at the termination of this Lease, unless Landlord requires removal at time consent
is given.
I. Keep the Premises free from any mechanics', materialmen's, contractors'
or other liens arising from, or any claims for damages growing out of, any work
performed, materials furnished or obligations incurred by or on behalf of Tenant unless
Tenant provides Landlord with a bond. Provided, however, that Tenant shall have the
right to contest any such lien, in which event such lien shall not be considered a default
under this Lease under the existence of the lien has been finally adjudicated and all appeal
periods have expired. Tenant shall indemnify and hold harmless Landlord from and
against any such lien, or claim or action thereon, reimburse Landlord promptly upon
demand therefor by Landlord for costs of suit and reasonable attorneys' fees incurred by
Landlord in connection with any such lien, claim or action, and upon written request of
Landlord, provide Landlord with a bond in an amount and under circumstances necessary
to obtain a release of the Premises from such lien, excluding therefrom any mechanic's
liens for initial Tenant improvements which are the responsibility of Landlord and
Landlord's maintenance obligations.
J. Subject to the limitations on Par. 12, Tenant shall indemnify, defend and hold
Landlord harmless from and against any and all claims of any kind which may be asserted
against Landlord which are a result of Tenant's negligence in the performance of the
conditions of this Lease.
Tenant's obligations under this paragraph 8 to do or not to do a specified act shall
extend to and include Tenant's obligations to exercise reasonable efforts to cause Tenant's
employees, agents and invitees to do or not to do such acts, as the case may be.
9. Condemnation. If the entire or a portion of the Premises or access to the Premises
are taken by eminent domain, this Lease shall automatically terminate as of the date of taking. All
damages awarded for a taking under the power of eminent domain shall belong to and be the
exclusive property of Landlord, whether such damages be awarded as compensation for
diminution in value of the leasehold estate hereby created or to the fee of the Premises; provided,
however, that Landlord shall not be entitled to any separate award made to Tenant for the value
and cost of removal of its personal property and fixtures, moving costs and loss of business.
10. Mutual Release/Waiver of Subrogation. The "Special Perils" insurance by
Tenant and Landlord's insurance shall include a waiver of subrogation by the insurers and all
rights based upon an assig-nment from its insured, against Landlord or Tenant, their officers,
directors, employees, managers, agents, invitees and contractors in connection with any loss or
damage thereby insured again~qt. Landlord and Tenant each hereby release the other from any and
all liability or responsibility for any direct or consequential loss, injury or damage to the
Premises, or its contents, caused by fire or any other casualty, during the Lease Term, even if
such fire or other casualty may have been mused by the negligence of the other party or one for
whom such party may be responsible.
11. Landlord's Environmental Representatinns and Covenant~. "Environmental
Laws" shall include the following: the Resource Conservation and Recovery Act as amended
("RCRA"), the Comprehensive Environmental Response, Compensation and Liability Act of 1980
as amended ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986
("SARA"), Federal Clean Water Act, Federal Clean Air Act, the Toxic Substances Control Act,
or any other Federal, state, or local statute, regulation, ordinance, order or decree relating to
health, safety, waste transportation, handling storage, or disposal, or the environment.
To the extent allowed by law, Landlord agrees to reimburse and indemnify Tenant
and its officers, directors, employees and agents ("Indemnified Party") against any and all losses,
claims, damages, penalties, judgments, liabilities and expenses including reasonable attorneys'
fees and consultant fees which Tenant, as Indemnified Party, may pay, incur or become subject
to arising out of or relating to Landlord's use, handling, release, emission, discharge,
transportation, storage, treatment or disposal of any Hazardous Substances at the Premises. The
within covenant shall survive the expiration or earlier termination of the Lease Term.
12. Tenantts Environmental Representations and Covenantq. Tenant shall not
(either with or without negligence) cause or permit the escape, disposal or release of any
biologically or chemically active or other Hazardous Substances or materials. Tenant shall not
allow the storage or use of such substances or materials in any manner not sanctioned by law or
by the highest standards prevailing in the industry for the storage and use of such substances or
materials, nor allow to be brought into the Premises any such materials or substances except to
use in the ordinary course of Tenant's business. Without limitation, Hazardous Substances and
materials shall include those described in the CERCLA, and applicable state or local laws and the
regulations adopted under these laws. Tenant shall execute affidavits, representations and the like
from time to time at Landlord's request concerning Tenant's knowledge and belief regarding the
presence of Hazardous Substances or materials on the Premises.
Tenant agrees to reimburse and indemnify and hold Landlord and its officers, employees
and agents ("Indemnified Party") harmless from and against any and all losses, claims, damages,
penalties, judgments, liabilities and expenses including reasonable attorneys' fees and consultant
fees which an Indemnified Party may pay, incur or become subject to arising out of or relating
to (i) Tenant's use, handling, release, emission, discharge, transportation, storage, treatment,
assignment or disposal of any Hazardous Substances at the Premises, and/or (ii) any violation of
any Environmemal Laws with respect to Tenant's use and occupancy of the Premises. Tenant
further agrees to fully comply with and perform all investigations and corrective action required
by the Iowa Depm~tment of Natural Resources (DNR) related to or arising out of releases from
two (2) underground storage tanks removed in 1994. Tenant further agrees to use good faith
efforts to obtain a "No Further Action" letter from the Iowa DNR with respect to two (2)
underground storage tanks removed from the Premises, in or about 1994. The within covenants
5
shall survive the expiration or earlier termination of the Lease Term. Tenant shall not use any
unreasonable institutional control or other restriction or limitation on the use of the Premises
(except a no-water-supply wells restriction) as a means of corrective action or obtaining a No
Further Action Certificate without the prior written authorization of Landlord, which authorization
shall not be unreasonably withheld.
13. Tenant Default. Tenant hereby agrees that in case Tenant shall default in making
its payments within ten (10) days after written notice of such default is given by Landlord, or in
performing any of the other agreements, terms and conditions of this Lease within thirty (30) days
(or such longer time as is reasonable to cure so long as Tenant commences remedying such event
of default within the thirty (30) day period and proceeds diligently thereafter to cure same) after
written notice of such default is given by Landlord, then, in any such event, Landlord may, in
addition to all other rights and remedies available to a lessor by law or by other provisions hereof,
with due process, re-enter immediately into the Premises and remove all persons and property
therefrom, and, at Landlord's option with due process, cancel this Lease as to all future rights of
Tenant. Neither acceptance of rent by Landlord, with or without knowledge of breach, nor failure
of Landlord to take action on account of any breach hereof or to enforce its rights hereunder shall
be deemed a waiver of any breach, and absent written notice or consent, said breach shall be a
continuing one. Nothing herein shall prevent Landlord from exercising any and all other rights
and remedies available to Landlord under applicable law.
14. Notices. All bills, statements, notices or communications which Landlord may
desire or be required to give to Tenant shall be deemed sufficiently given or rendered if in writing
and either delivered to Tenant personally or sent by registered or certified mail addressed to
Tenant at the Premises and the time of the giving of such notice or communication shall be
deemed to be the time when the same is delivered to Tenant or deposited in the marl. Any notice
by Tenant to Landlord must be served by registered or certified mail addressed to Landlord at the
address where the last previous rental hereunder was payable, or in the case of subsequent change
upon notice given, to the latest address furnished and shall be deemed given when deposited in
the mail.
15. Subordination. The rights of Tenant shall be and are subject and subordinate at
all times to the lien of any first mortgage now or hereafter in force against the Premises, and
Tenant shall execute such further instruments subordinating this Lease to the lien of any such first
mortgage as shall be requested by Landlord, providing Tenant receives a nondisturbance
agreement from Landlord's lender.
16. Estoppel Certificate. Tenant shall at any time and from time to time, upon not
less than ten (10) days' prior written notice from Landlord, execute, acknowledge and deliver to
Landlord and any other parties designated by Landlord, a statement in writing certifying (a) that
this Lease is in full force and effect and is unmodified (or, if modified, stating the nature of such
modifications), (b) the date to which rental and other charges payable hereunder have been paid
in advance, if any, and (c) that there are, to Tenant's knowledge, no uncured defaults on the part
of Landlord hereunder (or specifying such defaults if any are claimed). Any such statement may
be furnished to and relied upon by a prospective purchaser, tenant or encumbrancer of all or any
portion of the Premises.
17. Quiet Eniownent. So long as Tenant shall pay the Base Rent and shall fully
comply with all of the terms of this Lease and fully perform its obligations hereunder, Tenant
shall peaceably and quietly have hold and enjoy the Premises for the Term hereof, subject,
however, to all the terms of this Lease. No failure by Landlord to comply with the foregoing
covenants during the Lease Term shall give Tenant a right to cancel or terminate this Lease or to
abate, reduce or make a deduction from or offset against the Base Rent or any other sums payable
under this Lease, or to fail to perform any other obligation of Tenant hereunder except as
specifically set forth in this Lease. Notwithstanding anything contained in this Lease to the
contrary, it is specifically understood and agreed that no officer, director or shareholder of either
party, or any mortgagee (except mortgagee in possession), shall have any personal liability in
respect of any of the terms, covenants, conditions or provisions of this Lease.
18. Binding Effect. Each provision hereof shall extend to and shall, as the case may
require, bind and inure to the benefit of Landlord and Tenant and their respective successors and
assigns.
19. Governing Law. This Lease shall be governed by the laws of the State of Iowa.
1N WITNESS WHEREOF, the respective parties hereto have caused this Lease to be
executed the day and year first above written.
LANDLORD:
Michael Van Milligen, Its City Manager
TENANT:
UNITED RENTALS, INC.
BY: /s/ John N. Milne, Its Vice Chairman
STATE OF IOWA )
) SS.
COUNTY OF DUBUQUE )
The foregoing was acknowledged before me this / day of ff)~',4/
Michael Van Milligen, the City Manager for the City of Dubuque, Iowa, a munlcipal
corporation, on behalf of said corporation.
No~ Public
,2001, by
STATE OF CONNECTICUT )
) ss.
COUNTY OF FAIRFIELD )
The foregoing was acknowledged before me this/t day of-F~ 2001, by
John N. Milne, the Vice Chairman of United Rentals, Inc., a Delaware corporation, on behalf
Doc. #: 86381
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OFFER TO BUY REAL ESTATE AND ACCEPTANCE
(NONRESIDENTIAL)
TO: PLASTIC CENTER, INC., A New York Corporation ("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, locally known as 300 Iowa Street, Dubuque, Iowa 52001 and legally described
as:
The West 68 feet 3 inches - North 11 feet 4 inches of Lot 1, the South 39.5 feet of Lot 1, and Lot 2, of
City Lot 524, the balance of Lots 1 and 2 of City Lot 525 and the western balance of City Lots 526 and
527, all in the City of Dubuque, Iowa, (excluding approximately 3,000 square feet, more or Tess, to the
south of such property over which SELLER has an easement)
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 provided BUYER, on possession, are
permitted to use the Property for N/A.
1. PURCHASE PRICE. The Purchase Price shall be $297,000.00 and the method of payment shall be as
follows: $0.00 to be deposited upon acceptance of this offer and held in trust by N/A as earnest money, to be delivered
to the SELLER upon performance of SELLER'S obligations and satisfaction of BUYER'S contingencies, if any; and the
balance of the Purchase Price as follows:
(A) The full amount of the purchase price, $297,000.00, shall be paid in full on the date of closing (defined
below).
2. REAL ESTATE TAXES. SELLER shall pay real estate taxes for the current fiscal year prorated to the date
of possession and any unpaid real estate taxes payable in prior years. BUYER shall pay all subsequent real estate taxes.
3. SPECIAL ASSESSMENTS.
A. 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.
B. 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.
C. 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.
D. 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. POSSESSION AND CLOSING. If BUYER tinnely performs all obligations, possession of the Property shall
be delivered to BUYER on or before March 1, 2001 , and any adjustments of insurance, rent, interest and all charges
attributable to SELLER'S possession shall be made as of the date of possession. Closing shall occur after approval of title
by BUYER and vacation of the Property by SELLER, but prior to possession by BUYER. SELLER agrees to permit BUYER
to inspect the Property within 24 hours prior to closing to assure that the premises are in the condition required by this
Agreement. If possession is given on a day other than closing, the parties shall make a separate Agreement with
adjustments as of the date of possession. This transaction shall be considered closed:
A. Upon the delivery of the title transfer documents to BUYER and receipt of all funds then due at closing
from BUYER under the Agreement.
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: N/A.
7. CONDITION OF PROPERTY. The Property as of the date of this Agreement, including buildings,
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 is purchasing the
Property in its existing condition.
8. ABSTRACT AND TITLE. SELLER, at its expense, shall promptly obtain an abstract of title to the Property
continued through the date of acceptance of this Agreement, and deliver it to BUYER'S attorney for examination. 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. The abstract shall become the
property of BUYER 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 their assignees. Unless
stricken, the abstract shall be obtained from an abstracter qualified by the Title Guaranty Division of the Iowa Housing
Finance Authority.
9. SURVEY. BUYER may, at BUYER'S expense prior to closing, have the Property surveyed and certified
by a registered land surveyor.
10. ENVIRONMENTAL MATTERS.
A. SELLER warrants to the best of its knowledge and belief that there are no abandoned wells, solid waste
disposal sites, hazardous wastes or substances, or underground storage tanks located on the Property, the Property does
not contain levels of radon, gas, asbestos or urea -formaldehyde foam insulation which require remediation under current
governmental standards, and SELLER has done nothing to contaminate the Property with hazardous wastes or substances.
Except as described below with regard to releases from two (2) underground storage tanks removed in about 1994 from
the Property as required by the Iowa Department of Natural Resources, SELLER, to SELLER'S actual knowledge, warrants
that the Property is not subject to any local, state or federal judicial or administrative action, investigation or order, as the
case may be, regarding wells, solid waste disposal sites, hazardous wastes or substances, or underground storage tanks.
SELLER shall also provide BUYER with a properly executed groundwater hazard statement showing no wells, solid waste
disposal sites, hazardous waste and underground storage tanks on the Property unless disclosed here: Anything disclosed
to Buyer by virtue of its environmental inspection/testing of the Property; no written report concerning such inspection
or testing has been provided to SELLER. Further, by closing this transaction, BUYER releases SELLER from any and all
liability whatsoever related to or arising out of releases from two (2) underground storage tanks removed in or about 1994
from the Property. The responsibility for the removal of such tanks and all required remediation related thereto rests with
United Rental, Inc., a Delaware Corporation, the existing tenant of the Property, all as more particularly described in that
Page 2 of 4
certain Lease Agreement between United Rental, Inc. as Tenant and the City of Dubuque, Iowa, as Landlord dated
, 2001, Section 12 thereof.
11. DEED. Upon payment of the Purchase Price, SELLER shall convey the Property to BUYER by Warranty
Deed (Corporate Grantor), free and clear of all liens, restrictions, and encumbrances except as provided in this
Agreement. General warranties of title shall extend to the time of delivery of the deed excepting liens or encumbrances
suffered or permitted by BUYER.
12. 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.
13. 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 rightto 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.
14. 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.
15. 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.
16. NO REAL ESTATE AGENT OR BROKER. Neither party has used the service of a real estate agent or
broker in connection with this transaction.
17. ADDITIONAL PROVISIONS. (A) BUYER accepts the Property in "AS IS" condition. SELLER makes no
representations or warranties with regard to the Property other than as set out in full in writing herein.
(B) The purchase of the Property is subject to the approval of the City Council of Buyer.
(C) At the closing, Seller shall deliver to Buyer a Dismissal with Prejudice with respect to that action pending
in the Iowa District Court for Dubuque County, No. EQCVA 92058.
(D) This Agreement may be signed in counterparts or via facsimile signatures which, when taken together, shall
constitute one, original Agreement.
(E) SELLER reserves the right to assign its rights, but not its obligations hereunder, to a qualified intermediary as
provided in Internal Revenue Code Regulation 1.1031(k) -1(g)(4) on or before the closing date. To that end, BUYER may
Page 3 of 4
be asked to exercise a notice of assignment and acceptance, acknowledging assignment of this Agreement by SELLER to
such qualified intermediary. BUYER agrees to cooperate with SELLER in connection with SELLER'S intent to comply with
Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, at no cost to BUYER.
(F) BUYER agrees that this purchase is a "friendly condemnation" in connection with the acquisition of the
Property.
(G) EXISTING TENANT. BUYER acknowledges that SELLER has a month to month lease with regard to the
Property wherein SELLER is the Landlord and United Rental is the Tenant. BUYER shall accept the Property as of the
closing subject to such month to month lease or any new lease between such Tenant and BUYER. All rent accruing on
or after the Closing shall be paid to Buyer.
18. ACCEPTANCE. When accepted, this Agreement shall become a binding contract. If not accepted and
delivered to BUYER on or before the 9th day of February, 2001, 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.
Accepted FEBRUARY _, 2001 Dated FEBRUARY, 2001.
PLASTIC CENTER, INC., SELLER CITY OF DUBUQUE, IOWA, An Iowa
MUNICIPAL CORPORATION, BUYER
By By
James M. Pfohl, Its President
G:\WPDOCS\DONNAB\Docs\Plastic Center Inc Offer to Buy Real Estate and Acceptance Non-Residential.wpd
Page 4 of 4
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CITY OF DUBUQUE, IOWA
MEMORANDUM
February 15, 2001
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Lease of City Property to United Rentals, Inc.
Recently the City purchased property from Plastic Center, Inc. at 301 Iowa Street directly east of
the construction site for the new parking ramp. Currently United Rental occupies that building
through a lease. Parking System Supervisor Cindy Steinhauser is recommending execution of a
month-to-month lease with United Rental for continued occupancy of the building at a base rent
of $2,975 per month.
I concur with the recommendation and respectfully request Mayor and City Council approval.
Michael C. Van illigen
MCVM/jh
Attachment
cc: Barry Lindahl, Corporation Counsel
Tim Moerman, Assistant City Manager
Cindy Steinhauser, Parking System Supervisor
c
cry
CITY OF DUBUQUE, IOWA
-�� MEMORANDUM
January 31, 2001
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Purchase of Plastic Center, Inc. Property at 301 Iowa Street; Lease with United
Rentals, Inc.
Parking System Supervisor Cindy Steinhauser is recommending execution of a purchase
agreement with Plastic Center, Inc. The City would be acquiring the site at 301 Iowa Street for
$297,000. The site could be used for future expansion of the 3rd Street Parking Ramp and to
make gateway improvements.
I concur with the recommendation and respectfully request Mayor and City Council approval.
Michael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, Corporation Counsel
Tim Moerman, Assistant City Manager
Cindy Steinhauser, Parking System Supervisor
'iierybnc,1`
JA
CITY OF DUBUQUE, IOWA
MEMORANDUM
January 31, 2001
To: Michael C. Van Milligen, City Manager
From: Cindy Steinhauser, Parking System Supervisor
Re: Purchase of Plastic Center, Inc. property at 301 Iowa Street; lease with United
Rentals, Inc.
Introduction
The purpose of this memorandum is to provide you with information related to the
proposed purchase of property located at 301 Iowa Street.
Background
On August 8, 2000, the City Council reviewed the proposed plans and specifications and
awarded a contract to construct a 420 -stall parking ramp located at 4t1i & Iowa Streets,
The design of the facility included extending the ramp over Iowa Street, between 3rd and
4th Streets. This facility would be adjacent to the Canfield Hotel site, currently owned by
Bob Klauer, and the United Rental site, currently owned by Plastic Center, Inc. This
design would allow for through traffic, including semi -trucks, to continue to have access
to this right of way and businesses along this portion of Iowa Street. This design also
allows for either vertical or horizontal expansion of the facility. Horizontal expansion
would involved obtaining air rights from the owner of the United Rental property to place
building column on the site and to erect a parking deck over the facility.
Plastic Center, Inc., in response to this design, filed a lawsuit against the City of Dubuque
claiming that this design limited access to its property and was in part, a takings issue.
Plastic Center Inc. agreed to dismiss the lawsuit if it was able to reach a successful
negotiation with the City of Dubuque to purchase this property. Plastic Center, Inc.
currently leases this site on a month to month basis to United Rental, Inc.
Discussion
In response to the lawsuit, Corporation Counsel Barry Lindahl and Plastic Center, Inc.
attorney Brian Kane began to negotiate the terms of a purchase agreement. Attached is a
copy of the proposed Agreement. In summary, the City of Dubuque agrees to purchase
the property for $297,000 and Plastic Center, Inc. agrees to dismiss its lawsuit against the
City of Dubuque.
The City has also negotiated a month-to-month lease with United Rental. A copy of the
proposed Lease is also attached. United Rental agrees to maintain responsibility for two
underground storage tanks, removed in 1994, associated with the former use of this site
and to indemnify the City of Dubuque against any claims rising out of that condition.
In reviewing this matter with Pauline Joyce, Administrative Services Manager, the
purchase of this property would be made through the use of two funds. A total of
$205,000 will come from FY '01 gunite project and $92,000 will come from savings on
other CIPs.
Recommendation
I recommend that the City Council approve the offer to buy real estate with acceptance
and to authorize the City Manager to sign. I further recommend that the City Council
adopt the attached resolution setting the proposed lease for public hearing.
Cc: Ken TeKippe, Finance Director
Pauline Joyce, Administrative Services Manager
Barry Lindahl, Corporation Counsel
Mike Koch, Public Works Director
THE CITY OF
DUB'�r E
Barry A. Lindahl, Esq.
Corporation Counsel
196 Dubuque Building
700 Locust Street
Dubuque, Iowa 52001-6824
(319) 583-4113
(319) 583-1040 FAX
E-mail: balesq@mwci.net
January 30, 2001
Mr. Michael C Van Milligen
City Manager
City Hall
Dubuque, Iowa 52001
RE: Purchase of Plastic Center, Inc.
(United Rental Property\Lease With United Rental, Inc.)
Dear Mike:
Enclosed is the Offer To Buy Real Estate And Acceptance for
acquisition of the Plastic Center, Inc. property now leased to
United Rental, Inc. The proposed Offer is based on review and
acceptance by the City Council at its February 5, 2001 meeting.
Also enclosed is a proposed lease of the property with United
Rentals, Inc. and a Resolution of Intent to Dispose of the City's
interest in the property by lease. Assuming the City Council
approves the Offer at its February 5th meeting, the Lease would be
set for hearing for February 19th. Closing on both transactions
would be March 1, 2001.
Let me know if there is any additional information you need
from me on this project.
Very incerely,
•
BAL/cg
Enclosures
cc - Brian Kane, Esq.
cc - Roger Stageberg, Esq.
Barry A. Lindahl
rporation Counsel
Service People Integrity Responsibility Innovation Teamwork
OFFER TO BUY REM ESTATE AND ACCEPTANCE
(NON RESI DENTIAL)
TO: PLASTIC CENTER, INC., A New York Corporation ("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, locally known as 300 Iowa Street, Dubuque, Iowa 52001 and legally described
as:
The West 68 feet 3 inches - North 11 feet 4 inches of Lot 1, the South 39.5 feet of Lot 1, and Lot 2, of
City Lot 524, the balance of Lots 1 and 2 of City Lot 525 and the western balance of City Lots 526 and
527, all in the City of Dubuque, Iowa, (excluding approximately 3,000 square feet, more or less, to the
south of such property over which SELLER has an easement)
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 provided BUYER, on possession, are
permitted to use the Property for N/A.
1. PURCHASE PRICE. The Purchase Price shall be $297,000.00 and the method of payment shall be as
follows: $0.00 to be deposited upon acceptance of this offer and held in trust by N/A as earnest money, to be delivered
to the SELLER upon performance of SELLER'S obligations and satisfaction of BUYER'S contingencies, if any; and the
balance of the Purchase Price as follows:
(A) The full amount of the purchase price, $297,000.00, shall be paid in full on the date of closing (defined
below).
2. REAL ESTATE TAXES. SELLER shall pay real estate taxes for the current fiscal year prorated to the date
of possession and any unpaid real estate taxes payable in prior years. BUYER shall pay all subsequent real estate taxes.
3. SPECIAL ASSESSMENTS.
A. 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.
B. 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.
C. 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.
D. 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. POSSESSION AND CLOSING. If BUYER timely performs all obligations, possession of the Property shall
be delivered to BUYER on or before March 1, 2001 , and any adjustments of insurance, rent, interest and all charges
attributable to SELLER'S possession shall be made as of the date of possession. Closing shall occur after approval of title
by BUYER and vacation of the Property by SELLER, but prior to possession by BUYER. SELLER agrees to permit BUYER
to inspect the Property within 24 hours prior to closing to assure that the premises are in the condition required by this
Agreement. If possession is given on a day other than closing, the parties shall make a separate Agreement with
adjustments as of the date of possession. This transaction shall be considered closed:
A. Upon the delivery of the title transfer documents to BUYER and receipt of all funds then due at closing
from BUYER under the Agreement.
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: N/A.
7. CONDITION OF PROPERTY. The Property as of the date of this Agreement, including buildings,
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 is purchasing the
Property in its existing condition.
8. ABSTRACT AND TITLE. SELLER, at its expense, shall promptly obtain an abstract of title to the Property
continued through the date of acceptance of this Agreement, and deliver it to BUYER'S attorney for examination. 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. The abstract shall become the
property of BUYER 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 their assignees. Unless
stricken, the abstract shall be obtained from an abstracter qualified by the Title Guaranty Division of the Iowa Housing
Finance Authority.
9. SURVEY. BUYER may, at BUYER'S expense prior to closing, have the Property surveyed and certified
by a registered land surveyor.
10. ENVIRONMENTAL MATTERS.
A. SELLER warrants to the best of its knowledge and belief that there are no abandoned wells, solid waste
disposal sites, hazardous wastes or substances, or underground storage tanks located on the Property, the Property does
not contain levels of radon, gas, asbestos or urea -formaldehyde foam insulation which require remediation under current
governmental standards, and SELLER has done nothing to contaminate the Property with hazardous wastes or substances.
Except as described below with regard to releases from two (2) underground storage tanks removed in about 1994 from
the Property as required by the Iowa Department of Natural Resources, SELLER, to SELLER'S actual knowledge, warrants
that the Property is not subject to any local, state or federal judicial or administrative action, investigation or order, as the
case may be, regarding wells, solid waste disposal sites, hazardous wastes or substances, or underground storage tanks.
SELLER shall also provide BUYER with a properly executed groundwater hazard statement showing no wells, solid waste
disposal sites, hazardous waste and underground storage tanks on the Property unless disclosed here: Anything disclosed
to Buyer by virtue of its environmental inspection/testing of the Property; no written report concerning such inspection
or testing has been provided to SELLER. Further, by closing this transaction, BUYER releases SELLER from any and all
liability whatsoever related to or arising out of releases from two (2) underground storage tanks removed in or about 1994
from the Property. The responsibility for the removal of such tanks and all required remediation related thereto rests with
United Rental, Inc., a Delaware Corporation, the existing tenant of the Property, all as more particularly described in that
Page 2 of 4
certain Lease Agreement between United Rental, Inc. as Tenant and the City of Dubuque, Iowa, as Landlord dated
, 2001, Section 12 thereof.
11. DEED. Upon payment of the Purchase Price, SELLER shall convey the Property to BUYER by Warranty
Deed (Corporate Grantor), free and clear of all liens, restrictions, and encumbrances except as provided in this
Agreement. General warranties of title shall extend to the time of delivery of the deed excepting liens or encumbrances
suffered or permitted by BUYER.
12. 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.
13. 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.
14. NOTICE. Any notice under this Agreement shall be in writing and be deemed served when itis delivered
by personal delivery or mailed by certified mail, addressed to the parties at the addresses given below.
15. 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.
16. NO REAL ESTATE AGENT OR BROKER. Neither party has used the service of a real estate agent or
broker in connection with this transaction.
17. ADDITIONAL PROVISIONS. (A) BUYER accepts the Property in "AS IS" condition. SELLER makes no
representations or warranties with regard to the Property other than as set out in full in writing herein.
(B) The purchase of the Property is subject to the approval of the City Council of Buyer.
(C) At the closing, Seller shall deliver to Buyer a Dismissal with Prejudice with respect to that action pending
in the Iowa District Court for Dubuque County, No. EQCVA 92058.
(D) This Agreement may be signed in counterparts or via facsimile signatures which, when taken together, shall
constitute one, original Agreement.
(E) SELLER reserves the right to assign its rights, but not its obligations hereunder, to a qualified intermediary as
provided in Internal Revenue Code Regulation 1.1031(k) -1(g)(4) on or before the closing date. To that end, BUYER may
Page 3 of 4
be asked to exercise a notice of assignment and acceptance, acknowledging assignment of this Agreement by SELLER to
such qualified intermediary. BUYER agrees to cooperate with SELLER in connection with SELLER'S intent to comply with
Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, at no cost to BUYER.
(F) BUYER agrees that this purchase is a "friendly condemnation" in connection with the acquisition of the
Property.
(G) EXISTING TENANT. BUYER acknowledges that SELLER has a month to month lease with regard to the
Property wherein SELLER is the Landlord and United Rental is the Tenant. BUYER shall accept the Property as of the
closing subject to such month to month lease or any new lease between such Tenant and BUYER. All rent accruing on
or after the Closing shall be paid to Buyer.
18. ACCEPTANCE. When accepted, this Agreement shall become a binding contract. If not accepted and
delivered to BUYER on or before the 9th day of February, 2001, 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.
Accepted FEBRUARY _, 2001. Dated FEBRUARY 2001.
PLASTIC CENTER, INC., SELLER CITY OF DUBUQUE, IOWA, An Iowa
MUNICIPAL CORPORATION, BUYER
By By
James M. Pfohl, Its President Its Authorized Representative
G:\WPDOCS\DONNAB\Docs\Plastic Center Inc Offer to Buy Real Estate and Acceptance Non-Residential.wpd
Page 4 of 4
City Clerk's Office
50 West 13th Street
Dubuque, Iowa 52001-4864
(319) 589-4120
(319) 589-0890 FAX
Roger V. Stageberg
Lommen Nelson Law Firm
1800 IDS Center
80 South Eighth Street
Minneapolis MN 55402
RE: United Rentals' Lease
Dear Mr. Stageberg:
THE CITY OF
DUB E
���iincy � or
May 1, 2001
Enclosed is a signed copy of the Lease Agreement between the City of Dubuque,
Iowa and United Rentals, Inc. I have retained one signed copy for the City's
records.
Sincerely,
-' Jeanne F. Schneider
City Clerk
Enclosure
cc: Barry Lindahl, Corporation Counsel
Cindy Steinhauser, Parking System Supervisor
Service People
Integrity Responsibility
Innovation Teamwork
1800 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
(612) 339-8131
National Toll -Free (800) 752-4297
FAX (612) 339-8064
Barry A. Lindahl
The City of Dubuque
196 Dubuque Building
700 Locus Street
Dubuque, IA 52001-6824
Dear Barry:
LOMMEI\
)IIELSQN
LAW FIRM
Lommen, Nelson, Cole & Stageberg, RA.
Roger V. Stageberg
Attorney at Law
Minneapolis Office
Web Site: http://www.lommen.com
E-mail Address: ROGER@EMAIL.LOMMEN.COM
(612) 336-9335
April 25, 2001
RE: United Rentals, Inc.
Grandview Professional Building, Suite 210
400 South Second Street
Hudson, Wisconsin 54016
(715) 386-8217
Twin City Line (651) 436-8085
FAX (715) 386-8219
I finally received the signed Lease Agreements back from United Rentals' home office in
Connecticut. Enclosed are both copies. Please have one signed by the City of Dubuque and
return to me for my file.
Best personal regards.
Yours very truly,
LOMMEN, NELSON, COLE & STAGEBERG, P.A.
By
Roger Stageberg
RV S :kh
Enclosures.
Doc #93500
BARRY A. LINDAHL,
CORPORATION COUNSEL, C$TY"OF DUBUQUE
MEMO
To: Jeanne Schneider
City Clerk
DATE: April 30, 2001
RE: United Rentals, Inc.
Jeanne:
Would you please have the City Manager sign the two copies of this lease and return one
original to attorney Roger Stageberg. Thank you.
Cc: Cindy Steinhauser, Parking Services Supervisor
BAL/jm
196 DUBUQUE BUILDING 700 LOCUST STREET DUBUQUE, IA 52001-6824
TELEPHONE (319) 583-4113 / FAX (319) 583-1040 / EMAIL BALESQ@MWCI.NET