U.S. Postal Service - Parking Lot Purchase Agreement and Deed Copyrighted
April 17, 2017
City of Dubuque Consent Items # 11.
ITEM TITLE: U.S. Postal Service - Parking Purchase Agreement
SUMMARY: City Manager recommending approval of an Agreement of
Purchase and Sale to purchase the 8,474-square foot
parking lot located at the corner of Locust and 5th Streets
from the U.S. Postal Service.
RESOLUTION Approving an Agreement for the Purchase
of Real Estate in the City of Dubuque, Iowa commonly
referred to as The Historic Federal Building Post Office
Parking Lot from the United States Postal Service
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt
Resolution(s)
ATTACHMENTS:
Description Type
USPS Parking Purchase Agreement-MVM Memo City Manager Memo
Staff Memo Staff Memo
Purchase Agreement Supporting Documentation
Resolution of Approval Resolutions
THE CITY OF Dubuque
DUB E i"
Masterpiece on the Mississippi 2007.2012.2013
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Acquiring US Postal Service Parking for Additional Capacity in City's
Parking System
DATE: April 11, 2017
Economic Development Director Maurice Jones recommends City Council approval of
an Agreement of Purchase and Sale to purchase the 8,474-square foot parking lot
located at the corner of Locust and 5t" Streets from the US Postal Service for a
purchase price of $135,000.
1 concur with the recommendation and respectfully request Mayor and City Council
approval.
ZyL1 -A^--
Mic ael C. Van Milligen
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Maurice S. Jones, Economic Development Director
Dubuque Economic Development Department
THE CITY OF 50 West 13th Street
AII-AwftlitY Dubuque,Iowa 52001-4864
DUB3 &kE1 I Office(563)589-4393
TTY(563)690-6678
® http://www.cityofdubuque.org
Masterpiece on the Mississippi 200.2012.2013
TO: Michael Van Milligen, City Manager
FROM: Maurice S. Jones, Economic Development Director
SUBJECT: Acquiring USPS Parking for Additional Capacity in City's Parking System
DATE: April 10, 2017
INTRODUCTION
The purpose of this memorandum is to propose the acquisition of additional parking
space from the US Postal Service, to increase our downtown parking capacity and/or
future development opportunities.
BACKGROUND
The Economic Development Department has been in communication with the United
States Postal Service (USPS) to discuss their plans for the parking lot immediately
adjacent to the south side of the Historic Federal Building.
DISCUSSION
In August 2016, Felderman Appraisals provided the City an appraisal of the 8,474-
square foot parking lot located at the corner of Locust and 5th Streets. The parcel is in
overall below standard condition and currently sits vacant. This could be an excellent
opportunity to acquire additional property to help relieve some of the parking needs in
our downtown area.
With City Council approval, City staff negotiated a purchase price of$135,000 for the
vacant lot. Millwork District Parking CIP 3602250-73211 will be used as the source of
funds for the acquisition. This fund has a current balance of$1,125,403.85.
RECOMMENDATION/ ACTION STEP
I respectfully recommend approval of this purchase, to alleviate increasing downtown
parking demands and expand development opportunities.
Prepared by Jill Connors. Economic Development. 50 W. 13th St.. Dubuque. IA 52001. 563-589-4393
Return to Kevin Firnstahl, City Clerk, 50 W. 13th St., Dubuque, IA 52001, 563-589-4100
RESOLUTION NO. 138-17
APPROVING AN AGREEMENT FOR THE PURCHASE OF REAL ESTATE IN THE CITY
OF DUBUQUE, IOWA COMMONLY REFERRED TO AS THE HISTORIC FEDERAL
BUILDING POST OFFICE PARKING LOT FROM THE UNITED STATES POSTAL
SERVICE
Whereas, United States Postal Service was the owner of S. 10 of 34' of Lot 103
City Lot 104 in the City of Dubuque, Iowa, according to the United States Commissioners'
Map of the Town of Dubuque, Iowa (the Property); and
Whereas, the City Council found that it was in the best interests of the City of
Dubuque to purchase the Property for future parking and redevelopment needs in the
city's downtown core; and
Whereas, the Offer to Buy and Acceptance set forth the terms and conditions of
the purchase of property from United States Postal Service; and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
Section 1. That the City Manager is hereby authorized and directed to execute,
on behalf of the City of Dubuque, Iowa, said Agreement.
Passed, approved and adopted this 17th day of April, 201
Roy D. B;(/oI, Mayor
,4.4,...,1-
L i :
Kevin,S. Firnstahl, qty clerk
„,"
AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT OF PURCHASE AND SALE ("Agreement") is entered into by the United States
Postal Service ("USPS") and City of Dubuque, IA ("Buyer") effective as of the date indicated below the
USPS signature on the execution page of this Agreement (the Effective Date").
In consideration of the mutual agreements set forth below, USPS and Buyer agree as follows:
1. KEY DEFINED TERMS.
The terms below have the meanings ascribed to them:
Closing Date: On or before May 25th,2017.
Contingency Period: The period beginning on the Effective Date and ending on the earlier of the
Contingency Removal Date or the date of either party's termination of its purchase or sale
obligations in accordance with this Agreement.
Contingency Removal Date: May 1St, 2017.
Day or day shall mean a calendar day; business day shall mean those days of the week that are not
a Saturday, Sunday or federal holiday.
Deposit: the combined Initial Deposit and Additional Deposit and any other funds Buyer places into
escrow with the Escrow Agent, plus all interest earned on all such funds.
Initial Deposit: USD$13,500.00, payable in immediately available funds by wire transfer is due
on Buyer's execution and delivery of this Agreement.
Additional Deposit: NA
Effective Date: as defined in the opening paragraph.
Escrow Agent: Dubuque Bank & Trust
Attn: Doug Stiliings
1398 Central Avenue
Dubuque, IA 52001
Notice Addresses: For purposes of notices pursuant to Section 11.1, Notice Addresses are:
Buyer: City of Dubuque, Iowa
Attention: Economic Development
Department
Address: 50 W. 13th Street
Dubuque, IA 52001
With a Copy To: City Attorney's Office
Attention: Crenna Brumwell
Address: 300 Main Street, Suite 330
Dubuque, IA 52001
USPS: USPS Headquarters
Attention: James M. Ruffing
Address: 475 L'Enfant Plaza SW, Rm 6670
Washington, D.C. 20260-1862
With a Copy To: USPS Facilities
Attention: Joseph D. Lowe
Address: P.O. Box 27497
Greensboro, NC 27498-1103
Agreement of Purchase and Sale
Page 1 of 14
Property: that certain parcel of land [and the improvements thereon] known as 501 Locust St. and
more particularly described on Exhibit A. By notice to Buyer, USPS may modify Exhibit A to conform
to Buyer's survey and title commitment.
Purchase Price: USD$135,000.00, payable in immediately available funds by wire transfer.
Surviving Rights: USPS and Buyer rights and obligations under:
Escrow Agreement (defined in Section 3.2)
Section 6.4 (Buyer's Release and Assumption)
Section 6.5 (Restoration)
Section 6.6 (Studies and Reports/Nondisclosure)
Section 8.5 (Brokerage)
Section 8.6 (Payment of Escrow Fees and Costs)
Section 9 (Default and Remedies)
Section 10 (indemnification, Release, Assumption)
USPS Representative: James M. Ruffing. [james.m.ruffing@usps.gov]
2. AGREEMENT TO PURCHASE AND TO SELL
2.1. Purchase and Sale. Buyer shall purchase the Property from USPS, and USPS shall sell the
Property to Buyer, for the Purchase Price on the terms and conditions contained in this
Agreement.
2.2. Additional Consideration. If Buyer is any governmental or quasi -governmental entity that
changes entitlements for the Property within 12 months subsequent to purchase, then Buyer
will be required, should such entity sell, lease or otherwise transfer all or a substantial portion
within 24 months of the closing of the purchase from USPS, to pay USPS 50% of the increase
in the gross purchase price and/or other consideration paid by the party to whom the
property is transferred, over the Purchase Price.
2.3. Exclusions from Sale - General. Sale of the Property excludes, and USPS reserves exclusively to
itself, all rights, interests, and assets not expressly and specifically included in the term
"Property" defined above. Without limiting the foregoing, "Property" excludes all intangibles,
including (1) murals and artwork [(other than the relief carvings)], (ii) all rights to the use of
USPS Marks (defined below), logos, images, insignia, and other intangibles and intellectual
property of the USPS, and (iii) such items as USPS removes pursuant to Section 8.7.
2.4. Exclusions from Sale — USPS Marks.
2.4.1. Definitions. "USPS Marks" refers to all trademarks, service marks, trade names, brands,
and domain names, containing the terms "POST OFFICE, "UNITED STATES POSTAL SERVICE,"
"U.S. POSTAL SERVICE," "POSTAL SERVICE," and "USPS" in any form or format, with or without
any accompanying design or additional terms, and regardless of spacing.
2.4.2. Use of USPS Marks By Buyer Prohibited. This sale excludes the name "POST OFFICE"
and all USPS Marks. Buyer shall not use or purport to license others to use the USPS Marks or
any confusingly similar mark in any format or form, whether in connection with any goods or
Agreement of Purchase and Sale
Page 2 of 14
services, in advertising, marketing and promotional materials (including by way of example
and not limitation, websites, domain names, advertisements, and signage), or otherwise.
Buyer shall not use the USPS Marks in any corporate name, company name, or fictional firm
name. Without limiting the above, Buyer shall not use "POST OFFICE," "OLD POST OFFICE" or
similar designations as the name of the Property or any building or any businesses relating to
or that are located on the Property. Buyer represents and warrants that it does not possess or
control any rights to any domain names, social media usernames or any other transferable
username, login or registration containing any USPS Marks or any confusingly similar mark.
2.4.3. Ownership; Agreement Not to Challenge Rights. Buyer acknowledges and shall not
contest Seller's exclusive ownership and control of the USPS Marks worldwide, the validity of
the USPS Marks, the goodwill associated therewith in the minds of the public, and the validity
of all pending applications and registrations therefor. Buyer shall take no action that would or
may adversely affect the USPS Marks, including by way of example and not limitation, filing
any trademark application worldwide containing any USPS Marks, in whole or in part.
2.5. Buyer's Termination of Purchase Obligation. Buyer may terminate its purchase obligation by
notifying USPS of such termination ("Termination Notice") not later than 4:00 p.m.
Washington D.C. time on the Contingency Removal Date. Notwithstanding the provisions of
Section 11.1, Buyer may deliver the Termination Notice via electronic mail to the USPS
Representative, which shall be effective to terminate Buyer's purchase obligation if timely
delivered. However, as a condition to obtaining a return of the Deposit, Buyer also must
deliver a physical paper copy of the Termination Notice in accordance with Section 11.1 to the
USPS Representative within 5 business days after delivering the Termination Notice
electronically.
2.6. Failure to Terminate. If Buyer fails to terminate its purchase obligation as provided in Section
2.5 above, then (i) Buyer's purchase obligation shall remain in full force and effect, (ii) Buyer
shall deposit the Additional Deposit with the Escrow Agent, (iii) the Deposit shall be non-
refundable, except as otherwise provided in this Agreement, and (iv) Buyer shall be deemed
to represent to USPS that Buyer has concluded all investigations of the Property and title that
it desires, and that Buyer is satisfied with the condition of the Property, including the
condition of title (excluding Objections defined in Section 5.1.1 below), and at Closing shall
accept the Property in its AS IS condition as of the Contingency Removal Date, subject to
Section 6.8.
2.7. USPS Contingency. USPS's obligation to sell the Property is subject to USPS management
approval of the sale and is conditioned upon completion to USPS's satisfaction of all
applicable legal requirements and policies for compliance with certain laws and regulations,
including (1) Section 106 of the National Historic Preservation Act, 16 U.S.C. 470, 36 CFR Part
800, Executive Order 12072, and Executive Order 13006; (ii) 39 U.S.C. 404(d) and 39 CFR
241.3; (iii) 39 CFR 241.4, and (iv) the National Environmental Policy Act. if USPS management
does not approve the sale by the Closing Date, or USPS determines legal requirements or
compliance remain unsatisfied as of the Closing Date, then by notice to Buyer, USPS may
terminate its obligation to sell the Property.
3. WHEN AGREEMENT EFFECTIVE; ESCROW AGREEMENT; TERMINATION AND SURVIVING RIGHTS.
3.1. When Agreement Effective. This Agreement shall become effective and the parties bound as
of the Effective Date. Submission of the form of this Agreement to Buyer shall not constitute
an offer or option.
Agreement of Purchase and Sale
Page 3 of 14
3.2. Escrow Agreement. Concurrently with entering into this Agreement, Buyer, Escrow Agent and
USPS shall mutually execute and deliver an escrow agreement ("Escrow Agreement")
substantially in the form attached as Exhibit B not later than five (5) business days after the
Effective Date. If such parties do not timely execute and deliver the Escrow Agreement, then
by notice to Buyer, USPS may terminate its obligation to sell the Property.
3.3. Termination of Obligations; Surviving Rights. If Buyer properly exercises a termination right in
accordance with this Agreement, then neither party shall have any further obligations or
rights under this Agreement, except the Surviving Rights. Subject to Section 2.5 above and
Section 6.6 below, following such termination, Buyer may notify the Escrow Agent to return
the Deposit to Buyer. If USPS exercises a termination right in accordance with this Agreement,
other than under Section 9.1 below, then USPS shall notify Escrow Agent to return the
Deposit to Buyer and neither party shall have any further obligations or rights under this
Agreement, except the Surviving Rights. If Buyer defaults or fails to timely deliver a paper
notice as required by 2.5, or if USPS exercises a termination right in accordance with Section
9.1 or Section 11.2 below, then USPS may notify Escrow Agent to disburse the Deposit to
USPS and neither party shall have any further obligations or rights under this Agreement,
except the Surviving Rights. During any period when Buyer is in default under this Agreement,
none of Buyer's termination rights shall be exercisable and Buyer shall not be entitled to the
Deposit or any portion thereof.
4. PAYMENT OF PURCHASE PRICE
Subject to termination of the purchase and sale obligations as permitted by this Agreement, Buyer shall
pay USPS the Purchase Price as follows:
4.1. Initial Deposit. Upon Buyer's execution and delivery of this Agreement to USPS, Buyer shall
deposit the Initial Deposit with the Escrow Agent. The Deposit shall be held and disbursed
pursuant to the Escrow Agreement.
4.2. Additional Deposit. If Buyer does not terminate its purchase obligation in accordance with
Section 2.5 above, then Buyer shall deposit the Additional Deposit with the Escrow Agent on
or before the Contingency Removal Date. Buyer's failure to deposit the Additional Deposit
when required shall constitute a Buyer default, entitling USPS to retain the Initial Deposit as
liquidated damages for such default.
4.3. Application of Deposit. Subject to the terms of this Agreement, the Deposit shall be (i) applied
against the Purchase Price, (ii) refunded to Buyer if either party terminates its obligations in
accordance with this Agreement (excluding a termination under Section 9.1 or Section 11.2
below), or (iii) paid to USPS upon any default by Buyer.
4.4. Balance of Purchase Price. Buyer shall pay the balance of the Purchase Price (net of the
Deposit), plus all Closing costs payable by Buyer, plus or minus prorations and adjustments
shown on the closing statement approved by USPS and Buyer, all by wire transfer to the
Escrow Agent. Buyer shall deposit such amount with the Escrow Agent not later than two
business days prior to the Closing Date.
5. BUYER'S REVIEW OF TITLE
5.1. Title Obiections; USPS Cure Option.
Agreement of Purchase and Sale
Page 4 of 14
5.1.1. Title Obiections. Buyer may notify USPS in writing ("Objection Notice") of any title or
survey objections pertaining to the Property ("Objections"), provided, however, that (i) Buyer
must deliver such notice at least ten business days prior to the Contingency Removal Date,
and (ii) the Objection Notice must include a copy of a title insurance commitment ("Title
Commitment") to Buyer for title to the Property, copies of all matters of record for the
Property, and a survey of the Property sufficient to remove the standard survey exception
from Buyer's title insurance policy.
5.1.2. USPS Cure Option. If Buyer timely delivers a valid Objection Notice, then USPS may
elect by notice to Buyer ("Cure Notice") to cure one or more of the Objections prior to
Closing. If USPS does not give a Cure Notice on or before the fifth business day preceding the
Contingency Removal Date, then USPS shall be deemed to have elected not to cure any
Objection. If USPS elects (or is deemed to have elected) not to cure any Objection, then Buyer
may terminate its purchase obligation in accordance with Section 2.5. If USPS elects to cure
an Objection, but then fails to cure such Objection on or before 4:00 p.m. Washington D.C.
time on the fifth business day preceding the Closing Date, then Buyer, as its sole remedy, may
terminate its purchase obligation by notifying USPS of such termination not later than 4:00
p.m. Washington D.C. time on the third business day preceding the Closing Date. An Objection
shall be deemed cured if the Escrow Agent or a reputable substitute title company commits to
deliver to Buyer at Closing its standard commercial title insurance commitment to insure
(subject to Buyer's payment of premium and other standard requirements) Buyer's title to the
Property with the Objection removed as an exception to title or with affirmative insurance
covering such Objection. If Buyer fails to terminate its purchase obligation when it is entitled
to do so under this Section 5.1.2, then Buyer shall be deemed to have waived all Objections
and elected to accept title to the Property notwithstanding any Objection. If USPS timely
cures all Objections it elected to cure, or Buyer is deemed to have waived Objections, then
the parties shall proceed with Closing.
5.2. Condition of Title. USPS shall not voluntarily place any encumbrances against title to the
Property after the Effective Date. At Closing, USPS shall convey, and Buyer shall accept, title to
the Property by quit claim deed, subject only to the following:
5.2.1. All restrictions, covenants, easements, encumbrances, liens of any kind, leases, and
interests of others, including rights-of-way for roads, pipelines, railroads, and public utilities,
whether or not matters of public record;
5.2.2. Applicable laws, ordinances, statutes, order and regulations to which the Property is
subject, including all building and zoning laws, ordinances and regulations, and all
environmental laws ordinances or regulations;
5.2.3. Liens for taxes and liens for special assessments that exist as of the Closing Date but
that are not payable by USPS;
5.2.4. All matters of public record as of the Effective Date, any matter that would be disclosed
by a survey of the Property, all matters or circumstances that a physical inspection of the
Property might disclose, and any matter that appears on title or survey information Buyer
obtains that are approved, deemed approved, accepted, waived or otherwise not objected to
by Buyer under Section 5.1.1;
5.2.5. lithe Property, in whole or in part, contains wetlands or is located in a 100 -year
floodplain, the instrument of conveyance shall reference the same and state that the Property
Agreement of Purchase and Sale
Page 5 of 14
may be restricted in use pursuant to federal, state, or local wetland and/or floodplain
regulations.
5.2.6. Reserved.
5.2.7. Reserved.
5.2.8. Reserved.
6. BUYER'S INVESTIGATION OF PROPERTY
6.1. AS -IS WHERE -IS CONDITION. THE PROPERTY IS SOLD STRICTLY IN ITS AS -IS, WHERE -IS
CONDITION AS OF THE CONTINGENCY REMOVAL DATE, SUBJECT TO SECTION 6.8
(DESTRUCTION OF PROPERTY), INCLUDING REASONABLE WEAR AND TEAR THEREAFTER, WITH
ALL FAULTS, INCLUDING DEFECTS SEEN AND UNSEEN AND ALL CONDITIONS NATURAL AND
ARTIFICIAL, WITHOUT RIGHT OF SET-OFF OR REDUCTION IN THE PURCHASE PRICE AND
WITHOUT REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED. BUYER ACCEPTS ALL
RESPONSIBILITY TO INSPECT THE REAL AND PERSONAL PROPERTY FOR PATENT AND LATENT
DEFECTS AND, IN ENTERING INTO THIS AGREEMENT, BUYER HAS NOT BEEN INDUCED BY, AND
HAS NOT RELIED UPON, ANY REPRESENTATIONS, WARRANTIES, OR STATEMENTS, WHETHER
EXPRESS OR IMPLIED MADE BY USPS OR ANY AGENT, EMPLOYEE OR OTHER REPRESENTATIVE
OF USPS THAT ARE NOT EXPRESSSLY SET FORTH HEREIN. INSTEAD, BUYER'S DECISION TO BUY
THE PROPERTY IS BASED SOLELY UPON BUYER'S OWN EXAMINATION, INSPECTION AND
ANALYSIS OF THE PROPERTY. USPS SHALL HAVE NO LIABILITY TO BUYER FOR THE CONDITION
OF THE PROPERTY. IN NO EVENT SHALL THE PURCHASE PRICE BE REDUCED OR THE SALE
RESCINDED IF THE PROPERTY FAILS TO CORRESPOND TO BUYER'S EXPECTATIONS, OR IF
ACTUAL COSTS FOR BUYER'S USE OF THE PROPERTY EXCEED PROJECTED COSTS.
6.2. Buyer's Right of Entry. USPS grants a revocable license to Buyer to enter upon the Property
during the Contingency Period to investigate the Property at Buyer's sole risk and expense, in
accordance with this Agreement. At least 48 hours prior to each entry, Buyer must notify the
USPS Representative via email of the date and time of the planned entry, the names of
Buyer's employees, agents and contractors that will be entering the site, and the scope of
work they will undertake during such entry. Buyer must receive the USPS Representative's
emailed approval prior to each entry. USPS may require that USPS representatives accompany
Buyer's personnel. Buyer shall not interfere with USPS's operations at the Property. Buyer's
investigations may include a visual inspection of the Property and improvements, a Phase I
Environmental Assessment in accordance with ASTM standards (a "Phase I"), boundary and
topographic surveys, investigation of utilities, and physical inspections.
6.3. Limitations on Buyer's Right of Entry. Notwithstanding Section 6.2, Buyer shall not perform
any invasive physical testing at, on, around or under the Property, such as soil or groundwater
sampling, soil borings, or sampling of building environmental conditions (e.g., for lead based
paint, lead in drinking water, asbestos, mold, radon, or vapor intrusion). Buyer may make
written request to USPS for permission to conduct such activities, accompanied by a copy of
Buyer's Phase I report. USPS, in its sole discretion, may grant or deny such request. A grant of
permission shall be co -extensive with the Contingency Period and shall be evidenced by the
parties' entering into a Right of Entry Agreement prepared by USPS.
6.4. Buyer's Release and Assumption. Buyer shall be responsible for its employees, agents and
contractors conducting all investigations safely and following all federal, state and local laws,
rules and regulations. Buyer expressly releases USPS from, and accepts and assumes on behalf
Agreement of Purchase and Sale
Page 6 of 14
of itself, its contractors, employees and agents, all risks, known or unknown, of entering the
Property and performing any work thereon.
6.5. Restoration. After any entry onto the Property, Buyer, at its sole risk and expense, shall
restore the Property to the condition that it was in prior to such entry.
6.6. Studies and Reports/Nondisclosure. Buyer shall cause all environmental and other reports,
studies, and analyses (collectively "Reports"), obtained or prepared by or for Buyer relating to
the Property to be conspicuously labeled "DRAFT" and Buyer shall promptly deliver copies to
USPS. Buyer shall not disclose any Reports to any person or entity whatsoever, except
pursuant to applicable statutory or regulatory requirements or with USPS's written consent,
provided that Buyer may furnish a copy of the Reports, subject to this nondisclosure
provision, to Buyer's potential mortgagees or investors, or to any consultants who prepare or
review any of the Reports. Buyer shall notify USPS of the identity of recipients of the Reports.
If the sale under this Agreement does not close for any reason, including a termination in
accordance with this Agreement, then all copies of the Reports shall become the property of
USPS exclusively and Buyer shall deliver, or cause to be delivered, to USPS all copies of all
Reports in the possession of Buyer and other recipients of the Reports within 30 days after
USPS requests such copies. Buyer's right, if any, to a return of the Deposit shall be suspended
for so long as USPS has not received all such copies. Buyer shall cooperate with USPS and
assist USPS in obtaining such Reports following any termination of this Agreement.
6.7. Buyer's Failure to Deliver Phase I; USPS Termination. If Buyer obtains a Phase I for the
Property but fails to deliver a copy of Buyer's Phase I to USPS at least 15 business days prior to
the Closing Date, or if USPS in its sole discretion is not satisfied with the conditions disclosed
by the Reports, then USPS may terminate its obligations to sell the Property by giving Buyer
notice of termination prior to the Closing Date.
6.8. Destruction of Property. In the event of destruction of the Property, or damage to the
Property exceeding normal wear and tear, prior to Closing, then by notice to Buyer, USPS may
terminate its obligation to sell the Property or may postpone the Closing Date by 60 days (the
"Closing Extension"). If USPS so terminates, then, subject to Section 6.6 above, USPS shall
notify Escrow Agent to return the Deposit to Buyer and neither party shall have any further
obligations or rights under this Agreement, except the Surviving Rights. If USPS postpones the
Closing Date, then by notice to Buyer on or before the 45th day of the Closing Extension, USPS
may elect to restore the Property to its condition prior to the damage or destruction, or to
such lesser condition acceptable to Buyer. If USPS fails to timely give such notice or
affirmatively elects not to restore the Property, then by notice to USPS prior to the 50th day of
the Closing Extension, Buyer may elect to terminate its obligation to purchase and receive a
return the Deposit and upon such termination, neither party shall have any further
obligations or rights under this Agreement, except the Surviving Rights. If USPS elects to
restore the Property, or if Buyer fails to terminate despite USPS not electing to restore, then
the Agreement shall continue in full force and effect with no reduction in the Purchase Price,
except the Closing Date shall be extended to allow for any restoration by USPS, if USPS so
elects.
7. REPRESENTATIONS AND DUE DILIGENCE MATERIALS.
7.1. USPS Representations. The USPS representations set forth below are made only to the
current, actual knowledge of the USPS Representative, without conducting any investigations,
except a review of Property files in his direct possession. Buyer may make a claim based on or
Agreement of Purchase and Sale
Page 7 of 14
arising out of any alleged inaccurate or false USPS representation only if Buyer asserts any
such claim with specificity in a notice to USPS delivered within twelve months after the
Closing Date. Buyer waives all other claims based on or arising out of any alleged inaccurate
or false USPS representation. Subject to the foregoing, as of the Effective Date, USPS
represents to Buyer that:
7.1.1. USPS has not given any person or entity an option, right of first refusal, or other right to
purchase the Property that remains in full force and effect.
7.1.2. There is no litigation concerning the Property that would have a material adverse effect
upon the Property or Buyer's ownership thereof.
7.2. Buyer's Representations. Buyer hereby represents to USPS that:
7.2.1. Buyer and the individuals signing this Agreement on behalf of Buyer have the full legal
power, authority and right to execute and deliver, and to perform their legal obligations
under, this Agreement.
7.2.2. Buyer's performance hereunder and the transactions contemplated hereby have been
duly authorized by all requisite action on the part of Buyer and no remaining action is
required to make this Agreement binding on Buyer.
7.2.3. By entering into this Agreement, performing its obligations under this Agreement, and
purchasing the Property, Buyer shall not be in default of any contract to which it is a party.
7.3. Due Diligence Materials. If Buyer requests specific due diligence materials from USPS, the
USPS Representative shall endeavor to provide Buyer with copies of such materials as are in
the USPS Representative's immediate possession, excluding USPS generated or proprietary
materials, appraisals, internal memoranda, valuation documents and any other document
that USPS determines is proprietary and/or confidential. All information and documents
provided by USPS are without warranty of any kind whatsoever. Without USPS's prior written
consent, Buyer shall not disclose such information or documents to any person or entity,
other than to Buyer's potential mortgagees or investors that are contractually bound to keep
such information and documents confidential, and Buyer shall remain liable for any
unauthorized disclosure. Buyer shall return all copies of information and documents to USPS if
the transaction under this Agreement fails to close for any reason.
7.4. Receipt of Hazmat Notice. Buyer acknowledges receipt of the notice required by USPS
Handbook RE -6 4-7.1.
7.5. No Warranties. No representation, warranty, agreement, or promise that is not expressly set
forth in this Agreement shall be binding on USPS. In furtherance of the foregoing, USPS
expressly disclaims warranties and representations, express or implied, as to the Property's
development potential or zoning, the quality of the labor and/or materials included in any of
the improvements, the nature, size, or quality of the Property or fitness for any particular
purpose, the accuracy of any plats or plans, the Property's compliance with applicable laws,
regulations, or codes, or the presence or suspected presence of underground storage tanks,
piping, or hazardous wastes, asbestos -containing materials or lead-based paint. USPS is not
responsible for the acts and/or omissions of predecessors in title, or management of the
Property. BUYER SHALL RELY SOLELY ON ITS OWN INVESTIGATIONS OF THE PROPERTY,
INCLUDING TITLE AND THE PHYSICAL CONDITION OF THE PROPERTY, AND BUYER SHALL NOT
RELY ON ANY STATEMENT OR INFORMATION MADE OR GIVEN, DIRECTLY OR INDIRECTLY,
Agreement of Purchase and Sale
Page 8 of 14
ORALLY OR IN WRITING, EXPRESS OR IMPLIED, BY USPS OR ITS AGENTS AS TO THE CONDITION
OF THE PROPERTY.
7.6. Buyer's Waiver of Claims. USPS shall not be liable to Buyer or its successors or assigns for any
errors, omissions, or construction defects for work performed by contractors and consultants
in connection with the Property.
8. CLOSING
8.1. Closing and Delivery of Funds. USPS and Buyer shall consummate the purchase and sale of the
Property (the "Closing") through the Escrow Agent on the Closing Date through USPS's
execution and delivery of the deed and other documents required by Section 8.2 and Buyer's
payment of the full Purchase Price to USPS and execution and delivery of the documents
required by Section 8.2, all in accordance with this Agreement and the Escrow Agreement.
The parties shall direct the Escrow Agent to remit to USPS by wire transfer all cash due USPS
at the Closing concurrently with the Escrow Agent transmitting the deed for recording. As of
the Closing Date, Buyer shall secure its own insurance, transfer all utilities to its name, and
assume all other responsibilities of ownership, including responsibility for utility payments,
taxes and assessments, and for personal injury, property damage, and any loss or damage of
any type that relate to the Property. Whether or not Buyer performs as stated in the
immediately preceding sentence, USPS shall have no liabilities of ownership, including
responsibility for utility payments, taxes or assessments, or for personal injury, property
damage, or any loss or damage of any type relating to the Property following Closing, nor shall
USPS be required to notify any utilities or local or state governmental agencies or authorities
of the transfer of ownership of the Property to Buyer.
8.2. Closing Documents. Prior to the Closing Date, the parties shall deliver the following
documents in escrow to the Escrow Agent:
8.2.1. USPS shall deliver a deed conveying the Property in accordance with this Agreement
and containing the statements required by Section 5.2.5, if applicable.
8.2.2. Reserved.
8.2.3. Buyer shall deliver to the Escrow Agent with a copy to USPS, Buyer's certified
organizational documents, a current good standing certificate, any other documents
requested to evidence Buyer's authority to perform its obligations under this Agreement and
to take title to the Property and any other documents as may be required by the Escrow
Agent or state, federal or local authorities.
8.2.4. Buyer and USPS shall execute and deliver mutually acceptable closing statements, such
acceptance not to be unreasonably withheld, identifying the sources and disbursements of
funds at Closing.
8.2.5. Reserved.
8.2.6. Reserved.
8.3. USPS Performance. USPS's delivery of the deed and other document(s) required from USPS
under Section 8.2 shall constitute full performance and discharge of every obligation of USPS
under this Agreement.
8.4. Prorations. All items of income and expense, including taxes and assessments, if any, shall be
prorated as of the date of Closing. Expense items undetermined as of the Closing Date,
Agreement of Purchase and Sale
Page 9of14
including assessments and water and sewer charges, shall be prorated based on the prior
month's or year's amount or on other available information. To the extent adjustment items
cannot be precisely determined at Closing, the parties shall make adjustments after Closing
when the actual expenses become known, but in any event not later than 180 days after the
Closing Date.
8.5. Brokerage. USPS represents that it has engaged CBRE, Inc. ("USPS Broker") as its broker for
the transaction contemplated by this Agreement and USPS shall be solely responsible for
payment of the USPS Broker's commission. Buyer represents that it has not engaged any
broker. Buyer and USPS shall indemnify each other from and against all Claims for or in
connection with any brokerage commission, fee or other compensation due or alleged to be
due as a result of the indemnifying party's actions or inactions in connection with the
transaction contemplated by this Agreement.
8.6. Payment of Escrow Fees and Costs. At Closing, Buyer and USPS shall share equally the Escrow
Agent's escrow fees and charges for copying and delivery. If either party exercises a
termination right and Buyer is entitled to a return of the Deposit and there are fees due the
Escrow Agent, then Buyer's share of such fees shall be deducted from any refund of the
Deposit to Buyer and paid to Escrow Agent. Each of Buyer and USPS shall pay the fees and
costs of their respective legal counsel and consultants. Buyer shall pay all other costs related
to this transaction, including title insurance, surveys, reports, due diligence, insurance of any
kind, taxes, recording fees and stamps, and environmental assessments, and no such costs
shall be credited towards the Purchase Price.
8.7. USPS's Personal Property and Fixtures. Buyer hereby grants USPS a right of access, at no cost
to USPS, for a period of 10 business days following the Closing to remove such of the personal
property, including furniture, furnishings and equipment (artwork, murals, sculptures, post
office boxes, trade fixtures, facility identification, lobby tables, chairs, file cabinets, etc.);
fixtures, including scissor lifts; and security systems (including security cameras and wiring
therefor) as USPS may, in its sole discretion, elect to remove. Any personal property, fixtures
or security system remaining on the Property after such time shall be deemed conveyed to
Buyer and USPS shall have no responsibility therefor. Unless the area affected is intended to
be demolished, USPS shall repair any unsafe condition resulting from any such removal.
8.8. Possession. Subject to Section 8.7, effective with the Closing, USPS shall be deemed to have
delivered possession of the Property to Buyer.
9. DEFAULT AND REMEDIES.
9.1. Default by Buyer. Buyer will be in "default" if (i) the Closing does not occur on the Closing
Date because of any Buyer act or omission, (ii) Buyer fails to pay the Additional Deposit when
due, (iii) Buyer fails to comply with or perform any other obligation under this Agreement and
Buyer fails to cure such failure within 10 days after notice from USPS, or (iv) any Buyer
representation is untrue when made or as of the Closing Date and Buyer fails to cure such
false representation within 10 days after notice from USPS. In the event of a Buyer default
described in clause (1) or (ii), USPS may terminate its obligation to sell the Property and USPS
shall be entitled to receive and retain the Deposit as liquidated and agreed upon damages as
USPS's sole remedy for such default. Buyer and USPS understand the impracticality and
difficulty of fixing USPS's actual damages in the event of such default, and the parties
therefore agree that the Deposit represents a reasonable estimate of the actual damages that
USPS would incur. Upon any other Buyer default, USPS may terminate its obligation to sell the
Agreement of Purchase and Sale
Page 10 of 14
Property, receive and retain the Deposit to be applied against USPS damages, and
additionally, pursue any and all other available remedies. USPS shall refund to Buyer any
portion of the Deposit in excess of USPS's damages.
9.2. Default by USPS. USPS shall be in "default" if (i) USPS wrongfully refuses to convey the
Property to Buyer at Closing for any reason other than a Buyer default, and such failure
continues for three business days, or (ii) USPS fails to comply with or perform any other
obligation under this Agreement and fails to cure such failure within 10 days after notice from
Buyer. In the event of a USPS default, Buyer shall not be entitled to monetary damages from
USPS and Buyer's sole remedy shall be to terminate its obligation to purchase the Property by
notice to USPS and receive a return of the Deposit. Under no circumstances shall Buyer be
entitled to specific performance of this Agreement, or to special, punitive or consequential
damages, including anticipated profits.
9.3. Remedies Not a Limitation on Indemnity Obligations. Nothing in this Section 9 shall limit any
obligations or indemnities of the parties contained elsewhere in this Agreement.
10. INDEMNIFICATION, RELEASE, ASSUMPTION
10.1. Defined Terms. The following terms have the meanings ascribed to them below:
"Claims" means claims, liens, costs (including reasonable attorneys' fees, court costs,
allocated in-house attorney costs and costs paid in settlement of any claims), liabilities
(including liability under Environmental Laws), damages, losses and causes of action of
whatever kind or nature, known or unknown, suspected or unsuspected, actual or potential,
existing now or in the future.
"Environmental Laws" means all applicable federal, state or local statutes, laws, ordinances,
rules or regulations, relating to protection of human health or the environment, including
(i) all laws relating to the release of Hazardous Materials into the air, surface water,
groundwater or land, or relating to the manufacture, processing, distribution, use treatment,
storage, disposal, transport or handling of Hazardous Materials; (ii) all laws pertaining to the
protection of the health and safety of employees; and (iii) the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601, et seq.; the
Hazardous Materials Transportation Act as amended 49 U.S.C. §1801, et seq.; the Resource
Conservation and Recovery Act, as amended 42 U.S.C. §6901, et seq.; and the Federal Water
Pollution Control Act, as amended, 33 U.S.C. §1251 et seq.
"Hazardous Materials" means (1) any toxic substance or hazardous waste, substance or
related material, or any pollutant or contaminant that is or may hereafter be defined as or
included in the definition of "hazardous substances," "toxic substances," "hazardous
materials," "hazardous waste" or words of similar import under any and all Environmental
Laws; (11) petroleum, radon gas, asbestos in any form that is or could become friable, urea
formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid
containing levels of polychlorinated biphenyls in excess of federal, state or local safety
guidelines, whichever are more stringent; and (iii) any substance, gas material or chemical
that is or may hereafter be defined as or included in the definition of "hazardous substances,"
"toxic substances," "hazardous materials," "hazardous waste" or words of similar import
under any Environmental Laws.
10.2. General Indemnification and Release. Buyer shall indemnify USPS against all Claims arising out
of, or in any way connected, directly or indirectly, with Buyer's, its employees', agents', or
Agreement of Purchase and Sale
Page 11 of 14
contractors' performance or nonperformance under this Agreement or Buyer's entry on and
examination of the Property. Buyer waives all Claims against USPS in connection with the
existence or release of any Hazardous Materials.
10.3. Indemnification and Release — Hazardous Materials. From and after the Closing, Buyer and its
successors, assigns and transferees, shall indemnify, release and forever discharge USPS and
its successors and assigns, from and against all Claims arising out of or relating in any way to
the Property and improvements, including any Hazardous Materials on, under or around the
Property. Buyer has carefully reviewed this provision and discussed its significance with legal
counsel or has knowingly and intentionally declined to do so. Buyer acknowledges that this
provision is a material inducement to USPS to enter into this Agreement. The obligations
under this Section 10.3 shall inure to the benefit of and be binding upon the successors,
assigns and transferees of Buyer and USPS. Nothing stated herein is intended to limit the
general indemnification and release set forth in Section 10.2 hereof.
10.4. Assumption of Liability. Commencing upon the Closing Date, Buyer shall be solely responsible
at its sole expense for, and assumes all liabilities and risk associated with, the Property and
improvements thereon, including all Hazardous Materials existing on, around, under or about
the Property or originating or migrating therefrom.
11. MISCELLANEOUS
11.1. Notices. All notices under this Agreement shall be in writing, shall be effective when received
or refused, and (subject to 2.5 above) shall be delivered by certified or registered mail with
return receipt requested, or by USPS Priority Mail Express with confirmation of receipt, to the
respective parties at their notice addresses set forth in Section 1 (or such substitute address
as a party may specify by notice to the other party):
11.2. Assignment. Buyer may assign this Agreement, provided (i) USPS consents in its sole
discretion to such assignment in writing and (11) the assignee delivers to USPS its written
assumption of all Buyer obligations under or in connection with this Agreement. No
assignment, whether with or without USPS consent, shall release Buyer from any obligations
or liabilities. Any purported assignment by Buyer without USPS' prior written consent shall be
void, and at USPS's election, shall constitute a Buyer default for which USPS may terminate its
obligation to sell and, notwithstanding anything to the contrary, retain the Deposit as
liquidated damages.
11.3. Survival of Agreement. Any purported termination of Buyer's obligations shall be void unless
exercised strictly in accordance with the requirements in this Agreement. Except to the extent
expressly otherwise provided in this Agreement, the terms, conditions, obligations,
indemnifications, representations, and warranties contained in this Agreement shall survive
the Closing, and shall be binding upon and shall inure to the benefit of the successors and
permitted assigns of the parties.
11.4. No Recordation. Neither this Agreement nor any document relating to the subject matter
hereof shall be recorded without USPS prior written approval.
11.5. Governing Law. This Agreement shall be governed and interpreted in accordance with federal
law.
11.6. Construction. Each party has reviewed this Agreement and the rule of construction that
provides for ambiguities to be resolved against the drafting party shall not apply to the
Agreement of Purchase and Sale
Page 12 of 14
interpretation of this Agreement. This Agreement shall be construed neither for nor against
USPS or Buyer, but shall be given a reasonable interpretation in accordance with the plain
meaning of its terms. "Including" shall mean "including, without limitation." Section headings
are for convenience only and shall not affect interpretation of this Agreement. "Herein,"
"hereof," "hereunder" and like words shall mean "in this Agreement."
11.7. Time is of the Essence. With respect to all of Buyer's obligations under this Agreement, time is
of the essence. However, if the date for performance of any obligation or the deadline for
exercising a right, giving notice, or satisfying a condition, falls on a day that is not a business
day, then the date for such performance shall be extended to the next business day.
11.8. Waiver. No waiver by any party hereto of any default hereunder shall be deemed a waiver of
any other or subsequent default.
11.9. Severabilitv. If any court determines that any one or more of the provisions of this Agreement
are unenforceable, then the remaining provisions shall remain in full force and effect.
11.10.Counterparts; Electronic Delivery. This Agreement may be executed in any number of
counterparts each of which, when so executed and delivered, shall be deemed an original, but
such counterparts together shall constitute but one agreement. This Agreement and any
amendments may be delivered electronically with the same legal effect as if delivered in
paper form by hand.
11.11. Further Assurances. Following the Closing Date, and for no further consideration, USPS and
Buyer shall perform such acts and execute, acknowledge and deliver such additional
documents as reasonably requested by the other party to: (1) vest Buyer with all of USPS's
right, title, and interest in the Property; (11) carry out the transactions contemplated by this
Agreement; and (iii) protect each party's rights under this Agreement.
11.12. Exhibits. The following Exhibits are attached hereto and made a part hereof:
Exhibit A - Description of Property
Exhibit B - Escrow Agreement
11.13. Entire Agreement. This Agreement including the Exhibits: (1) integrates all terms and
conditions of the parties agreement with respect to the purchase and sale of the Property,
(11) supersedes all oral negotiations and prior writings with respect to the subject matter
hereof, and (iii) is intended by the parties to be the complete and exclusive statement of the
terms agreed to by the parties. This Agreement may be amended only by a written document
that expressly refers to this Agreement and that is signed by and delivered to both parties.
[Signature Page attached]
Agreement of Purchase and Sale
Page 13 of 14
IN WITNESS WHEREOF, the parties hereby execute this Agreement.
BUYER:
CITY OF DUBU
By:
Printed Name:, Roy D. Buol
Title: Mayor
Date: /% 0.;/ -
USPS:
United
By: 6 1-e..,
Print d Name: J se OJ Q. L .
/
Title: Contractin/
Date: 5/Officer
zo/ 7"`
Agreement of Purchase and Sale
Page 14 of 14
Exhibit "B" -
ESCROW AGREEMENT
THIS ESCROW AGREEMENT, dated as of the Y day of /'') , 20/?is made by and among
c -Neat ;,4. . rk"Buyer"), the United States Postal Service ("USPS") and ,,,, tk.4 �� C.. TfaLsi-
(the "Escrdw Agent").
1. Escrow Agreement and Agreement of Purchase and Sale.
Buyer and USPS have entered into an Agreement of Purchase and Sale ("PSA") with a Contract Date of
51/Z.c 1 7- pursuant to which Buyer will acquire from USPS that property defined as the
"Property" in the PSA and generally known as a parking lot located at 501 Locust Street in Dubuque, IA
52001. Escrow Agent acknowledges receipt of a copy of the fully executed PSA. Unless otherwise
defined in this Escrow Agreement, each capitalized term in this Escrow Agreement shall have the
meaning ascribed to it in the PSA.
2. Deposits and Escrow Account.
2.1. Deposit. Pursuant to the PSA, Escrow Agent shall receive and hold the Deposit in escrow, and
disburse funds from escrow, solely in accordance with this Escrow Agreement. Not later than five
business day after each receipt of funds, Escrow Agent shall confirm by notice to Buyer and USPS (1) the
amount of funds received and (2) that Escrow Agent is holding the same in accordance with the terms of
this Escrow Agreement.
2.2. Escrow Account. Escrow Agent shall keep the Deposit in an interest bearing account (the "Escrow
Account") that at all times: permits immediate disbursement without penalty or loss of principal or
interest, is titled solely in Escrow Agent's name, and is maintained (1) in an FDIC insured single owner
deposit account for so long as the Deposit amount is not greater than the applicable maximum FDIC
Deposit Insurance Coverage Limit, or otherwise (11) in a bank that BankRate.com lists on its site
(http://www.bankrate.com/rates/safe-sound/bank-ratings-search.aspx?t=cb) as having a four star rating
and between $1 and $5 billion in assets. Escrow Agent shall notify Buyer and USPS with all specific
information concerning the Escrow Account, including bank name, address, and account number within
two business days after the date of this Escrow Agreement and immediately following any change in
such information. Interest earned on the Deposit shall constitute a part of the Deposit and shall be
disbursed at the time and to the same party as the Deposit is disbursed.
2.3. Remittance and Disbursement of Funds. All remittances in connection with this Escrow Agreement,
including Buyer's delivery of the Deposit to Escrow Agent and Escrow Agent's disbursement of the
Deposit, shall be made by wire transfer of immediately available funds in US Dollars. Escrow Agent shall
disburse the Deposit strictly in accordance with this Escrow Agreement to an account designated by the
party receiving the Deposit. Escrow Agent shall provide such party with the federal funds wire number
as soon as the same is available to Escrow Agent. Escrow Agent may act and rely on any written notice,
instruction, direction or other document that Escrow Agent in good faith believes to be genuine and to
have been signed or presented by the proper party or parties.
2.3.1. Disbursement on Termination. If Buyer and USPS both certify to Escrow Agent by
written notice that either party has terminated obligations under the PSA or is otherwise
entitled to the Deposit and includes instructions for disbursement of the Deposit, then the
Exhibit B
Page 1 of 4
Exhibit "A"
LEGAL DESCRIPTION
Lot 104 and the South 10 feet of Lot 103, in the City of Dubuaue, Iowa, according to the United States
Commissioners' Plat of the Survey of the Town of Dubuque, Dubuque County, Iowa.
Exhibit A
Page 1 of 1
Escrow Agent shall not less than three business days nor more than five business days after
Escrow Agent's receipt of Buyer and USPS' written notices, shall disburse the Deposit in
accordance with such certifications If Buyer and USPS disagree on whether a disbursement
should be made, then Escrow Agent shall retain the Deposit in the Escrow Account until both
Buyer and USPS provide Escrow Agent with jointly executed instructions for releasing the
Deposit, or, in Escrow Agent's sole discretion, Escrow Agent may interplead the Deposit
pursuant to Section 4.1 below.
2.3.2.
Disbursement at Closing. If Escrow Agent receives no such certification, then Escrow Agent
shall disburse the Deposit in accordance with the Closing Statement defined in Section 3.1
below at the Closing.
3. Escrow Agent's Closing Duties.
3.1. Closing Statement. At least five business days prior to the Closing Date, Escrow Agent shall provide
USPS and Buyer with a draft closing statement setting forth all cash flows for the Closing, including
application of the Deposit, payment of the Purchase Price, prorated allocations of Property income,
expenses and amounts due third -parties (to the extent known to Escrow Agent), Escrow Agent fees,
expenses and premiums, and the resulting net amount due to or from each of Buyer and USPS. Buyer
and USPS shall make good faith efforts to review such draft closing statement and either sign and return
it, or identify corrections, promptly and in sufficient time for Buyer to meet its obligations with respect
to the delivery of the Purchase Price to Escrow Agent as required by the PSA. (Such closing statement,
when approved in writing by Buyer and USPS, is the "Closing Statement.")
3.2. Closing. On the Closing Date, when authorized by Buyer and USPS, the Escrow Agent shall complete
the following steps in the following order: (i) verify that Buyer has delivered funds that together with the
Deposit are sufficient to permit Escrow Agent to make all disbursements shown on the Closing
Statement, including disbursement to USPS of the net cash amount due USPS as shown the Closing
Statement ("Cash Due USPS"), (11) disburse to USPS the Cash Due USPS, (iii) disburse cash to satisfy all
other charges and allocations on the Closing Statement, and (iv) record the deed in accordance with
local law.
4. Disputes, Liabilities and Fees.
4.1. Disputes. Should any dispute arise concerning the Deposit or its disposition, including a dispute
under Section 2.3.1, then the Escrow Agent may, and upon request by notice of either Buyer or USPS
shall, interplead the money into the registry of a federal court having jurisdiction and concurrently notify
each party of such action, whereupon the Escrow Agent will be relieved of further responsibility for
disposition of the Deposit.
4.2. Liabilities and Indemnities. Except for breach of this Escrow Agreement and its own bad faith,
negligence or willful misconduct, Escrow Agent shall not be liable for an act done or omitted by it in
good faith in connection with this Escrow Agreement. USPS and Buyer shall be jointly liable to indemnify
Escrow Agent for any loss, liability or expense, including up to $10,000 of reasonable attorneys' fees,
incurred without breach of this Escrow Agreement, negligence, bad faith or willful misconduct by Escrow
Agent, arising out of, or in connection with its acceptance of, or the performance of its duties and
obligations under this Escrow Agreement. As between USPS and Buyer, each shall be liable for 50% of
payments made under the preceding sentence. To the extent a party pays more than its 50% share, any
Exhibit B
Page 2 of 4
portion of the Deposit payable to the other party shall be applied first toward reimbursing the first party
for such excess.
4.3. Fees. Unless otherwise shown on the Closing Statement, each of USPS and Buyer shall pay one-half
of the reasonable and customary fees and expenses of the Escrow Agent, or if no Closing occurs, upon a
termination described in Section 2.3.1 above, provided in either case such fees and expenses not to
exceed $3,000 in the aggregate.
5. Notices.
All notices under this Agreement shall be in writing, shall be effective when received or refused, and
shall be delivered by hand, by certified or registered mail with return receipt requested, or by USPS
Priority Express Mail with confirmation of receipt, to the respective parties at following addresses (or
such substitute address as a party may specify by notice to the other party):
Buyer: City of Dubuque
Attention: Economic Development Department
Address: 50 W. 13th Street
Dubuque, IA 52001
With a Copy To:
City Attorney's Office
Attn: Crenna Brumwell
300 Main Street, Suite 330
Dubuque, IA 52001
USPS: United States Postal Service
Attention: James Ruffing
Address: 475 L'Enfant Plaza, SW, Room 6670
Washington, DC 20260-1862
With a Copy To:
USPS Facilities
Attention: Joseph D. Lowe
P.O. Box 27497
Greensboro, NC 27498-1103
Escrow Agent: Dubuque Bank and Trust Company
Attention: Doug H. Stillings
Address: 1398 Central Avenue
Dubuque, IA 52001
Notices shall be deemed effective only if delivered to the parties to this Agreement, notwithstanding
any delivery or failure of delivery of such notices to the recipients listed as "With a Copy to" set forth
Exhibit B
Page 3 of 4
above. Notwithstanding the foregoing, the confirmations required by Section 2.1, the notice of escrow
information required by 2.2 above and closing instructions may be delivered electronically.
6. Miscellaneous.
This Escrow Agreement shall be governed by, and construed in accordance with, federal law. This
Escrow Agreement is for the sole benefit of the parties hereto and shall not be construed or deemed to
have been made for the benefit of any third party or parties. This Escrow Agreement may be executed in
any number of counterparts each of which, when so executed and delivered, shall be deemed an
original, but such counterparts together shall constitute but one agreement. This Agreement and any
amendments may be delivered electronically with the same legal effect as if delivered in paper form by
hand. The provisions of this Escrow Agreement shall survive its termination and the termination of, or
Closing under, the PSA. This Escrow Agreement shall not be modified by oral agreements. All
modifications to this Escrow Agreement must be in writing and executed by both Parties. Failure to
insist upon strict compliance with any provision hereof shall not be deemed a waiver of such provision
or any other provision hereof. The waiver by any party of any breach of any of the provisions of this
Escrow Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of the
same, or of any other provision of this Escrow Agreement. "Including" shall mean "including, without
limitation."
7. Waiver of Jury Trial.
Each party acknowledges and agrees that any controversy which may arise under this Agreement is
likely to involve complicated and difficult issues and, therefore, each such party irrevocably and
unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of
or relating to this Agreement or the transactions contemplated hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed on
the dates set forth below and to be effective for all purposes on the day of
/t ar7 , 20 ( 7
ESCROW AGENT: DUBUQUE BANK AND TRUST COMPANY
Its: F S_ Il• �',
USPS: ited State Postal Service
By:
Its: ntractin Officer
BUYER: City of Dubuque
By:
Its: <' �-7q itk1C -57,47
Exhibit B
Page 4 of 4
lI
11
011
11
11
11
11
11
11
Doc ID 008644810001 Type GEN
Kind: QUIT CLAIM DEED
Recorded: 05/30/2017 at 01:59:37 PM
Fee Amt: $12.00 Page 1 of 1
Revenue Tax: $0.00
Dubuque County Iowa
John Murphy Recorder
Fue2017-00006303
Return to: City of Dubuque. IA, c/o Crenna Brumwell, 50 West 13th St. Dubuque. IA 52001
Preparer: Joseph Fray. 475 L'Enfant Plaza SW. Washington, DC 20260. (202) 268-6536
Taxpayer: City of Dubuque, IA, c/o Crenna Brumwell, 50 West 13th St. Dubuque. IA 52001
QUIT CLAIM DEED
For the consideration of one hundred thirty-five thousand Dollar(s) and other valuable
consideration, the United States Postal Service, an independent establishment of the
Executive Branch of the United States Government, does hereby Quit Claim to the City
of Dubuque, Iowa, all our right, title, interest, estate, claim and demand in the following
described real estate in Dubuque County, Iowa:
Lot 104 and the South 10 feet of Lot 103, in the City of Dubuque, Iowa, according
to the United States Commissioners' Plat of the Survey of the Town of Dubuque,
Dubuque County, Iowa.
This deed is exempt from transfer tax pursuant to Section 482A.2(6) of the Iowa Code.
The undersigned hereby relinquishes all rights of dower, homestead and distributive
share in and to the real estate. Words and phrases herein, including acknowledgment
hereof, shall be construed as in the singular or plural number, and as masculine or
feminine gender, according to the context.
UNITEp TATES OST L SERVICE
Dated: Obi 2 , /to/ 7---- By: a d ,P/Je
I Jose7K D L ve, Contracting Officer
STATE OF NORTH CAROLINA )
GUILFORD COUNTY )
Acknowledged before me in Guilford County, North Carolina
D. L•we, as Contracting Officer of the United State Postal Service.
Notary public, �: a of North Car lina, County of 6 i c r //-vvvc."
My commission expires c z,.41. 2O2.c) .
, 2017 by Joseph
SARA J ADAMS
Notary Public, North Carorina
Guilford County
My Co i si.n Expires
500
pu
11
11
11
11
11
11
11
11
Doc ID 008644820004 Type GWH
Kind: GROUNDWATER HAZARD
Recorded: 05/30/2017 at 01:59:49 PM
Fee Amt: $0.00 Page 1 of 4
Dubuque County Iowa
John Murphy Recorder
Fi1e201 / —00000838
REAL ESTATE TRANSFER - GROUNDWATER HAZARD STATEMENT
TO BE COMPLETED BY TRANSFEROR
TRANSFEROR: �11_ ji
Name (.in�i het f &+e5 'f�I Of3-f0._I Stir'
Address
Number and Street or RR City, Town or P.O.
TRANSFEREE:
Name _i-
Address - o f ' sf /3 ►J flic.19u /,(_e_
Number and Street or RR City, Town o .0.
Number and Street or RR City, Town or P.O. 0
Address of Property Transferred:
SG>l LoP.�`1- Si-r&,e±
Legal Description of Property: (Attach if necessary) 56e, 1 ;.�
2_0240-R62_
State Zip
State
T_.csL We-I--
State
52oo f
Zip
1. Wells (check one)
XThere are no known wells situated on this property.
There is a well or wells situated on this property. The type(s), location(s) and legal status are
stated below or set forth on an attached separate sheet, as necessary.
2. Solid Waste Disposal (check one)
,, There is no known solid waste disposal site on this property.
_ There is a solid waste disposal site on this property and information related thereto is provided
in Attachment #1, attached to this document.
3. Hazardous Wastes (check one)
There is no known hazardous waste on this property.
There is hazardous waste on this property and information related thereto is provided in
Attachment #1, attached to this document.
4. Underground Storage Tanks (check one)
® There are no known underground storage tanks on this property. (Note exclusions such as
small farm and residential motor fuel tanks, most heating oil tanks, cisterns and septic tanks, in
instructions.)
There is an underground storage tank on this property. The type(s), size(s) and any known
substance(s) contained are listed below or on an attached separate sheet, as necessary.
FILE WITH RECORDER DNR form 542-0960 (July 18, 2012)
o n -(Q
5. Private Burial Site (check one)
There are no known private burial sites on this property.
There is a private burial site on this property. The location(s) of the site(s) and known
identifying information of the decedent(s) is stated below or on an attached separate sheet, as
necessary.
6. Private Sewage Disposal System (check one)
_
AH buildings on this property are served by a public or semi-public sewage disposal system.
This transaction does not involve the transfer of any building which has or is required by law to
have a sewage disposal system.
There is a building served by private sewage disposal system on this property or a building
without any lawful sewage disposal system. A certified inspector's report is attached which
documents the condition of the private sewage disposal system and whether any modifications
are required to conform to standards adopted by the Department of Natural Resources. A
certified inspection report must be accompanied by this form when recording.
There is a building served by private sewage disposal system on this property. Weather or
other temporary physical conditions prevent the certified inspection of the private sewage
disposal system from being conducted. The buyer has executed a binding acknowledgment
with the county board of health to conduct a certified inspection of the private sewage disposal
system at the earliest practicable time and to be responsible for any required modifications to
the private sewage disposal system as identified by the certified inspection. A copy of the
binding acknowledgment is attached to this form.
There is a building served by private sewage disposal system on this property. The buyer has
executed a binding acknowledgment with the county board of health to install a new private
sewage disposal system on this property within an agreed upon time period. A copy of the
binding acknowledgment is provided with this form.
® There is a building served by private sewage disposal system on this property. The building to
which the sewage disposal system is connected will be demolished without being occupied. The
buyer has executed a binding acknowledgment with the county board of health to demolish the
building within an agreed upon time period. A copy of the binding acknowledgment is provided
with this form. [Exemption #9]
_ This property is exempt from the private sewage disposal inspection requirements pursuant to
the following exemption [Note: for exemption #9 use prior check box]:
® The private sewage disposal system has been installed within the past two years pursuant to
permit number
Information required by statements checked above should be provided here or on separate
sheets attached hereto: a 1
& e Z Ln A cA emcI I'LWi C0. I i 2d�
I HEREBY DECLARE THAT I HAVE REVIEWED THE INSTRUCTIONS FOR THIS FORM AND THAT THE
INFORMATION STATED ABOVE IS TRUE AND CORRECT BASED ON THE CURRENT, ACTUAL
KNOWLEDGE OF THE USPS REPRESENTATIVE, WITHOUT CONDUCTING ANY INVESTIGATIONS,
EXCEPT A REVIE F PROPERTY FILES IN HIS DIRECT POSSESSION.
Signature:
FILE WITH RECORDER
Telephone No.: 33 & 65-Ez-
DNR form 542-0960 (July 18, 2012)
GROUNDWATER HAZARD STATEMENT
ATTACHMENT #1
NOTICE OF WASTE DISPOSAL SITE
a. Solid Waste Disposal (check one)
There is a solid waste disposal site on this property, but no notice has been received from the
Department of Natural Resources that the site is deemed to be potentially hazardous.
There is a solid waste disposal site on this property which has been deemed to be potentially
hazardous by the Department of Natural Resources. The location(s) of the site(s) is stated
below or on an attached separate sheet, as necessary.
b.. Hazardous Wastes (check one)
There is hazardous waste on this property and it is being managed in accordance with
Department of Natural Resources rules.
There is hazardous waste on this property and the appropriate response or remediation actions,
or the need therefore, have not yet been determined.
Further descriptive information:
I HEREBY DECLARE THAT I HAVE REVIEWED THE INSTRUCTIONS FOR THIS FORM
AND THAT THE INFORMATION STATED ABOVE IS TRUE AND CORRECT.
Signature: Telephone No.:
(Transferor or Agent)
FILE WITH RECORDER DNR form 542-0960 — Attachment #1 (July 18, 2012)
Addendum
1. Lot 104 and the South 10 feet of Lot 103, in the City of Dubuque, Iowa, according to the
United States Commissioners' Plat of the Survey of the Town of Dubuque, Dubuque
County, Iowa.
2. The USPS Representative answered the questions based on the current, actual knowledge
of the USPS Representative, without conducting any investigations, except a review of
property files in his direct possession. The USPS Representative declares the following
specific to the response to question 4: The property is listed with tank registration number
198604722 with data reporting a regulated UST. USPS is aware of at least one (1) UST
being formerly located at the parking lot property when it was used for parking and
fueling of carrier trucks. Based on the observed location of a former fuel pump electrical
shut off at the southwestern corner of the property, it is anticipated that the UST would
have been located in the southwestern portion of the property. In the early 1990s, the tank
was reportedly removed under proper regulatory and reporting methods; however, USPS
does not have any records of the UST removal in any of our files or databases. A search
of the IA UST database online did not show any reported leaks for this UST. USPS
cannot assert definitively that the UST was removed and did not create any impact to the
property without confirmatory documentation of the tank's removal.