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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.