Brewery Auction Agree Crompton
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BARRY A. LINDAHL SQ.
COReORA",ON COU SEC, Cm 0' Du,uau,
MEMO
To:
Michael Van Milligen
City Manager
DATE:
February 16, 2004
RE:
Contract For Auction of Personal Property at the Brewery
Mike:
Attached is an agreement that Tim O'Brien has worked out with representatives of
Crompton Corporation which will allow the City to sell the personal property at the
Brewery. This agreement resolves a longstanding issue with Crompton with respect to
disposing of the personal property to allow redevelopment of the property.
The effect of the contract is that Crompton is selling to the City all of the personal
property at the Brewery and in consideration for the sale, the City will conduct an
auction of the personal property and divide the proceeds at 75% to Crompton and 25%
to the City, after deducting the City's fees and expenses for the auction.
I would recommend that the contract be submitted to the City Council for approval.
Attachment
cc:
Cindy Steinhauser, Assistant City Manager
Tim O'Brien, Assistant City Attorney
Pam Myhre, Associate Planner
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SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944
TELEPHONE (563) 583-4113/ FAX (563) 583-1040/ EMAIL BALESQ@CITYOFDUBUQUE.ORG
'Jah'.29-04 04:16P THOMAS G. MCCUSKEY, P.C.
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319-3648501
P.03
CONTRACT FOR AliCTION OF PERSONAL PROPIi:RTY
AND BILL OF SALE FOR PERSONAL I'ROPERTY
L PARTIES, The parties to this agreement arc the City of Dubuque
("City" or "Buyer"), a municipal corporation organized under the laws of the State of
Iowa., and Crompton Corporation ("Crompton" or "Seller"), a Delaware Corporation.
2. PURPOSE. The purpose of this document is to memorialize an
agreement between Ù,e City and Crompton relating to the sale of certain personal
property on the premises of what is eonunonly known as the Dubuque Star Brewery. a
(hciliLy formerìy leased by Crompton, now owned by the City, pursuant to prior
condemnation. There is personal property on the premises of the brewery property which
is ..,Wl1ed by Crompton. Both parties to this agreement desire to makc sure that the
personal property is sold. In order to effectuate that sale, the City and Crompton agree as
set forth herein.
3. SALE OF PERSONAL PROPERTY. L~y virtue of the execution of
this document, the parties hereto agree that Crompton Corporation does hereby sell,
transfer and assign to the City of Dubuque, personal property set forth on a Schedule
attached hereto, marked Exhibit A, and by this reference made a part hereof, aH ofwhìch
is localed in Dubuque County, State of Iowa. The ScHer, Crompton, covenants with the
I ~uyer, the City. that the Seller is the owner of such personal property and Crompton has
good andbwful authority to sell, transfer and assign the property described in Exhibit A.
and that the personal property is free and clear of all I iens. security interests, and
encumbrances, except as ù,ey may he stated herein. Crompton covenants to warrant and
dc/end said personal property against the lawful claims of all persons except as may be
stated in this document.
4 WARRANTIES. Crompton, as the Seller of the personal property in
this agreement, hereby sells, tmnsters, and assigns the persona] property subject to this
¡¡greement in "as is" condition. All impJied warranties of merehantahiHty and fitness IÖr
any particular purpose in regard to the personal property subject to this agreement are
hereby excluded. There are no warranties of fitness which extend beyond the de$cription
on the face of this document.
5. CONSIDERATION. As consideration for the sale of the personal
property by Crompton to the City, and to further memoriali:æ this agreement between the
City and Crompton, execution of this bill of sale and contract for auction, the City and
Crompton agree that the City shall conduct an auction of the personal property which is
the subject of this agreement. The auction will be carried out hy Dick Hackes
Commercial Auctioneers. Another auctioneer may be used hy the City only with the
spœil1e permi"siol1 of Crompton, which permission shalJ not be unreasonably withheld.
Once the auction is concluded, and the expenses arc paid as set forth below, the City and
Crompton agree that proceeds of the auction shall be divided a" set forth herein.
Jah\29-04 04:17P THOMAS G. MCCUSKEY, P.C.
319-3648501
P.04
6. HOLD HARMLJ'~SS. The City agrees to be responsihle for any
and all damage or liahility claims which may arise from, Or as a result oí~ this sale of the
personal property by Crompton to the City, and for any damage or liahility claims arising
from the auction of the personal property. The City speci1ïeally agrees to indemnify and
hold Crompton harmless from any damage or liability of any kind, including costs or
attorney fees, relating to the personal property sale and auction.
7. DIVISION OF PROCEEDS FROM AVCTION. A. Crompton
and the City agree that once the auction is concluded, Diek Backes Commercial
Auctioneers is entitled to its previously agreed upon percentage fee and expenses. That
ICe shall be the standard tee charged by I )ick Backes Commercial Auctioneers in its
normal auction operations and shall not he subject to any rebate by nick Backes
Commercial Auctioneers to the City once the sale is concluded.
B. At an hourly rate of $20.00 per hour, the cost of one city employee to be
on-hand at the alletion premises on the day of the auction in question may be charged to
the auction proceeds as an expense. That sum shall not exceed 10 hours at straight time.
A represcntative of Crompton, Dan Costello, shall also be on the premises at the time of
the auction and his expense shall be the sole cost of Crompton and shall not be
chargeable to the auction proceeds or to the City.
C. Once.the auction fees and expenses referred to in this paragraph are paid,
the Cj¡y shall be entitled to the first $5,000,00 of the remaining proceeds. If any proceeds
remain after the first $5,000.00 payable to the City, the City and Crompton shall split the
remaining proceeds of the auction with 75% ofthose proeceds going to Crompton and
25% of the proceeds going to the City
g. RISK Ol<' LOSS, Once this contract has been executed by authorized
representatives of Crompton and the Cj¡y, the risk ofloss for the personal property shaH
rest with the City. Crompton shall ónly have a claim fol' damage for the loss ofthe value
of any personal property. Once this agreement is executed, Crompton shall have no
cause to seek return of any of the personal property itself.
Crompton shall not he responsible for, nor will it pay any costs and cxpenses related to
the auction or the execution of the auction except as set forth in this doeumcnt. Once this
agreement is executed, responsibility for cond\lct of the auction shall lie with the City.
9. ACCOlJNTING AND DISPERSEMENT. The City and
Crompton agree that all ofthc proceeds of the auction shall be dispersed to both parties
within 15 days of receipt of a final calculation from the auctioneer and notification from
the auctioneer that all payment for the personal property s\1bject to the auction has been
paid by the Buyer and is hcld by the auctioneer in good funds. All funds shall be held by
thc auctioneer until dishursement. Funds due the City and Crompton shall be disbursed
simuJtaneously.
'J~n~29-04 04:17P THOMAS G. MCCUSKEY, P.C.
319-3648501
P.05'
10. AUTHORITY TO EXECUTE DOCUMENTS. Crompton
Corporation and City of Dubuque hereby agree that the persons executing the doeuments
have complete, actual authority to execute this documenL
t11JJ ~ fl~
^utho~i;r.ed Representative of the City of Dubuque
)/ )v/ (it..
Date
en alive of Crompton Corporation
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Date
STATE OF IOWA
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COUNTY OF DURUQT.JE
¿ ¡Tbis il}stru,- mc!l1¡was acknowledged befhre me by the person known to me to
be I$-.lh.t:ifl ( U~ JIB¿¿1'kan authorized representative of the City of Dubuque on the
tP/~day of ~!amy, 2004.
, ,íW~VtLf :tÎ&-¡UM 1ú ~f~
Notary Public, State of lowa_-
~~,^l. I KAREN M. CHESTERMAN
r¿."," ~;: COMMISSION NO. 108258
'~" MYCOI.jA/SS! NEXPIRES
'ow, 4/,;{, ~5
STATE OF CONNECTICUT
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COUNTY OF NEW HA VEN
This instrument was acknowledged befhre me by the person known to me to
he ;5 v" ^ 1 F, -~ u r ~ , an authorized representative of the Crompton Corporation
on the '-I ~ day 01 J~, 2004.
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Exhibit A to
Contract for Auction of Personal Property
and Bill of Sale for Personal Property
This document, delineated as Exhibit A to the Contract for Auction of Personal
Property and Bill of Sale for Personal Property, consists of and shall be effective as a Bill
of Sale for the sale of all personal property on the premises ofthe Dubuque Star Brewery,
located on the west bank of the Mississippi River at Dubuque, Iowa.
Crompton Corporation, successor in interest to Crompton and Knowles Corp.,
C.K Wjtco, Inc., and Ingredient Technologies Corporation, affirmatively states that as
the owner of personal property on the premises at the Dubuque Star Brewery, the
execution of the Contract for Auction of Personal Property and Bill of Sale for Personal
Property to which this exhibit is attached constitutes a bill of sale of that personal
property by Crompton Corporation to the City of Dubuque for the purpose of an auction
sale ofthe personal propeliy on the premises. Crompton Corporation affirmatively states
that it owns no other personal property in Dubuque County, Iowa except for the propeliy
on the premises of the Dubuque Star Brewery.
The contract for auction of personal propeliy and bill of sale for personal property
constitute an alienation of Crompton Corporation's interest in the personal propeliy on
the premises pursuant to the contract. The City of Dubuque is fully authorized to
undertake the sale of the personal property on the premises pursuant to the terms and
conditions in the contract for auction as the owner of that property and have the
auctioneer distribute the proceeds from the auction as set forth in the agreement to which
tins exhibit is attached.