Guarantee Agreement - Purchase of Klauer property in Riprow Valley
CITY OF DUBUQUE, IOWA
MEMORANDUM
July 13, 2000
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Klauer Property Acquisition for the Riprow Valley Development
At the July 5, 2000 City Council meeting, the Council approved the purchase of
property in the Riprow Valley. Part of the agreement for the purchase included the
provision of guarantees by private individuals for $240,000 of the purchase price
not acquired by the closing date. The guaranty agreement includes the signatures
of the eight people making the guarantees.
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Attachment
cc: Barry Lindahl, Corporation Counsel
Tim Moerman, Assistant City Manager
CITY OF DUBUQUE, IOWA
MEMORANDUM
July 13,2000
To: Michael C. Van Milligen, City Manager
From: Tim Moerman, Assistant City Manager
RE: Klauer Property Acquisition for the Riprow Valley Development
The purpose of this memo is to request an agenda item for receiving and filing the guaranty
agreement for the purchase of the property in the Riprow Valley from Bob Klauer.
The City Council approved the purchase ofthis property at the July 5, 2000 City Council
meeting. Part of the agreement for the purchase included the provision of guarantees by private
individuals for $240,000 ofthe purchase price not acquired by the closing date. The guaranty
agreement includes the signatures of the eight people making the guarantees.
Attached is a copy of the guaranty.
cc: Barry Lindahl, Corporation Counsel
Jeanne Schneider, City Clerk
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GUARANTY AGREEMENT
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This Guaranty Agreement is made and entered into this 10 day offtrly;
2000, by and between the City of Dubuque, Iowa (the City) and
(Guarantors ).
Whereas, the City is considering entering into an agreement (the Agreement)
for the purchase of certain real property, to be used for park and recreation purposes,
and for the preservation of the natural, ecological, scientific, educational, scenic,
aesthetic and special character of the subject real property, a copy of which
Agreement is attached hereto as Exhibit A; and
Whereas, the City does not have available sufficient funds for the purchase
price payable under the Agreement; and
Whereas, the City intends to raise the additional funds necessary for the
purchase of the real estate from state and federal grants; and
Whereas, in the event the City is unable to raise all of such required additional
funds, the City will require guarantors to ensure payment on behalf of the City of a
portion of the purchase price; and
Whereas, Guarantors are supportive of the City in its commitment of the real
property to park and recreation usage, and the preservation of the natural, ecological,
scientific, educational, scenic, aesthetic and special character of the real estate;
Now, therefore, in consideration of the mutual promises herein contained, it is
agreed by and between the parties as follows:
1. Upon and after execution of the Agreement, the City shall exert its good
faith efforts to raise the balance payable under the Agreement prior to July 1, 2003,
and shall keep the Guarantors advised, promptly upon the Guarantors' reasonable
demands, of its efforts and success in securing the required funding from state and
federal grants.
2. If the City is unable through its good faith efforts to raise the purchase price
payable under the Agreement, the Guarantors agree to pay on July 1,2003, on the
City's written demand therefore making specific reference to this Guaranty and the
amount to be paid, to the City or directly to the Vendor under the Agreement for the
benefit of the City, a sum of money equal to the difference between the balance
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, . .
payable under the Agreement and the funds raised by the City, but not to exceed
$240,000.00. The City agrees that in satisfaction of his, her or its obligation under
this Guaranty, any Guarantor may make a required paYment through the Catfish Creek
Coalition or another income tax-exempt entity as an intermediary, which paYment
shall be applied to the credit of the Guarantor causing such paYment to be made.
3. The City shall notify each Guarantor in writing of the amounts, if any,
remaining to be raised on the dates 90, 60, 30 and 5 days before July 1,2003.
4. The City agrees that it will restrict use of the property to recreational and
open-space uses, and it will not permit use for commercial, industrial or residential
purposes, except that, if necessary, the City may expand its existing water pollution
control plant on the Westerly 500 feet of the property.
5. Among themselves, the Guarantors agree to contribute pro rata, per-capita
to the amount, if any, required to be paid under this Guaranty Agreement. In the
event an individual Guarantor has contributed more than his, hers or its pro rata share,
he, she or it may recover such over-paYment from any Guarantor who has not
contributed such a pro rata share, together with the costs of such recovery, including
reasonable attorneys' fees and expenses.
6. This Guaranty Agreement shall be binding upon the parties, their heirs,
successors and assigns.
City of Dubuque, Iowa
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By: ~)
T err/mce M. Duggan,
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Jeanne
[Guarantors]
By:
Title:
Address:
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GUARANTY AGREEMENT
This Guaranty Agreement is made and entered into this 30th day of June
2000, by and between the City of Dubuque, Iowa (the City) and
(Guarantors ).
Whereas, the City is considering entering into an agreement (the Agreement)
for the purchase of certain real property, to be used for park and recreation purposes,
and for the preservation of the natural, ecological, scientific, educational, scenic,
aesthetic and special character of the subject real property, a copy of which
Agreement is attached hereto as Exhibit A; and
Whereas, the City does not have available sufficient funds for the purchase
price payable under the Agreement; and
Whereas, the City intends to raise the additional funds necessary for the
purchase of the real estate from state and federal grants; and
Whereas, in the event the City is unable to raise all of such required additional
funds, the City will require guarantors to ensure payment on behalf of the City of a
portion of the purchase price; and
Whereas, Guarantors are supportive of the City in its commitment of the real
property to park and recreation usage, and the preservation of the natural, ecological,
scientific, educational, scenic, aesthetic and special character of the real estate;
Now, therefore, in consideration of the mutual promises herein contained, it is
agreed by and between the parties as follows:
1. Upon and after execution of the Agreement, the City shall exert its good
faith efforts to raise the balance payable under the Agreement prior to July 1,2003,
and shall keep the Guarantors advised, promptly upon the Guarantors' reasonable
demands, of its efforts and success in securing the required funding from state and
federal grants.
2. If the City is unable through its good faith efforts to raise the purchase price
payable under the Agreement, the Guarantors agree to pay on ~uly 1,2003, on the
City's written demand therefore making specific reference to this Guaranty and the
amount to be paid, to the City or directly to the Vendor under the Agreement for the
benefit of the City, a sum of money equal to the difference between the balance
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payable under the Agreement and the funds raised by the City, but not to exceed
$240,000.00. The City agrees that in satisfaction of his, her or its obligation under
this Guaranty, any Guarantor may make a required payment through the Catfish Creek
Coalition or another income tax-exempt entity as an intermediary, which payment
shall be applied to the credit of the Guarantor causing such payment to be made.
3. The City shall notify each Guarantor in writing of the amounts, if any,
remaining to be raised on the dates 90,60, 30 and 5 days before July 1,2003.
4. The City agrees that it will restrict use of the property to recreational and
open-space uses, and it will not permit use for commercial, industrial or residential
purposes, except that, if necessary, the City may expand its existing water pollution
control plant on the Westerly 500 feet of the property.
5. Among themselves, the Guarantors agree to contribute pro rata, per-capita
to the amount, if any, required to be paid under this Guaranty Agreement. In the
event an individual Guarantor has contributed more than his, hers or its pro rata share,
he, she or it may recover such over-payment from any Guarantor who has not
contributed such a pro rata share, together with the costs of such recovery, including
reasonable attorneys' fees and expenses.
6. This Guaranty Agreement shall be binding upon the parties, their heirs,
successors and assigns.
City of Dubuque Iowa
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By:
Terr ce M. Duggan,
Attest: .,/~~~
l!l;~~eider, City Clerk
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Guarantor: Mark; RIb
[Guarantors]
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Barry A. Lindahl 196 Dubuque Building, Dubuque 1A 52003 319 583-4113
OFFER TO BUY REAL ESTATE A..~1) ACCEPTANCE
TO: Robert D. Klauer and Llvija KJauet, Sellers:
1. REAL ESTATE DESClUPTION. The Buyer offers to buy leal estate in
Dubuque County, Iowa, described as follows:
Lot One (1) of the Subdivision of Lot One (1) of the Northwest Fractional
Quartet of the Northust Quarter and Lot One (I) of the Subdivision of Lot
One (1) of FracticmsJ Government Lot One (1), 811 in Section Six (6),
Township Eight)'-eight (88) "oIth, Range Three (3) East of the Fifth
Principal Meridian, all &5 shown by r:ecorded plat thereof, ~ontaining an area
of nineteen and ninety-s~ven hundredths (19.97) acres, more or less;
And
Lot "A" of Government Lot One (1) in Section Six (6), Township Eight}-
eight (88) North., Range Three (3) East of Fifth Principal Meridian.
Dubuque County, of Du~uqu~, 10'0''8., and Lot One (1) of Rock Cut
Subdivision in the City of Dubuque, Iowa., all shown by te,orded plats
thereof, containing ~ area of one and thirty-two hundredths (1.32) acres,
more or less.
designated the Real Estate.
2, PRICE. The purchase price shall be S 580,000.00, payable at Cit), Hall,
Dubuque, Iowa, as follows: $-320,ooa payable upon acceptance of this Offer, S'2..t.4a.O to
be paid at the time of closing. and the balance of S ~ to be paid pursuant to a
Promissory Note in the form attached hereto. f:/ 3 ~I (11V
3. REAL ESTATE TAXES. Selkn shall pay all real estate taxes for the year
~urrentl). payable and any unpaid Teal estate taxes payable in prior years. Buyer shaH pay
all subsequent real estate taxes. Any proration of real estate taxes on the Real Estate sha.11
be ba.~ upon such taxes for the year currently payable unless the parties state otherwise,
4. SPECIAl ASSESSMEKTS.
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a. Sellers shall pay all !peGial assessments whi,b arc due and payable as ()f the date
of 8"eptance of this offer.
b. All other special assessments shall be paid by Buyer.
5. RISK OF LOSS AND INSURANCE. Risk of loes prior to Seller's delivery of
possession of the Real Estate to Buyer shall be as follows: All risk oflos, shall remain with
Sellers until possession of the Real Estate shall be delivered to Buyer.
6. CARE A. 'ID MAlNTENANCE. The Real Estate, but not including any
struCtures thereon. shall be preserved in its present condition 8J'Id delivered intact at the
time possession is delivered to Buyer. Sellers shall have the right to remove the contents of
the bullding.
7. POSSESSION. If Buyer timely perform; all obligations. possession of the Real
Estate sha.l1 be delivered to Buyer on such date as the parties sball muroally agree but not
later than June 30,2000. with any adjustments of rent, insurance, and interest to be made as
of the date of tranSfer of possession.
8. USE OF PURCHASE PRICE. . At time of settlement, funds of the purchase
price may be used to pay taxes and other liens and to acquir: outStanding interests, if any,
of others.
9. ABSIRACT AND TITLE. Sellers, at their expense, shall promptly obtain an
abstract of title to the Rea] Estate continued throuih the date of acuptance of this offer I
and deliveT it to Buyer for examination. It w.u. show merchantable title U1 Sellers in
~onnity with this agreement, Iowa law and Title Standards of the Iowa State Bar
Association. The abstract shall become the property of the Buyers when the purchase price
is paid in full. Sellers shall pay the costs of any additlonaJ abstracting and title work due to
any act or omission of Sellen, indudi.ng transfen by or the death of Sellers or their
assignees.
10. DEED. Upon payment of the purchase price, Sellers shall convey the Real
Estate to Buyer or its assignees: by Wmanty Deed, free and dear of all liens, reStrictlODS,
and encumbrances Any general wammties of title shall extend only to the time of
aceeptance of this offer, with special warranties as to acts of Sellcrs continuing up to time
of deli\'ery of the deed.
11. JOINT TENANCY IN PROCEEDS AND IN REAL ESTATE. If Sellers:
immediately preceding acuptanee of this offer, hold title to the Real Estate in joint tenancy
with full rig}\t of survivorship, and the joint tenllnC)' is not later destroyed by operation of
law or by acts of the Sellers, then the proceeds of this sale, and any continuing or
recaptured rights of Sellers in the Real Estate, shall belong to Sellers IS joint tenants with
full ri~ of sUtVivorsbip and not as tenants in common; and Buyer, in the cvent of the
death of either Seller, agree to pay any balance of the price due Sellers unda this contract
to the surviving Seller and to ac<<pt a deed from the surviving Seller consistellt \\itb
paragraph 10.
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12. JOINDER BY SELLER'S SPOUSE. Seller's 8poUS~, jf not a titleholder
immediately preceding acceptance of this offer. ex~Ule!l this lXlDtract only for the purpose
of relinquishing all rights of dower. homestead and distributive shares or in compliance
with Section 561.13 oftbe Iowa Code and agrees to execute the deed or real estate contract
for this purpose.
13. TIME IS OF THE ESSENCE. Time is of the essence in this contract. This
contract is effective for all purposes June 30,2000.
14. REMEDIES OF THE PARTIES
.8. IfBu~ fails to timely perform 1his rontract, Sellers may forfeit it as provided in
the Iowa Code, and all payments made shaIJ be forfeited or, at Seller', option, upon thirty
days written notice of intention to accelerate the payment of the entire balance because of
such failure: (during which thirty days such failure is not COlTectcd) Sellers may declare the
entire balance immediately due and payable. Thereafter this contract may be foreclosed in
equity and the Buyer shall have the right to have all payments made returned to tbem.
b. Buyer and SeUm also are entitled to utilize any and all other remedies or actions
at law or in e.q'Uity available to them and shall be entitled to obtain judgment for costs and
attorney fees as pcnnit:ed by law.
15. CONTRACT BINDlNG ON SUCCESSORS IN INTEREST. Ibis contract
shall apply to and bind the &uccesson in interest of the parties,
16. CONSTRUCTION. Words and phrases shall be construed as in the singular or
plural nwnber, and as masculine, feminine or neuter gender, according to the co~xt.
17. TIME FOR ACCEPTANCE. If thill offer is not accepted by Sellers on or
before June 10.2000 it shall beGome void and all payments shall be repaid to the Buyer.
17. OTHER PROVISIONS.
a. Sellers shan in the deed assign to Buyer aD indemnification agreements from
Koch Sulfur Products Company to Sellers indemnifying Buyer ftom claims
relating to the environmental condition of the Real Estate.
b. This Offer is subject to and conditioned upon final approval by the City Council
of the Cit)' of Dubuque.
Dated: J
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PROMISSOR.Y NOTE
Dated: July 1, 2000
FOR VALUE RECEIVED, the City of Dubuquc~ lowa (City), promises to pay to
Robert D. Klaucr and/or Livija Klauer (Klaue!l a.sjointtcnants 'Yoith the right of
survivorship the sum of S 26Q, ((XJ. 00 "320, CWO July 1,2003, with interest at the rate of
six percent (6.0010) per annum on the unpaid bilince, City may prepa)' principal and
intere~ but only upon mutUal consent of the parties.
City of Dubuque, Iowa
Terrance M. Duggan, Mayor
Attest:
Jeanne F. Schneider, City Clerk
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