Rail Proprerty Mgm - Chicago, Central & Pacific
DU~~E
~~~
MEMORANDUM
April 26, 2005
TO:
The Honorable Mayor and City Council Members
FROM:
Michael C. Van Milligen, City Manager
SUBJECT: Chicago, Central and Pacific Railroad Company Port of Dubuque - Real
Estate Sale Contract
In an effort to improve access from the Port of Dubuque main campus to the Historic
Shot Tower area and to maximize the developable land area adjacent to the Star
Brewery property, City Engineer Gus Psihoyos recommends City Council approval of a
Railroad Real Estate Property Acquisition Agreement with the Chicago, Central and
Pacific Railroad Company to acquire railroad property for $86,360. This will enable the
construction of the Bell Street Extension, which will extend to the north side of the train
bridge underpass and will terminate at ih and Commercial Streets.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
/ J
. I ii' ;.\.. "~ V.'J'1 \
.. ~., ",-,,' L,~ --
,} "
j I ) uL~7\
/(' )
JI-I
Michael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, Corporation Counsel
Cindy Steinhauser, Assistant City Manager
Gus Psihoyos, City Engineer
~ ;
.)
(L.I
;;
-,'
I
I~J i
DU~~E
~~~
MEMORANDUM
April 26, 2005
TO: Michael C. Van Milligen, City Manager
. '~
FROM:
Gus Psihoyos, City Engineer
(,i
"'.) .
SUBJECT: Chicago, Central and Pacific Railroad Company
Port of Dubuque - Real Estate Sale Contract
INTRODUCTION
The purpose of this memorandum is to request City Council consideration and approval
of a Railroad Real Estate Property Acquisition Agreement with the Chicago, Central and
Pacific Railroad Company for the purpose of completing public improvements for the
Bell Street Extension.
BACKGROUND
In an effort to improve access from the Port of Dubuque main campus to the Historic
Shot Tower area and to maximize the developable land area adjacent to the Star
Brewery property, staff has been developing plans for the construction of the Bell Street
Extension.
The initial plans provide for the construction of a new roadway extension, north of the
existing Bell Street on a new alignment to the north-east, parallel to the existing railroad
tracks and adjacent to the Star Brewery property. The proposed Bell Street Extension
will extend to the north side of the train bridge underpass and will terminate at 7th and
Commercial Street.
DISCUSSION
To facilitate the construction of the proposed Bell Street Extension, the acquisition of
railroad property will be necessary. Over the past several months, staff has been
working with the railroad property management firm to negotiate and develop the terms
and conditions of the property purchase and to prepare a Real Estate Sale Contract
between the City and the Chicago, Central and Pacific Railroad Company.
RAILROAD PROPERTY ACQUISITION
The terms and conditions of the Real Estate Sale Contract present the City's offer to
acquire the railroad property for a total purchase price of $86,360. This total acquisition
price reflects Purchase Area NO.1 (12,715 SF) for $6.00 per square foot and Purchase
Area No.2 (4,710 SF) for $1.50 per square foot. A copy of the acquisition "Exhibit An to
the Real Estate Sale Contract is attached for your reference.
The following is a summary of recent property acquisition comparables within the Port of
Dubuque, which were used to establish the railroad property purchase price:
. In 2003, the City purchased property (approx. 52,840 SF) from Mississippi Valley
Trucking in the amount of $517,000 or approx. $9.79 per square foot.
. In 2003, the City purchased property (approx. 216,101 SF) from Dubuque
Hardwoods in the amount of $2,100,000 or approx. $9.717 per square foot.
. In 2004, the City purchased property (approx. 200,637 SF) from the Adams
Company in the amount of $2,407,644 or approx. $12.00 per SF. The reason for
the increase in cost versus the logging properties is that the Adams Company
property had a 44,440 SF operational manufacturing facility.
PROPERTY ACQUISITION FUNDING
Through the fiscal Year 2005 Budget Amendment #2, it is proposed that the railroad
real estate property acquisition will be funded using Greater Downtown Urban Renewal
TIF receipts.
RECOMMENDATION
The purchase price (per square foot) for the acquisition of railroad property appears to
be reasonable and in line with recent property acquisition comparables within the Port of
Dubuque. Therefore, I recommend the approval of this railroad property acquisition and
the established purchase price.
ACTION TO BE TAKEN
The City Council is requested to adopt the attached resolution, which approves and
authorizes the City Manager to execute the Real Estate Sale Contract between the City
and the Chicago, Central and Pacific Railroad Company for the purpose of completing
public improvements for the Bell Street Extension.
Prepared by Robert D. Schiesl, Civil Engineer
cc: Cindy Steinhauser, Assistant City Manager
Dawn Lang, Budget Director
David Heiar, Economic Development Director
Pam Myhre, Economic Development
---"\'
/,/,,' w' -
"WI
"W\
I
\
"WI
\
,
"W\
\
113M 1\
lOH '
o \
?i
<(
o
z
::>
o
cD
uJ
en
ti
~
ti \
~
-
i\
:;
o
~
J"-p~~ - .----
~
-;: ... \ .. ..
b
on
\
~-----------
--
---
I
\
I
\
UJ
.IE cr
f-~I..L~
z-,ocr
~C;::~8
~;::~&
<{o<{
UJUJo.~
?i~~5
~~:2o
l)o6~
j:~g6
"::>z::>
c;::o-oo
<{.,. ::>
~Q
1~Ol1R8
IJt~1J8
\
"
, "
"
"
\" J: W
\ " I-
"1..0 I
~____ I
: r::r: I
I w I W
~ I
r::r: I
I
I
I
I
I W
I
I
l .tOl
,
I
a .tOl
I
\
,I
~.
\
\
\
'"
~
\
RESOLUTION NO.
RESOLUTION APPROVING RAILROAD REAL ESTATE SALE
CONTRACT BETWEEN THE CITY OF DUBUQUE (CITY) AND THE
CHICAGO, CENTRAL AND PACIFIC RAILROAD COMPANY FOR THE
PURPOSE OF ACQUIRING PROPERTY TO COMPLETE PUBLIC
ROADWAY IMPROVEMENTS.
Whereas, the City and the Chicago, Central and Pacific Railroad Company
propose to enter into a Real Estate Sale Contract; and
Whereas, the City and the Chicago, Central and Pacific Railroad Company have
jointly prepared a Real Estate Sale Contract which outlines the terms and conditions for
the City's willful intent to acquire railroad real estate property; and
Whereas, the City and the Chicago, Central and Pacific Railroad Company
propose to enter into a Real Estate Sale Contract under which the City shall have sole
property ownership and thereby granted authorization to complete public improvements
for the Bell Street Extension.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCILOF THE CITY
OF DUBUQUE, IOWA:
Section 1: That the Real Estate Sale Contract between the City of Dubuque and
the Chicago, Central and Pacific Railroad Company is hereby approved.
Section 2: That the City Manager be authorized and directed to execute three
(3) copies of the agreement.
Section 3: That a certified copy of the resolution be submitted to the Chicago,
Central and Pacific Railroad Company by the City Clerk of the City of Dubuque, Iowa.
Passed, adopted and approved this
day of
,2005.
Terrance M. Duggan, Mayor
Attest:
Jeanne F. Schneider, CMC, City Clerk
Rail Property Management
Alice M. O'Donnell
57 Ogden Avenue
Clarendon Hills, IL 60514
Direct Line: 630-325-6726
Fax: 630-325-6908
e-mail:
aodonnell@railproperty.com
March 31, 2005
Mr. Bob Schiesl, P.E.
City of Dubuque - Engineering
City Hall
50 West 13th Street
Dubuque, Iowa 52001
Re: Chicago, Central and Pacific Railroad Company's property in Dubuque, Iowa
Dear Bob:
Based on our discussions, enclosed is the revised railroad standard real estate contract covers the
railroad's property in Dubuque, Iowa.
Upon receipt of the city's offer, we will submit it to Railroad's management for their review
and consideration. This review process may take from 90 to 180 days, during which time the
City's earnest money deposit may be processed for payment. Please understand that no
acceptance is implied on the part of the Railroad until such time as you receive a fully executed
counterpart ofthe contract. THE RAILROAD RESERVES THE RIGHT TO ACCEPT OR
REJECT ALL OFFERS DURING THIS FINAL REVIEW PROCESS." Should the railroad
decline to accept the City's offer, the railroad will fully refund the City's deposit. If the railroad
accepts the City's offer, the City will receive a fully-executed contract along with a proposed deed
of conveyance and closing instructions.
Ifthe above is agreeable, the City will need to:
. Execute two copies from each set of contract forms and return them to my attention.
. Enclose an earnest money deposit check for $9,000.00 made payable to the Chicago, Central
& Pacific Railroad Company.
. Provide a letter from the City of Dubuque regarding the Threat of Condemnation. The body
of the letter should include the following, "This letter will confirm that the City of Dubuque,
Iowa's acquisition of the Chicago, Central & Pacific Railroad Company's property. as set
forth on Exhibit A attached hereto, is in settlement and in lieu of the exercise of the City's
power of eminent domain under the law of the state of Iowa. "
Please call me if you have any questions or concerns. Thank you for your patience in this matter.
Respect".-,,; .
Alice~
REAL ESTATE SALE CONTRACT
CN Real Estate Department
c/o Rail Property Management
57 Ogden Avenue
Clarendon Hills, Illinois 60514
Telephone: 630-325-6602
Fax: 630-325-6908
The undersigned, hereinafter called Buyer, hereby offers to buy from Chicago, Central & Pacific,
a Delaware corporation, hereinafter called Seller, the interest of Seller in the real estate
hereinafter described and called the "Premises", on the following terms and conditions:
1. Price. Buyer agrees to pay Seller a total purchase price of Eighty Three Thousand,
Three Hundred & Six Dollars ($86,360.00) payable at Closing.
2. Deoosit. A deposit of Nine Thousand dollars (the "Deposit'1 is delivered to Seller
contemporaneously with the delivery of this offer. The Deposit shall be applied against
the purchase price at Closing or applied as provided in Paragraph 9. Any interest on the
Deposit shall be the property of Seller.
3. Prooertv. The property to be conveyed (the "Premises'1 are shown on Exhibit A
attached hereto and made a part hereof, and are located in or near the City (Village) of
Dubuque, County of Dubuque, State of Iowa. The sienal lines and appurtenances,
buildines or other imorovements are not included in the Premises to be conveyed.
4. Convevance. Seller shall conveyor cause the Premises to be conveyed to Buyer by
Quit Claim Deed (Except in the State of Louisiana it shall be by Act of Sale Without
Warranty or Return of the Purchase Price), hereinafter called the "Deed'~ subject to the
exceptions and reservations contained in this Contract. The Buyer in the Deed shall be
the undersigned Buyer unless Buyer designates a nominee by written notice to Seller
within fifteen days after the acceptance of this offer. Such nominee may be any entity
owned or controlled by Buyer or under common o~nership or control with Buyer; any
other nominee is subject to the written approval of Seller. Buyer guarantees
performance by such nominee of all terms and conditions hereof. The legal description
to be used in the Deed shall be furnished to Buyer upon Seller's acceptance of this
Contract. In the event a survey is required in order to prepare the legal description,
Seller shall so notify the Buyer and Buyer shall, at Buyer's expense, obtain and deliver to
Seller a plat of survey within forty-five (45) days of Seller's acceptance. This Contract
may not be assigned by Buyer except to such permitted nominee as set forth above.
SELLER, BY NATURE OF THE QUITCLAIM DEED, MAKES NO REPRESENTATION OR
WARRANTY CONCERNING THE CONDITION OF THE PREMISES OR ITS TITLE.
5. Evidence of Title. BUYER SHALL, AT ITS EXPENSE DO ONE OF THE FOLLOWING: (1)
Obtain and furnish to Seller, within twenty (20) days after Seller's acceptance of this
A:\dubuque.cnt.doc
offer, a preliminary title report or commitment from a title insurance company, or (2)
Provide a letter to Seller that says that Buyer is aware of possible clouds on Seller's title,
but that Buyer is assuming this risk and will not obtain a title report or commitment. If
Buyer chooses Option 1, Buyer shall deliver to Seller; within ten (10) days after receipt
of such title evidence, a written statement specifying the defects, if any, other than the
permitted exceptions and reservations set forth herein, which render Seller's title
unmarketable. In the event Buyer claims title defects, the time of Closing shall be
extended for a period of up to 60 days after receipt of such statement until the claimed
title defects are cured. If Seller is unable or unwilling to cure such defects within such
6O-day period, and Buyer is unwilling to accept the Deed subject to such defects, then
either party may terminate this Contract by delivering written notice to the other party
of its intention to do so within 10 days thereafter. Upon termination, Seller shall return
the Deposit to Buyer. If Buyer shall fail to deliver to Seller a statement of title defects
within ten (10) days after receipt of evidence of title from Seller, Buyer shall be deemed
to accept title as shown on the title evidence and to waive any objections to title.
'"
6. Exceptions. This Contract"and the Deed shall be subject to and in accordance with the
following exceptions, reservations and conditions:
(A) standard exceptions of the litle Company in its title policies issued in the state in
which the Premises are located.
(B) spedal taxes or assessments for improvements not yet completed, if any.
(C) installments not due at the date hereof of any special tax or assessment for
improvements completed, if any.
(D) general taxes, if any, for the tax year prior to the year in which the Deed is
delivered and subsequent years. If the Premises are locally assessed for the
year in which the Deed is delivered, the taxes for such year shall be prorated as
of the date on which the Deed is delivered on the basis of the most recent tax
bill, unless the payment of taxes has been assumed by a tenant. If the Premises
is assessed as railroad operating property by the State in which the Premises is
located, then the Seller agrees to pay, when due, taxes for the year in which the
deed is delivered and prior years, assessed in Seller's name.
(E) building, building lines and use or occupancy restrictions, zoning and building
laws or ordinances, and other laws, ordinances, requirements, limitations,
restrictions, regulations and codes which are or may be imposed upon the
Premises by any governmental authority having jurisdiction thereof.
(F) roads and highways, if any.
(G) judgment liens; however, any judgment against Seller which may appear of
record as a lien against the Premises shall be settled and satisfied by Seller if
and when it is judicially determined to be finally valid, and Seller shall indemnify
the Buyer for all loss arising out of Seller's failure to have such judgment lien so
settled and satisfied. This provision shall survive the Closing of this transaction
and the delivery of the Deed.
A:\dUboque.cnt.doc 2
(H) covenants, conditions and restrictions of record, and recorded licenses and
easements.
(I) Existing leases identified on Exhibit B attached hereto and made a part hereof.
(J) The sale of the Premises is subject to all of the rights of the owner of the mineral
estate in said Premises, if any. If, however, it is found that Seller has mineral
right in the Premises, such rights will not be retained by Seller but will pass to
Buyer by the Quitclaim Deed from Seller as set forth in Section 4 herein.
(K) rights of any government agencies, public or quasi-public utilities for the use,
maintenance, repair, replacement and reconstruction of existing driveways,
roads and highways, conduits, sewers, drains, water mains, fiber optics cables
and/or communications systems, gas lines, electric power lines, wires, and other
utilities and easements. .""
(L) acts by, through or under Buyer.
7. ~eservations. Seller shall reserve for itself, its successors and assigns, the right for
the continued use, maintenance, repair, replacement and reconstruction of all eXisting
driveways, roads, highways, conduits, sewers, drains, water mains, fiber optics cables
and/or communications systems, gas lines, electric power lines, wires and other utilities
and easements on the Premises, whether or not of record, including access thereto.
Buyer will not interfere with the rights herein reserved by Seller or interfere with any
facilities used pursuant thereto. In addition, if all or any portion of the Premises are
located within five hundred (SOD) feet of a railroad right-of-way, Buyer agrees that the
Premises shall be conveyed subject to the reduction in use and enjoyment and
inconveniences, including noise, vibrations and odors, which may result from rail
operations on adjacent or near-by properties. This provision shall survive the closing of
this transaction and the delivery of the Deed.
8. Environmental Clause. Buyer has been allowed to make a complete inspection of the
subject Premises and has knowledge as to the past use of the Premises. Based upon
this inspection and knowledge, Buyer is aware of the condition of the Premises and
BUYER SPECIFICALLY ACKNOWLEDGES THAT BUYER IS PURCHASING THE
PREMISES IN AN "AS IS WITH ALL FAULTS" BASIS AND THAT BUYER IS NOT
RELYING ON ANY REPRESENTAnONS OR WARRANnES OF ANY KIND
WHATSOEVER FROM SELLER AS TO ANY MATIERS CONCERNING THE
PREMISES, including the physical condition of the Premises and any defects thereof,
whether latent or patent and whether now or hereafter existing. Buyer represents and
warrants to Seller that Buyer has not relied, and shall not rely, upon any representations
or statements or the failure to make any representation or statement, by Seller or
Seller's agents or employees or by any person acting, or purporting to act, on behalf of
Seller. Buyer specifically agrees that Seller shall not be obligated to do any restoration,
repairs, remediation or other work in connection with the Premises, that Seller shall not
be liable for any restoration, repairs, remediation or other work necessary to cause the
Premises to meet any applicable laws, ordinances, requirements, limitations, restrictions,
regulations or codes, or be suitable for any particular use, and that Buyer shall
A:\dubuQue.cnt.doc
3
indemnify and hold Seller harmless from all costs, expenses, liability and damages,
including attorneys' fees, incurred or arising in connection with any such restoration,
repairs, remediation or other work. Buyer waives, releases, acquits and forever
discharges Seller, its employees and agents and any other person acting on behalf of
Seller, of and from any and all claims, actions, causes of action, liabilities, demands,
rights, damages, cost, expenses, or compensation whatsoever, direct or indirect, known
or unknown, foreseen or unforeseen, which Buyer now has or may have or which may
arise in the future on account of or in any way growing out of or in connection with any
Hazardous Materials or Other Conditions on, under, from or affecting the Premises or
any law or regulation applicable thereto. This provision shall survive the closing of this
transaction and the delivery of the Deed and shall run with the land
9. Closin9. The Closing shall occur, via mail, within ten (10) days after expiration of the
Due Diligence Period as set forth in Section 8 of this Contract, or at the time, date and
location mutually agreeable to Buyer and Seller. Buyer agrees to purchase, affix and
cancel all documentary stamps in .the amount prescribed by statute, and pay all required
transfer taxes and fees incidental to the recordation of said Deed. Buyer shall apply for
any lot splits or tax divisions with the appropriate local authorities at Buyer's cost and
expense.
10. Real estate commission. Buyer warrants that Buyer did not engage or use the
services of any real estate broker or agent in connection with this Contract and agrees
to indemnify, defend, and hold harmless Seller against any and all claims by any broker
or agent for a fee or commission arising out of this Contract. The warranty in this
paragraph shall survive the Closing.
11. Rt!9ulatorv approval. If Seller is required to obtain regulatory approval of this
transaction by any agency, the Closing date shall be extended for the time required to
obtain such approval. If such approval cannot be obtained within sixty days, either
party may terminate this Contract by written notice to the other and, upon termination,
Seller shall return the Deposit to Buyer.
12. Liauidated damaaes. Time is of the essence of this Contract. If Buyer shall default
or fuil to perform the requirements of this Contract within the time limits herein
specified, the Seller may retain the Deposit as liquidated damages and just
compensation, and not as a penalty or forfeiture, and declare this Contract terminated.
In the event of default by Seller, Buyer's sole remedy shall be a return of the Deposit.
13. Notices. All notices and demands herein required shall be in writing sent by telecopier,
overnight courier or certified or registered mail to the other party at the address shown
herein. Notices sent by (i) telecopier shall be deemed made upon confirmed
transmission; (ii) overnight courier shall be deemed made one business day after being
sent; and (iii) certified or registered mail shall be deemed made three days after
mailing.
14. Condemnation or Casualty. If, prior to the Closing of this sale, all or any portion of
the Premises are condemned, damaged or destroyed, Buyer shall have the option of
either accepting an assignment of any condemnation or insurance proceeds or to
terminate this Contract. Buyer shall deliver written notice of its election to Seller within
A:\dubuQue.cnt.doc
4
ten (10) days of the date Seller notifies Buyer of such condemnation, damage or
destruction. If Buyer fails to notify Seller, Buyer shall be deemed to elect to close and
accept an assignment of the proceeds. If Buyer terminates, the Deposit shall be
returned to Buyer.
15. Miscellaneous.
(A) Time is of the essence in the performance of each and every one of the terms of
this Contract. Whenever any determination Is to be made or action to be taken
on a date specified in this Contract, if such date shall fall upon a Saturday,
Sunday or legal holiday, the date for such determination or action shall be
extended to the first business day immediately thereafter.
(B) This Contract embodies the entire agreement of the parties hereto and
supersedes any prior understandings or written or oral agreements between the
parties concerning the Prel'l)ises. No oral statements shall be of any force or
effect. No variation modification or alteration of the terms hereof shall be
binding upon either party unless set forth in an express and formal written
amendment.
(C) This Contract shall be construed in accordance with the laws of the State of
Illinois.
(D) For the purposes of this Agreement, (i) "Hazardous Materials" include, without
limit, any flammable explosives, radioactive materials, hazardous wastes,
hazardous or toxic substances, or related materials defined in the
Comprehensive Environmental Response, Compensation, and Liability 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.), the Toxic Substances Control Act, as
amended (15 U.S.C. 2601, et seq.) and in the regulations adopted and
publications promulgated pursuant thereto, as such laws or regulations not exist
or may exist in the future, and (ii) "Other Conditions" include, without limit,
methane and other gases, petroleum and any fraction thereof,- nonhazardous
wastes or materials, and any physical conditions or other subsurface conditions
which arise out of or are in any way related to current or previous uses or
activities on the Premises.
16. Other Conditions. This contract is subject to additional conditions and/or provisions
as set forth in the Addendum attached hereto and made a part hereof which with this
contract constitute the entire agreement between the parties.
17. Acceptance. This Contract, and any attached Addendum, when accepted and signed
by the Seller, shall constitute the entire agreement between the parties and shall
thereafter be binding upon and inure to the benefit of the Seller and the Buyer, their
heirs, administrators, successors and assigns. The execution and delivery of this
Contract by Buyer constitutes an offer to purchase the Premises on the terms described
herein, which offer shall remain irrevocable and available for acceptance by Seller for a
period of thirty (30) days after the date of Buyer's signature below. This offer shall not
A:\dubuque.Olt.doc
5
'.
become binding upon Seller until executed by Seller and a duplicate original of this
Contract is delivered to Buyer.
IN WITNESS WHEREOF, the parties have executed this Contract as of the dates set forth below.
Buyer:
Buyer's Address for notices:
Buyer (print or type)
Attention:
Fax No.:
Buyer's signature and title
Date:
?
Accepted by Seller this
day of
,20_.
. a
corporation.
By:
litle: Regional Manager U.S. Real Estate
A:\dubuque.Olt.doc
6
\1.l ~
~ i H6 .
~ ClzS ii~~ . ..
" ~ Q ~s ~ ~ 1 ~
. ,.,., ~ .~ . <l ..J Z "
<It.. _ ..- ~ > ~., (:: 0.(
.~ w ~i52r ~~:!tl ""'-'
,~. ;t '" Cl .~ UI ~ !!! ,.
~ u ,..q;~1, 5"~ _~
~ (/) It. 2_ ~ 1 It ~ UJ ~
:;it t:! p.. ~ .H p. ~ ..
.V a: QZ:i.c 2.. ~
~ ih51 ~ 0 ~
......z ~ ;; '" t
~wi3 .~~ I
U i 1 j
eltl
~\ ,
~~' w
\ :I: a:
u-i"~UJ
~-oo
,\ ffi=",lS 9NI01.nS I "'
, :za:...u I w
wQ.Ww
, \~ ~<<.?a: AH3M3HB
~ wfil~~ \
>-UJ....z
\ \ <01-:::> HVlS
~ s:>-ffio
u..lII~U
oOOUJ
tr~~6 "'
Q6~al
* a:<;1;5
~ 42. ~
~ ~\
ill
~ \~ ,.
, cC \~\ ~
, ~\
a:. ,\ 30'
~\\
~r'
, U'\,
, ~~
o~ I \
~~\
~ \\
ti i~
ca.1\ ~
~ \~
~ 4* ~
~, Z101
'en ~ ~\\
a ~, I
, I
- ~l t
e,:>>' I'
~ \ c;,~i 0101
I, ,
c' \1
\ \
e,:>> \ ,\, \
\
' ~~\
'~ ,
.09 \\, ,
,-
~f--
\
\
\
EXHIBIT B
Leases
None
A:\dubuque.Olt.doc
8
ADDENDUM TO OFFER
Offer/Real Estate Sales Contract dated
. 2005
Buyer:
Seller: Chicago, Central and Pacific Railroad
Company
1) EMBANKMENT PROTECTION. Buyer shall not do anything that would directly or
indirectly, effect, change, impair or damage Seller's adjacent embankment and shall secure
Seller's prior written approval for any construction or earthwork involving said embankment.
Seller reserves for itself, its successors and assigns the right to enter upon the Premises for the
purpose of construction, maintenance and repair of said embankment. Should Buyer in Seller's
sole opinion fail to preserve and safeguard said embankment as aforestated, any costs incurred
by Seller in connection with work necessary to preserve and guard said embankment shall be at
the sole expense of Buyer ;"
,t
2) SURVEY. The Buyer shall, at Buyer's sole expense, within 45 days of Seller's
acceptance as set forth herein, secure a plat of survey and legal description of Premises from a
licensed Iowa Land Surveyor pursuant to Section 354.4 of Iowa Code 1998. Said survey shall
require the approval of said survey by both Buyer and Seller. Seller shall incorporate said legal
description into the quitclaim deed of conveyance and all pertinent closing documents. Survey
shall also identify the location of any railroad utilities, signal lines and appurtenance thereto.
3) DRAINAGE COVENANT. Buyer covenants and agrees that it shall not do nor cause to
be done any act that will impede the natural flow of drainage water over the premises herein
conveyed as to cause such drainage of water to accumulate on the Seller's remaining property
located northerly of the premises to the detriment of Seller's its successors or assigns, use and
enjoyment of such premises. Provided, however, this covenant shall in no way be construed to
prohibit Buyer from erecting buildings or other improvement on the premises herein conveyed
so long as drainage, equivalent to that presently existing, is maintained whether naturally or by
other means. This covenant shall run with the land herein conveyed and be binding upon
Buyer, its successors and assigns forever.
4) RESERVATION FOR RAILROAD A SIGNAL UNE EASEMENT. Seller reserves unto
itself, its successors and assigns its existing signal line, together with all appurtenant fixtures
thereto and an easement for said signal line and all appurtenant fixtures, as now located on,
over and across the subject premises within the northerly border of the Premises, together with
all reasonable right of entry for the purpose of constructing, replacing, repairing and
maintaining same for so long as required for Seller's purposes.
Buyer covenants and agrees with Seller, its successors and assigns that Buyer, its successors
and assigns will not construct, install or place or permit the construction, installation or
placement of any structure or facility on, under, or across the reserved easement without
written consent from Seller, its successors or assigns and will not use or permit the use of any
of the Premises in a manner which may interfere with the use of the Seller's signal lines. This
covenant shall run with the land conveyed and shall be binding upon Buyer, its successors,
assigns and grantees.
A:\dubuque.Olt.doc
9
-------.----
5) CLOSING. Closing shall be fourteen (14) days after Buyer has notified Seller that it has
secured the survey in a form acceptable to both parties. However, in the event Closing has not
occurred by May 1, 2005, then either party may cancel this contract upon notice to that effect
to the other party.
A:\dubuque.Olt.doc
10
'"
... '"
.......
~"'", ~ \~\'
\ '" \.0 \ ,\
t-r----~=~~
I a: \~.
,w \ l'
\ ~ \ i~
a \ Z .L01 \ ~ to
, \ Ul
~ 0 .L01 \ ~ S
o~
.~ffi
l-:~'60
~"!$~
:j;\'tJ.'&
iil~l1-\
~ofii
J;?g'"
'6la8~
'i~Cl1g
~~;:;~
10
9NI0110S
11IiMi1lS
aVIS
,
,
\
~
,
~
,
t ~
'i
~
~
,
~
~
,
"..
~
-
..
-'"
C!
~
c:..\
~
'l
'CP ~
a
~'
~'
\\
, \
u \
\
\
\
\
\
~
4.
~
'6
cP
~
REAL ESTATE SALE CONTRACT
CN Real Estate Department
c/o Rail Property Management
57 Ogden Avenue
Clarendon Hills, Illinois 60514
Telephone: 630-325-6602
Fax: 630-325-6908
The undersigned, hereinafter called Buyer, hereby offers to buy from Chicago, Central & Pacific,
a Delaware corporation, hereinafter called Seller, the interest of Seller in the real estate
hereinafter described and called the "Premises", on the following terms and conditions:
1. Price. Buyer agrees to pay Seller a total purchase price of Eighty Three Thousand,
Three Hundred & Six Dollars ($86,360.00) payable at Closing.
2. DeDOsit. A deposit of Nine Thousand dollars (the "Deposit") is delivered to Seller
contemporaneously with the delivery of this offer. The Deposit shall be applied against
the purchase price at Closing or applied as provided in Paragraph 9. Any interest on the
Deposit shall be the property of Seller.
3. Prooertv. The property to be conveyed (the "Premises'') are shown on Exhibit A
attached hereto and made a part hereof, and are located in or near the City (Village) of
Dubuque, County of Dubuque, State of Iowa. The signal lines and apourtenances.
buildinas or other imorovements are not included in the Premises to be conveved.
4. Convevance. Seller shall conveyor cause the Premises to be conveyed to Buyer by
Quit Claim Deed (Except in the State of Louisiana it shall be by Act of Sale Without
Warranty or Return of the Purchase Price), hereinafter called the "Deed'~ subject to the
exceptions and reservations contained in this Contract. The Buyer in the Deed shall be
the undersigned Buyer unless Buyer designates a nominee by written notice to Seller
within fifteen days after the acceptance of this offer. Such nominee may be any entity
owned or controlled by Buyer or under common o~nership or control with Buyer; any
other nominee is subject to the written approval of Seller. Buyer guarantees
performance by such nominee of all terms and conditions hereof. The legal description
to be used in the Deed shall be furnished to Buyer upon Seller's acceptance of this
Contract. In the event a survey is required in order to prepare the legal description,
Seller shall so notify the Buyer and Buyer shall, at Buyer's expense, obtain and deliver to
Seller a plat of survey within forty-five (45) days of Seller's acceptance. This Contract
may not be assigned by Buyer except to such permitted nominee as set forth above.
SELLER, BY NATURE OF THE QUITCLAIM DEED, MAKES NO REPRESENTATION OR
WARRANTY CONCERNING THE CONDITION OF THE PREMISES OR ITS TITLE.
5. Evidence of Title. BUYER SHALL, AT ITS EXPENSE DO ONE OF THE FOLLOWING: (1)
Obtain and furnish to Seller, within twenty (20) days after Seller's acceptance of this
A:\dubuque.cnt.doc
offer, a preliminary title report or commitment from a title insurance company, or (2)
Provide a letter to Seller that says that Buyer is aware of possible clouds on Seller's title,
but that Buyer is assuming this risk and will not obtain a title report or commitment. If
Buyer chooses Option 1, Buyer shall deliver to Seller, within ten (10) days after receipt
of such title evidence, a written statement specifying the defects, if any, other than the
permitted exceptions and reservations set forth herein, which render Seller's title
unmarketable. In the event Buyer claims title defects, the time of Closing shall be
extended for a period of up to 60 days after receipt of such statement until the claimed
title defects are cured. If Seller is unable or unwilling to cure such defects within such
GO-day period, and Buyer is unwilling to accept the Deed subject to such defects, then
either party may terminate this Contract by delivering written notice to the other party
of its intention to do so within 10 days thereafter. Upon termination, Seller shall return
the Deposit to Buyer. If Buyer shall fail to deliver to Seller a statement of title defects
within ten (10) days after receipt of evidence of title from Seller, Buyer shall be deemed
to accept title as shown on the title evidence and to waive any objections to title.
,#
6. Exceptions. This Contract'and the Deed shall be subject to and in accordance with the
following exceptions, reservations and conditions:
(A) standard exceptions of the Title Company in its title policies issued in the state in
which the Premises are located.
(B) special taxes or assessments for improvements not yet completed, if any.
(C) installments not due at the date hereof of any special tax or assessment for
improvements completed, if any.
(D) general taxes, if any, for the tax year prior to the year in which the Deed is
delivered and subsequent years. If the Premises are locally assessed for the
year in which the Deed is delivered, the taxes for such year shall be prorated as
of the date on which the Deed is delivered on the basis of the most recent tax
bill, unless the payment of taxes has been assumed by a tenant. If the Premises
is assessed as railroad operating property by the State in which the Premises is
located, then the Seller agrees to pay, when due, taxes for the year in which the
deed is delivered and prior years, assessed in Seller's name.
(E) building, building lines and use or occupancy restrictions, zoning and building
laws or ordinances, and other Jaws, ordinances, requirements, limitations,
restrictions, regulations and codes which are or may be imposed upon the
Premises by any governmental authority having jurisdiction thereof.
(F) roads and highways, if any.
(G) judgment liens; however, any judgment against Seller which may appear of
record as a lien against the Premises shall be settled and satisfied by Seller if
and when it is judicially determined to be finally valid, and Seller shall indemnify
the Buyer for all loss arising out of Seller's failure to have such judgment lien so
settled and satisfied. This provision shall survive the Closing of this transaction
and the delivery of the Deed.
A:\dubuque.cnt.doc 2
(H) covenants, conditions and restrictions of record, and recorded licenses and
easements.
(I) Existing leases identified on Exhibit B attached hereto and made a part hereof.
(J) The sale of the Premises is subject to all of the rights of the owner of the mineral
estate in said Premises, if any. If, however, it is found that Seller has mineral
right in the Premises, such rights will not be retained by Seller but will pass to
Buyer by the Quitclaim Deed from Seller as set forth in Section 4 herein.
(K) rights of any government agencies, public or quasi-public utilities for the use,
maintenance, repair, replacement and reconstruction of existing driveways,
roads and highways, conduits, sewers, drains, water mains, fiber optics cables
and/or communications systems, gas lines, electric power lines, wires, and other
utilities and easements. ?-
..
(L) acts by, through or under Buyer.
7. Reservations. Seller shall reserve for itself, its successors and assigns, the right for
the continued use, maintenance, repair, replacement and reconstruction of all existing
driveways, roads, highways, conduits, sewers, drains, water mains, fiber optics cables
and/or communIcations systems, gas lines, electric power lines, wires and other utilities
and easements on the Premises, whether or not of record, including access thereto.
Buyer will not interfere with the rights herein reserved by Seller or interfere with any
facilities used pursuant thereto. In addition, if all or any portion of the Premises are
located within five hundred (500) feet of a railroad right-of-way, Buyer agrees that the
Premises shall be conveyed subject to the reduction in use and enjoyment and
inconveniences, including noise, vibrations and odors, which may result from rail
operations on adjacent or near-by properties. This provision shall survive the closing of
this transaction and the delivery of the Deed.
8. Environmental Clause. Buyer has been allowed to make a complete inspection of the
subject Premises and has knowledge as to the past use of the Premises. Based upon
this inspection and knowledge, Buyer is aware of the condition of the Premises and
BUYER SPECIFICALLY ACKNOWLEDGES THAT BUYER IS PURCHASING THE
PREMISES IN AN "AS IS WITH ALL FAUL TSn BASIS AND THAT BUYER IS NOT
RELYING ON ANY REPRESENTAnONS OR WARRANTIES OF ANY KIND
WHATSOEVER FROM SELLER AS TO ANY MATTERS CONCERNING THE
PREMISES, including the physical condition of the Premises and any defects thereof,
whether latent or patent and whether now or hereafter existing. Buyer represents and
warrants to Seller that Buyer has not relied, and shall not rely, upon any representations
or statements or the failure to make any representation or statement, by Seller or
Seller's agents or employees or by any person acting, or purporting to act, on behalf of
Seller. Buyer specifically agrees that Seller shall not be obligated to do any restoration,
repairs, remediation or other work in connection with the Premises, that Seller shall not
be liable for any restoration, repairs, remediation or other work necessary to cause the
Premises to meet any applicable laws, ordinances, requirements, limitations, restrictions,
regulations or codes, or be suitable for any particular use, and that Buyer shall
A:\dubuque.cnt.doc
3
indemnify and hold Seller harmless from all costs, expenses, liability and damages,
including attorneys' fees, incurred or arising in connection with any such restoration,
repairs, remediation or other work. Buyer waives, releases, acquits and forever
discharges Seller, its employees and agents and any other person acting on behalf of
Seller, of and from any and all claims, actions, causes of action, liabilities, demands,
rights, damages, cost, expenses, or compensation whatsoever, direct or indirect, known
or unknown, foreseen or unforeseen, which Buyer now has or may have or which may
arise in the future on account of or in any way growing out of or in connection with any
Hazardous Materials or Other Conditions on, under, from or affecting the Premises or
any law or regulation applicable thereto. This provision shall survive the closing of this
transaction and the delivery of the Deed and shall run with the land
9. Closina. The Closing shall occur, via mail, within ten (10) days after expiration of the
Due Diligence Period as set forth in Section 8 of this Contract, or at the time, date and
location mutually agreeable to Buyer and Seller. Buyer agrees to purchase, affix and
cancel all documentary stamps in "the amount prescribed by statute, and pay all required
transfer taxes and fees incidental to the recordation of said Deed. Buyer shall apply for
any lot splits or tax divisions with the appropriate local authorities at Buyer's cost and
expense.
10. Real estate commission. Buyer warrants that Buyer did not engage or use the
services of any real estate broker or agent in connection with this Contract and agrees
to indemnify, defend, and hold harmless Seller against any and all claims by any broker
or agent for a fee or commission arising out of this Contract. The warranty in this
paragraph shall survive the Closing.
11. R~ulatorv approval. If Seller is required to obtain regulatory approval of this
transaction by any agency, the Closing date shall be extended for the time required to
obtain such approval. If such approval cannot be obtained within sixty days, either
party may terminate this Contract by written notice to the other and, upon termination,
Seller shall return the Deposit to Buyer.
12. Liauidated damaaes. Time is of the essence of this Contract. If Buyer shall default
or fail to perform the requirements of this Contract within the time limits herein
specified, the Seller may retain the Deposit as liquidated damages and just
compensation, and not as a penalty or forfeiture, and declare this Contract terminated.
In the event of default by Seller, Buyer's sole remedy shall be a return of the Deposit.
13. Notices. All notices and demands herein required shall be in writing sent by telecopier,
overnight courier or certified or registered mail to the other party at the address shown
herein. Notices sent by (i) telecopier shall be deemed made upon confirmed
transmission; (ii) overnight courier shall be deemed made one business day after being
sent; and (Hi) certified or registered mail shall be deemed made three days after
mailing.
14. Condemnation or Casualtv. If, prior to the Closing of this sale, all or any portion of
the Premises are condemned, damaged or destroyed, Buyer shall have the option of
either accepting an assignment of any condemnation or insurance proceeds or to
terminate this Contract. Buyer shall deliver written notice of its election to Seller within
A:\dubuque.cnt.doc
4
ten (10) days of the date Seller notifies Buyer of such condemnation, damage or
destruction. If Buyer fails to notify Seller, Buyer shall be deemed to elect to close and
accept an assignment of the proceeds. If Buyer terminates, the Deposit shall be
returned to Buyer.
15. Miscellaneous.
(A) Time is of the essence in the performance of each and every one of the terms of
this Contract. Whenever any determination is to be made or action to be taken
on a date specified in this Contract, if such date shall fall upon a Saturday,
Sunday or legal holiday, the date for such determination or action shall be
extended to the first business day immediately thereafter.
(B) This Contract embodies the entire agreement of the parties hereto and
supersedes any prior understandings or written or oral agreements between the
parties concerning the Pren;lises. No oral statements shall be of any force or
effect. No variation modification or alteration of the terms hereof shall be
binding upon either party unless set forth in an express and formal written
amendment.
(C) This Contract shall be construed in accordance with the laws of the State of
Illinois.
(D) For the purposes of this Agreement, (i) "Hazardous Materials" include, without
limit, any flammable explosives, radioactive materials, hazardous wastes,
hazardous or toxic substances, or related materials defined in the
Comprehensive Environmental Response, Compensation, and Uability 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.), the Toxic Substances Control Act, as
amended (15 U.S.C. 2601, et seq.) and in the regulations adopted and
publications promulgated pursuant thereto, as such laws or regulations not exist
or may exist in the future, and (ii) "Other Conditions" include, without limit,
methane and other gases, petroleum and any fraction thereof, nonhazardous
wastes or materials, and any physical conditions or other subsurface conditions
which arise out of or are in any way related to current or previous uses or
activities on the Premises.
16. Other Conditions. This contract is subject to additional conditions and/or provisions
as set forth in the Addendum attached hereto and made a part hereof which with this
contract constitute the entire agreement between the parties.
17. Acceptance. This Contract, and any attached Addendum, when accepted and signed
by the Seller, shall constitute the entire agreement between the parties and shall
thereafter be binding upon and inure to the benefit of the Seller and the Buyer, their
heirs, administrators, successors and assigns. The execution and delivery of this
Contract by Buyer constitutes an offer to purchase the Premises on the terms described
herein, which offer shall remain irrevocable and available for acceptance by Seller for a
period of thirty (30) days after the date of Buyer's signature below. This offer shall not
A:\dubuque.OlLdoc
5
"
become binding upon Seller until executed by Seller and a duplicate original of this
Contract is delivered to Buyer.
IN WITNESS WHEREOF, the parties have executed this Contract as of the dates set forth below.
Buyer:
Buyer's Address for notices:
Buyer (print or type)
Attention:
Fax No.:
Buyer's signature and title
Date:
/C
Accepted by Seller this
day of
,20_.
, a
corporation.
By:
Title: Regional Manager U.S. Real Estate
A:\dubuque.01t.doc
6
~-Y"
\
\
\
mJ
.10N '
o
w
.~ffi
t-~u...o
z-,Ocx:
~a:~8
wo.Ww
~<t?cx:
0<
wo.2:
~~g~
~~~8
ofa8~
!i:[!;Q30
S2a~~
cx:<~::>
~o
~
~
tn~
2 1\
-'
c.)'
i\
5'
0'
" \
~
4-
~
:::)
o
""
,
,
~ ~ ~
,0 1 i ~ ~ .
-~-
t:> 0 ~ i!: ~ ..
on "",z -I <Ill-
;' "'~~t ~'6 . ~
A. _ ,- P:\:;'1 ~ i it .J I a
~ Iii Oii~g' ~t:<J~ I
~.t _ ~ 0 ~ ;: . ~ ~ ~ 1 "\.
~^ (/) _L,o o"~ ""
~. N "ffii~l a:t;jlll ~
It.V - ~u.l ~I D..U) ~
~ 0 H~ i ~ It ~
J: Z"B ~o ,~
l ~w~ .'!~ ~
:i ~oi'~~1
u q 5
Jf
9NI01.08
AH3M3H8
BV.1S
,
I
I "\
"
... "-
"
~"'~ \ ~
t-f~~~~~~~Th\
I a: \ "'\
I UJ \
I ~ \
I ~ \ '"
fg
g i Z 101 \ \ CO
\ "'\ b
\ .-l
\ '"
0\
.
o
o
0101
\
\
\
,
...
'"
I \
EXHIBIT B
Leases
None
A:\dubuque.01t.doc
8
ADDENDUM TO OFFER
Offer/Real Estate Sales Contract dated
, 2005
Buyer:
Seller: Chicago, Central and Pacific Railroad
Company
1) EMBANKMENT PROTECTION. Buyer shall not do anything that would directly or
indirectly, effect, change, impair or damage Seller's adjacent embankment and shall secure
Seller's prior written approval for any construction or earthwork involving said embankment.
Seller reserves for itself, its successors and assigns the right to enter upon the Premises for the
purpose of construction, maintenance and repair of said embankment. Should Buyer in Seller's
sofe opinion fail to preserve and safeguard said embankment as aforestated, any costs incurred
by Seller in connection with work necessary to preserve and guard said embankment shall be at
the sole expense of Buyer".
J
2) SURVEY. The Buyer shall, at Buyer's sole expense, within 45 days of Seller's
acceptance as set forth herein, secure a plat of survey and legal description of Premises from a
licensed Iowa Land Surveyor pursuant to Section 354.4 of Iowa Code 1998. Said survey shall
require the approval of said survey by both Buyer and Seller. Seller shall incorporate said legal
description into the quitclaim deed of conveyance and all pertinent closing documents. Survey
shall also identify the location of any railroad utilities, signal lines and appurtenance thereto.
3) DRAINAGE COVENANT. Buyer covenants and agrees that it shall not do nor cause to
be done any act that will impede the natural flow of drainage water over the premises herein
conveyed as to cause such drainage of water to accumulate on the Seller's remaining property
located northerly of the premises to the detriment of Seller's its successors or assigns, use and
enjoyment of such premises. Provided, however, this covenant shall in no way be construed to
prohibit Buyer from erecting buildings or other improvement on the premises herein conveyed
so long as drainage, equivalent to that presently existing, is maintained whether naturally or by
other means. This covenant shall run with the land herein conveyed and be binding upon
Buyer, its successors and assigns forever.
4) RESERVAnON FOR RAILROAD A SIGNAL UNE EASEMENT. Seller reserves unto
itself, its successors and assigns its existing signal line, together with all appurtenant fixtures
thereto and an easement for said signal line and all appurtenant fixtures, as now located on,
over and across the subject premises within the northerly border of the Premises, together with
all reasonable right of entry for the purpose of constructing, replacing, repairing and
maintaining same for so long as required for Seller's purposes.
Buyer covenants and agrees with Seller, its successors and assigns that Buyer, its successors
and assigns will not construct, install or place or permit the construction, installation or
placement of any structure or facility on, under, or across the reserved easement without
written consent from Seller, its successors or assigns and will not use or permit the use of any
of the Premises in a manner which may interfere with the use of the Seller's signal lines. This
covenant shall run with the land conveyed and shall be binding upon Buyer, its successors,
assigns and grantees.
A:\dubuque.cnt.doc
9
5) CLOSING. Closing shall be fourteen (14) days after Buyer has notified Seller that it has
secured the survey in a form acceptable to both parties. However, in the event Closing has not
occurred by May 1, 2005, then either party may cancel this contract upon notice to that effect
to the other party.
A:\dubuque.cntdoc
10