Dbq Screw Products Purchase Assignment
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MEMORANDUM
September 26, 2006
TO:
The Honorable Mayor and City Council Members
FROM:
Michael C. Van Milligen, City Manager
SUBJECT: Dubuque Screw Products, Inc.
City Attorney Barry Lindahl is recommending approval of an assignment by Dubuque
Screw Products, Inc. of the rights to purchase the property, which is the subject of the
Development Agreement, to Dubuque Screw Products President Michael R. Scherr.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
MCVM/ksf
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Dave Heiar, Economic Development Director
t,',
Barry A. Lindahl, Esq.
Corporation Counsel
Suite 330, Harbor View Place
300 Main Street
Dubuque, Iowa 52001-6944
(563) 583-4113 office
(563) 583-1040 fax
balesq@cityofdubuque.org
D'i:i~tIduE
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September 25, 2006
Michael C. Van Milligen, City Manager
City Hall - City Manager's Office
50 West 13th Street
Dubuque, IA 52001
RE: Dubuque Screw Products, Inc.
Dear Mike:
At the August 7,2006 City Council meeting, the City Council approved an assignment of
the rights to purchase the property which is the subject of the Development Agreement
from Dubuque Screw Products, Inc. to Beck Construction, Inc. The Development
Agreement permits an assignment of the rights to purchase the property for certain
business reasons.
Dubuque Screw Products, Inc. has now elected to assign the rights to purchase the
property to Michael R. Scherr, President of Dubuque Screw Products, Inc., rather than
to Beck Construction, Inc. Enclosed is a letter from Attorney James E. Goodman, Jr.,
representing Dubuque Screw Products, Inc., requesting approval of the assignment.
Once Mr. Scherr acquires the property, he will contract with Beck Construction, Inc. for
the construction of the required improvements. Once the improvements are completed,
Mr. Scherr will then transfer the property back to Dubuque Screw Products, Inc.
The Assignment Of Right To Purchase Property Under Development Agreement, which
is enclosed, has been reviewed and approved by Bill Noth and me.
I recommend that the Assignment be submitted to the C' Council for its consideration.
B rry A. Lindahl, Esq.
C ty Attorney
BAUls
Enclosure
cc: James E. Goodman, Jr.
Service
People
Integrity
Responsibility
Innovation
Teamwork
..
E. Marshall Thomas, 1907-1989
O'CONNOR
&
THOMAS.rc
Francis J. O'Connor, 1916-1990
ATTORNEYS AT LAW
(sf.".,ll
www.octh.oma.slaw.com
August 29, 2006
Mayor Roy D. Buol
City Hall
SO W. 13th Street
Dubuque, IA 5200i
City Council Members
City Hall
SO W. 13th Street
D~buqu~, IA 52001
RE: Dubuque Screw Products, Inc.
Dear Mayor and City Council Members:
Dubuque Screw Products, Inc. and the City of Dubuque have entered into a Development Agreenlent for
the purchase ofa lot and certain improvements and other requirements at Lot One (1) of Lot Five (S) of
Dubuque Industrial Center West Sth Addition in Dubuque. Dubuque Screw Products, Inc. purchased the lot
from the City on August IS, 2006.
Michael R. Scherr will be purchasing the lot from Dubuque Screw Products subject to the Development
Agreement. . Mr. Scherr is the President of Dubuque Screw Products, Inc. and will be acquiring the property
for business reasons. Dubuque Screw Products, Inc. and Mr. Scherr will be entering into an assignment of
the Development Agreement, subject to the City's approval. The assignment assigns to Mr. Scherr all of
Dubuque Screw Products, Inc. 's rights to purchase the property. Mr. Scherr will contract with Beck
Construction, Inc. for the construction of the required improvements. Mr. Scherr has provided to the City
the required evidence of the necessary financial commitment for construction of the improvements.
Enclosed is a proposed Assigrmtent for approval.
James E. Goodman, Jr. I ex'. 247 I jgoodman@octhomaslaw.com
Dubuque Building I 700 Locust Street, Suite ZOO P.O. Box 599 I Dubuque, Iowa 52.004..0599 I Phone 563.557.8400 I Fax 563.556.1867
joHN C. O.CoNNOR CHAD C. U1TCH. JAMES E. GoooMAN, JR. . KEmE L UEDll<Et ClousroPHsR C. FRY
BRENDAN T. Qu....NN R..OiARD K. WHErrY DAVIN C. CURTISS "'t PElER D. .ARuNG.~t EMILY E. RErNERS
A. JOHN ARENz tt Sm>HENC.KRUMPE"'t PAULj.SIOWAR1'Ht JOSHUAP.WElDEMANN THOMASS.CoWNS,OFCOUNSEL
A JI ____. 1;..........,';" J........, I . AJ<n lirr>nc",j in IUinni( I t Also licensed in WiJcoruin I * Also licensed in Minnesota
O'CONNOR & THOMAS, P.C.
Mayor Roy Buol
City Council Members
August 29, 2006
Page 2 .
If you have any questions, please let us know.
Sincerely,
O'CONNOR & THOMAS, P.C.
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..{ames E. Goodman, Jr.
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JEG/en
Enclosure
c: City Manager
City Clerk
E. Marshall Thomas, 1907-1989
Francis J. O'Connor, 1916-1990
ATTORNEYS AT LAW
&t.J840
wtVW,octhomaslaw,com
September 21, 2006
Mr. Barry Lindahl
City of Dubuque
Harbor View Place
300 Main Street, Suite 330
Dubuque, IA 52001
RE: Dubuque Screw Products, Inc.
Dear Barry:
En~losed please find the original Assignment of Right to Purchase Property Under Development Agreement
that has been executed by Michael R. Scherr individually and as President.
Please forward to us a fully executed copy.
If you have any questions, please do not hesitate to contact us. Thank you.
Sincerely,
O'CONNOR & THOMAS, P.C.
'7
/
,
I
lames E. Goodman, JI.
JEG/en
Enclosure
James E. Goodman, Jr.
ex'. 247
jgoo~man@octhomaslaw.cQm
Dubuque Building I 700 Locust Street, Suite ZOO
P.O. Box 599 I Dubuque, Iown 52004-0599 I Phone 563.557.8400 I Fax 563.556.1867
JOHN C. O'CONNOR CHAD C. UJTCH '" ]AMESE. GOODMAN, JR. '" PETER D. ARuNG*St EMILY E. REINERS
BRENDAN T. QUANN RICHARD K. WHITTY DAVIN C. CURTISS *t JOSHUA P. WEIDEMANN THOMAS S. COWNS, OF COUNSEL
A. JOHN ARENZ t:j; STIPHEN C. KRUMPE *t PAUL]. SIGWARTH t CHRISTOPHER C. FRY
AU attorneys licerueJ in Iowa I >I< Also 1icc.'T1Sed in IUinois I t Also licensed in Wiscomin I * Also licensed in Minnesota
1: Certified in Civil Trial Adwcacy by National Board of Trial Advocacy
. .
ASSIGNMENT OF RIGHT TO PURCHASE PROPERTY UNDER
DEVELOPMENT AGREEMENT
THIS AGREEMENT is entered into by and between MICHAEL R. SCHERR (hereinafter
called Assignee) and DUBUQUE SCREW PRODUCTS, INC. (hereinafter called Assignor).
WITNESSETH:
WHEREAS, Assignor, as Buyer, entered into that certain Development Agreement with
the City of Dubuque ("the City"), a copy of which is attached hereto as Exhibit A and is
incorporated herein by this reference (hereinafter called "Development Agreement"); and
WHEREAS, Assignor expressly reserved the right to assign its rights, but not its
obligations, in the Development Agreement for a like kind exchange and qualifying use within
the meaning of Section 1031 of the Internal Revenue Code on or before the Closing Date, subject
to the approval of the City of Dubuque; and
WHEREAS, Assignor and Assignee have executed an Agreement in which Assignee has
agreed to purchase the Property identified in the Development Agreement.
NOW, THEREFORE, the parties agree:
(1) Assignor hereby assigns to Assignee Assignor's rights to purchase the Property
described in the Development Agreement attached as Exhibit A.
(2) Assignee hereby assumes Assignor's rights to purchase the Property described in
the Development Agreement from the City as stated in the Development
Agreement, subject in all respects to the Development Agreement.
(3) Assignor hereby requests and directs the City of Dubuque to issue the Deed
described in the Development Agreement directly to Assignee, subject in all
respects to the Development Agreement.
(4) The City shall be considered a third-party beneficiary under this Agreement.
During the period in which title to the Property is held by the Assignee, the City's
right of reverter under Sections 5.3 and 5.4 of the Development Agreement shall
be enforceable by the City directly against the Assignee in the same manner and to
the same extend as such provisions would otherwise be enforceable against the
Assignor.
IN WITNESS WHEREOF, the parties have executed this agreement as their free and
voluntary act and deed.
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Dated this :?CAlA day of September, 2006.
DUBUQUE SCREW PRODUCTS, INC.,
ASSIGNOR
By:
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'Michael R. Scherr, President
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MICHAEL R. SCHERR, ASSIGNEE
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Michael R. Scherr
APPROY AL OF ASSIGNMENT BY
CITY OF DUBUQU , IOWA
By:
Jeanne Schneider, City Clerk
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