Pine Box, Wash. Ct. LP Agree exchange properties
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MEMORANDUM
November 1, 2006
TO:
The Honorable Mayor and City Council Members
FROM:
Michael C. Van Milligen, City Manager
SUBJECT: Pine Box, LLLP & Washington Court LP Agreement for the Exchange of
Property for the Construction of Parking Facilities
City Engineer Gus Psihoyos recommends the City Council set a public hearing for
November 20, 2006 to consider approving an agreement among the City of Dubuque,
Pine Box, LLLP and Washington Court, LP, for the exchange of properties for the
construction of parking facilities abutting the Crescent Community Health Center. The
exchange allows for better continuity in parking facilities for both the Crescent
Community Health Center and Washington Court Apartments. The agreement also
grants a right of first refusal for the property underlying the City parking lot to Pine Box,
LLLP.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
j12v 1 ~'~jlt,---
MiChael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Gus Psihoyos, City Engineer
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MEMORANDUM
November 1, 2006
FROM:
Michael C. Van Milligen, City Ma~
Gus Psihoyos, City Engineer ~~
TO:
SUBJECT: Pine Box, LLLP & Washington Court LP Agreement for the Exchange
of Property for the Construction of Parking Facilities
INTRODUCTION
Enclosed is an agreement among the City of Dubuque, Pine Box, LLLP and
Washington Court, LP, for the exchange of properties for the construction of parking
facilities abutting the Crescent Community Health Center.
DISCUSSION
The City has worked with Pine Box, LLLP and Washington Court, LP, on the
agreement for the exchange of equal-sized areas with various easements reserved
for storm sewer, canopy maintenance, and future signage. The exchange was
necessary to provide parking for the Crescent Community Health Center (CCHC)
abutting the Center. The exchange allows for better continuity in parking facilities for
both the CCHC and Washington Court Apartments. The Agreement also grants a
right of first refusal for the property underlying the City parking lot to Pine Box, LLLP.
RECOMMENDATION
I recommend that the City Council approve the proposed agreement and adopt a
resolution of intent to dispose of City interest pursuant to the Agreement.
ACTION TO BE TAKEN
The City Council is requested to adopt the attached resolution of intent to dispose of
City interest in real property and to set a public hearing for November 20, 2006, for
the approval of the Agreement.
Prepared by Gus Psihoyos, City Engineer
cc: Barry Lindahl, City Attorney
Mary Rose Corrigan, Public Health Specialist
David Harris, Housing & Community Development Director
Tim Horsfield, Parking Division
RESOLUTION NO. 529-06
RESOLUTION OF INTENT TO DISPOSE OF CITY INTEREST IN THE
SOUTH Yz OF LOT 157, THE NORTH Yz OF LOT 157, THE SOUTH Yz
OF LOT 158, AND THE NORTH Yz OF LOT 158, ALL IN EAST
DUBUQUE ADDITION IN THE CITY OF DUBUQUE, DUBUQUE
COUNTY, IOWA AND IN THE CITY'S INTEREST IN LOTS 159, 160
AND 161 IN EAST DUBUQUE, AN ADDITION TO THE CITY OF
DUBUQUE, DUBUQUE COUNTY, IOWA, ACCORDING TO THE
RECORDED PLAT THEREOF
WHEREAS, the City of Dubuque (City) is the owner, or intends to acquire, the
following described property in Dubuque, Iowa:
The South % of Lot 157, the North % of Lot 157, the South % of Lot 158,
and the North % of Lot 158, all in East Dubuque Addition in the City of
Dubuque, Dubuque County, Iowa;
and
WHEREAS, Washington Court, L.P. (Washington Court) and Pine Box, LLLP
(Pine Box) are the owners of all of the condominium units in the Washington Court
Building Horizontal Property Regime as defined and established in a Declaration of
Submission to Horizontal Property Regime filed on February 16, 2006, as Instrument
No. 2006-2304 of the land records of Dubuque County, Iowa; and
WHEREAS, the following described property is a part, but not all, of the land in
the Washington Court Building Horizontal Property Regime, to wit:
Lots 159, 160 and 161 in East Dubuque, an addition to the city of
Dubuque, Dubuque County, Iowa, according to the recorded plat thereof;
and
WHEREAS, Lots 159, 160 and 161 were designated in the Declaration of
Submission to Horizontal Property Regime to become a parking lot, and under ~2.03 of
the Declaration of Submission to Horizontal Property Regime, said lots are currently
part of Unit B of the Washington Court Building Horizontal Property Regime, which unit
is owned by Washington Court, L.P.; and
WHEREAS, Pine Box intends to lease Unit A of the Horizontal Property Regime
to TriState Community Health (TriState) which will operate the Crescent Community
Health Center (the Center) from Unit A; and
WHEREAS, TriState needs additional parking for the Center and City believes
that the Center and the acquisition of additional parking for the Center would be a
benefit to the citizens of the City of Dubuque; and
WHEREAS, City, Washington Court and Pine Box have negotiated an
Agreement, a copy of which is now on file in the Office of the City Clerk, City Hall, 50
West 13th Street, Dubuque, Iowa, 52001-4864, pursuant to which City will convey the
south half and the westerly 5 feet of the north Yo of the vacated alley legally described
as Lot 159B, and the South Yo of Lot 157, the North Yo of Lot 157, the South Yo of Lot
158, and the North Yo of Lot 158, all in East Dubuque Addition in the city of Dubuque,
Dubuque County, Iowa (the City Property), to Washington Court, in exchange for
Washington Court and Pine Box conveying to City the North Yo of Lot 159 and Lots 160
and 161. City also agrees to grant to Pine Box a right of first refusal in the event that
City should determine that it wishes to dispose of the North Yo of Lot 159, and Lots 160
and 161; and
WHEREAS, the City Council of the City of Dubuque has determined that
approval of the Agreement is in the public interest.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. That the City of Dubuque intends to dispose of its interest in the south
half and the westerly 5 feet of the north Yo of the vacated alley legally described as Lot
159B, and the South Yo of Lot 157, the North Yo of Lot 157, the South Yo of Lot 158, and
the North Yo of Lot 158, all in East Dubuque Addition in the City of Dubuque, Dubuque
County, Iowa, and the North Yo of Lot 159, and Lots 160 and 161, as set forth in the
Agreement.
Section 2. That the conveyance of the south half and the westerly 5 feet of the
north Yo of the vacated alley legally described as Lot 159B, and the South Yo of Lot 157,
the North Yo of Lot 157, the South Yo of Lot 158, and the North Yo of Lot 158, all in East
Dubuque Addition in the City of Dubuque, Dubuque County, Iowa, to Washington Court
be contingent upon the exchange of the North Yo of Lot 159 and Lots 160 and 161, plus
platting, publication, and filing fees as outlined in an Agreement by and among the City
of Dubuque, Iowa, Washington Court, LP, and Pine Box LLLP.
Section 3. That the City Clerk be and is hereby authorized and directed to cause
a notice of intent to dispose of said real estate to be published in the manner as
prescribed by law.
Passed, approved and adopted this 6 t h day of November, 2006.
Roy D. Buol, Mayor
Attest:
Jeanne F. Schneider, CMC, City Clerk
AGREEMENT
BY AND AMONG
THE CITY OF DUBUQUE, IOWA,
WASHINGTON COURT, L.P.,
AND
PINE BOX, LLLP
This Agreement, dated for reference purposes the _ day of , 2006, is
made and entered into by and among the City of Dubuque, Iowa, Washington Court,
L.P., and Pine Box, LLLP.
WHEREAS, the City of Dubuque (City) is the owner, or intends to acquire, the
following described property in Dubuque, Iowa:
The South Y:z of Lot 157, the North Y:z of Lot 157, the South Y:z of Lot 158,
and the North Y:z of Lot 158, all in East Dubuque Addition in the City of
Dubuque, Dubuque County, Iowa;
and
WHEREAS, Washington Court, L.P. (Washington Court) and Pine Box, LLLP
(Pine Box) are the owners of all of the condominium units in the Washington Court
Building Horizontal Property Regime as defined and established in a Declaration of
Submission to Horizontal Property Regime filed on February 16, 2006, as Instrument
No. 2006-2304 of the land records of Dubuque County, Iowa; and
WHEREAS, the following described property is a part, but not all, of the land in
the Washington Court Building Horizontal Property Regime, to wit:
Lots 159, 160 and 161 in East Dubuque, an addition to the city of
Dubuque, Dubuque County, Iowa, according to the recorded plat thereof;
and
WHEREAS, Lots 159, 160 and 161 were designated in the Declaration of
Submission to Horizontal Property Regime to beconie a parking lot, and under 92.03 of
the Declaration of Submission to Horizontal Property Regime, said lots are currently
part of Unit B of the Washington Court Building Horizontal Property Regime, which unit
is owned by Washington Court, L.P.; and
WHEREAS, Pine Box intends to lease Unit A of the Horizontal Property Regime
to TriState Community Health (TriState) which will operate the Crescent Community
Health Center (the Center) from Unit A; and
WHEREAS, TriState needs additional parking for the Center and City believes
that the Center and the acquisition of additional parking for the Center would be a
benefit to the citizens of the City of Dubuque.
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NOW, THEREFORE, it is agreed by and among the parties as follows:
SECTION 1. ALLEY VACATION. City agrees to vacate, at City's cost, no later than
December 31, 2006, the alley shown on the Site Diagram, Exhibit A, attached hereto.
SECTION 2. CONSTRUCTION OF CITY PARKING LOT IMPROVEMENTS BY CITY.
City shall, at its sole expense, construct the City Parking Lot on the North Yz of Lot 159,
and Lots 160 and 161, according to plans approved by City and consistent with City
standards and specifications. Washington Court and Pine Box shall grant to City a
construction easement on the North Yz of Lot 159 and Lots 160 and 161 for the
construction of the City Parking Lot. Prior to construction, City shall submit the plans
and specifications to Washington Court and Pine Box for their review and comment.
Washington Court and Pine Box shall have until Nov. 9th, 2006 to approve or
disapprove of the plans and specifications. In the event that Washington Court or Pine
Box disapprove of the plans or specifications, they may terminate this Agreement as
provided in Section 4.2(4) hereof.
SECTION 3. EXCHANGE OF PROPERTY.
3.1 Property to be Exchanged. City shall convey the south half of the vacated alley
shown on Exhibit A, reserving public utility easements as shown on Exhibit A, and the
South Yz of Lot 157, the North Yz of Lot 157, the South Yz of Lot 158, and the North Yz of
Lot 158, all in East Dubuque Addition in the city of Dubuque, Dubuque County, Iowa
(the City Property), to Washington Court, in exchange for Washington Court and Pine
Box conveying to City the North Yz of Lot 159 and Lots 160 and 161. Prior to the
conveyance, City shall, at its expense, remove the houses currently located on Lots 157
and 158, and dispose of all refuse or materials, including but not limited to
environmentally hazardous materials, left or caused by the demolition or removal, and
shall restore the ground on those lots to a level surface.
3.2 Amendment to Horizontal Property Regime. Pine Box and Washington Court
shall amend the Declaration of Submission to Horizontal Property Regime to remove
the North Yz of Lot 159 and Lots 160 and 161 from the Horizontal Property Regime and
replace them with the City Property. The City Property shall be made a part of Unit B of
the Horizontal Property Regime as parking lots.
3.3 Title to Be Delivered By City. City agrees to convey good and marketable fee
simple title in the City Property Washington Court subject only to easements,
restrictions, conditions and covenants of record as of the date hereof to the extent not
objected to by Washington Court as set forth in this Agreement.
(1) City, at its sole cost and expense, shall deliver to Washington Court an
abstract of title to the City Property continued through the date of this Agreement
reflecting merchantable title in City in conformity with this Agreement and applicable
state law. The abstract shall be delivered together with full copies of any and all
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encumbrances and matters of record applicable to the City Property, and such abstract
shall become the property of Washington Court after closing.
(2) Washington Court shall have until time of the Closing Date to render
objections to title, including any easements or other encumbrances not satisfactory to
Washington Court in writing to City. Washington Court agrees, however, to review the
Abstract promptly following Washington Court's receipt of Washington Court's Abstract
and to promptly provide City with any objections to title identified therein. Nothing
herein shall be deemed to limit Washington Court's rights to raise new title objections
with respect to matters revealed in any subsequent title examinations and surveys and
which were not identified in the Abstract provided by the City. City shall promptly
exercise its best efforts to have such title objections removed or satisfied and shall
advise Washington Court of intended action within ten (10) days of such action. If City
shall fail to have such objections removed as of the Closing Date, or any extension
thereof consented to by Washington Court, Washington Court may, at its sole
discretion, either (a) terminate this Agreement without any liability on its part, or (b) take
title subject to such objections. City agrees to use its best reasonable efforts to
promptly satisfy any such objections.
(3) RiQhts of Inspection. Testina and Review. Washington Court, its counsel,
accountants, agents and other representatives, shall have full and continuing access to
the City Property, and all parts thereof, upon reasonable notice to City. Washington
Court and its agents and representatives shall also have the right to enter upon the City
Property at any time after the execution and delivery hereof for any purpose
whatsoever, including inspecting, surveying, engineering, test boring, performance of
environmental tests, provided that Washington Court shall hold City harmless and fully
indemnify City against any damage, claim, liability or cause of action arising from or
caused by the actions of Washington Court, its agents, or representatives upon the City
Property (except for any damage, claim, liability or cause of action arising from
conditions existing prior to any such entry upon the City Property), and shall have the
further right to make such inquiries of governmental agencies and utility companies, and
to make such feasibility studies and analyses as it considers appropriate.
(4) Environmental Testina By City. City shall pay for and provide to
Washington Court a Phase I Environmental Assessment of the City Property. The
Phase I Environmental Assessment shall comply with the requirements of ASTM
E 1527 -05 and shall authorize reliance by Washington Court and Pine Box. If the Phase
I Assessment reveals that a Phase II Assessment is recommended, City in its sole
discretion may elect to terminate this Agreement or pay for and provide to Washington
Court a Phase II Assessment. If Washington Court and Pine Box determine that any
remediation of the City Property is required, City may elect to remediate the City
Property to those standards as may be required by law pursuant to a schedule
acceptable to all parties or terminate this Agreement.
3.4 Title to Be Delivered by Washington Court and Pine Box. Washington Court
and Pine Box agree to convey good and marketable fee simple title in the North Y, of
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Lot 159, and Lots 160 and 161 to City subject only to easements, restrictions, conditions
and covenants of record as of the date hereof to the extent not objected to by City as
set forth in this Agreement.
(1) Washington Court and Pine Box, shall at their sole cost and expense,
shall deliver to City an abstract of title to the North Yz of Lot 159, and Lots 160 and 161
continued through the date of this Agreement reflecting merchantable title in
Washington Court as a part of Condominium Unit B, in conformity with this Agreement
and applicable state law. The abstract shall be delivered together with full copies of any
and all encumbrances and matters of record applicable to North Yz of Lot 159, and Lots
160 and 161 and such abstract shall become the property of City after closing.
(2) City shall have until time of the Closing Date to render objections to title,
including any easements or other encumbrances not satisfactory to City, in writing to
Washington Court and Pine Box. City agrees, however, to review the Abstract promptly
following City's receipt of the abstract and to promptly provide Washington Court and
Pine Box with any objections to title identified therein. Nothing herein shall be deemed
to limit City's rights to raise new title objections with respect to matters revealed in any
subsequent title examinations and surveys and which were not identified in the Abstract
provided by Washington Court and Pine Box. Washington Court and Pine Box shall
promptly exercise their best efforts to have such title objections removed or satisfied
and shall advise City of intended action within ten (10) days of such action. If
Washington Court or Pine Box shall fail to have such objections removed as of the
Closing Date, or any extension thereof consented to by City, City may, at its sole
discretion, either (a) terminate this Agreement without any liability on its part, or (b) take
title subject to such objections. Washington Court and Pine Box agree to use their best
reasonable efforts to promptly satisfy any such objections.
(3) Riqhts of Inspection, Testinq and Review. City, its counsel, accountants,
agents and other representatives, shall have full and continuing access to the North Yz
of Lot 159, and Lots 160 and 161 and all parts thereof, upon reasonable notice to
Washington Court and Pine Box. City and its agents and representatives shall also
have the right to enter upon the North Yz of Lot 159, and Lots 160 and 161 at any time
after the execution and delivery hereof for any purpose whatsoever, including
inspecting, surveying, engineering, test boring, performance of environmental tests,
provided that City shall hold Washington Court and Pine Box harmless and fully
indemnify Washington Court and Pine Box against any damage, claim, liability or cause
of action arising from or caused by the actions of City, its agents, or representatives
upon North Yz of Lot 159, and Lots 160 and 161 (except for any damage, claim, liability
or cause of action arising from conditions existing prior to any such entry upon North Yz
of Lot 159, and Lots 160 and 161), and shall have the further right to make such
inquiries of governmental agencies and utility companies, and to make such feasibility
studies and analyses as it considers appropriate.
(4) Environmental Testinq Bv Washinqton Court and Pine Box. Washington
Court and Pine Box shall pay for and provide to City a Phase I Environmental
4
Assessment of the North Y, of Lot 159, and Lots 160 and 161. The Phase I
Environmental Assessment shall comply with the requirements of ASTM E1527-05 and
shall authorize reliance by City. If the Phase I Assessment reveals that a Phase II
Assessment is recommended, Washington Court and Pine Box shall pay for and
provide to City a Phase II Assessment. If City in its sole discretion determines that any
remediation of the North Y, of Lot 159, and Lots 160 and 161 is required, Washington
Court and Pine Box may elect to remediate the North Y, of Lot 159, and Lots 160 and
161 to those standards as may be required by law pursuant to a schedule acceptable by
all parties or terminate this Agreement.
SECTION 4. CLOSING.
4.1 Closing Date. The closing shall take place on or before the 1st of June, 2007, or
such other date as the parties shall agree in writing (the Closing Date). Consummation
of the closing shall be deemed an agreement by all of the parties to this Agreement that
the conditions of closing shall have been satisfied or waived.
4.2 Conditions to Closing. The closing of the transactions contemplated by this
Agreement and all the obligations of Washington Court, Pine Box and City under this
Agreement are subject to fulfillment, on or before the Closing Date, of the following
conditions:
(1) Washington Court, Pine Box and City shall be in material compliance with
all the terms and provisions of this Agreement.
(2)
TriState.
Pine Box shall have provided City with an executed copy of a lease with
(3) Agreement of City, Washington Court and Pine Box on the terms of the
easements and licenses required by this Agreement.
(4) City, Washington Court and Pine Box shall have the right to terminate this
Agreement at any time prior to the consummation of the closing on the Closing Date if
City, Washington Court or Pine Box determine in their individual sole discretion that
conditions necessary for the successful completion of the transactions contemplated
herein have not been satisfied to the full satisfaction of such party in such party's sole
and unfettered discretion. Upon the giving of notice of termination by such terminating
party to the other parties to this Agreement, this Agreement shall be deemed null and
void. In the event that this Agreement is terminated after City has expended funds to
construct a parking lot on the property that will be conveyed to City, then Washington
Court will reimburse City but only as follows:
(a) If City has completed construction, the maximum reimbursement shall be
the amount Washington Court would have been required to expend to complete
the parking lot in accordance with the site plan approved by City on North Y, of
5
Lot 159, and Lots 160 and 161, minus any amounts expended by Washington
Court in improving Lots 157 and 158.
(b) If City has not completed construction, a firm bid from a reputable
contractor shall be obtained to determine the cost of completing the construction
of a parking lot to the specifications originally contemplated by Washington Court
for the parking it intended to create on those lots, or as near thereto as may be
reasonably possible, and the reimbursement shall be the difference between the
cost of the completion of the project and the amount Washington Court would
have been required to expend to complete the parking lot in accordance with the
site plan approved by City on North Y, of Lot 159, and Lots 160 and 161, minus
any amounts expended by Washington Court in improving Lots 157 and 158.
4.3 City's Obligations at Closing. At or prior to the Closing Date, City shall:
(1) Deliver to Washington Court, City's duly recordable Special Warranty
Deed to the City Property conveying to Washington Court marketable fee simple title to
the City Property and all rights appurtenant thereto, subject only to easements,
restrictions, conditions and covenants of record as of the date hereof and not objected
to by Washington Court.
(2) Deliver to Washington Court the Abstract of Title to the City Property.
(3) Deliver to Washington Court such other documents as may be required by
this Agreement, all in a form satisfactory to Washington Court.
4.4 Obligations of Washington Court and Pine Box at Closing. At or prior to the
Closing Date, Washington Court and Pine Box shall:
(1) Deliver to City a duly recordable Special Warranty Deed to the North Y, of
Lot 159 and Lots 160 and 161 conveying to City marketable fee simple title in and to
said lots and all rights appurtenant thereto, subject only to easements, restrictions,
conditions and covenants of record as of the date hereof and not objected to by City as
set forth in this Agreement.
(2) Deliver to City the Abstract of Title to North Y, of Lot 159 and Lots 160 and
161.
(3) Deliver to City such other documents as may be required by this
Agreement, all in a form satisfactory to City.
4.5 Real Estate Taxes. City and Washington Court for their respective properties
shall each pay all real estate taxes for all fiscal years that end prior to the Closing Date.
Real estate taxes for the fiscal year in which the Closing Date occurs shall be prorated
between City and Washington Court to the Closing Date on the basis of a 365-day
calendar year. City and Washington Court shall payor cause to be paid all real estate
6
taxes due in subsequent fiscal years. Any proration of real estate taxes on the
properties shall be based upon such taxes for the year currently payable.
SECTION 5. EASEMENT FOR GEOTHERMAL WELLS. Washington Court and Pine
Box may reserve in the instrument conveying the North 'h of Lot 159, and Lots 160 and
161 to City such easement as may be necessary, subject to City's approval, to maintain
and repair the geothermal wells located on North 'h of Lot 159, and Lots 160 and 161
which serve the Center.
SECTION 6. CANOPY EASEMENT. City agrees to grant to Washington Court and
Pine Box (which party is getting the canopy?) an easement for the construction, repair
and maintenance of a canopy as shown on Exhibit A.
SECTION 7. UTILITY RELOCATION COSTS. Washington Court and Pine Box shall
pay for the cost of any utility relocations that may be necessary under this Agreement.
SECTION 8. SIGNAGE. City agrees to grant to pil')e. Bqx (is this Pine;l3ox or
Washington Court?) an easement for a sign as shown on Exhibit A for the installation of
such utilities as may be necessary to install and operate the sign. Pine Box shall be
responsible for the costs of installing and operating the sign.
SECTION 9. USE OF CITY PARKING LOT. Washington Court and Pine Box
acknowledge that the City Parking Lot to be constructed on the North 'h of Lot 159 and
Lots 160 and 161 shall at all times be under the sole and exclusive control of City and
City shall have the right in its sole discretion to determine the use of the City Parking
Lot.
Until such time as Washington Court has been able to complete the parking lot
improvements which it will construct on Lots 157 and 158, but no later than July 1,
2007, City will provide ten designated and signed parking stalls on the North 'h of Lot
159 and Lots 160 and 161 (City Parking Lot) to meet the needs of Washington Court's
residential tenants.
SECTION 10. GENERAL TERMS AND PROVISIONS.
10.1 Notices and Demands. Whenever this Agreement requires or permits any
notice or written request by one party to another, it shall be deemed to have been
properly given if and when delivered in person or three (3) business days after having
been deposited in any U.S. Postal Service and sent by registered or certified mail,
postage prepaid, addressed as follows:
If to Washington Court: Community Housing Initiatives, Inc.
Attention: Doug LaBounty, President
14 W 21st Street, Suite 3
PO Box 473
Spencer, IA 51301-0473
7
If to Pine Box:
Gronen Restoration, Inc.
John Gronen
1766 Plymouth Court
Dubuque, Iowa 52003
If to City:
City Manager
50 W. 13th Street
Dubuque, Iowa 52001
Phone: (563) 589-4110
Fax: (563) 589-4149
With copy to:
City Attorney
City Hall
50 W. 13th Street
Dubuque IA 52001
Or at such other address with respect to either party as that party may, from time to time
designate in writing and forward to the other as provided in this Section.
10.2 Memorandum of Agreement. Washington Court shall promptly record a
Memorandum of Development Agreement in the form attached hereto in the office of
the Recorder of Dubuque County, Iowa, and shall pay the costs for so recording.
10.3 Value of Property to be Exchanged. The parties state that this is an arms
length transaction, and that the values of the parcels to be exchanged are equal.
SECTION 11. BINDING EFFECT. This Agreement shall be binding upon and shall
inure to the benefit of all of the parties and their respective successors and assigns.
SECTION 12. RIGHT OF FIRST REFUSAL. City hereby grants to Pine Box a right of
first refusal in the form attached hereto as Exhibit B in the event that the City should
determine that it wishes to dispose of the North % of Lot 159, and Lots 160 and 161,
and receives an offer for the purchase of said property which the City intends to accept.
By
Doug LaBounty
CITY OF DUBUQUE, IOWA
By:
WASHINGTON COURT, L.P.
Roy D. Buol, Mayor
PINE BOX, LLLP
By
John Gronen
Attest:
Jeanne F. Schneider, City Clerk
(City Seal)
8
Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
MEMORANDUM OF AGREEMENT
An Agreement by and among the City of Dubuque, Iowa, an Iowa municipal
corporation, of Dubuque, Iowa, Washington Court, LP, and Pine Box, LLLC, was made
regarding the following described premises:
The South Y:z of Lot 157, the North Y:z of Lot 157, the South Y:z of Lot 158,
and the North Y:z of Lot 158, all in East Dubuque Addition in the city of
Dubuque, Dubuque County, Iowa;
And
The North Y:z of Lot 159, and Lots 160 and 161 in East Dubuque, an addition to
the city of Dubuque, Dubuque County, Iowa, according to the recorded plat
thereof
The Agreement is dated for reference purposes the _ day of
20_, and contains covenants, conditions, and restrictions concerning said premises.
This Memorandum of Agreement is recorded for the purpose of constructive
notice. In the event of any conflict between the provisions of this Memorandum and the
Agreement itself, executed by the parties, the terms and provisions of the Agreement
shall prevail. A complete counterpart of the Agreement, together with any amendments
thereto, is in the possession of the City of Dubuque and may be examined at its offices
as above provided.
Dated this _ day of
,20_.
WASHINGTON COURT, L.P.
PINE BOX, LLLP,
By
By
Doug LaBounty
John Gronen
CITY OF DUBUQUE, IOWA
By:
Roy D. Buol, Mayor
9
By:
Jeanne F. Schneider, City Clerk
STATE OF IOWA
Ss:
DUBUQUE COUNTY
On this _day of , 20_, before me, a Notary Public in and for the State of
Iowa, in and for said county, personally appeared Roy D. Buol and Jeanne F.
Schneider, to me personally known, who being by me duly sworn did say that they are
the Mayor and City Clerk, respectively of the City of Dubuque, a Municipal Corporation,
created and existing under the laws of the State of Iowa, and that the seal affixed to
said instrument is the seal of said Municipal Corporation and that said instrument was
signed and sealed on behalf of said Municipal corporation by authority and resolution of
its City Council and said Mayor and City Clerk acknowledged said instrument to be the
free act and deed of said Municipal Corporation by it voluntarily executed.
Notary Public, State of Iowa
STATE OF
ss:
COUNTY
On this _ day of , 20_, before me, a Notary Public in and for the
State of , in and for said county, personally appeared
to ,me personally known, who being by me duly sworn did say that they are the
of Washington Court, L.P., and that said instrument was signed on behalf of said
company by authority of its members and that they acknowledged the execution
of this instrument to be the voluntary act and deed of said company by it
voluntarily executed.
Notary Public, State of Iowa
10
STATE OF
ss:
COUNTY
On this _ day of , 20_, before me, a Notary Public in and for the
State of , in and for said county, personally appeared
to me personally known, who being by me duly sworn did say that they are the
of Pine Box, LLLP and that said instrument was signed on behalf of said
company by authority of its members and that they acknowledged the execution
of this instrument to be the voluntary act and deed of said company by it
voluntarily executed.
Notary Public, State of Iowa
11
EXHIBIT A
SITE DIAGRAM
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EXHIBIT B
RIGHT OF FIRST REFUSAL
If City desires to sell, lease, condemn, develop, assign or otherwise transfer the North %
of Lot 159, and Lots 160 and 161 (the Property), Pine Box shall have an option and
right of first refusal to purchase or lease the Property as provided herein. If City has
received a bona fide offer to purchase or lease the Property from a third party which
City desires to accept, City shall deliver to Pine Box a copy of such offer specifying the
name and address of the perspective transferee, the portion of the Property to be
transferred, the proposed purchase price or lease payment and all other important
terms of the proposed transfer, and City shall offer to sell, transfer or lease the Property
to Pine Box on the terms contained in such bona fide offer. Pine Box shall, within sixty
(60) days after receipt of a copy of the bona fide offer, by written notice to City, elect
either to: (a) exercise its rights of first refusal to purchase or lease the Property
proposed to be transferred on the terms recited in the bona fide offer; or (b) waive its
right of first refusal to purchase or lease the Property proposed to be transferred. If
Pine Box exercises its right of first refusal, City shall transfer or lease, as the case may
be, the Property to Pine Box within ninety (90) days of the exercise by Pine Box of its
right of first refusal. If Pine Box waives its right of first refusal in the manner set forth
above, City shall have the right to consummate the transfer upon terms and conditions
substantially the same as and no less favorable to City then those contained in the bona
fide offer.
16