Walter Development Kendal Hunt Right to PurchaseTHE CITY OF
DUB E
~-~-~
MEMORANDUM
April 30, 2007
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: City of Dubuque/Walter Development/Kendall-Hunt Development
Agreement
The City of Dubuque entered into a Development Agreement with Walter Development
and Kendall-Hunt Development for the purchase of property in Dubuque Industrial
Center West Seventh Addition. To facilitate atax-deferred exchange, Walter
Development has requested that the City consent to an assignment to Dubuque Bank &
Trust Company of its right to purchase the property under the Development Agreement.
City Attorney Barry Lindahl recommends City Council consent to the assignment.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Michael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
BARRY A. LINDAHL, E
CITY ATTORNEY
MEMO
To: Michael C. Van Milligen
City Manager
DATE: April 20, 2007
RE: City of Dubuque/Walter Development/Kendall-Hunt Development
Agreement
The City of Dubuque entered into a Development Agreement with Walter Development
and Kendall-Hunt Development for the purchase of property in Dubuque Industrial
Center West Seventh Addition. Walter Development would like to acquire the property
as replacement property in atax-deferred exchange. To facilitate atax-deferred
exchange, Walter Development has requested that the City consent to an assignment of
its right to purchase the property under the Development Agreement to Dubuque Bank
& Trust Company, the qualified intermediary, which will allow the tax-deferred
exchange.
Our bond counsel, Bill Noth, and I have reviewed the attached assignment and find that
it is acceptable in form. I recommend that the assignment be submitted to the City
Council for consideration and consent to the assignment.
Attachment
cc: Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Dave Heiar, Economic Development Director
OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA
SUITE 330, HARBOR VIEW PLACE, 3OO MAIN STREET DUBUQUE, IA 52001-6944
TELEPHONE (563) 583-4113 / FAx (563) 583-1040 / EMAIL balesq@cityofdubuque.org
Return Document to: William J. Maiers, 222 Fischer Building, P.O. Box 239, Dubuque, IA 52004-0239
Preparer Information: William J. Maiers, 222 Fischer Building, P.O. Box 239, Dubuque, IA 52004-0239; Phone: (563) 556-8000
NOTICE OF PURCHASER'S INTENT TO EXECUTE
A SECTION 1031 TAX-DEFERRED EXCHANGE
AND ASSIGNMENT OF RIGHT TO PURCHASE PROPERTY
UNDER DEVELOPMENT AGREEMENT
This Notice and Assignment is made and entered into the day of
2007, by Walter Development, L.L.C. (Assignor) to Dubuque
Bank and Trust Company, as Qualified Intermediary (Assignee) and acknowledged and
consented to by the City of Dubuque, Iowa (City).
WHEREAS, Assignor as Taxpayer and Assignee as Qualified Intermediary
entered into one certain Exchange Agreement dated January 1, 2007 (hereinafter the
"Exchange Agreement"); and
WHEREAS, Assignor as Purchaser and City as Seller entered into one
certain Development Agreement dated April 2, 2007 (hereinafter the "Development
Agreement"); and
WHEREAS, the Development Agreement provided for the purchase by
Assignor from the City of the following described real estate, to-wit:
Lot 1 of Dubuque Industrial Center West 7th Addition (hereinafter the
"Property"); and
WHEREAS, it is the intention of the Assignor to acquire the Property as part
of atax-deferred exchange and the Exchange Agreement, as defined in Internal Revenue
Code Section 1031; and
WHEREAS, Assignorwishes to assign its right, title and interest to purchase
the Property in the Development Agreement to Assignee, as Qualified Intermediary, for the
purpose of facilitating said tax-deferred exchange in accordance with the Internal Revenue
Code and related regulations; and
WHEREAS, in making said assignment, the City shall bear no additional cost
or liability as a result of Assignor's intent to exchange this Property.
NOW, THEREFORE, Assignor, Assignee and City agree as follows:
1. Assignor does hereby assign over unto Assignee its right to purchase the
Property to facilitate atax-deferred exchange in accordance with the Internal Revenue
Code and related regulations.
2. Assignor, in conformance with Internal Revenue regulations, hereby requests
City to issue the Deed to the property directly to Assignor, subject in all respects to the
Development Agreement and Exchange Agreement.
3. This direct deeding and notice thereof to City is given in conformance with
the Internal Revenue Code and related regulations in order to save unnecessary transfer
costs.
PURCHASER/EXCHANGING TAXPAYER/
ASSIGNOR:
WALTER DEVELOPMENT, L.L.C.
_~
Ti by W. dge, Manager
QUALIFIED INTERMEDIARY/ASSIGNEE:
DUBU K AND T ST COMPANY
r'
By ~ ~/
Dustin A. Baker, Trust Officer
CONSENT TO ASSIGNMENT BY
SELLER/CITY:
CITY OF DUBUQUE, IOWA
By:
ATTESTED TO:
Jeanne F. Schneider, City Clerk
Roy D. Buol, Mayor
-2-
STATE OF IOWA )
ss:
COUNTY OF DUBUQUE )
On the ~ day of ~ , 2007, before me, a Notary Public
in and for the State of Iowa, personally Appeared Timothy W. Hodge, to me personally
known, who being by me duly sworn did say that that person is Manager of said limited
liability company, that no seal has been procured by the said limited liability company and
that said instrument was signed on behalf of the said limited liability company by authority
of its Managers and the said Timothy W. Hodge acknowledged the execution of said
instrument to be the voluntary act and deed of said limited liability company by it voluntarily
executed.
Notary Public, t o Iowa
o~"` `ter PATRICI.A M. MUNNS
Commis~i,~r `;giber 196041
STATE OF IOWA ) ~°w~ ~ !uy comm. Ecc ;,~R, 24, zoo?
ss.
DUBUQUE COUNTY )
On this 17th day of April , 2007, before me, the undersigned,
a Notary Public in and for the State of Iowa, personally appeared nustin A. Baker ,
to me personally known, who being by me duly sworn, did say that hem is the
trust officer of the corporation executing the within and foregoing
instrument, that (no seal has been procured by the)
#~e}corporation; that said instrument was signed (and sealed) on behalf of the corporation
by authority of its Board of Directors; and that nustin A. Baker as officer
acknowledged the execution of the foregoing instrument to be the voluntary act and deed
of the corporation, by it and by himxvoluntarily executed.
Notary Publi tate wa
o~"' ` ?ATR!C~a M MUNNS
,.
bey 196041
~° M~.r..~.-:~,...~.:. ''h. 24, 2007
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STATE OF IOWA )
ss.
DUBUQUE COUNTY )
On this day of , 2007, before me a Notary
Public in and for the State of Iowa, 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, Iowa, a Municipal Corporation,
created and existing under the laws of the State of Iowa, and that the seal affixed to the
foregoing 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
S:\WP\DONNA\Corporations\Walter Development, L.L.C\PleadIWALTER - DB&T-CITY-NOTICE OF PURCHASER'S INTENT TO EXERCISE.wpd
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LAW OFFICES OF
REYNOLDS & KENLINE, L.L.P.
WILLIAM J. MAIERS
CHADWYN D. COX*
MARK J. SULLIVAN
JOHN T. NEMMERS
TODD N. KLAPATAUSKAS**
KIM C. RODDICK**
NICHOLAS J. KLENSKE**
NATALIA H. BLASKOVICH
*ALSO LICENSED IN MINNESOTA
**ALSO LICENSED 1N ILLINOIS
April 18, 2007
Mayor Roy D. Buol and City Council
City of Dubuque
City Hall
50 W. 13th Street
Dubuque, IA 52001
909 MAIN STREET
SUITE 222 FISCHER BUILDING
P.O. BOX 239
DUBUQUE, IOWA 52004-0239
TELEPHONE: (563) 556-8000
FAX: (563) 556-8009
E-Mail: office@rkenline.com
RE: City of Dubuque/VValter Development/Kendall-Hunt Development Agreement
Dear Mayor Buol and Council Members:
Walter Development and the City of Dubuque entered into a Development
Agreement on April 2, 2007, for the purchase of Lot 1 of Dubuque Industrial Center,
West Seventh Addition. Walter Development wishes to acquire this property as
replacement property in atax-deferred exchange as defined in Internal Revenue Code
Section 1031 and related regulations. To facilitate this tax-deferred exchange, the
enclosed Notice and Assignment needs to be executed by all interested parties. This
document has been discussed with and approved by your corporate counsel.
Execution of the Notice and Assignment will allow transfer of the property from the City
of Dubuque directly to Walter Development without the need of passing title into the
name of the qualified intermediary (Dubuque Bank & Trust Company). On behalf of my
client, Walter Development, I respectfully request the execution of this document by the
City. If you should have any questions, please feel free to contact me.
Sincere) ,
William J. iers
WJM:pmm
Enclosure
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