HomeMy WebLinkAbout03-10-2005 Airport CommissionIOWA CITY AIRPORT COMMISSION
MEETING AGENDA
AIRPORT TERMINAL BUILDING
1801 S. RIVERSIDE DRIVE
IOWA CITY, IOWA
THURSDAY, MARCH 10, 2005 - 5:45 P.M.
1. Determine Quorum
2. Select Officers
3. Approval of Minutes from February 10, 2005 meeting and February 16, 2005 meeting
4. Public Discussion - Items not on the agenda
5. Items for Discussion/Action:
A. Methodist Men's Club Fly In
B. Runway 07 Project - Earth Tech
C. Aviation Commerce Park
D. Strategic Plan - Implementation
E. Airport Budget
F. Airport Management
G. Obstruction Mitigation Project- Stanley Consultants
H. Airport Viewing Area
6. Chairperson's Report
7. Commission Members' Reports
8. Staff Report
9. Set next regular meeting for April 14, 2005 at 5:45 p.m.
10. Adjourn
MINUTES DRAFT
Iowa City Airport Commission
February 10,2005
Iowa City Airport Terminal
Members Present: Randy Hartwig, Chair; John Staley, Carl Williams, Dan Clay,
Michelle Robnett
Staff Present: Sue Dulek
Others Present: Dave Hughes, Earth Tech, Elizabeth Freiburger, Bill Flannery,
Jack Young, Jr., John Yeomans
Determine Quorum:
Chairperson Hartwig called the meeting to order at 5:48 PM.
Approval of Minutes from January 13, 2005, Meeting:
Chairperson Hartwig asked if anyone had any corrections or changes. He noted that there
was a misspelled name; it should be John Yeomans. Under Item 8, runway 7 project, he
noted the terms "surveyor" should be "Geo Tech engineers'; "MLA" should be "MOA"
for Memorandum of Agreement. In the second paragraph, Hartwig noted that what they
were trying to convey was: "The next phase of the project would be grading, Earth Tech
is not currently under contract for this phase (the contract is under review) although Earth
Tech's Master Engineering Agreement is in effect. He also noted that instead of "in lieu
of Tuesday's Council meeting" it should read February 15t Council meeting.Staley
moved to accept the minutes as amended; seconded by Robnett. Motion carried 5 to
0.
Public Discussion — Items not on the Agenda:
None.
Items for Discussion/Action:
A. Methodist Men's Club Fly In — John Yeomans and Jack Young, Jr. co-chairs for
the fly in event were present. Yeomans discussed the insurance requirements for
the event, and stated that this is being taken care of. Saturday, May 2l't is the
date of the fly in, which is also Armed Forces Day. They are planning to ask
local businesses to bring products in, such as motorcycles, boats, and trucks and
advertise during the event, as well as be listed as sponsors of the event with a cash
donation. They will plan on setting up the day before, and should be finishing up
by noon on Saturday. Questions were asked of Dulek regarding the insurance,
and she suggested they contact Erin Herting with the City of Iowa City on this.
Williams moved to allow the Methodist Men's Club Fly In on Saturday, May
21't; seconded by Robnett. Motion carried 5 to 0.
B. Runway 07 Project— Earth Tech— Dave Hughes reported that since the last
meeting, Geo Tech has made it out in the field, and they expect a report back
soon. They have also done some preliminary grading on the site so they can
proceed to the storm water modeling. He stated that he met with the City Public
Works, and also some engineers who do storm water modeling, as well as a
representative for the Mormon Trek Project, in order to tie all of the projects
together around the airport. The various procedures that will have to be followed,
such as permits with D.N.R. and F.E.M.A., were also discussed.
C. Aviation Commerce Park — Dulek stated that she passed out several items to the
members this evening, including the purchase agreement for an offer of about
$3.1 million from Wal-Mart for airport property; and a memo from Steve Atkins,
City Manager. She noted that on this Tuesday's Council meeting, there is an
agenda item to set the public hearing for this issue. An actual decision will not
take place until the March 1 Council meeting. Dulek then noted that the
Commission needs to decide if they want to recommend to the City Council to
accept the offer, or not. She noted that they should set a meeting for next week, if
possible, to review this issue. Hartwig will check with Commission members to
see what date works best for everyone.
D. Strategic Plan — Implementation — Hartwig noted that the presentation of the Iowa
City Municipal Airport Five -Year Strategic Plan was well received. Clay
reported that in general, there was a lot of positive reaction and feedback to the
Plan, and he felt it went very well. He thanked the various City departments for
their help in the process. The discussion then turned to the next focus of the
Commission, which will be deciding the management structure of the Airport. A
brief discussion ensued about this issue, with members questioning if they need to
do a search for a manager, or if they need to rewrite a job description for this
position. Hartwig asked Bill Flannery, of Snyder and Associates, if he wanted to
speak to this issue. Flannery stated that he managed the Des Moines Airport for
about twenty years. Flannery discussed the various issues that need to be
addressed in deciding what type of management the Commission would like to
see in the Airport. Members asked Flannery some general questions in order to
get an idea of where to start with this process. Robnett will continue working on
her list of duties that need to be decided upon by the Commission, and will get a
copy out to the members for their review. Hartwig then suggested that someone
from the Commission attend at least one City Council meeting per month, in order
to keep the communication going with the City and to keep the Council apprised
of the Commission's decisions. Robnett volunteered to attend a March meeting.
E. Airport Budget — Hartwig noted that the only thing he would add is that he did get
the year-end statement from the Farm Manager, and it's around $22,000 for their
cut. Clay asked if there was any more on next year's budget, as far as revisions
and approvals. Hartwig noted that there wasn't anything else but the $10,000
they requested. The discussion then turned to vehicle expense, and the van that
belongs to the Airport. A brief discussion ensued on whether or not they should
keep this van.
F. Airport Management — (1) Update: Clay stated that the two new interns started
February I't, Elizabeth Freiburger and Michael Tharp, and he introduced
Freiburger who was in attendance. Both are Airport Management majors at the
University of Dubuque. Tharp informed the Commission on the projects that she
has been involved in so far and so possible future projects. (2) Office Space for
Commission in Airport Terminal: Hartwig noted that a motion is needed to
amend the lease with JetAir, Inc., to exchange leased office space in the terminal
building for an office in Building D. The purpose of this amendment is allow the
airport manager office to be moved to the terminal building. Staley moved to
approve a resolution to amend the agreement with Jet Air to exchange office
space in Building D for office space in the terminal; seconded by Robnett.
Resolution passed 5 to 0 on a roll call vote.
G. Obstruction Mitigation Project — Stanley Consultants — Hartwig noted that he
could not speak to this issue, but he will contact them to get an update.
H. Airport Viewing Area — Hartwig noted that Flannery's firm is making the
drawings for the FAA, and noted that they need to get an exact estimate of cost.
Clay noted that there are a few things to be done first, such as an estimate for
fence, estimate for an architectural drawing of what the park will look like,
estimates for equipment and labor. Robnett noted that they also need a list of
contributors thus far, and Freiburger stated that she would work on this for the
next regular meeting.
Chairperson's Report:
Hartwig stated that two weekends ago there was a model airplane swap meet held at the
Airport, and it was reported to have gone very well. Hartwig then noted that March will
be the election of officers, and he offered his reflection of the past year.
Commission Members' Reports:
Staley thanked the other Commission members for their input and hard work, and stated
that he would like to keep Hartwig as Chairperson of the Airport Commission. Williams
noted that he has been working with the DOT on a "The Airport Security Plan" and that
he would like to get this on the agenda for the next meeting. Dulek noted they could add
this to the agenda for the Special Meeting. Clay again welcomed the new Airport interns,
and stated that he feels they are "on the right track" now and he looks forward to the
upcoming year. Robnett stated that she is honored to be on the Commission again, and
looks forward to working with everyone.
Staff Report:
None.
Set next meeting — March 10, 2005 at 5:45 PM ("Special Mtg. to be held.
Wednesday, February 16, 2005 — 5:45 PM at the Airport)
Adjourn: Meeting adjourned at 7:47 PM.
Randall D. Hartwig
Chairperson
Date
I
MINUTES
Iowa City Airport Commission
February 16,2005
Iowa City Airport Terminal
DRAFT
Members Present: Randy Hartwig, Chair; Carl Williams; Dan Clay (left at 6:33 PM);
Michelle Robnett; and John Staley (arrived at 6:25 PM)
Staff Present: Sue Dulek, Mitch Behr, Karin Franklin
Others Present: Rick Mascari, Harry Wolf
CALL TO ORDER:
Chairperson Hartwig called the meeting to order at 5:47 PM.
RECOMMENDATIONS TO COUNCIL:
Accept the purchase offer by Price Properties
SALE OF LAND:
Chairperson Hartwig asked Realtor Harry Wolf to start the discussion regarding the offer
that has been made on the 21+ acres of land being sold at the Airport. Price Properties is
the company handling the sale of the land for Wal-Mart. Wal-Mart is planning to build a
Super Wal-Mart on this property. Wolf stated that he feels that the process should go
smoothly, as they handled much of the detail up front. He stated that he would also like
to discuss the remaining land with the Commission, sometime in the near future.
Williams stated that he had emailed Dulek with the questions that he had regarding this
sale. He had asked if the sale of this property would cause a reconfiguration of the other
lots by size and value; also, is this land the most valuable of all, and if so, is a new
appraisal needed on the remaining property; and does the sale of this property and some
of the easements and right-of-ways infringe on their ability to sell or give access to any of
the other properties, hence giving them a limited value. He then shared Dulek's
response: yes, it would be re -subdivided so the lot size will be reconfigured; as to value,
she suggested they ask Wolf; and that Wolf would advise the Council and Commission
on this; and thirdly, she stated she was not sure she understood the question, but that it is
the City's sole decision to sell or not, not the Airport's. Wolf then discussed with the
members the various land uses, with members asking questions regarding types of
businesses that could use the areas available.
Franklin then addressed the members' questions regarding land use plans by the City.
She also discussed the rezoning of land, as well. She asked the members to give her
feedback on how they want the remaining land to be developed. Mascari then shared
what he knows about the FAA requirements regarding the sale of land. He stated that it
was his understanding that the money from the sale of land must remain on the airport.
He stated that if the Airport has a positive balance in their account, the FAA would not
give them the 95% grant money that they have been receiving. He suggested leasing the
remaining properties, and cautioned the Commission to go slowly and be aware of these
regulations. Members continued to ask Wolf and Franklin questions concerning Wal-
Mart building on this land, and if either of them knew of any reason the Commission
should not recommend this sale.
MOTION: Williams moved to recommend to the City Council to accept the offer by
Price Properties, the company acquiring the 21.67 acres of land for Wal-Mart;
seconded by Clay. Motion carried 5 to 0.
AIRPORT SECURITY PLAN:
Williams discussed the security plan that he worked on. He stated that the Cedar Rapids
fire and emergency crews could be coming to Iowa City for training in this area. Hartwig
asked for clarification on a few issues.
Moved by Hartwig, seconded by Robnett, to adopt Res. A05-06, approving the
Airport Security Plan. Affirmative roll call vote unanimous, 4/0, Clay absent.
AIRPORT MANAGEMENT:
Chairperson Hartwig noted that they needed to amend the agreement with Bill Flannery
and Schneider and Associates in order to continue this work.
Moved by Staley, seconded by Robnett, to adopt Res. A05-07, approving an
amendment to the consultant services agreement with Snyder & Associates, Inc. for
temporary management services. Affirmative roll call vote unanimous, 4/0, Clay
absent.
ADJOURNMENT:
Meeting adjourned at 6:40 PM.
Airport Commission
ATTENDANCE RECORD
YEAR 2005
(Meeting Date)
NAME
TERM
EXP.
1/13
2/10
2/16
Daniel Clay
3/1/08
O/E
X
X
Randy
Hartwig
3/l/09
X
X
X
Michelle
Robnett
3/l/07
X
X
X
John Staley
3/l/06
X
X
X
Carl
Williams
3/1/10
X
X
X
KEY: X = Present
O = Absent
O/E = Absent/Excused
NM = No meeting
-- = Not a Member
as mn /0wa Bid Y'dw Toy /hog & F/��/n1
Saturday & Sunday N May 21" & 22nd
Iowa City Municipal Airport 8 AM - 5 PM
Free Admission /Parking — Static Displays — Pancake Breakfast
Big Toys on Display
— Airplanes (New, Antique, Military)
— Cars, Trucks, SUV's, ATV's, Motorcycles
— Hummers, Motor Coaches, Tractors, and More!
Activities
— Pancake Breakfast Both Mornings!
— Afternoon Refreshments
— Airplane Rides
For More Information - Contact the Iowa City Airport at (319) 248-1200
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A h
March 2, 2005 C
Dear Mayor and Councilors for the City of Iowa City, O D U
I hereby submit to the City of Iowa City our General Aviation AIRPORT SECURITY
PLAN for the Iowa City Airport. The Iowa DOT, the FAA, Iowa DOT, and TSA
requested this plan. They have now seen the document. I have also met with other Airport
Commissioners on the matter. They have voted and approved the Airport Security Plan at
our last meeting on February 16s', 2005. The Active plan now allows for us to request
additional grant money from the State and Federal Government. Just as important, it will
lend itself to a safer environment for airport users and the citizens of Iowa City. It is not
the desire of anyone to restrict the use of the airport, but simply to make the use of it,
safer. Unfortunately after 9/11 it is more important to add safeguards for every ones
benefit. I hope you will read this document. If any member of the council wishes to talk
to me about it, I will certainly do that.
The use of this plan does not stop with the production of it. It is to become a useful
document. As agencies, such as the fire dept, and police are made aware of it, it will help
us conduct safety meetings at the airport. It will also be used to initiate training seminars
for crisis situations, so that all participants can be prepared.
Respectfully yours,
Carl Williams
Airport Commissioner
Enc.
Copy to:
City Manager-w/enc.
Police Chief-w/enc.
Fire Chief-w/enc.
City Clerk-w/enc.
A it�
February 23, 2005
Gilbert Street Used Vehicle Sales
1640 Highway 1 West
Iowa City, IA 52240
Dear Sir/Madam:
I represent the Iowa City Airport Commission. It is my understanding that cars from your
business are being parked on Airport property. I am writing to request that you cease the use of
Airport property immediately. If you have any questions about where the property line is or if
you would like to discuss this further, please do not hesitate to contact me.
Thank you for your cooperation in this matter.
Sincerely,
Susan Dulek
Assistant City Attorney
Copy to:
Airport Commission
410 EAST WASHINGTON STREET • IOWA CITY, IOWA 52240-1826 • (319) 356-5000 • FAX (319) 356-5009
I k A
.''TO
t City Council Meeting Schedule and
CITY O IOWA CITY Work Session Agendas March 1, 2005
www.icgov.org
TENTATIVE FUTURE MEETINGS AND AGENDAS
♦ FRIDAY, MARCH 4 Emma J. Harvat Hall
12:OOp Luncheon Meeting with Area Legislators
♦
MONDAY, MARCH 21
Emma J. Harvat Hall
6:30p
Special Council Work Session
♦
TUESDAY, MARCH 22
Emma J. Harvat Hall
7:OOp
Special Formal Council Meeting
♦
MONDAY, APRIL 4
Emma J. Harvat Hall
6:30p
Council Work Session
♦
TUESDAY, APRIL 5
Emma J. Harvat Hall
7:OOp
Regular Formal Council Meeting
♦
MONDAY, APRIL 18
Emma J. Harvat Hall
6:30p
Council Work Session'
♦
TUESDAY, APRIL 19
Emma J. Harvat Hall
7:OOp
Regular Formal Council Meeting
♦ WEDNESDAY, APRIL 27 Coralville City Hall
4:OOp Joint Meeting
♦ MONDAY, MAY 2 Emma J. Harvat Hall
6:30p Council Work Session
♦ TUESDAY, MAY 3 Emma J. Harvat Hall
7:OOP Regular Formal Council Meeting
♦ MONDAY, MAY 16 Emma J. Harvat Hall
6:30p Council Work Session
♦ TUESDAY, MAY 17 Emma J. Harvat Hall
7:OOp Regular Formal Council Meeting
♦ MONDAY, JUNE 6 Emma J. Harvat Hall
6:30p Council Work Session
♦ TUESDAY, JUNE 7 Emma J. Harvat Hall
7:OOp Regular Formal Council Meeting
Meeting dates4imes Zopics subject to change
FUTURE WORK SESSION ITEMS
"' Regulation of Downtown Dumpsters
EXPE: 03.02.05 18:15:15
Page: 1
Iowa City General Ledger System
Budget to Actuals Expenditures Summary
FY 2005 Expense Reporting
For the period 07.01.04 to 01.31.05
YTD Period
Account Appropriated Expenditures Expenditures Encumbrance Balance % Used
7600 Airport
560100 Airport Operations
PERSONNEL
411000
Perm. Full Time
94630.00
29309.52
29309.52
65320.48
30.97
413000
Temporary Employees
2315.00
2367.25
2367.25
-52.25
102.26
414100
Overtime Wages
840.00
914.27
914.27
-74.27
108.84
414300
Term. - Vacation Pay
4719.28
4719.28
-4719.28
414400
Term. - Sick Leave
166.06
166.06
-166.06
414500
Longevity Pay
1450.00
908.34
908.34
541.66
62.64
421100
Health Insurance
14653.00
3741.64
3741.64
10911.36
25.53
421200
Dental Insurance
210.06
210.06
-210.06
421300
Life Insurance
319.00
130.09
130.09
188.91
40.78
421400
Disability Insurance
664.00
208.51
208.51
455.49
31.40
421500
Unemployment Compensation
5580.00
5580.00
-5580.00
422100
Fica
7591.00
2944.68
2944.68
4646.32
38.79
423100
Ipers
5706.00
1794.64
1794.64
3911.36
31.45
424500
Monthly Cellular/PCS
325.00
187.50
187.50
137.50
57.69
Total PERSONNEL
128493.00
53181.84
53181.84
75311.16
41.39
SERVICES
431080
Recording Fees
115.00
7.00
7.00
108.00
6.09
431111
Engineering Services
2000.00
2000.00
432060
Consultant Services
10967.55
10967.55
-10967.55
432070
Management Services
3000.00
3000.00
-3000.00
433030
Long Distance Serv.
65.00
17.43
17.43
47.57
26.82
435051
Wireless Phone Serv.
100.00
100.00
435057
Couriers
43.00
43.00
435060
Legal Publications
375.00
375.00
436030
Transportation
600.00
450.00
450.00
150.00
75.00
436050
Registration
665.00
125.00
125.00
540.00
18.80
436060
Lodging
825.00
199.80
199.80
625.20
24.22
436080
Meals
250.00
250.00
437010
Comp. Liability Ins.
10919.00
7798.00
7798.00
3121.00
71.42
437020
Fire & Casualty Ins.
13356.00
13356.00
437030
Worker's Comp Ins.
215.00
215.00
EXPE: 03.02.05 18:15:16 Page: 2
Iowa City General Ledger System
Budget to Actuals Expenditures Summary
FY 2005 Expense Reporting
For the period 07.01.04 to 01.31.05
YTD
Period
Account
Appropriated
Expenditures
Expenditures Encumbrance
Balance
g Used
-------------------------------------------------------
7600 Airport (CONTINUED)
------------
------------
------------------------------------
------
560100 Airport
Operations (CONTINUED)
SERVICES
(CONTINUED)
437200
Loss Reserve Payment
5000.00
5000.00
438010
Stormwater Utility Charges
3551.76
3551.76
-3551.76
438030
Electricity
17874.00
8623.03
8623.03
9250.97
48.24
438050
Landfill Use
246.00
246.00
438070
Heating Fuel/Gas
5551.00
1382.92
1382.92
4168.08
24.91
438080
Sewer Utility Charge
860.00
1348.32
1348.32
-488.32
156.78
438090
Water Utility Charge
993.00
827.40
827.40
165.60
83.32
439030
Testing Services
1450.00
837.20
837.20
612.80
57.74
441010
Vehicle Repairs and Maintenance
1156.00
717.38
717.38
438.62
62.06
442010
Bldg. Rep. & Maint.
1448.00
276.00
276.00
1172.00
19.06
442020
Repair Of Structure
1467.00
195.00
195.00
1272.00
13.29
442030
Repair of Heating Equip
765.00
238.00
238.00
527.00
31.11
442040
Repair of Cooling Equip
544.00
544.00
442060
Repair of Electric/Plmbg
120.00
27.61
27.61
92.39
23.01
443050
Radio Equipment Rep.
26.00
94.08
94.08
-68.08
361.85
443080
Other Repair & Maint
11225.00
1907.17
1907.17
9317.83
16.99
445060
Laundry Service
634.00
501.12
501.12
132.88
79.04
445070
Equipment Service
1093.00
444.00
444.00
649.00
40.62
445090
Hauling
500.00
283.99
283.99
216.01
56.80
445140
Outside Printing
385.00
33.97
33.97
351.03
8.82
445190
Film Processing
11.00
11.00
445230
Technical Services
2668.00
1185.00
1185.00
1483.00
44.42
445240
Word Processing
50.00
50.00
446100
City Attorney Chgbck
3874.00
2235.15
2235.15
1638.85
57.70
446130
ITS-PC/Peripheral Support
535.00
875.00
875.00
-340.00
163.55
446160
ITS-Network/Internet Charge
360.00
180.00
180.00
180.00
50.00
446200
Photocopying Chgback
371.00
162.52
162.52
208.48
43.81
446300
Phone Equipment/Line Change
1080.00
638.04
638.04
441.96
59.08
446320
Mail Chargebacks
545.00
102.74
102.74
442.26
18.85
446330
UPS Chargebacks
20.00
20.00
446350
City Vehicle Repl.
9000.00
8426.53
8426.53
573.47
93.63
449060
Dues & Memberships
361.00
361.00
EXPE: 03.02.05 18:15:16
Iowa City General Ledger System
Budget to Actuals Expenditures Summary
FY 2005 Expense Reporting
For the period 07.01.04 to 01.31.05
YTD Period
Account Appropriated Expenditures Expenditures
-------------------------------------------------------------------------------------------
7600 Airport (CONTINUED)
560100 Airport Operations (CONTINUED)
SERVICES (CONTINUED)
449140 Tools & Equip. Rent.
449280 Miscellaneous Expense
Total SERVICES
SUPPLIES
452010 Office Supplies
452030 Minor Off Equip/Furn
454040 Books, Mag., Newspap
455100 Misc Peripherals
461040 Ag Chemicals
462030 Sanit. & Ind. Supp.
465020 Gasoline
465050 Other Fuels
465070 Other Lubricants
465080 Fluids Gases & Other
466020 Lumber/hardware
466030 Paint & Supplies
466040 Plumbing Supplies
466050 Electrical Supplies
466060 Bdlg. & Improv. Mat.
466070 Bldg. & Const. Supp.
467020 Minor Equip. Rep Mat
467100 Auto & Light Truck
4.68010 Surfacing Materials
468020 Concrete
468030 Asphalt
468050 Sand
469040 Traffic Ctrl. Improv
469190 Tools & Minor Equip.
469320 Misc Supplies
469370 Paper Supplies
Page: 3
Encumbrance Balance % Used
----------- ------------ ------
1504.00
1476.00
1476.00
28100
98.14
618.90
618.90
-618.90
101244.00
59753.61
59753.61
41490.39
59.02
139.00
106.00
106.00
33.00
76.26
25.00
25.00
196.00
196.00
29.00
29.00
480.00
480.00
437.00
141.90
141.90
295.10
32.47
24.75
24.75
-24.75
2000.00
1192.74
1192.74
807.26
59.64
43.00
31.99
31.99
11.01
74.40
11.00
11.00
325.00
158.18
158.18
166.82
48.67
56.00
56.00
33.19
33.19
-33.19
210.00
210.00
13.00
1050.00
1050.00
-1037.00
8076.9
110.00
110.00
86.00
20.00
20.00
66.00
23.26
71.00
71.00
99.00
99.00
169.00
169.00
76.00
1612.93
1612.93
-1536.93
2122.2
40.00
44.11
44.11
-4.11
110.28
1060.00
205.53
205.53
854.47
19.39
600.00
24.69
24.69
575.31
4.12
450.00
38.98
38.98
411.02
8.66
54.00
54.00
EXPE: 03.02.05 18:15:16
Page: 4
Iowa City General Ledger System
Budget to Actuals Expenditures Summary
FY 2005 Expense Reporting
For the period 07.01.04 to 01.31.05
YTD Period
Account Appropriated Expenditures Expenditures Encumbrance Balance g Used
------------------------------------------ ------
7600 Airport (CONTINUED)
560100 Airport Operations (CONTINUED)
SUPPLIES (CONTINUED)
Total SUPPLIES
CAPITAL OUTLAY
473010 Contracted Improv.
Total CAPITAL OUTLAY
OTHER FINANCIAL USES
490190 Interfund Transfers Out -
Total OTHER FINANCIAL USES
Total Airport Operations
Total Airport
*** GRAND TOTAL ***
------------------------
6779.00
------------
4684.99
------------
4684.99
------------
2094.01
------
69.11
7000.00
------------------------
7000.00
7000.00
------------
------------
------------
7000.00
------
Fu 85440.00
49840.00
49840.00
35600.00
58.33
85440.00
49840.00
49840.00
35600.00
58.33
328956.00
167460.44
167460.44
161495.56
50.91
328956.00
------------ ------------
167460.44
167460.44
161495.56
50.91
328956.00
------------
167460.44
------------
167460.44
------------
161495.56
------
50.91
REVS: 03.02.05 18:15:22
Account
-----------------------------------------------
7600 Airport
560100 Airport Operations
MISCELLANEOUS REV.
369100 Reimb Of Expenses
369200 Reimb Damages
Total MI
USE OF M
381100
382100
382200
384200
384900
SCELLANEOUS REV.
DNEY & PROP.
Int. On Investments
Land Rental
Building/Room Rental
Vending Machine Comm
Other Commissions
Total USE OF MONEY & PROP.
OTHER FINANCING SOURCES
393120 General Levy
Total OTHER FINANCING SOURCES
Total Airport Operations
Total Airport
*** GRAND TOTAL ***
V G✓� Page: 1
Iowa City General Ledger System
Budget to Actuals Revenues Summary
FY 2005 Revenue Reporting
For the period 07.01.04 to 01.31.05
Estimated YTD Period
Revenue Revenue Revenue Remainder g
---- ------------ ------------ ------
195.00
195.00
-195.00
------------ ------------
50.00
50.00
-50.00
------------
245.00
------------
245.00
-245.00
------
345.86
345.86
-345.86
45049.00
2971.80
2971.80
42077.20
6.60
172106.00
109334.86
109334.86
62771.14
63.53
32.40
32.40
-32.40
18000.00
13862.10
13862.10
4137.90
77.01
235155.00
126547.02
126547.02
108607.98
53.81
67000.00
65333.31
6533.3.31
1666.69
97.51
. 67000.00
65333.31
65333.31
1666.69
97.51
302155.00
192125.33
192125.33
110029.67
63.59
302155.00
192125.33
192125.33
110029.67
63.59
302155.00
192125.33
192125.33
110029.67
63.59
EXPE: 03.02.05 18:17:58
Account
------------
7600 Airport
Page: 1
Iowa City General Ledger System
Budget to Actuals Expenditures Summary
FY 2005 Expense Reporting
For the period 07.01.04 to 02.28.05
YTD Period
Appropriated Expenditures Expenditures Encumbrance Balance % Used
_------- ------------ ------------------------------------------------ ------
560100 Airport Operations
PERSONNEL
411000 Perm. Full Time
413000 Temporary Employees
414100 Overtime Wages
414300 Term. - Vacation Pay
414400 Term. - Sick Leave
414500 Longevity Pay
421100 Health Insurance
421200 Dental Insurance
421300 Life Insurance
421400 Disability Insurance
421500 Unemployment Compensation
422100 Fica
423100 Ipers
424500 Monthly Cellular/PCS
Total PERSONNEL
SERVICES
431080 Recording Fees
431111 Engineering Services
432020 Annual Audit
432060 Consultant Services
432070 Management Services
433030 Long Distance Serv.
435051 Wireless Phone Serv.
435057 Couriers
435060 Legal Publications
436030 Transportation
436050 Registration
436060 Lodging
436080 Meals
437010 Comp. Liability Ins.
437020 Fire & Casualty Ins.
94630.00
31944.72
31944.72
62685.28
33.76
2315.00
2534.25
2534.25
-219.25
109.47
840.00
1111.95
1111.95
-271.95
132.38
4719.28
4719.28
-4719.28
166.06
166.06
-166.06
1450.00
908.34
908.34
541.66
62.64
14653.00
4039.28
4039.28
10613.72
27.57
233.40
233.40
-233.40
319.00
130.09
130.09
188.91
40.78
664.00
228.49
228.49
435.51
34.41
5580.00
5580.00
-5580.00
7591.00
3176.08
3176.08
4414.92
41.84
5706.00
1958.97
1958.97
3747.03
34.33
325.00
212.50
212.50
112.50
65.38
128493.00
56943.41
56943.41
71549.59
44.32
115.00
7.00
7.00
108.00
6.09
2000.00
2000.00
137.85
137.85
-137.85
10967.55
10967.55
-10967.55
3000.00
3000.00
-3000.00
65.00
17.43
17.43
47.57
26.82
100.00
100.00
43.00
43.00
375.00
375.00
600.00
450.00
450.00
150.00
75.00
665.00
125.00
125.00
540.00
18.80
825.00
199.80
199.80
625.20
24.22
250.00
250.00
10919.00
7798.00
7798.00
3121.00
71.42
13356.00
13356.00
EXPE: 03.02.05 18:17:58 a Page.
Iowa City General Ledger System
Budget to Actuals Expenditures Summary
FY 2005 Expense Reporting
For the period 07.01.04 to 02.28.05
YTD Period
Account Appropriated Expenditures Expenditures Encumbrance Balance % Used
------------------------------------------------------- ----- ------------------------------------------------------ ------
7600 Airport (CONTINUED)
560100 Airport Operations (CONTINUED)
SERVICES (CONTINUED)
437030 Worker's Comp Ins. 215.00 215.00
437200 Loss Reserve Payment 5000.00 5000.00
438010 Stormwater Utility Charges 3551.76 3551.76-3551.76
438030 Electricity 17874.00 10069.80 10069.80 7804.20 56.34
438050 Landfill Use 246.00 246.00
438070 Heating Fuel/Gas 5551.00 2918.65 2918.65 2632.35 52.58
438080 Sewer Utility Charge 860.00 1348.32 1348.32-488.32 156.78
438090 Water Utility Charge 993.00 827.40 827.40 165.60 83.32
439030 Testing Services 1450.00 837.20 837.20 612.80 57.74
441010 Vehicle Repairs and Maintenance 1156.00 717.38 717.38 438.62 62.06
442010 Bldg. Rep. & Maint. 1448.00 276.00 276.00 1172.00 19.06
442020 Repair Of Structure 1467.00 195.00 195.00 1272.00 13.29
442030. Repair of Heating Equip 765.00 238.00 238.00 527.00 31.11
442040 Repair of Cooling Equip 544.00 544.00
442060 Repair of Electric/Plmbg 120.00 27.61 27.61 92.39 23.01
443050 Radio Equipment Rep. 26.00 94.08 94.08 -68.08 361.85
443080 Other Repair & Maint 11225.00 3301.58 3301.58 7923.42 29.41
445060 Laundry Service 634.00 501.12 501.12 132.88 79.04
445070 Equipment Service 1093.00 518.00 516.00 575.00 47.39
445090 Hauling 500.00 283.99 283.99 216.01 56.80
445140 Outside Printing 385.00 94.72 94.72 290.28 24.60
445190 Film Processing 11.00 11.00
445230 Technical Services 2668.00 1185.00 1185.00 1483.00 44.42
445240 Word Processing 50.00 50.00
446100 City Attorney Chgbck 3874.00 2235.15 2235.15 1638.85 57.70
446130 ITS-PC/Peripheral Support 535.00 875.00 875.00-340.00 163.55
446160 ITS-Network/Internet Charge 360.00 210.00 210.00 150.00 58.33
446200 Photocopying Chgback 371.00 162.52 162.52 208.48 43.81
446300 Phone Equipment/Line Change 1080.00 638.04 638.04 441.96 59.08
446320 Mail Chargebacks 545.00 102.74 102.74 442.26 18.85
446330 UPS Chargebacks 20.00 20.00
446350 City Vehicle Repl. 9000.00 8426.53 8426.53 573.47 93.63
EXPE: 03.02.05 18:17:58
Page: 3
Iowa City General Ledger System
Budget to Actuals Expenditures Summary
FY 2005 Expense Reporting
For the period 07.01.04 to 02.28.05
YTD Period
Account Appropriated Expenditures Expenditures Encumbrance Balance Used
------------ ------------ ------
7600 Airport (CONTINUED)
560100 Airport Operations (CONTINUED)
SERVICES (CONTINUED)
449060 Dues & Memberships 361.00 361.00
449140 Tools & Equip. Rent. 1504.00 1476.00 1476.00 28.00 98.14
449280 Miscellaneous Expense 618.90 618.90-618.90
Total SERVICES
SUPPLIES
452010 Office Supplies
452030 Minor Off Equip/Furn
454040 Books, Mag., Newspap
455100 Misc Peripherals
461040 Ag Chemicals
462030 Sanit. & Ind. Supp.
465020 Gasoline
465050 Other Fuels
465070 Other Lubricants
465080 Fluids Gases & Other
466020 Lumber/hardware
466030 Paint & Supplies
466040 Plumbing Supplies
466050 Electrical Supplies
466060 Bdlg. & Improv. Mat.
466070 Bldg. & Const. Supp.
467020 Minor Equip. Rep Mat
467100 Auto & Light Truck
468010 Surfacing Materials
468020 Concrete
468030 Asphalt
468050 Sand
469040 Traffic Ctrl. Improv
469190 Tools & Minor Equip.
469320 Misc Supplies
469370 Paper Supplies
101244.00
64433.12
64433.12
36810.88
63.64
139.00
106.00
106.00
33.00
76.26
25.00
25.00
196.00
196.00
29.00
29.00
480.00
480..00
437.00
141.90
141.90
295.10
32.47
24.75
24.75
-24.75
2000.00
1192.74
1192.74
801.26
59.64
43.00
31.99
31.99
11.01
74.40
11.00
11.00
325.00
158.18
158.18
166.82
48.67
56.00
56.00
33.19
33.19
-33.19
210.00
210.00
13.00
1050.00
1050.00
-1037.00
8076.9
110.00
110.00
86.00
20.00
20.00
66.00
23.26
71.00
71.00
99.00
99.00
169.00
169.00
76.00
1612.93
1612.93
-1536.93
2122.2
40.00
44.11
44.11
-4.11
110.28
1060.00
205.53
205.53
854.47
19.39
600.00
24.69
24.69
575.31
4.12
450.00
38.98
38.98
411.02
8.66
54.00
54.00
EXPE: 03.02.05 18:17:58
Page: 4
Iowa City General Ledger System
Budget to Actuals Expenditures Summary
FY 2005 Expense Reporting
For the period 07.01.04 to 02.28.05
YTD Period
Account Appropriated Expenditures Expenditures Encumbrance Balance °s Used
-------------------------------- ---
7600 Airport (CONTINUED) _
560100 Airport Operations (CONTINUED)
SUPPLIES (CONTINUED)
Total SUPPLIES
CAPITAL OUTLAY
473010 Contracted Improv.
Total CAPITAL OUTLAY
OTHER FINANCIAL USES
490190 Interfund Transfers Out -
Total OTHER FINANCIAL USES
Total Airport Operations
Total Airport
*** GRAND TOTAL ***
6779.00
4684.99
4684.99
2094.01
69.11
7000.00
7000.00
7000.00
7000.00
Fu 85440.00
56960.00
56960.00
28480.00
66.67
85440.00
56960.00
56960.00
28480.00
66.67
328956.00
183021.52
183021.52
145934.48
55.64
328956.00
183021.52
183021.52
145934.48
55.64
------------ ------------
328956.00
------------
183021.52
------------
183021.52
------------
145934.48
------
55.64
REVS: 03.02.05 18:18:04
Account
----------------------------------------
7600 Airport
560100 Airport Operations
MISCELLANEOUS REV.
369100 Reimb Of Expenses
369200 Reimb Damages
Total MISCELLANEOUS REV.
USE OF MONEY & PROP.
381100 Int. On Investments
382100 Land Rental
382200 Building/Room Rental
384200 Vending Machine Comm
384900 Other Commissions
Total USE OF MONEY & PROP.
OTHER FINANCING SOURCES
393120 General Levy
Total OTHER FINANCING SOURCES
Total Airport Operations
Total Airport
*** GRAND TOTAL ***
Page: 1
Iowa City General Ledger System
Budget to Actuals Revenues Summary
FY 2005 Revenue Reporting
For the period 07.01.04 to 02.28.05
Estimated YTD Period
Revenue Revenue Revenue Remainder s
195.00
195.00
-195-00
50.00
50.00
-50.00
------------ ------------
------------
245.00
------------
245.00
-245.00
------
345.86
345.86
-345.86
45049.00
3325.72
3325.72
41723.28
7.38
172106.00
122571.86
122571.56
49534.14
71.22
'
32.40
32.40
-32.40
18000.00
13862.10
13862.10
4137.90
77.01
235155.00
_ _ _
140137.94
___________
140137.94
__________
95017.06
______
59.59
67000.00
74666.64
74666.64
-7666.64
111.44
67000.00
74666.64
74666.64'
-7666.64
111.44
------------------------
302155.00
------------
215049.58
------------
215049.58
87105.42
------
71.17
302155.00
215049.58
215049.58
87105.42
71.17
------------ ------------
302155.00
------------
215049.58
------------
215049.58
87105.42
------
71.17
CITY OF IOWA CITY
MEMORANDUM
Date: March 2, 2005
To: Steve Atkins, City Manager
From: Mitchel T. Behr, Assistant City Attorney
Re: Sale of Airport Property to Wal-Mart
As per your request, the following is a list and timeline regarding items to be accomplished prior
to closing on the sale. The "effective date" of the purchase agreement is February 9, 2005, the
date you signed it. Most of the deadlines in the purchase agreement are calculated from that
date. Closing is to occur within 270 days after the effective date, on or before October 30, 2005.
• City Council Approval. City Council is to approve the purchase agreement by April 10,
2005. City Attorney's Office (CAO) will monitor and confirm this.
• Rezoning. City will apply to rezone the property as provided for by the purchase agreement
by April 10, 2005 and complete the rezoning by closing. Planning will initiate and process
the rezoning.
• Survey. Wal-Mart is to obtain a survey of the parcel by April 25, 2005. CAO will monitor
this and seek review of the survey by Public Works and Planning as necessary.
• Wal-Mart Approval. Wal-Mart real estate committee is to approve the purchase agreement
by May 10, 2005. CAO will monitor and confirm this.
• Ruppert Road ROW Vacation. Iowa City is to apply for vacation of the portion of Ruppert
Road lying within the parcel to be acquired within 30 days of the survey, and complete the
vacation prior to closing. Planning will initiate and process this application.
• Title Work. Wal-Mart may obtain a title insurance certificate within 45 days of the survey.
CAO will monitor this and take care of related title -work and documentation, to be completed
prior to closing.
• Soil Tests. Wal-Mart is to obtain soil tests of the parcel within 45 days of the survey.
CAO will monitor this, likely in consultation with Public Works.
• (Re)subdivision Proceedings. City is to apply for resubdivision within 60 days of the
survey, and complete it by closing. Planning will initiate and process the resubdivision
application. CAO will provide legal documents, including developer's agreement pursuant to
which Wal-Mart will construct improvements and make $100,000 contribution.
• Government Approvals. Wal-Mart is to "promptly and diligently pursue", and obtain prior
to closing, all necessary government approvals for their planned development, including but
not limited to the following:
Site Plan Approval. City approval of Wal-Mart site plan. HIS will process their site plan
application.
Sale of Airport Property to Wal-Mart
March 2, 2005
Page 2
• Special Exception. Board of Adjustment special exception if necessary for any of Wal-
Mart's proposed uses. Planning processes applications for special exceptions.
• FAA Approval of Development. Federal Aviation Administration (FAA) approval of the
Wal-Mart site plan by virtue of Form 7460-1, "Notice of Proposed Construction and
Alteration." City staff may need to work through consultant Bill Flannery with Wal-Mart in
this process.
• FAA Approval regarding Transitional Safety Zone. FAA approval of an agreement
between the City and Wal-Mart for Wal-Mart's use of portions of the "transitional safety
zone" for storm water detention and driveway access. Again, City staff, through
consultant Bill Flannery, may need to work with Wal-Mart through this process.
• FEMA Approval. Federal Emergency Management Association (FEMA) amendment of
the flood plain. Per the purchase agreement, City Staff (Public Works, presumably) is to
"cooperate reasonably" in obtaining this approval, at Wal-Marts cost.
• Building Permit. HIS will review and process Wal-Marts applications for building
permits.
• Feasibility Contingency. Wal-Mart is to determine if their planned development is feasible
by July 2, 2005 (or September 30, 2005 if the feasibility period contingency is extended by
deposit of an additional $25,000 with the escrow agent). This will likely entail an
environmental study by Wal-Mart. CAO will monitor this contingency.
• Amendment of Declaration of Restrictions and Covenants. An amendment to the
currently applicable restrictions and covenants, in the form attached to the purchase
agreement as Exhibit D, will have to executed and recorded at the time of closing. Based
on resubdivision, minor modifications may have to be made to the form set forth in Exhibit D.
CAO will work on this in consultation with Planning and other departments as necessary.
cc: Eleanor M. Dilkes
Karin Franklin
Rick Fosse
Doug Boothroy
rrilchlBMal-Martlproperrysale.eoc
Prepared by: Mitchel T. Behr, Asst. City Atty., 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030
RESOLUTION NO. 05-105
RESOLUTION APPROVING A PURCHASE AGREEMENT BETWEEN THE CITY
OF IOWA CITY AND PRICE PROPERTIES FOR APPROXIMATELY 21.76
ACRES OF PROPERTY LYING WITHIN LOTS 10 THROUGH 17 OF NORTH
AIRPORT DEVELOPMENT SUBDIVISION AND LOTS 2 THROUGH 4 OF
NORTH AIRPORT DEVELOPMENT SUBDIVISION - PART TWO, AND THE
DISPOSITION OF SAID PROPERTY IN ACCORDANCE THEREWITH.
WHEREAS, The North Airport Development Subdivision and North Airport Development Part Two
Subdivision include commercial lots which have been marketed for sale to the general public; and
WHEREAS, City has negotiated a purchase agreement with Price Properties, a land acquisition agent for
Wal-Mart, a copy of which agreement is attached hereto and requires City Council approval; and
WHEREAS, following public hearing on the City Council's intent to approve said purchase
agreement and to dispose of the property in accordance therewith, City Council finds that the
purchase agreement should be approved and that said property should be conveyed in
accordance with said purchase agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA
CITY, IOWA, THAT:
The City Council hereby approves in form and substance the attached purchase
agreement between the City of Iowa City and Price Properties for approximately 21.76
acres of property lying within Lots 10 through 17 of North Airport Development Subdivision
and Lots 2 through 4 of North Airport Development Subdivision Part Two, and the
disposition of said property in accordance therewith.
2. Upon the direction of the City Attorney, the Mayor and City Clerk are hereby authorized to
execute all documents necessary to dispose of said property in accordance with said
purchase agreement.
Passed and approved this 1st day of March
M
�7� Approved bAm��
ATTEST: /�'latic�J �S artizJ 2-tr�o
CITY -CLERK City Attorney's Office
t
Resolution No. 05-105
Page 2
It was moved by Elliott and seconded by 0' Donnel 1 the Resolution be
adopted, and upon roll call there were:
AYES: NAYS: ABSENT:
X Bailey
Champion
X Elliott
X Lehman
x O'Donnell
x_ Vanderhoef
X Wilburn
IOWA — Iowa City
Store # 1721
PURCHASE AGREEMENT
This Agreement is dated as of the 9th day of February 2005, between THE
CITY OF IOWA CITY, IOWA ("Seller"), and PRICE PROPERTIES ("Buyer %
WITNESSETH:
1. Sale and Purchase. Seller shall sell and Purchaser shall purchase, subject to the
terns and conditions herein, an approximately 21.76 acre tract of land (the `Property") more
particularly described or depicted in Exhibit A attached hereto and made a part hereof; located at
the intersection of Highway 6 and Ruppert Road, in or near the City of Iowa City, Johnson
County, Iowa.
2. Purchase Price. The purchase price for the Property shall be Three Million One
Hundred Thirty -One Thousand Seven Hundred Twenty -Four and 40/100 Dollar: ($3,131,724.40)
(the "Purchase Price"), payable as follows:
(a) Fifteen Thousand and No/100 Dollars ($15,000.00) shall be paid
contemporaneously with the execution by Buyer of this Agreement to LandAmerica Financial
Group, Inc., National Commercial Services, 7557 Rambler Road, Suite 1200, Dallas, Texas
75231; Attn: Ms. Stephanie Rleam, National Accounts Administrator (the `Escrow Agent"), to
be held in an interest bearing escrow account (the "Deposit"), with interest accruing to Buyer,
and to be delivered to Seller at the Closing (hereinbelow defined); or, at Buyer's option, such
Deposit may be allocated pursuant to a letter of credit existing in favor of the Escrow Agent; and
(b) The balance of Three Million One Hundred Sixteen Thousand Seven Hundred
Twenty -Four and 40/100 Dollars ($3,116,724.40) shall be paid on the date of the closing of this
sale (the "Closing") by certified check or Federal wire transfer.
3. Suvey. Within seventy-five (75) days after the Effective Date of this
Agreement, Buyer, at its expense, shall obtain a current survey of the Property prepared by a
Registered Surveyor (the "Survey"). The Survey, in form suitable to Buyer, Seller and Title
Company, shall (a) locate all present and future easements, rights -of -way, wetlands, 100-year
flood plain, building lines, utility lines, roadways and encroachments on or abutting the Property,
(b) contain an accurate metes and bounds description of the Property, and (c) contain the
certification of the surveyor as to the number of net square feet contained in the Property,
24531642.4 07-Fab.05 15:19 04339499
exclusive of any land lying within areas in, upon, over, under and across which no improvements
may be constructed by Buyer, its agents or successors.
4. Title Insurance. Within forty-five (45) days after receipt of the Survey described
in Section 3 above, Buyer may order a standard form ALTA Owner's Title Commitment Policy
(the "Commitment") covering the Property and issued by a National Title Insurance Company
acceptable to Buyer and licensed to do business in the state in which the Property is located
("Title Company" ), together with copies of all instruments, if any referred to in the Commitment
as exceptions to title. The title insurance policy issued to Buyer shall have ALTA
comprehensive endorsement, plus coverage for (i) access to physically open streets adjacent to
the Property, (ii) any covenants, conditions and restrictions affecting the Property have not been
violated nor will be violated by Buyer's intended use of the Property, (iii) contiguity of any
multiple parcels which comprise the Property with no gaps nor gores, (iv) that the standard
survey exception be omitted from the title policy and (v) Buyer's successors. Within thirty (30)
days of receipt of the latter of the Survey and the Commitment, which Commitment must include
copies of all documents constituting exceptions to title and Survey, Buyer shall give notice in
writing to Seller of any defects in or objections to the title or the Survey as so evidenced. If
Buyer does not either accept the conditions of the Commitment and Survey or object to the
conditions of the Commitment and Survey within said thirty (30) day period, then Seller may
give Buyer written notice of its failure to object to the conditions of the Commitment and
Survey, and if Buyer fails to give Seller written notice of any defects in or objections of Buyer to
the title or the Survey within ten (10) business days after such written notice from Seller, then
Buyer shall be deemed to have approved the matters described in the Commitment and the
Survey (except for Lien and Lease Exceptions as hereinbelow defined). Additionally, except for
(i) matters to which written notice of objection has been given by Buyer to Seller as hereinabove
provided, and (ii) Lien and Lease Exceptions as defined below, all exceptions disclosed by the
Commitment and the Survey shall be included in the terns "Permitted Exceptions" as used
herein. Seller shall, within forty-five (45) days after receipt of said notice, or such time as may
be extended by Buyer, exert its reasonable and diligent efforts to clear the title of the defects and
objections so specified. Failure to exert such effort to clear the title of defects and objections
within the forty-five (45) days, or such time as may be extended by Buyer, shall constitute a
24531642.4 07-F.M515:19 04339499
default on the part of the Seller and be subject, to the provisions of Paragraph 10 contained
herein.
5. Title and Deed. At the Closing, Seller shall convey to Buyer, by General
Warranty Deed in a form acceptable to Buyer, marketable title to the Property, free and clear of
any and all encumbrances except for Permitted Exceptions, as determined pursuant to the
provisions of Section 4 above. In no event shall mortgages, deeds of trust, monetary liens, or
leases be deemed Permitted Exceptions ("Lien and Lease Exceptions"). At the Closing, Buyer
also may obtain, at Buyer's expense, a standard from ALTA Owner's Title Insurance Policy (the
`Tolicy") issued by the Title Company, insuring marketable title to Buyer in the full amount of
the Purchase Price and containing no exceptions or. conditions other than the Permitted
Exceptions. If Buyer elects to obtain an extended form title insurance policy, Buyer shall be
responsible for the increase in premium between a standard form policy and an extended form
policy. Seller shall deliver to Buyer and Title Company copies of the deed and all other
documents required for closing at least ten (10) days prior to Closing.. Delay in Seller's delivery
of said instruments may at Buyer's option result in a delay of the Closing equivalent to the delay
in the delivery of the instruments.
6. Risk of Loss: Condemnation. Until the Closing, the risk of loss or damage to
the Property by fire or other casualty or its taking or damage by condemnation shall be on Seller.
If any loss or damage occurs prior to the Closing, then Buyer shall have the option of (i)
canceling and rescinding this Agreement and receiving a refund of all the Deposits, or (ii)
accepting the Property with abatement of the Purchase Price in the amount of the estimated cost .
of replacement or repair (as agreed upon by Seller and Buyer). If, prior to the Closing, all or any
part of the Property shall be condemned by governmental or other lawful authority, Buyer shall
have the option of (a) completing the purchase, in which event all condemnation proceeds or
claims thereof shall be assigned to Buyer, or (b) canceling this Agreement, in which event the
Deposit and any interest earned thereon shall be returned to Buyer and this Agreement shall be
terminated with neither party having any rights against the other.
7. Taxes and Assessments. Real estate taxes, if any, for the fiscal year in which the
Closing occurs shall be prorated to the date of Closing, Seller to have the last day, to and
including the date of Closing. Real estate taxes for all prior years shall be paid by Seller. If the
Closing shall occur before the tax rate is fixed for the then -current fiscal year, the apportionment
24531642.4 07-Feb-0515:19 04339499 3
of taxes shall be upon the basis of the tax rate for the preceding fiscal year applied to the latest
assessed valuation, with the proration to be adjusted between the parties based on actual taxes for
the fiscal year in which Closing occurs at the time such actual taxes are determined.
Assessments, either general or special, for improvements completed prior to the date of Closing,
whether matured or unmatured, shall be paid in full by Seller. All charges for water, sewer, rents
and solid waste removal and maintenance attributable to Seller's ownership, possession or use of
the Property, including those for which assessments arise after Closing, shall be paid by Seller.
All other assessments shall be paid by Buyer. The Escrow Agent shall cause to be completed the .
Real Property Tax Guidelines For Buyer Built Stores attached hereto as Exhibit B and shall
provide to Buyer at closing.
S. Transfer and Sales Taxes. The expense and cost of all Federal, state and local
documentary or revenue stamps, transfer, sales and similar taxes, if any, relating to the sale of the
Property and imposed on or calculated on the basis of the Purchase Price, shall be paid by Seller
on the date of Closing. Both parties agree to execute any tax returns required to be filed in
connection with any such taxes. Rollback taxes payable as a result of the sale of the Property (if
any) shall be paid by Seller. ,
9. Default by Buyer. If Buyer shall default in the performance of any of the terms
and conditions of this Agreement, or if the Closing shall not occur through the fault of Buyer,
Seller shall, as its sole remedy at law, in equity or otherwise, retain the Deposit as liquidated
damages, and this Agreement shall be canceled. If the Deposit is not promptly tendered to Seller
following written demand from Seller to Buyer and the Escrow Agent, Seller shall not be
,
obligated to file suit against the Escrow Agent to recover the Deposit and may, in the alternative
and at its election, fide suit against Buyer.in the.appropriate court in the State of Iowa to recover
an amount equal to the Deposit directly from Buyer.
10.. Default by Seller. If Seller fails or refuses to fully comply with the terms of this
Agreement, for any cause other than Buyer's default hereunder, Buyer shall, at its option and as
its sole remedy, either (a) rescind this Agreement and recover from Seller the Deposit, as well as
any and all reasonable expenses, not to exceed $50,000.00, paid or incurred by Buyer in
connection with this Agreement, or (b) proceed with this Agreement and take the Property as is,
or (c) pursue a suit for specific performance of Seller's obligations under this Agreement.
24531642.4 07-Fe"515:19 04339499 4
11. Right of Entrv. At any time prior to the Closing, and at Buyer's sole expense,
Buyer or its authorized agents shall have the right to enter upon the Property for any lawful
purpose, including without limitation making such surveys and site analysis, test borings and
engineering studies as Buyer may deem necessary. Except for any preexisting conditions on the
Property, Buyer shall indemnify and hold Seller harmless from and against any and all claims
and liens arising out of any act or failure to act of Buyer or its authorized agents as a result of
their respective activities on the Property. If Closing does not occur within the time period
provided for in this Agreement, and if requested to do so by Seller, Buyer shall restore the
Property to the condition in which it existed prior to Buyer's entry thereon.
12. Brokerage Fees. Seller shall be responsible for the payment of the brokerage fee
or commission (the "Commission', payable only it as and when the Closing actually occurs,
and not otherwise, to NAI Iowa Realty Commercial (Barry Wolf) ("Seller's Broker") and Jason
Price (`Buyer's Broker") (together, the "Brokers"), in an amount equal to seven percent (7%) of
the first $500,000.00 of the Purchase Price for the Property, plus six percent (6%) of the next
$500,000.00 of the Purchase Price for the Property, plus five percent (5%) of the next
$1,000,000.00 of the Purchase Price, plus three percent (3%) of that portion of the Purchase
Price in excess of $2,000,000.00 (thus, a Purchase Price of $3,131,724.40 would result in a
calculated Commission of $148,951.73); such Commission to be divided evenly between Seller's
Broker and Buyer's Broker. Both parties represent that no other broker is involved in this
Agreement and each party indemnifies the other against brokerage or commission claims arising
out of the indemnifying party's actions.
13. Utilities. Seller, at the time of Closing, warrants that water, gas, electrical,
sanitary sewer and storm sewer utility services are available to the property line of the Property.
14. Contingencies. The purchase contemplated by this Agreement between the
parties is subject to the following contingencies:
A- Feasibility Period. Buyer shall have a one hundred fifty (150) day period
from and after the date of this Agreement (the "Feasibility Period") to determine the feasibility
of Buyer's planned development of the Property. Buyer may, at its option, extend the Feasibility
Period for one (1) additional period of ninety (90)-days by depositing with the Title Company an
additional Twenty -Five Thousand and No/100 Dollars ($25,000.00) for such extension. At
Buyer's election, such additional amount may be allocated pursuant to an irrevocable letter of
24331642.4 07-Feb-05 15:19 04339499 5
credit existing in favor of Escrow Agent. Said deposit shall increase the amount of the Deposit
and be applied to the Purchase Price. In the event Buyer fails to timely make such additional
deposit, Buyer shall be deemed to be in default hereunder, and Seller shall be entitled to give
Buyer notice of same in accordance with Section 9 above. At any time prior to the end of the
Feasibility Period (as extended, if extended), the Buyer may, for any reason in its sole and
absolute discretion, cancel this Agreement and receive a refund of the Deposit; provided,
however, that if such cancellation by Buyer occurs after the end of the original 150-day
Feasibility Period, then the entirety of the Deposit (the original $15,000.00 Deposit and the
additional $25,000.00 Deposit for extension of the Feasibility Period) shall be non-refundable to
Buyer and shall be paid to Seller.
B. Zgning. This Agreement is expressly conditioned on rezoning of the Property
to Community Commercial (CC-2), pursuant to Iowa City Code Section 14-6E-5, for business
retail usage. Seller shall, at its expense and within sixty (60) days after the Effective Date
hereof, file an application to have the Property rezoned to Community Commercial (CC-2),
pursuant to Iowa City Code Section 14-6E-5, for business retail usage. Seller and Buyer shall
pursue the zoning application and processing to completion and shall execute all necessary and
appropriate instruments. It is acknowledged and agreed, however, that the final reading and the
effective date of the ordinance to rezone the Property may be delayed until a date on or before
Closing, after all other contingencies contained herein have been waived or satisfied.
Application shall be made in the name of either Seller or Buyer or other parties as may be
required or appropriate under the governing zoning ordinances.
If the rezoning described above is not obtained on. or before the Closing, this
Agreement shall, at Buyer's option, terminate and be of no further force or effect, and the
Deposit and any interest earned thereon shall be returned to Buyer, or Buyer shall waive this
contingency and proceed with the Closing. Once the rezoning described above is completed,
Seller agrees to provide a letter from the appropriate zoning entity stating such zoning and this
contingency shall have been satisfied.
C. Soils Tests. This Agreement is expressly conditioned upon soils test results,
which, in the sole judgment of Buyer, evidences that the property is suitable for Buyer's intended
use. Buyer shall obtain soils test borings to be taken on the property within thirty (30) days of
receipt of the Survey, provided for in Section 3 hereof. If Buyer determines sails are unsuitable
24531642A 07-Feb-05 15:19 04339499 6
for its use, then this Agreement shag at Buyer's option, terminate and be of no further force or
effect. Should Buyer elect to terminate this Agreement, the Deposit and any interest earned
thereon shall be returned to Buyer, or Buyer shall waive this contingency and proceed with the
Closing.
D. Real Estate Committee Approval. This Agreement and purchase is wholly
contingent upon Buyer being able to obtain approval, from the Real Estate Committee for Wal-
Mart Real Estate Business Trust, of the placement of a store on the Property. It is understood
that Buyer shall notify Seller within ninety (90) days after the Effective Date of this Agreement
of the decision of the Committee. If the decision is "yes" this Agreement shall continue in full
force and effect. If the decision is "no" the Deposit and any interest earned thereon shall be
returned to Buyer and this Agreement shall terminate and neither party.shall have any further
obligations under the terms thereof.
E. Governmental Approvals. This Agreement is expressly conditioned upon
Buyer receiving from all appropriate and applicable private and/or governmental agencies and
entities including but not limited to city and/or county planning authorities, Department of
Environmental Regulations, Department of Transportation and Water Management District, any
written approvals, permits, and licenses as may be required for the construction of its facilities
upon the Property, including without limitation, site plan approval by the City of Iowa City (the
attachment and use of a preliminary site plan as Exhibit to this Agreement is not intended to be
and does not constitute site plan review or approval by the City of Iowa City), a special
exception approved by the Iowa City Board of Adjustment, if necessary, for Buyer's proposed
use of the Property, and submission and approval of a Federal Aviation Administration (the
"FAA") Form 7460-1 "Notice of Proposed Construction and Alteration," including (without
limitation) approval by the FAA of the use of that portion of the "Transitional Safety Zone" (as
shown on Exhibit A attached hereto) abutting the southeast boundary of the. Property for the
purposes described in Section 14I. below, but excluding any occupancy permits from the City of
Iowa City. Buyer agrees to diligently pursue the acquisition of said approvals, permits and
licenses promptly after the Effective Date of this Agreement; however, it is expressly understood
that Buyer shall not be obligated to close until all necessary approvals, permits and licenses are
obtained. If Buyer determines it is unable to obtain the necessary permits and approvals for its
use, then this Agreement shall, at Buyer's option, terminate and be of no further force or effect,
24531642.4 07.116-05 15:19 04339499 7
and the Deposit and any interest earned, thereon shall be returned to Buyer, or Buyer shall waive
this contingency and proceed with the Closing.
F. Vacation of Ruppert Road Ri oSWayLL tili�y Easement . This Agreement
is expressly conditioned upon (i) vacation of the portion of the existing Ruppert Road right-of-
way contained within the Property, (ii) Buyer granting to Seller any and all necessary utility
easements within the relocated Ruppert Road right-of-way for the utilities located with the
existing Ruppert Road right-of-way to be. vacated, without compensation, and (iii) Buyer paying
the cost of relocation of any such utilities from the existing Ruppert Road right-of-way to the
relocated Ruppoert Road right-bf-way. Seller shall, at its expense and within thirty (30) days
after receipt of the Survey provided for is Section 3 hereo& file an application to have said right-
of-way vacated. Seller and Buyer shall pursue the vacation application and processing to
completion and shall execute all necessary and appropriate instruments. Application shall be
made in the name of either. Seller or Buyer or other parties as may be required or appropriate. If
the above vacation and grant of utility easements are not obtained on or before the Closing, this
Agreement shall, at Buyer's option, terminate and be of no further force or effect, and the
Deposit and any interest earned thereon shall be returned to Buyer, or Buyer shall waive this
contingency and proceed with the Closing.
G. Subdivision Proceedings. This Agreement is expressly conditioned upon
approval of all resubdivision proceedings required for conveyance of the Property as described
on Exhibit A hereto. Seller shall, at its expense, and within sixty (60) days after receipt of the
Survey provided for in Section 3 hereof file any necessary application(s) for necessary
resubdivision proceedings. In connection with and prior to approval of said resubdivision
proceedings,. which shall include the re -platting and relocation of Ruppert Road to the location
along the north line of the Property as depicted on Exhibit A hereto, with final intersection'
configuration and design to be determined, Buyer shall enter into a 'Development Agreemem"
with Seller, pursuant to which Buyer shall agree to: (i) reconstruct and relocate Ruppert Road as
generally depicted on Exhibit A hereto, at Buyer's cost, in compliance with City standards and
specifications; (ii) construct a left turn lane for north bound traffic on Ruppert Road turning west
on to Iowa Mghway 1, at Buyer's cost, with final intersection configuration and design to be '
.determined, in compliance with City standards and specifications; and (iii) pay Seller. the sum of
$100,000.00, as Buyer's total contribution towards .the cost of all other'off-site public .
24531642.4 07•FeM5 15:19 04339499 8
improvements necessary as a result of Buyer's proposed use and development of the Property;
and pursuant to which the Seller shall agree to cooperate reasonably with Buyer, upon written
request but at Buyer's cost, in having the flood plain boundary on the Property modified and
relocated through the letter of map amendment (' LOMV) process with the Federal Emergency
Management Agency ("FEMA"). If the above resubdivision proceedings are not obtained on or
before the Closing; or if the above -described Development.Agreement is not agreed upon before
Closing, then in either event this Agreement shall, at Buyer's option, terminate and. be of no
further force or effect, and the Deposit and any interest earned thereon shall be returned to
Buyer, or Buyer shall waive this contingency and proceed with the Closing.
H. Iowa Cb Council Approval. This Agreement is also contingent upon formal
approval by the City Council for Iowa City, pursuant to Section 364.7 of the Code of Iowa.
Seller shall .obtain said approval within sixty (60) days after the Effective Date of this
Agreement. If said approval is not obtained within said sixty (60) day period, this Agreement
shall terminate and be of no further force or effect, and the Deposit and any interest earned
thereon shall be returned to Buyer.
I. Use of Transitional Safety Zone. This Agreement is expressly conditioned
upon (r) Seller and Buyer entering into, at Closing, a mutually acceptable form of appurtenant,
perpetual easement agreement, lease or other recordable document evidencing the right of Buyer,
as the owner of the Property, to use that portion of the "Transitional Safety Zone" (as depicted on
Exhibit A attached hereto) abutting the southeast boundary of the Property for access driveway
purposes (as to the thirty (30) foot wide portion thereof depicted on Exhibit A hereto), and for
the construction, maintenance and use of a "dry detention" storm water detention facility
thereon, and (H) the approval of the terms and provisions of said use agreement by the FAA
and/or any other governmental entities or agencies having control over the use of the Transitional
Safety Zone. If said use agreement is not agreed upon and approved by Closing, then this
Agreement shall; at Buyer's option, terminate and be of no firrther force or effect, and the
Deposit and any. interest earned thereon shall be returned to Buyer, or Buyer shall waive this
contingency and proceed with Closing.
15. Notices. All notices and other communications required or permitted to be given
hereunder shall be in writing and shall be mailed by certified or registered mail, postage prepaid,
or by a nationally recognized overnight carrier, addressed as follows:
24531642A 07•Feb-0515:19 04339499 9 '
If to Seller: Kto Baer
The City of Iowa City, Iowa Price Properties
Attn: City Manager 2302 Summit Place
410 East Washington Street Birmingham, AL 35243
Iowa City, Iowa 52246 . Attention Jason Price
With .4 RM to:
Wal-Mart Real Estate Business Tnrst
2001 S.E. I& Street
Bentonville, AR 72716-0550
Attention: Richard R Martin, Corporate Counsel .
with copy: Karyn Whorton, Real Estate Mgr.
Notice shall be deemed to have been given upon evidence of receipt or refusal.
16. Closing. (a) The Closing shall take place at a place and time mutually agreed
upon by the parties, within ten (10) days following the date upon which all conditions and
contingencies set forth in Sections 3, 4, 14A, 14B, 14C, 14D, 14E, 14F, 14G, 14H and 14I
contained herein are satisfied. It is mutually agreed by the parties that the closing date will be no
later than two hundred seventy (270) days after the date of this Agreement, unless mutually
agreed to in writing by the Seller and Buyer.
(b) At the Closing, Seller and Buyer also shall execute and deliver for filing
pursuant to applicable provisions of Chapter 614 of the Iowa Code a "claim" to extend the term
of the Declaration described in Exhibit D to this Agreement for a period of twenty-one (21) years
from and after the date of Closing and the filing of such claim. The form of such claim shall be
prepared by counsel to Buyer and shall be subject to the review and approval of counsel to
Seller.
17. Closing Costs. Not withstanding anything to the contrary contained herein, the
Closing costs shall be paid as follows:
By Seller:
(a) Expenses of placing title in proper condition;
(b) Preparation of General Warranty Deed;
(c) Revenue stamps or transfer tax;
(d) Recording fees; and
(e) Brokerage Fee.
By Buy
(a) Preparation of Mortgage, Deed of Trust or other applicable financing
instruments;
(b) The cost of Buyer's title insurance policy obtained pursuant to Paragraph
4 of this Agreement;
(c) The escrow fee, if'any, payable to Escrow Agent; and
(d) All costs and fees related to any letter of credit.used by Buyer for the
Deposit or any portion thereof.
245316414 07-Feb0515:19 04339499 . 10
18. Time of Essence: Acceptance. Time is expressly declared to be of the essence of
this Agreement. Seller shall have ten ,(10) business days from the date of receipt of this
Agreement to accept and agree to the terms and conditions herein.
19. Entire Agreement. This Agreement contains the entire agreement between
Seller and Buyer, and there are no other terms, conditions, promises, undertakings, statements or
representations, expressed or implied, concerning the sale contemplated by this Agreement.
20. Headings. The headings to the Sections hereof have been inserted for
convenience of reference only and shall in no way modify or restrict any provisions hereof or be
used to construe any such provisions.
21. Modifications. The terms of this Agreement may not be amended, waived or
terminated orally, but only by an instrument in writing signed by both Seller and Buyer.
22. Successors. This Agreement shall inure to the benefit of and bind the parties
hereto and their respective successors and assigns.
23. Non Foreign Affidavit. Seller agrees to execute, at the Closing, the Transferor
Form attached hereto as Exhibit C and made a part hereog in compliance with Section 1445 of
the Internal Revenue Code. It is understood that if there are multiple Sellers, each Seller shall
execute a Transferor Form at the Closing.
24. Effective Date. The Effective Date of this Agreement shall be the last date on
which all parties hereto have executed this Agreement.
25. Additional Representations by Seller. (a) Seller hereby represents to Buyer
that, to the best of Seller's knowledge and belief the Property is not contaminated with, nor
threatened with contamination from outside sources by, any solid, gaseous or liquid chemical,
material or substance to which exposure is prohibited, limited or regulated by any federal, state,
county, local or regional authority or which is (mown to pose a hazard to health and safety
(collectively, "Hazardous Substances"), and that the Property has never been used for a landfill,
dump site, storage of hazardous Substances, or by a manufacturer of any product or for any
other industrial use. This representation shall survive the Closing for a period of one (1) year. In
the event, but only in the event, it is determined (either before or after the Closing) that Seller has
breached the representation set forth in this Paragraph 25(a), then Seller agrees, at its sole cost
and expense, to perform such acts as may. be necessary to cause the Property to be.in compliance
with all federal, state and local environmental laws, rules and regulations. In the event that
24531642.4 07.Fcb 05 15:19 04339499 11
Seller fails to perform such acts, then Buyer may undertake such actions as may be necessary to
fulfill Seller's obligations hereunder and recover from Seller the'expenses incurred by Buyer in.
so fulfilling Seller's duties hereunder. Further, if Buyer determines that Hazardous Substances
are present in, on or under the Property, but Seller had no knowledge of such Hazardous
Substances, and thus Seller did not breach the representation set forth in this Paragraph 25(a),
then the Seller shall not be obligated (either before or after Closing) to pay any of the costs and
expenses of remediating such Hazardous Substances, but in the event such Hazardous
Substances are discovered before Closing and Seller is unwilling to commit in writing to pay the
costs and expenses of such remediation, then Buyer shall have the right and option to terminate
this Agreement, in which event the Deposit and any interest earned thereon shall be returned to
Buyer and this Agreement shall be of no further force or effect.
(b) The following shall constitute an"Environmental Condition": the Property, or any
part thereof is designated or defined as, or may be subject .to designation or definition as,
wetland, woodland, wild life sanctuary, critical or other habitat for any threatened or endangered
species of plant or animal, a site or location of archeological or historical interest or of artifacts
or antiquities or another area protected by or subject to environmental regulation, under any
federal, state or local law, regulation or ordinance (including, but not limited to, those dealing
with historical or archeological sites, artifacts or antiquities, or which serve to protect or preserve
the characteristics or features of all things in or on property).. Seller has not made and hereby
disclaims any representation or warranty, express or implied, as to the existence or non-existence
of any Environmental Condition on the Property. However, if Buyer determines before Closing
that an Environmental Condition exists on the Properly, Buyer shall have the right and option to
terminate this Agreement in which event the Deposit and any interest earned thereon shall be
returned to Buyer and this Agreement shall be of no further force or effect.
(c) Buyer shall deliver to Seller a copy of the final version of any environmental
assessment report prepared for Buyer by outside consultants; such report shall be provided to .
Seller for informational purposes only, and shall not constitute an assignment or conveyance by
Buyer to Seller of any rights or interests in, or right to rely upon, such reports or their contacts
other than as specifically provided in this Agreement. Seller shall not disclose the results of such
environmental assessment report to any third party, other than Seller's engineering consultants,
unless required by law (including statutory requirements related to Seller's We of other parcels
24531642.4 07•Feb-0515:19 04339499 12
in the North Airport Development or North Airport Development Part Two subdivisions) or
court order, or consented to in writing by Buyer. This Section 25(c) shall survive the Closing.
26. Succession and Assignment. This Agreement shall inure to the benefit of and
bind the parties hereto and their respective successors and assigns. Buyer's rights hereunder may
be assigned without restriction to Wal-Mart Real Estate Business Trust or any other affiliate of
Wal-Mart Stores, Inc., provided that notice of each assignment shall be given in writing to Seller.
27. Amendment to Declaration of Restrictions and Covenants. Buyer and Seller .
agree to record at Closing a form of First Amendment to Declaration of Restrictions and
Covenants (the `Declaration") substantially in the form attached hereto as Exhibit D. modifying
certain existing restrictions encumbering the subdivision in which the Property is situated.
28. Tax Free Exchange. Seller acknowledges that Buyer may elect to effect the
purchase of the Property as an exchange pursuant to Section 1031 of the internal Revenue Code,
provided Buyer utilizes the services of a "qualified intermediary" as defined in Treasury
Regulation §1.1031(k)-(g)(4)(ili) ("Intermediary') to effectuate such Section 1031 exchange and
will cooperate in the accomplishment of that purpose provided only that () Seller shall not be
required to be vested in title to any property other than the Property, (ii) Seller shall incur no
liability or expense beyond those inherent in an acquisition of the Property for a cash payment
nor be delayed in the Closing, (ili) Buyer shall have given Seller notice of its intentions to close
this transaction as an exchange not less than 48 hours prior to the Closing; such notice shall be
given by either certified mail, postage prepaid, return receipt requested, facsimile or overnight
delivery by a nationally recognized service. Buyer may assign this Agreement to an
Intermediary without Seller's consent for purposes of effectuating a 1031 exchange.
Notwithstanding an assignment to or substitution of the Intermediary to act in place of Buyer,
Buyer agrees to unconditionally guarantee the full and timely performance by the Intermediary
of the representations, warranties, obligations and undertakings of the Intermediary regarding a
Section 1031 exchange, and in the event of breach, Seller may proceed directly against Buyer
without the need to join the Intermediary. Seller agrees to execute such documents as are
reasonably necessary or appropriate and to otherwise cooperate with Buyer to effectuate a
Section 1031 exchange, and Buyer hereby holds Seller free and harmless of any tax liability to
Buyer of such Section 1031 exchange except insofar as such liability is attributable to the failure
of Seller to perform as required hereunder.
24531643A 07-FcW515:19 04339499 13
IN WITNESS VMEREOF, the parties have executed this Agreement in quadruplicate as
of the day and year first above written.
WITNESS OR ATTEST:
WITNESS OR ATTEST:
THE CITY OF IOWA CITY, IOWA
By:
Name: Stephee . Affi
Its: City Manager
Date: February '� , 2005
PRICE PROPERTIES
By:
Name: Jaso ri
Its: Sol6i1f6prietor
Date: February 9, 2005
24531642.4 07-Fdb 0515:19 04339499 14
EXMIT A
Legal Description/Depiction of the Property
�0•91 if8ilt
9
5S
a
24531642.4 07-Peb-05 15:19 04339499 Exh A - I
EXEDIBIT B .
Real Property Tax Guide6nas
The following items are to be completed by the Closing Agent shortly after the closing date for
the property located at:
(Address)
1. File the deed with the County Clerk and the Tax Assessor.
2. Notify the tax assessor of the change of ownership of the property and file a plat, if the
jurisdiction requires, or file a certified survey with the assessor that outlines and describes
Buyer's parcel. The Real Estate Manager will provide you with a plat if the jurisdiction
requires a plat for taxing purposes. Additionally, indicate the tax identification number,
if available, for Buyer's parcel. If the tax identification number is not available at this
time, then specify a future date when it will be available.
Tax ID #: Future date:
3. Notify the tax assessor that the tax statements are to be sent to:
Note: Make sure that our deed reflects this same address and accounting format.
4. Is this property located within the city limits? Yes: : No:
If no, will this property be annexed into the city limits prior to the opening for business of the
building to be constructed on the property? Yes: No:
5. Obtain details of any special assessments that may encumber the property and record
below including assessment start and assessment end dates, yearly assessments, and total
special assessments due.
6. Please provide the following information on the taxing authorities which may tax Buyer's
parcel.
CO CITY: SCHOOL DISTRICT: OTHER:
Name:
Address:
24531642.4 07•Feb.05 15:19 04339499 Exh B - 1
Phone #
Tax Yr.
Be l
Tax.Yr.
EEn
Tax Billin¢
Date(s)7
Tax
Dehnquency
Date:
7. Execute this document and return it to the Real Estate Manager upon completion of items
#1-6.
Thank you for your cooperation in this matter. By signing below, you are indicating that you
have accurately and completely fulfilled the above requests.
Date:
By:
(Closing Agent)
Address:
Phone #:.
24531642.4 07-pe6-05 15:19 04339499 Exh B - 2
V-[I: N
ENTITY TRANSFEROR
Section 1445 of the Internal Revenue Code provides that a transferee of a US real property
interest must withhold tax if the transferor is a foreign person. To inform the transferee that
withholding of tax is not required upon the disposition of a US real property interest by
the undersigned hereby certifies the following on
behalf of
1, is not a foreign corporation,
foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal
Revenue Code and Income Tax Regulations);
2.. 's US employer identification number
is ; and
3. 's office address is
understands that this certification may be disclosed to
the Internal Revenue. Service by the transferee and that any false statement contained herein
could be punished by fine, imprisonment, or both.
Under penalties of perjury I declare that I have examined this certification and to the best of my
knowledge and belief it is true, correct, and complete, and I further declare that I have authority
to sign this document on behalf of
Date:
By:
Its:
24531642.4 07-Feb-05 15:19 04339499 Exh C - I
EXHIBIT D
IOWA — Iowa City
Store #1721
FIRST AMENDMENT TO
DECLARATION OF RESTRICTIONS AND COVENANTS
THE STATE OF IOWA
COUNTY OF JOHNSON
This FIRST AMENDMENT TO DECLARATION OF RESTRICTIONS AND
COVENANTS (this "Amendment") is made, and entered into effective as of
200, by and between THE CITY OF IOWA CITY, IOWA, a municipal
corporation (the "City"), and WAL-MART REAL ESTATE BUSINESS TRUST, a Delaware
statutory trust ("Wal-Mart").
Recitals:
A. The City has heretofore executed and caused to be recorded in Book
Page _ in the Office of the County Recorder of Johnson County, Iowa, that certain `North
Airport Development Subdivision and North Airport -Development Subdivision Part Two, a
Resubdivision of Lots ' 1-4 of North Airport Development Subdivision, Declaration of
Restrictions and Covenants" (the "Declaration"), covering approximately acres of
land located in Johnson County, Iowa (in the Declaration and herein referred to as the
"Subdivision"), as such Subdivision is described on Exhibit A attached hereto and made a part
hereof for all purposes; said Declaration being incorporated herein by this reference for all
purposes. Any capitalized terms used but not defined in this Amendment shall have the
respective meanings provided for such defined terms in the Declaration.
B. By deed of even effective date with this Amendment, the City has conveyed to
Wal-Mart that portion of the Subdivision described in Exhibit B attached hereto and made apart
hereof for all purposes (the "Wal-Mart Property").
C. Pursuant to Section 16 of the Declaration, the Declaration may be amended by a
written instrument executed by the City, as Developer, and the Lot Owners of not less than two-
thirds (66.67%) of the Lots in the Subdivision.
D. The City and Wal-Mart together are the Lot Owners of the entirety of the
Subdivision, and have agreed to amend the Declaration as herein provided. .
Agreements:
NOW, THEREFORE, for good and valuable considerations, the receipt and sufficiency
of which are hereby acknowledged, the City and Wal-Mart hereby agree that the Declaration is
amended as follows:
1. Section I.A. of the Declaration is.amended by adding the following additional
provision to the end of the first grammatical paragraph thereof
"The preceding provisions of this Section I.A. shall not prohibit or restrict the
operation on the Wal-Mart Property of any of the customary uses included in or
associated with the customary operation of a Wal-Mart SuperCenter store, including
(without limitation) a garden center, a tire and lubrication facility, a fuel station facility,
and/or a photo -processing facility; and none of the customary types or levels of odors,
fumes, noises or activities associated with or generated by such operations or uses shall
constitute a nuisance or otherwise be a violation of the provisions of this Section LA_ or
any other provisions of this Declaration."
2. Sections I.B. 1. and 1B. 2. of the Declaration are amended by adding the
following provision to the end of each of such Subsections:
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"The preceding provisions shall not prohibit or restrict the operation of a gas
station or other vehicle motor fuel station facility on the Wal-Mart Property (including,
without limitation, the installation and/or operation of fuel storage tanks thereon or
thereunder in accordance with applicable requirements of law) for the dispensing and sale
to the public of motor fuels and other petroleum products or byproducts, nor the
operation thereon of a photo -processing facility."
The following provisions are hereby added as Section I.D. of the Declaration:
"D. The City covenants and agrees that no portion of the "Restricted Use Area"
(as hereinbelow defined) shall be used for: (i) any purpose other than
commercial/mdustrial purposes of the type permitted by zoning ordinances applicable to
the Subdivision; or (ii) the operation of a cafeteria, theater, bowling alley, billiard parlor,
night club, other place of recreation or amusement, or business selling or serving
alcoholic beverages for on -premises consumption (other than restaurants selling alcoholic
beverages for on -premises consumption incidental to the retail serving of food, so long as
the annual sales from alcoholic beverages of any such restaurant do not exceed 50% of
the total annual sales of such restaurant, and so long as parking is provided for such
restaurant uses at the ratio of not less than ten (10) parking spaces per thousand gross
square feet of restaurant space for restaurants of five thousand (5,000) square feet or less,
and fifteen (15) parking spaces per thousand gross square feet of restaurant space for
restaurants of more than five thousand (5,000) square feet); or (iii) the operation of a
school; or (iv) the operation of any adult -type bookstore, massage parlor, movie theater
or other establishment selling, renting, displaying or exhibiting pornographic or sexually
explicit material or live nudity. Additionally, no building situated within the Restricted
Use Area shall exceed a height of forty-two (42) feet above finished grade, inclusive of
parapets, architectural embellishment and roof -top equipment. As used herein, the
"Restricted Use Area" shall mean and refer to that portion (and only that portion) of the
Subdivision that is situated east of the eastern boundary line of the Wal-Mart Property
and west of the existing east boundary line (as of the date of this Amendment) of Lot 10
of the Subdivision and the extension of said existing east boundary, line of Lot 10
southward across Ruppert Road and Lot 2 of the Subdivision, said Restricted Use Area
being depicted and labeled on the Site Plan attached as Exhibit C to this Amendment and
made a part hereof for all purposes.
4. The following provisions are hereby added as Section I.E. of the Declaration:
"E. The City covenants and agrees that as long as Wal-Mart, or any affiliate of
Wal-Mart, is the owner or user of the Wal-Mart Property, no space in or portion of the
remainder of the Subdivision, and no space in or portion of any other real property
adjacent to the Subdivision which may subsequently be acquired by the City, shall be
leased or occupied by or conveyed to any other party for use as (i) a grocery store or
supermarket, as hereinafter defined below, (h) a wholesale club operation similar to that'
of a Sams Club owned and operated by Wal-Mart, (iii) a discount department store or
other discount store, as hereinafter defined, (iv) a pharmacy, (v) a variety, general or
"dollar" store containing more than 8,000 square feet of gross leasable area, (vi) a gas
station, vehicle fueling station or oil change/quick lube facility, or (vii) any combination
of the foregoing uses. In the event of a breach of this covenant, Wal-Mart shall have the
right, to terminate this Declaration and to seek any and all remedies afforded by either
law or equity, including, without limitation, the right to injunctive relief, without any
requirement of proving immediate or irreparable harm and/or the lack of an adequate or
available remedy of law for damages or other relief. "Grocery store" and "supermarket",
as those terms are used herein, shall mean a food store or a food department containing
more than 10,000 square feet of gross leasable area for the purpose of selling food for
consumption off the premises, which shall include but not be limited to the sale of dry,
refrigerated or frozen groceries, meat, seafood, poultry, produce, delicatessen or bakery
products, refrigerated or frozen dairy products, or any grocery products normally sold in
.such stores or departments. A "discount department store" and/or discount store", as
those terms are used herein, shall mean a discount department store or discount store
containing more than 35,000 square feet of gross leasable area for the purpose of selling a
full line of hard goods and soft goods (e.g. clothing, cards, gifts, electronics, garden
supplies, furniture, pharmacy, lawnmowers, toys, health and beauty aids, hardware items,
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bath accessories and auto accessories) at a discount in a retail operation similar to that of
Wal-Mart."
5. The City and Wal-Mart agree that the provisions of Section 4. of the Declaration
hereafter shall not apply to the Wal-Mart Property or any portion thereof. It is expressly agreed
that nothing contained in the Declaration or this Amendment shall he construed to contain or be a
covenant by Wal-Mart, either express or implied, to either commence the operation of a business
or thereafter continuously to operate a business on the Wal-Mart Property; and the City hereby
waives any legal action for damages or equitable relief which might be available to the City
because of cessation of business activities by Wal-Mart.
6. Section 9. of the Declaration is amended by adding the following provisions to the
end of the last grammatical paragraph thereof:
"Notwithstanding the preceding provisions of this Section 9, and subject to all.
applicable legal requirements, Wal-Mart shall have the right to (i) display merchandise
on the sidewalk in front of the store building constructed on the Wal-Mart Property,
(ii) operate a garden center facility with outdoor storage, (di) operate a gas station or
motor fuel facility with outdoor display and storage, .(iv) temporarily store trailers or.
storage containers from time to time on the Wal-Mart Property, in a screened storage.
area, and (v) periodically use a portion of the parking areas on the Wal-Mart Property as
a seasonal display or sales area, such as (but not limited to) a Christmas tree sales area."
7. Section 10. of the Declaration is amended as follows:
(a) The self-help curative rights provided to the City in Section 10. also shall extend
to and be exercisable by the Owner of any lot or tract within the Subdivision that contains at least
fifteen (15) contiguous acres of land;
(b) The ten (10) day curative period provided in Section 10. shall be subject to
extension for a reasonable period of time, so long as the defaulting party commences to cure
such default within the stated ten (10) day curative period and thereafter diligently pursues such
cure to completion;
(c) Any notice of default provided pursuant to the provisions of said Section 10. must
specify the nature of the alleged default and describe the specific curative action to be taken;
(d) Any billing for costs incurred in exercising the self-help remedy provided in said .
Section 10. must be for reasonable costs and must be accompanied by supporting documentation
for the costs incurred; and
(e) With respect to the Wal-Mart Property, the last sentence of said Section 10.
(whichprovides a lien to secure collection of costs insured in the exercise of self-help curative
rights) shall be without fi2rther forte or effect.
8. Section 13. of the Declaration is hereby amended to provide that the rights,
powers, privileges, authorities or reservations given or reserved to the City, as the Developer,
pursuant to the Declaration as therein described, are personal to the City, and such rights,
powers, privileges, authorities or reservations of the City shall not be assignable or transferable
to any subsequent Owner, Owner's organization, or other thud party (and any purported or
asserted assignment or transfer of such rights, powers, privileges, authorities or reservations shall
be void and of no force or effect).
9.. Section 14. of the Declaration is hereby amended to provide that the enforcement
rights provided to the City, as Developer, in Subsections 14.A. and 14.13. therco4 also shall be
provided to and enforceable by the Owner of any lot or tract within the Subdivision that contains
at least fifteen (15) contiguous acres of land.
10. With respect to Section 20. of the Declaration, the City and Wal-Mart hereby,
acknowledge and agree that the Owner of any lot or tract in the Subdivision shall be a "claimant"
entitled to file from time to time the necessary claim to extend the term of the Declaration as
provided for in said Section 20 and applicable provisions of Chapter 614 of the Iowa Code (or
any successor statute).
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11. Except as hereby amended, all terms and provisions of the Declaration are hereby .
ratified and confirmed by the City and Wal-Mart and shall continue in full force and effect. In
the event and to the extent of any conflict between the provisions of the Declaration and the
provisions of this Amendment, the provisions of this Amendment shall supersede and control.
12. This Amendment shall be governed by and construed in accordance with the laws
of the State of Iowa; and 'shall be for the sole and exclusive, benefit of and shall be enforceable
by, any one or more of the Lot Owners and their respective successors and assigns as provided
for in the Declaration.
Executed effective as of the date first written above.
ATTEST: TEE CITY (DEVELOPER):
THE CITY OF IOWA CITY, IOWA,
CM CLERK a municipal corporation
'
By:
Name:
Approved By:
City Attorney's Office
ATTEST: WAL MART:
WAL-MART REAL ESTATE BUSINESS
TRUST, a Delaware statutory trust
By:
Name:
Title:
List of Exhibits:
Exhibit A- Description of the Subdivision
Exhibit B — Description of the Wal-Mart Property
Exhibit C — Site Plan Depicting Restricted Use Area
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STATE OF IOWA §
§ ss:
COUNTY OF JOHNSON §
On this day of A.D. 200, before me, the undersigned, a
notary public in and for the State of Iowa, personally appeared and
. to me personally known, who being by me duly sworn, did say that they
are the Mayor and City ClerIS respectively, of IOWA CITY, IOWA, the said municipal.
corporation executing the within and foregoing instrument; that the seal affixed thereto is the seal
of said municipal corporation; that said instrument was signed and sealed on behalf of said
municipal corporation; that said instrument was signed and sealed on behalf of said municipal
corporation by authority of its'City Council; and that the said Mayor and City Clerk as such
officers acknowledged the execution of said instrument to be the voluntary act and deed of said
municipal corporation, by it and by them voluntarily executed.
Notary public in and for the State of Iowa
My commission expires:
STATE OF ARKANSAS §
§ as:
COUNTY OF BENTON §
On this day of . A.D. 200, before me, the undersigned, a
notary public in and for the State of Arkansas, personally appeared Michael E. Gardner, to me
personally known, who being by me duly sworn, did say that he is an Assistant Vice president of
WAI,MART REAL ESTATE BUSINESS TRUST, the Delaware statutory trust executing the
within and foregoing instrument; that said instrument was signed on behalf of said statutory trust;
that said instrument was signed on behalf of said statutory trust by authority of its Board of
Directors; and that the said Michael E. Gardner as such officer acknowledged the execution of
said instrument to be the voluntary act and deed of said statutory trust, by it and by him
voluntarily executed.
Notary Public in and for the State of Arkansas
My commission expires:
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