Three Amigos, LLC Development Agreement for 898 Jackson Street_Initiate Copyrighted
April 1 , 2019
City of Dubuque Items to be set for Public Hearing # 1.
ITEM TITLE: DevelopmentAgreementwithThreeAmigos, LLCfor898
Jackson Street
SUMMARY: City Manager recommending that the City Council set a
public hearing for April 15, 2019, on a proposed
Development Agreement between the City of Dubuque and
Three Amigos, LLC for redevelopment of the property at
898 Jackson Street.
RESOLUTION Fixing the date for a public hearing of the
City Council of the City of Dubuque, lowa on a proposed
Development Agreement between the City of Dubuque,
lowa, and Three Amigos, LLC including the issuance of
Urban Renewal Tax Increment Revenue Obligations ad
providing for the publication of notice thereof
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt
Resolution(s), Set Public Hearing forApril 15, 2019
ATTACHMENTS:
Description Type
ThreeAmigos DevelopmentAgreement-MVM Memo City Manager Memo
Staff Memo Staff Memo
DevelopmentAgreement Supporting Documentation
Resolution Setting Public Hearing Resolutions
Notice of Hearing Supporting Documentation
THE CITY OF Dubuque
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Masterpiece on the Mississippi Z°°'�w'2
7A13 2017
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Set Hearing for Development Agreement with Three Amigos, LLC to
Redevelop Property at 898 Jackson Street
DATE: March 27, 2019
Economic Development Director Jill Connors requests the City Council set a public
hearing for April 15, 2019, on a proposed Development Agreement between the City of
Dubuque and Three Amigos, LLC for redevelopment of the property at 898 Jackson
Street.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
�� �� ���
Mic ael C. Van Milligen �� �
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Teri Goodmann, Assistant City Manager
Cori Burbach, Assistant City Manager
Jill M. Connors, Economic Development Director
Dubuque Economic Development Department
THE CITY OF .� 5o West 13�^Street
AIFMersality Dubuque,lowa 52001-4864
D� L E � � ��� � � Office(563)589-4393
TTY(563)690-6678
http://www.cityofd u buq ue.org
2007•2012
Masterpiece on the Mississippi �,3.Zo„
TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
SUBJECT: Set Hearing for Development Agreement with Three Amigos, LLC to
Redevelop Property at 898 Jackson Street
DATE: March 19, 2019
INTRODUCTION
This memorandum is a request for the City Council to set a public hearing for April 15,
2019 on a proposed Development Agreement between the City of Dubuque and Three
Amigos, LLC for redevelopment of the property at 898 Jackson Street.
BACKGROUND
The property at 898 Jackson Street was the recipient of a City of Dubuque Downtown
Rehabilitation Fa�ade Grant in 2012. In the interim, Three Amigos, LLC has purchased
the building with the intent to rehabilitate the interior and prepare it for several tenants.
DISCUSSION
Three Amigos, LLC, the developer of the proposed project, has identified one major
tenant for the rehabilitated space, and is planning space for additional tenants. Delta 3
Engineering, which is headquartered in Platteville, Wisconsin, is scheduled to occupy
the northern portion of the redeveloped building. Delta 3 Engineering, Inc. was
established in 2003 and has continued to develop and expand in the 15 years since its
inception.
in 2016, Delta 3 Engineering began actively pursuing other facility locations/regions to
accommodate its planned business expansion and concluded that Dubuque was a great
fit for its business and community relationships to grow. Dubuque was the most
appropriate location due to its proximity to several of the company's current clients in
and around the city of Dubuque. The company now desires to locate several of their
positions in Dubuque and has identified 898 Jackson as the desired location.
In addition to creating space for Delta 3 Engineering, the developer proposes to create
two additional tenant spaces and commits to the creation of at least ten (10) full time
equivalent jobs at the property during the term of the agreement.
The proposed Development Agreement provides for incentives to support the
redevelopment of the property. Downtown Rehabilitation grants for Planning & Design
and for Financial Consultant are included in the agreements, along with 10 years of Tax
Increment Finance (TIF) rebates which are estimated to total $48,000 over the term of
the agreement. Additional terms and conditions are described in the attached
Development Agreement.
The Development Agreement is subject to the public hearing required by law for the
approval of TIF obligations.
RECOMMENDATION/ ACTION STEP
Based on the importance of the City's goal to assist in redeveloping the downtown and
the adjacent Historic Millwork area, I recommend the City Council adopt the attached
resolution to set a public hearing on the attached Development Agreement with Three
Amigos, LLC.
Prepared by/Return to: Jill Connors, Economic Development, 50 W. 13th Street, Dubuque IA 52001, 563 589-4393
RESOLUTION NO. 114-19
FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA ON A PROPOSED DEVELOPMENT AGREEMENT BETWEEN
THE CITY OF DUBUQUE, IOWA, AND THREE AMIGOS, LLC INCLUDING THE
ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS,
AND PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF
WHEREAS, City and Three Amigos, LLC have entered into a Development
Agreement, subject to the approval of the City Council, for the rehabilitation of property
located at 898 Jackson Street, including the issuance of Urban Renewal Tax Increment
Revenue obligations, a copy of which Development Agreement is now on file at the Office
of the City Clerk, City Hall, 50 W. 13th Street, Dubuque, Iowa; and
WHEREAS, the City Council has tentatively determined that it would be in the best
interests of the City to approve the Development Agreement with Three Amigos, LLC; and
WHEREAS, it is deemed necessary and advisable that the City Council authorize
Urban Renewal Tax Increment Revenue obligations, as provided by Chapter 403 of the
Code of Iowa and enter into the Development Agreement for the purpose of carrying out
the rehabilitation of property located at 898 Jackson Street; and
WHEREAS, before said obligations may be approved, Chapter 403 of the Code of
Iowa requires that the City Clerk publish a notice of the proposal and of the time and place
of the meeting at which the City Council proposes to take action thereon and at which
meeting the City Council shall receive oral and/or written objections from any resident or
property owner of the City to such proposed action.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
Section 1. The City Clerk is hereby authorized and directed to cause a notice to be
published as prescribed by Iowa Code Section 403.9 of a public hearing on the City's intent
to approve the Development Agreement and authorize Urban Renewal Tax Increment
Revenue obligations, to be held on the 15th day of April, 2019, at 6:00 o'clock p.m. in the
City Council Chambers at the Historic Federal Building, 350 W. 6th St., Dubuque, Iowa.
Section 2. The City Council will meet at said time and place for the purpose of
taking action on the matter of approving the Development Agreement with Three Amigos,
LLC and authorizing Urban Renewal Tax Increment Revenue obligations, the proceeds
of which obligations will be used to carry out certain of the special financing activities
described in the Amended and Restated Urban Renewal Plan for the Greater Downtown
Urban Renewal District, consisting of the funding of economic developments grants to
Three Amigos, LLC pursuant to the Development Agreement. It is expected that the
aggregate amount of the Tax Increment Revenue obligations to be issued will be
approximately $48,000.
Section 3. The City Clerk is hereby directed to cause at least one publication to
be made of a notice of said meeting, in a newspaper, printed wholly in the English
language, published at least once weekly, and having general circulation in said City, said
publication to be not Tess than four days nor more than twenty days before the date of
said meeting on the issuance of said obligations.
Section 4. The notice of the public hearing and the proposed action to issue
said obligations shall be in substantially the form attached hereto.
Passed, approved and adopted this 1St day of Apl, 2019.
0 4,
Attest:
Kevin,S. Firnstahl, City Clerk
Roy D. Buol /layor
DEVELOPMENT AGREEMENT
BYAND BETWEEN
THE CITY OF DUBUQUE, IOWA,
AND THREE AMIGOS, LLC
THIS DEVELOPMENT AGREEMENT (the Agreement) dated for reference
purposes the day of , 2019 is made and entered into by and between
the City of Dubuque, lowa (City) and Three Amigos, LLC (Developer).
WHEREAS, Developer is the owner of the following described real estate (the
Property):
W 45' CITY LOT 399 & W 45' - N 1/2 - CITY LOT 400;
locally known as 898 JACKSON STREET
; and
WHEREAS, the Property is located in the Greater powntown Urban Renewal
District (District) which has been so designated by City Council Resolution 381-17 as a
slum and blighted area (the Project Area) defined by lowa Code Chapter 403 (Urban
Renewal Law); and
WHEREAS, Developer has determined that it requires a new facility to maintain
and expand its operations and employment in the Project Area (the Facility); and
WHEREAS, Developer will undertake the redevelopment of a vacant building
located on the Property at 898 Jackson Street (the Building) and will be operating the
same during the term of this Agreement; and
WHEREAS, Developer will make a capital investment in Building improvements,
equipment, furniture and fixtures in the Property (the Project); and
WHEREAS, the Property is historically significant and it is in the City's best interest
to preserve the Property; and
WHEREAS, pursuant to lowa Code Section 403.6(1), and in conformance with the
Urban Renewal Plan for the Project Area adopted on May 18, 1967 and last amended on
, City has the authority to enter into contracts and agreements to
implement the Urban Renewal Plan, as amended; and
WHEREAS, the Dubuque City Council believes it is in the best interests of the City
to encourage Developer in the development of the Property by providing certain
incentives as set forth herein.
NOW, THEREFORE, the parties to this Development Agreement, in
consideration of the promises, covenants and agreements made by each other, do
032419ba1
hereby agree as follows:
SECTION 1. REPRESENTATIONS AND WARRANTIES.
1 .1 Representations and Warranties of Citv. In order to induce Developer to enter into
this Agreement, City hereby represents and warrants to Developer that to the best of
City's knowledge:
(1) As of the Closing, City will have obtained all necessary approvals and
consents for its execution, delivery and performance of this Agreement and that it
will have full power and authority to execute, deliver and perform its obligations
under this Agreement. City's attorney shall issue a legal opinion to Developer at
time of closing confirming the representation contained herein, in the form attached
hereto as Exhibit A.
(2) City shall exercise its best efforts to cooperate with Developer in the
development process.
(3) City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and prompt fashion.
(4) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in conflict
with, or result in a violation or breach of, the terms, conditions or provisions of the
charter of City, any evidence of indebtedness, agreement or instrument of
whatever nature to which City is now a party or by which it or its property is bound,
or constitute a default under any of the foregoing.
(5) There are no actions, suits or proceedings pending or threatened against or
affecting City in any court or before any arbitrator or before or by any governmental
body in which there is a reasonable possibility of an adverse decision which could
materially adversely affect the financial position or operations of City or which
affects the validity of the Agreement or City's ability to perform its obligations under
this Agreement.
(6) No ordinance or hearing is now before any local governmental body that
either contemplates or authorizes any public improvements or special tax levies,
the cost of which may be assessed against the Property. To the best of City's
knowledge, there are no plans or efforts by any government agency to widen,
modify, or re-align any street or highway providing access to the Property and there
are no pending or intended public improvements or special assessments affecting
the Property which will result in any charge or lien be levied or assessed against
the Property.
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(7) The representations and warranties contained in this article shall be correct
in all respects on and as of the Closing Date with the same force and effect as if
such representations and warranties had been made on and as of the Closing
Date.
(8) As of the date of this Agreement there has been prepared and approved by
City an Urban Renewal Plan for the Project Area consisting of the Urban Renewal
Plan for the Greater powntown Urban Renewal Area, most recently approved by
City Council of City on , and as subsequently amended through
and including the date hereof, attached as Exhibit E (the Urban Renewal Plan). A
copy of the Urban Renewal Plan, as constituted on the date of this Agreement and
in the form attached hereto, and a copy of which is on file with the City of Dubuque
City Clerk and the Dubuque County Auditor.
1 .2 Representations and Warranties of Developer. Developer makes the following
representations and warranties:
(1) Developer is duly organized and validly existing or authorized under the
laws of the State of Wisconsin and have all requisite power and authority to own
and operate their properties, to carry on their respective business as now
conducted and as presently proposed to be conducted, and to enter into and
perform their obligations under the Agreement.
(2) This Agreement has been duly authorized, executed and delivered by
Developer, and assuming due authorization, execution and delivery by City, is in
full force and effect and is a valid and legally binding instrument of Developer
enforceable in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency, reorganization or other laws relating to or affecting
creditors' rights generally. Developer's counsel shall issue legal opinions to the
City, at time of closing, confirming the representations contained herein, in the form
attached hereto as Exhibit B.
(3) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in conflict
with, or result in a violation or breach of, the terms, conditions or provisions of the
articles of incorporation or the bylaws of Developer or any contractual restriction,
evidence of indebtedness, agreement or instrument of whatever nature to which
Developer is now a party or by which it or its property is bound, or constitute a
default under any of the foregoing.
(4) There are no actions, suits or proceedings pending or threatened against or
affecting Developer in any court or before any arbitrator or before or by any
governmental body in which there is a reasonable possibility of an adverse
decision which could materially adversely affect the business, financial position or
result of operations of Developer or which affects the validity of the Agreement or
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Developer's ability to perform its obligations under this Agreement.
(5) Developer will perform its obligations under this Agreement in accordance
with the material terms of this Agreement, the Urban Renewal Plan and all local,
State and federal laws and regulations.
(6) Developer will use its best efforts to obtain, or cause to be obtained, in a
timely manner, all material requirements of all applicable local, state, and federal
laws and regulations which must be obtained or met.
(7) Developer has firm commitments for permanent financing for the Project in
an amount sufficient, together with equity commitments, to successfully complete
the requirements of this Agreement and shall provide evidence thereof to City prior
to the Closing Date.
1 .3 Closinq. The Closing shall take place on the Closing Date which shall be the 15�n
day of April, 2019, or such other date as the parties shall agree in writing but in no event
shall the Closing Date be later than the 15�h day of June, 2019. Consummation of the
Closing shall be deemed an agreement of the parties to this Agreement that the conditions
of Closing shall have been satisfied or waived.
1 .4 Conditions to Closinq. The Closing of the transaction contemplated by this
Agreement and all the obligations of Developer under this Agreement are subject to
fulfillment, on or before the Closing Date, of the following conditions:
(1) The representations and warranties made by City in Section 1 .1 and by
Developer in Section 1 .2, shall be correct as of the Closing Date with the same
force and effect as if such representations were made at such time. At the closing,
City shall deliver a certificate to that effect in the form of Exhibit C.
(2) Developer shall have the right to terminate this Agreement at any time prior
to the consummation of the closing on the Closing Date if Developer determines
that conditions necessary for the successful completion of the Project
contemplated herein have not been satisfied in Developer's sole discretion. Upon
the giving of notice of termination by Developer to City, this Agreement shall be
deemed null and void.
(3) Developer and City shall be in material compliance with all the terms and
provisions of this Agreement.
(4) Developer shall have furnished City with evidence, in a form satisfactory to
City (such as a letter of commitment from a bank or other lending institution), that
Developer has firm financial commitments in an amount sufficient, together with
equity commitments, to complete the Minimum Improvements (as defined herein)
in conformance with the Construction Plans (as defined herein), or City shall have
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received such other evidence of Developer's financial ability as the reasonable
judgment of the City requires.
(5) Developer's counsel shall issue a legal opinion to City confirming the
representations contained herein in the form attached hereto as Exhibit B.
1 .5 Citv's Obliqations at Closinq. At or prior to the Closing Date, City shall deliver to
Developer such other documents as may be required by this Agreement, all in a form
satisfactory to Developer.
SECTION 2. DEVELOPMENT ACTIVITIES.
2.1 Required Minimum Improvements. Developer will make a capital investment of
approximately Seven Hundred Fifty Thousand Dollars ($750,000.00) to improve the
Property for the creation of approximately 5,000 square feet of office space (the Minimum
Improvements). The Minimum Improvements shall consist of the rehabilitation of the
Building).
2.2 The Minimum Improvements shall conform to the U.S. Secretary of the Interior's
Standards for Rehabilitation. However, if the Project is not awarded Historic Tax Credits
by December 31 , 2019, the U.S. Secretary of the Interior's Standards for Rehabilitation
will be interpreted by City Planning staff, at its sole discretion, to apply only to the
Exterior Improvements.
2.3 Plans for Construction of Minimum Improvements. Plans and specifications with
respect to the development of the Property and the construction of the Minimum
Improvements thereon (the Construction Plans) shall be in conformity with the Urban
Renewal Plan, this Agreement, and all applicable state and local laws and regulations,
including but not limited to any covenants, conditions, restrictions, reservations,
easements, liens and charges, recorded in the records of Dubuque County, lowa.
Developer shall submit to City, for approval by City, plans, drawings, specifications, and
related documents with respect to the improvements to be constructed by Developer on
the Property. All work with respect to the Minimum Improvements shall be in substantial
conformity with the Construction Plans approved by City.
2.4 Timinq of Improvements. Developer hereby agrees that construction of the
Minimum Improvements on the Property shall be commenced within thirty (30) days after
the Closing Date and shall be substantially completed by December 31 , 2019. The time
frames for the performance of these obligations shall be suspended due to unavoidable
delays meaning delays, outside the control of the party claiming its occurrence in good
faith, which are the direct result of strikes, other labor troubles, unusual shortages of
materials or labor, unusually severe or prolonged bad weather, acts of God, fire or other
casualty to the Minimum Improvements, litigation commenced by third parties which, by
injunction or other similar judicial action or by the exercise of reasonable discretion
directly results in delays, or acts of any federal, state or local government which directly
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result in extraordinary delays. The time for performance of such obligations shall be
extended only for the period of such delay.
2.5 Certificate of Completion. Promptly following the request of Developer upon
completion of the Minimum Improvements, City shall furnish Developer with an
appropriate instrument so certifying in the form attached as Exhibit F. Such certification
(the Certificate of Completion) shall be in recordable form and shall be a conclusive
determination of the satisfaction and termination of the agreements and covenants in this
Agreement.
SECTION 3. CITY PARTICIPATION.
3.1 Economic Development Grants.
(1) For and in consideration of Developer's obligations hereunder, and in
furtherance of the goals and objectives of the Urban Renewal Plan for the Project
Area and the Urban Renewal Law, City agrees, subject to Developer being and
remaining in compliance with the terms of this Agreement, to make twenty (20)
consecutive semi-annual payments (such payments being referred to collectively
as the Economic Development Grants) to Developer, as follows:
November 1 , 2021 May 1 , 2022
November 1 , 2022 May 1 , 2023
November 1 , 2023 May 1 , 2024
November 1 , 2024 May 1 , 2025
November 1 , 2025 May 1 , 2026
November 1 , 2026 May 1 , 2027
November 1 , 2027 May 1 , 2028
November 1 , 2028 May 1 , 2029
November 1 , 2029 May 1 , 2030
November 1 , 2030 May 1 , 2031
pursuant to lowa Code Section 403.9 ofthe Urban Renewal Law, in amounts equal
to the actual amount of tax increment revenues collected by City under lowa Code
Section 403.19 (without regard to any averaging that may otherwise be utilized
under lowa Code Section 403.19 and excluding any interest that may accrue
thereon prior to payment to Developer) during the preceding six-month period in
respect of the Property and Building including Minimum Improvements constructed
by Developer (the Developer Tax Increments). For purposes of calculating the
amount of the Economic Development Grants provided in this Section, the
Developer Tax Increments shall be only those tax increment revenues collected
by City in respect of the increase in the assessed value of the Property above the
assessment of January 1 , 2018 ($83,888.00). Developer recognizes and agree
that the Economic Development Grants shall be paid solely and only from the
incremental taxes collected by City in respect to the Property and Building
including Minimum Improvements, which does not include property taxes collected
for the payment of bonds and interest of each taxing district, and taxes for the
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regular and voter-approved physical plant and equipment levy, instructional
support levy, and any other portion required to be excluded by lowa law, and thus
such incremental taxes will not include all amounts paid by Developer as regular
property taxes.
(2) To fund the Economic Development Grants, City shall certify to the County
prior to December 1 , 2020, and each year thereafter, its request for the available
Developer Tax Increments resulting from the assessments imposed by the County
as of January 1 of that year, to be collected by City as taxes are paid during the
following fiscal year and which shall thereafter be disbursed to Developer on
November 1 and May 1 of that fiscal year. (Example: if City so certifies in
December, 2020, the Economic Development Grants in respect thereof would be
paid to the Developer on November 1 , 2021 , and May 1 , 2022).
(3) The Economic Development Grants shall be payable from and secured
solely and only by the Developer Tax Increments paid to City that, upon receipt,
shall be deposited and held in a special account created for such purpose and
designated as the Three Amigos TIF Account of City. City hereby covenants and
agrees to maintain its TIF ordinance in force during the term hereof and to apply
the incremental taxes collected in respect of the Building including Minimum
Improvements and allocated to the Three Amigos TIF Account to pay the
Economic Development Grants, as and to the extent set forth in Section 3.2 hereof.
The Economic Development Grants shall not be payable in any manner by other
tax increments revenues, or by general taxation or from any other City funds. City
makes no representation with respect to the amounts that may be paid to
Developer as the Economic Development Grants in any one year and under no
circumstances shall City in any manner be liable to Developer so long as City
timely applies the Developer Tax Increments actually collected and held in the
Three Amigos TIF Account (regardless of the amounts thereo� to the payment of
the Economic Development Grants to Developer as and to the extent described in
this Section.
(4) City shall be free to use any and all tax increment revenues collected in
respect of other properties within the Project Area and the remaining actual amount
of the property taxes paid by Developer to City, or any available Developer Tax
Increments resulting from the termination of the annual Economic Development
Grants under Section 3.2 hereof, for any purpose for which such tax increment
revenues may lawfully be used pursuant to the provisions of the Urban Renewal
Law, and City shall have no obligations to Developer with respect to the use
thereof.
(5) All of City's obligations under this Agreement, including but not limited to
City's obligation to pay the Economic Development Grants to Developer, shall be
subject to City having completed all hearings and other procedures required to
amend the Urban Renewal Plan to describe the Urban Renewal Project being
undertaken in accordance with this Agreement.
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3.2 Planninq and Desiqn Grant. City agrees to provide a matching (1 :1) grant not to
exceed Ten Thousand Dollars ($10,000) to reimburse Developer for documented
predevelopment costs, architectural and engineering fees and other authorized soft costs
associated with the rehabilitation of the Property on the terms and conditions set forth in
Exhibit G. Prior to the release of any grant funds, City must determine to its satisfaction
that the Project is substantially complete and meets the conditions of this Agreement.
3.3 Financial Consultant Grant. City agrees to provide a matching (1 :1) grant not to
exceed Fifteen Thousand Dollars ($15,000) to reimburse Developer for documented
costs related to hiring a financial consultant to evaluate the ProjecYs feasibility on the
terms and conditions set forth in Exhibit H. Such funds will be disbursed only on
completion of the Minimum Improvements, documentation of costs and an inspection of
the completed Project.
3.4. Written requests for payment of grant funds must be submitted to the Economic
Development Department together with all required documentation.
SECTION 4. NON-APPROPRIATION / LIMITED SOURCE OF FUNDING.
4.1 Non-Appropriation. Notwithstanding anything in this Agreement to the contrary,
the obligation of City to pay any installment of the Economic Development Grants from
the pledged tax increment revenues shall be an obligation limited to currently budgeted
funds, and not a general obligation or other indebtedness of City or a pledge of its full
faith and credit within the meaning of any constitutional or statutory debt limitation, and
shall be subject in all respects to the right of non-appropriation by the City Council of City
as provided in this Section. City may exercise its right of non-appropriation as to the
amount of the installments to be paid during any fiscal year during the term of this
Agreement without causing a termination of this Agreement. The right of non-
appropriation shall be exercised only by resolution affirmatively declaring City's election
to non-appropriate funds otherwise required to be paid in the next fiscal year under this
Agreement.
In the event the City Council of City elects to not appropriate sufficient funds in the budget
for any future fiscal year for the payment in full of the installments on the Economic
Development Grants due and payable in that future fiscal year, then City shall have no
further obligation to Developer for the payment of any installments due in that future fiscal
year which cannot be paid with the funds then appropriated for that purpose.
4.2 The right of non-appropriation reserved to City in this Section is intended by the
parties, and shall be construed at all times, so as to ensure that City's obligation to pay
future installments on the Economic Development Grants shall not constitute a legal
indebtedness of City within the meaning of any applicable constitutional or statutory debt
limitation prior to the adoption of a budget which appropriates funds for the payment of
that installment or amount. In the event that any of the provisions of this Agreement are
determined by a court of competent jurisdiction to create, or result in the creation of, such
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a legal indebtedness of City, the enforcement of the said provision shall be suspended,
and the Agreement shall at all times be construed and applied in such a manner as will
preserve the foregoing intent of the parties, and no event of default shall be deemed to
have occurred as a result thereof. If any provision of this Agreement or the application
thereof to any circumstance is so suspended, the suspension shall not affect other
provisions of this Agreement which can be given effect without the suspended provision,
and to this end the provisions of this Agreement are severable.
SECTION 5. COVENANTS OF DEVELOPER.
5.1 Job Creation. During the term of this Agreement, Developer shall comply with the
following employment-related covenants:
(1) Developer shall create a minimum of Ten (10) fulltime equivalent (FTE)
employees in Dubuque, lowa prior to October 1 , 2021 , and shall maintain those
jobs during the term of this Agreement. It is agreed by the parties that Developer
has no fulltime equivalent employees (FTE) in the City of Dubuque, lowa, as of
January 1 , 2018. FTE employees shall be calculated by adding fulltime and part-
time employees together using 2080 hours per year as a FTE employee.
(2) For the FTE positions that Developer fails to create and maintain for any
year during the term of this Agreement, the semi-annual Economic Development
Grants for such year under Section 3.1 shall be reduced by the percentage that
the number of such positions bears to the total number of positions required to be
created and maintained (10 FTE's) by this Section 5.1 . (For example, if Developer
has 8 FTE employees, the semi-annual Economic Development Grants to be paid
for that year would be reduced to 80°k (8/10 employees) of the Tax Increment
Revenues received by City). The reduction of the semi-annual Economic
Development Grants shall be the City's sole remedy for the failure of Developer to
meet the job creation requirements of this subsection 5.1(2).
5.2 Certification. To assist City in monitoring the performance of Developer hereunder,
as of October 1 , 2021 , and again as of October 1 of each year thereafter during the term
of this Agreement, a duly authorized officer of Developer shall certify to City in a form
acceptable to City (a) the number of FTE positions employed by Developer in Dubuque,
lowa, and (b) to the effect that such officer has re-examined the terms and provisions of
this Agreement and that at the date of such certificate, and during the preceding twelve
(12) months, Developer is not or was not in default in the fulfillment of any of the terms
and conditions of this Agreement and that no Event of Default (or event which, with the
lapse of time or the giving of notice, or both, would become an Event of Default) is
occurring or has occurred as of the date of such certificate or during such period, or if the
signer is aware of any such default, event or Event of Default, said officer shall disclose
in such statement the nature thereof, its period of existence and what action, if any, has
been taken or is proposed to be taken with respect thereto. For the purpose of calculating
FTE positions as required by Section 5.1 , Developer may include employees of its tenant
upon providing certification thereof as required in this Section 5.2. Such certificate shall
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be provided not later than October 15, 2021 , and by October 15 of each year thereafter
during the term of this Agreement.
5.3 Books and Records. During the term of this Agreement, Developer shall keep at
all times and make available to City upon reasonable request proper books of record and
account in which full, true and correct entries will be made of all dealings and transactions
of or in relation to the business and affairs of Developer in accordance with generally
accepted accounting principles consistently applied throughout the period involved, and
Developer shall provide reasonable protection against loss or damage to such books of
record and account.
5.4 Real Propertv Taxes. From and after the Closing Date, Developer shall pay or
cause to be paid, when due, all real property taxes and assessments payable with respect
to all and any parts of the Property unless Developer's obligations have been assumed
by another person pursuant to the provisions of this Agreement.
5.5 No Other Exemptions. During the term of this Agreement, Developer agrees not
to apply for any state or local property tax exemptions which are available with respect to
the Development Property or the Building including Minimum Improvements located
thereon that may now be, or hereafter become, available under state law or city ordinance
during the term of this Agreement, including those that arise under lowa Code Chapters
404 and 427, as amended.
5.6 Insurance Requirements.
(1) Developer shall provide and maintain or cause to be maintained at all times
during the process of constructing the Minimum Improvements and at its sole cost
and expense builder's risk insurance, written on a Completed Value Form in an
amount equal to one hundred percent (100°k) of the Building (including Minimum
Improvements) replacement value when construction is completed, naming City
as an additional insured and loss payee. Coverage shall include the "special
perils" form and developer shall furnish City with proof of insurance in the form of
a certificate of insurance.
(2) Upon completion of construction of the Minimum Improvements and up to
the Termination Date, Developer shall maintain, or cause to be maintained, at its
cost and expense all risk property insurance against loss and/or damage to the
Building (including the Minimum Improvements) under an insurance policy written
with the "special perils" form and in an amount not less than the full insurable
replacement value of the Building (including the Minimum Improvements), naming
City as loss payee. Developer shall furnish to City proof of insurance in the form
of a certificate of insurance.
(3) The term "replacement value" shall mean the actual replacement cost of the
Building with Minimum Improvements (excluding foundation and excavation costs
and costs of underground flues, pipes, drains and other uninsurable items) and
10
equipment, and shall be reasonably determined from time to time at the request of
City, but not more frequently than once every three (3) years.
(4) Developer shall notify City immediately in the case of damage exceeding
$50,000 in amount to, or destruction of, the Building including Minimum
Improvements or any portion thereof resulting from fire or other casualty. Net
proceeds of any such insurance (Net Proceeds), shall be paid directly to Developer
as its interests may appear, and Developer shall forthwith repair, reconstruct and
restore the Building including Minimum Improvements to substantially the same or
an improved condition or value as they existed prior to the event causing such
damage and, to the extent necessary to accomplish such repair, reconstruction
and restoration, Developer shall apply the Net Proceeds of any insurance relating
to such damage received by Developer to the payment or reimbursement of the
costs thereof, subject, however, to the terms of any mortgage encumbering title to
the Property (as its interests may appear). Developer shall complete the repair,
reconstruction and restoration of Minimum Improvements whether or not the Net
Proceeds of insurance received by Developer for such purposes are sufficient.
5.7 Preservation of Propertv. During the term of this Agreement, Developer shall
maintain, preserve and keep, or cause others to maintain, preserve and keep, the Building
including Minimum Improvements in good repair and working order, ordinary wear and
tear excepted, and from time to time shall make all necessary repairs, replacements,
renewals and additions.
5.8 Non-Discrimination. In carrying out the project, Developer shall not discriminate
against any employee or applicant for employment because of race, religion, color, sex,
sexual orientation, gender identity, national origin, age or disability.
5.9 Conflict of Interest. Developer agrees that no member, officer or employee of City,
or its designees or agents, nor any consultant or member of the governing body of City,
and no other public official of City who exercises or has exercised any functions or
responsibilities with respect to the project during his or her tenure, or who is in a position
to participate in a decision-making process or gain insider information with regard to the
project, shall have any interest, direct or indirect, in any contract or subcontract, or the
proceeds thereof, for work to be performed in connection with the project, or in any
activity, or benefit therefrom, which is part of this project at any time during or after such
person's tenure. In connection with this obligation, Developer shall have the right to rely
upon the representations of any party with whom it does business and shall not be
obligated to perform any further examination into such party's background.
5.10 Non-Transferabilitv. Until such time as the Minimum Improvements are complete
(as certified by City under Section 2.5), this Agreement may not be assigned by Developer
nor may the Property be transferred by Developer to another party without the prior written
consent of City, which shall not be unreasonably withheld. Thereafter, Developer shall
have the right to assign this Agreement and upon assumption of the Agreement by the
11
assignee, Developer shall no longer be responsible for its obligations under this
Agreement.
5.11 No chanae in Tax Classification. Developer agrees that it will not take any action
to change, or otherwise allow, the classification of the Property for property tax purposes
to become other than residential property and to be taxed as such under lowa law.
5.12 Restrictions on Use. Developer agrees for itself, and its successors and assigns,
and every successor in interest to the Property or any part thereof that they, and their
respective successors and assigns, shall:
(1) Devote the Property to, and only to and in accordance with, the uses
specified in the Urban Renewal Plan (and City represents and agrees that use of
the Property as an event center association, is in full compliance with the Urban
Renewal Plan) (however, Developer shall not have any liability to City to the extent
that a successor in interest shall breach this covenant and City shall seek
enforcement of this covenant directly against the party in breach of same); and
(2) Not discriminate upon the basis of race, religion, color, sex, sexual
orientation, gender identity, national origin, age or disability in the sale, lease,
rental, use or occupancy of the Property or any improvements erected or to be
erected thereon, or any part thereof (however, Developer shall not have any
liability to City to the extent that a successor in interest shall breach this covenant
and City shall seek enforcement of this covenant directly against the party in
breach of same).
5.13 Release and Indemnification Covenants.
(1) Developer releases City and the governing body members, officers, agents,
servants and employees thereof (hereinafter, for purposes of this Section, the
Indemnified Parties) from and covenants and agrees that the Indemnified Parties
shall not be liable for, and agrees to indemnify, defend and hold harmless the
Indemnified Parties against any loss or damage to property or any injury to or death
of any person occurring at or about or resulting from any defect in the Building
including Minimum Improvements.
(2) Except for any gross negligence, willful misrepresentation or any willful or
wanton misconduct or any unlawful act of the Indemnified Parties, Developer
agrees to protect and defend the Indemnified Parties, now or forever, and further
agrees to hold the Indemnified Parties harmless, from any claim, demand, suit,
action or other proceedings whatsoever by any person or entity whatsoever arising
or purportedly arising from (1) any violation of any agreement or condition of this
Agreement (except with respect to any suit, action, demand or other proceeding
brought by Developer against City based on an alleged breach of any
representation, warranty or covenant of City under this Agreement and/or to
enforce its rights under this Agreement); or (2) the acquisition, construction,
12
installation, ownership, and operation of the Building including Minimum
Improvements or (3) the condition of the Property and any hazardous substance
or environmental contamination located in or on the Property, caused and
occurring after Developer takes possession of the Property.
(3) The Indemnified Parties shall not be liable to Developer for any damage or
injury to the persons or property of Developer or its officers, agents, seroants or
employees or any other person who may be on, in or about the Building including
Minimum Improvements due to any act of negligence of any person, other than
any act of negligence on the part of any such Indemnified Party or its officers,
agents, servants or employees.
(4) All covenants, stipulations, promises, agreements and obligations of City
contained herein shall be deemed to be the covenants, stipulations, promises,
agreements and obligations of City, and not of any governing body member,
officer, agent, servant or employee of City in their individual capacity thereof.
(5) The provisions of this Section shall survive the termination of this
Agreement
5.14 Compliance with Laws. Developer shall comply with all laws, rules and regulations
relating to its businesses, other than laws, rules and regulations the failure to comply with
or the sanctions and penalties resulting therefrom, would not have a material adverse
effect on the business, property, operations, financial or otherwise, of Developer.
SECTION 6. EVENTS OF DEFAULT AND REMEDIES.
6.1 Events of Default Defined. The following shall be Events of Default under this
Agreement and the term Event of Default shall mean, whenever it is used in this
Agreement, any one or more of the following events:
(1) Failure by Developer to pay or cause to be paid, before delinquency, all real
property taxes assessed with respect to the Building including Minimum
Improvements and the Property.
(2) Failure by Developer to cause the construction of the Minimum
Improvements to be commenced and completed pursuant to the terms, conditions
and limitations of this Agreement.
(3) Transfer of any interest by Developer of the Building including Minimum
Improvements in violation of the provisions of this Agreement prior to the issuance
of the final Certificate of Completion.
(4) Failure by Developer or City to substantially observe or perform any other
material covenant, condition, obligation or agreement on its part to be observed or
performed under this Agreement.
13
6.2. Remedies on Default bv Developer. Whenever any Event of Default referred to in
Section 6.1 of this Agreement occurs and is continuing, City, as specified below, may take
any one or more of the following actions after the giving of written notice by City to
Developer (and the holder of any mortgage encumbering any interest in the Property of
which City has been notified of in writing) of the Event of Default, but only if the Event of
Default has not been cured within sixty (60) days following such notice, or if the Event of
Default cannot be cured within sixty (60) days and Developer does not provide
assurances to City that the Event of Default will be cured as soon as reasonably possible
thereafter:
(1) City may suspend its performance under this Agreement until it receives
assurances from the defaulting party, deemed adequate by City, that the defaulting
party will cure its default and continue its performance under this Agreement;
(2) Until the Closing Date, City may cancel and rescind this Agreement;
(3) City may withhold the Certificate of Completion; or
(4) City may take any action, including legal, equitable or administrative action,
which may appear necessary or desirable to collect any payments due under this
Agreement or to enforce performance and observance of any obligation,
agreement, or covenant under this Agreement.
6.3 No Remedv Exclusive. No remedy herein conferred upon or reserved to City is
intended to be exclusive of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement or now or hereafter existing at law or in equity or by statute. No
delay or omission to exercise any right or power accruing upon any default shall impair
any such right or power or shall be construed to be a waiver thereof, but any such right
and power may be exercised from time to time and as often as may be deemed expedient.
6.4 No Implied Waiver. In the event any agreement contained in this Agreement
should be breached by any party and thereafter waived by any other party, such waiver
shall be limited to the particular breach so waived and shall not be deemed to waive any
other concurrent, previous or subsequent breach hereunder.
6.5 Aqreement to Pav Attornevs' Fees and Expenses. If any action at law or in equity,
including an action for declaratory relief or arbitration, is brought to enforce or interpret
the provisions of this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees and costs of litigation from the other party. Such fees and
costs of litigation may be set by the court in the trial of such action or by the arbitrator, as
the case may be, or may be enforced in a separate action brought for that purpose. Such
fees and costs of litigation shall be in addition to any other relief that may be awarded.
14
6.6 Remedies on Default bv Citv. If City defaults in the performance of this Agreement,
Developer may take any action, including legal, equitable or administrative action that
may appear necessary or desirable to collect any payments due under this Agreement,
to recover expenses of Developer, or to enforce performance and observance of any
obligation, agreement, or covenant of City under this Agreement. Developer may
suspend its performance under this Agreement until it receives assurances from City,
deemed adequate by Developer, that City will cure its default and continue its
performance under this Agreement.
SECTION 7. GENERAL TERMS AND PROVISIONS.
7.1 Notices and Demands. Whenever this Agreement requires or permits any notice
or written request by one party to another, it shall be deemed to have been properly given
if and when delivered in person or three (3) business days after having been deposited in
any U.S. Postal Service and sent by registered or certified mail, postage prepaid,
addressed as follows:
If to Developer: Three Amigos, LLC
Bart Nies, P.E., Member
875 S. Chestnut Street
Platteville, WI 53818
Phone: (608) 348-5355
With copy to: Mr. Mark Willging
Fuerste, Carew, Juergens & Sudmeier, P.C.
890 Main Street, Suite 200
Dubuque, lA 52001-6840
(563) 556-4011
If to City: City Manager
50 W. 13th Street
Dubuque, lowa 52001
Phone: (563) 589-4110
Fax: (563) 589-4149
With copy to: City Attorney
City Hall
50 W. 13�h Street
Dubuque IA 52001
Or at such other address with respect to either party as that party may, from time to time
designate in writing and forward to the other as provided in this Section.
7.2 Bindinq Effect. This Agreement shall be binding upon and shall inure to the benefit
of City and Developer and their respective successors and assigns.
15
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7.3 Termination Date. This Agreement and the rights and obligations of the parties ;j
hereunder shall terminate on June 1, 2031 (the Termination Date). ,i
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7.4 Execution Bv Facsimile. The parties agree that this Agreement may be transmitted
between them by facsimile machine or electronic transmission. The parties intend that ,�
the faxed or electronic transmission signatures constitute original signatures and that a �
faxed or electronically transmitted Agreement containing the signatures (original, faxed ��
or electronically transmitted) of all the parties is binding on the parties. !
i'
ii
7.5 Memorandum of Development Aqreement. City shall promptly record a '1
Memorandum of Development Agreement in the form attached hereto as Exhibit D in the ,�
office of the Recorder of Dubuque County, lowa. Developer shall pay the costs for so ;
recording. '�
;
,,
IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in ;�
its name and behalf by its Mayor and attested to by its City Clerk and Developer has !I
caused this Agreement to be duly executed on or as of the first above written. %i
CITY OF DUBUQUE, IOWA THREE AMIGOS, LLC
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By B 4
Roy D. Buol, Mayor Bart Nies, P.E. Member i�
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Attest: �
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Kevin S. Firnstahl I'
City Clerk �
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(City Seal)
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
On this day of 20_, before me the undersigned, a Notary
Public in and for the said County and State, personally appeared Roy D. Buol and Kevin
S. Firnstahl, to me personally known, who, being by me duly sworn, did say that they are
the Mayor and City Clerk, respectively, of the City of Dubuque, lowa, a municipal
corporation executing the instrument to which this is attached; that the seal affixed hereto
is the seal of said municipal corporation; that said instrument was signed and sealed on
behalf of the City of Dubuque, lowa, by authority of its City Council; and that said Mayor
and City Clerk acknowledged the execution of said instrument to be the voluntary act and
deed of said City, by it and by them voluntarily executed.
Notary Public
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
On this day of 20 , before me the undersigned, a Notary
Public in and for the State of lowa, personally appeared Bart Nies, to me personally
known, who, being by me duly sworn, did say that he is the Member of Three Amigos,
LLC, the domestic limited liability company executing the instrument to which this is
attached and that as said Member of Three Amigos, LLC acknowledges the execution of
said instrument to be the voluntary act and deed of said company, by it and by him, an
individual, voluntarily executed.
Notary Public
17
LIST OF EXHIBITS
EXHIBIT A — City Attorney Certificate
EXHIBIT B — Opinion of Developer Counsel
EXHIBIT C — City Certificate
EXHIBIT D — Memorandum of Development Agreement
EXHIBIT E — Urban Renewal Plan
EXHIBIT F — Certificate of Completion
EXHIBIT G — Planning and Design Grant
EXHIBIT H — Financial Consultant Grant
18
EXHIBIT A
CITY ATTORNEY'S CERTIFICATE
19
Dubuque
Barry A.Lindalil,Esq. THE CITY OF �
Senior Counsel u.,y��{o p�
Suite 33Q Hubor View Place ��L L I I I I I''
300 Main Sheet
Dubuque,Iowa 52001-6944
(563)583-4113 office ,��.2012
(563)583-1040 fax I�/IGi6tQ?'�122C2071 f}1L' MdSS1S81�1�71 znia�zni�
balesa(cilcitvofdubuaue.ore
Office Hours: 8:00 AM—5:00 PM,T-W-Th
8:00 AM—12:00 PM,F
(DATE)
RE:
Dear �
I have acted as counsel for the City of Dubuque, lowa, in connection with the execution
and delivery of a certain Development Agreement between
(Developer) and the City of Dubuque, lowa (City) dated for reference purposes the _
day of , 20_.
The City has duly obtained all necessary approvals and consents for its execution,
delivery and performance of this Agreement and has full power and authority to
execute, deliver and perform its obligations under this Agreement, and to the best of my
knowledge, the representations of the City Manager in his letter dated the _ day of
, 20_, are correct.
Very sincerely,
Barry A. Lindahl, Esq.
Senior Counsel
BAL:tIs
zo
EXHIBIT B
OPINION OF DEVELOPER'S COUNSEL
21
Mayor and City Councilmembers
City Hall
13�h and Central Avenue
Dubuque IA 52001
Re: Development Agreement Between the City of Dubuque, lowa and
Dear Mayor and City Councilmembers:
We have acted as counsel for , (Developer) in connection
with the execution and delivery of a certain Development Agreement (Development
Agreement) between Developer and the City of Dubuque, lowa ("City") dated for
reference purposes the _ day of , 20_
We have examined the original certified copy, or copies otherwise identified to our
satisfaction as being true copies, of the Development Agreement and such other
documents and records as we have deemed relevant and necessary as a basis for the
opinions set forth herein.
Based on the pertinent law, the foregoing examination and such other inquiries as
we have deemed appropriate, we are of the opinion that:
1 . Developer is a corporation organized and existing under the laws of the
State of lowa and has full power and authority to execute, deliver and perform in full
Development Agreement. The Development Agreement has been duly and validly
authorized, executed and delivered by Developer and, assuming due authorization,
execution and delivery by City, is in full force and effect and is valid and legally binding
instrument of Developer enforceable in accordance with its terms, except as the same
may be limited by bankruptcy, insolvency, reorganization or other laws relating to or
affecting creditors' rights generally.
2. The execution, delivery and performance by Developer of the Development
Agreement and the carrying out of the terms thereof, will not result in violation of any
provision of, or in default under, the articles of incorporation and bylaws of Developer,
any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree,
order, statute, rule, regulation or restriction to which Developer is a party or by which
Developer's property is bound or subject.
3. There are no actions, suits or proceedings pending or threatened against or
affecting Developer in any court or before any arbitrator or before or by any governmental
body in which there is a reasonable possibility of an adverse decision which could
materially adversely affect the business (present or prospective), financial position or
results of operations of Developer or which in any manner raises any questions affecting
the validity of the Agreement or the Developer's ability to perform Developer's obligations
thereunder.
22
Very truly yours,
23
EXHIBIT C
CITY CERTIFICATE
24
Du6uque
THE CIIY OF � cry��ay�rs off��
c� xau
DUB E 'I I I�� 50We5�13�S�ree�
Dubuque,Iowa 52001 1864
(563)�94110 office
(563)�94149 hx
zoo�-z°ix �rym���ryoea�e�q�eo�g
Maste�rpiece on the Mississippi zo,,.z�„
(DATE)
Dear
I am the City Manager of the City of Dubuque, lowa and have acted in that capacity in
connection with the execution and delivery of a certain Development Agreement between
(Developer) and the City of Dubuque, lowa (City) dated for reference
purposes the_ day of , 20_
On behalf of the City of Dubuque, I hereby represent and warrant to Developer that:
(1) City has duly obtained all necessary approvals and consents for its
execution, delivery and performance of this Agreement and that it has full power
and authority to execute, deliver and perform its obligations under this Agreement.
City's attorney shall issue a legal opinion to Developer attime of closing confirming
the representation contained herein.
(2) City shall exercise its best efforts to cooperate with Developer in the
development process.
(3) City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and prompt fashion.
(4) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in conflict
with, or result in a violation or breach of, the terms, conditions or provisions of the
charter of City, any evidence of indebtedness, agreement or instrument of
whatever nature to which City is now a party or by which it or its property is bound,
or constitute a default under any of the foregoing.
(5) There are no actions, suits or proceedings pending or threatened against or
affecting City in any court or before any arbitrator or before or by any governmental
body in which there is a reasonable possibility of an adverse decision which could
materially adversely affect the financial position or operations of City or which
25
affects the validity of the Agreement or City's ability to perform its obligations under
this Agreement.
(6) No ordinance or hearing is now or before any local governmental body that
either contemplates or authorizes any public improvements or special tax levies,
the cost of which may be assessed against the Property. To the best of City's
knowledge, there are no plans or efforts by any government agency to widen,
modify, or re-align any street or highway providing access to the Property and there
are no pending or intended public improvements or special assessments affecting
the Property which will result in any charge or lien be levied or assessed against
the Property.
(7) The representations and warranties contained in this article shall be correct
in all respects on and as of the Closing Date with the same force and effect as if
such representations and warranties had been made on and as of the Closing
Date.
Sincerely,
Michael C. Van Milligen
City Manager
MCVM:jh
26
EXHIBIT D
MEMORANDUM OF DEVELOPMENTAGREEMENT
27
Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
MEMORANDUM OF DEVELOPMENTAGREEMENT
A Development Agreement by and among the City of Dubuque, lowa, an lowa municipal
corporation, of Dubuque, lowa, of Dubuque, lowa, and was
made regarding the following described premises:
W 45' CITY LOT 399 & W 45' - N 1/2 - CITY LOT 400
The Development Agreement is dated for reference purposes the day of
, 20 , and contains covenants, conditions, and restrictions concerning the
sale and use of said premises.
This Memorandum of Development Agreement is recorded for the purpose of
constructive notice. In the event of any conflict between the provisions of this
Memorandum and the Development Agreement itself, executed by the parties, the terms
and provisions of the Development Agreement shall prevail. A complete counterpart of
the Development Agreement, together with any amendments thereto, is in the possession
of the City of Dubuque and may be examined at its offices as above provided.
Dated this_ day of , 20_.
CITY OF DUBUQUE, IOWA
By
Roy D. Buol, Mayor
Attest:
Kevin S. Firnstahl, City Clerk
2a
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
On this _day of , 20 , before me, a Notary Public in and for the State of
lowa, in and for said county, personally appeared Roy D. Buol and Kevin S. Firnstahl, to
me personally known, who being by me duly sworn did say that they are the Mayor and
City Clerk, respectively of the City of Dubuque, a Municipal Corporation, created and
existing under the laws of the State of lowa, and that the seal affixed to said instrument
is the seal of said Municipal Corporation and that said instrument was signed and sealed
on behalf of said Municipal corporation by authority and resolution of its City Council and
said Mayor and City Clerk acknowledged said instrument to be the free act and deed of
said Municipal Corporation by it voluntarily executed.
Notary Public, State of lowa
DEVELOPER
By
Bart Nies, P.E.
Member
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
On this day of 20 , before me the undersigned, a Notary
Public in and for the State of lowa, personally appeared Bart Nies, to me personally
known, who, being by me duly sworn, did say that he is the Member of Three Amigos,
LLC, the domestic limited liability company executing the instrument to which this is
attached and that as said Member of Three Amigos, LLC acknowledges the execution of
said instrument to be the voluntary act and deed of said company, by it and by him, an
individual, voluntarily executed.
Notary Public, State of lowa
29
EXHIBIT E
URBAN RENEWAL PLAN
(on file in City Clerk's office, 50 W. 13�h Street, Dubuque, IA 52001)
30
EXHIBIT F
CERTIFICATE OF COMPLETION
31
CERTIFICATE OF COMPLETION
WHEREAS, the City of Dubuque, lowa, a municipal corporation (City)), has
granted incentives to DEVELOPER (Developer), in accordance with a Development
Agreement dated as of [Date] (Agreement), certain real property located within the
Greater powntown Urban Renewal District of the Grantor and as more particularly
described as follows:
W 45' CITY LOT 399 & W 45' - N 1/2 - CITY LOT 400
(Development Property); and
WHEREAS, said Agreement incorporated and contained certain covenants and
conditions with respect to the rehabilitation of the Development Property, and obligated
Developerto construct certain Minimum Improvements (as defined therein) in accordance
with the Agreement; and
WHEREAS, Developer has to the present date performed said covenants and
conditions insofar as they relate to the construction of the Minimum Improvements in a
manner deemed sufficient by City to permit the execution and recording of this
certification; and
NOW, THEREFORE, pursuant to Section 2.5 of the Agreement, this is to certify
that all covenants and conditions of the Agreement with respect to the obligations of
Developer, and its successors and assigns, to construct the Minimum Improvements on
the Development Property have been completed and performed by Developer to the
satisfaction of City and such covenants and conditions are hereby satisfied.
The County Recorder of Dubuque County is hereby authorized to accept for recording
and to record the filing of this instrument, to be a conclusive determination of the
satisfaction of the covenants and conditions as set forth in said Agreement, and that the
Agreement shall otherwise remain in full force and effect.
(SEAL) CITY OF DUBUQUE, IOWA
By:
Mike Van Milligen, City Manager
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
32
On this _day of , 20 , before me, the undersigned, a Notary
Public in and for the State of lowa, personally appeared and
acknowledged said execution of the instrument to be his/her voluntary act and deed.
Notary Public in and for
Dubuque County, lowa
33
EXHIBIT G
PLANNING AND DESIGN GRANT
34
PLANNING & DESIGN GRANT INFORMATION
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oe zwxmea oy me cMm Quxuryma �role�ss �o omet me zcmzi
pmdevelapment msh. �Fbmple: SBi50] In ellglble pmlect
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EXHIBIT H
FINANCIAL CONSULTANT GRANT
36
FINANCIAL CONSULTANT GRANT INFORMATION
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mz.im�m a�s,000 eam.l
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• asw�m
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• mmseamsnzuoo�euzea�eoperc��tmvelorm�eipmle��costc
• mereneematio�prolenm�:�mwmpie�mmrmeFina�naico�:wameam
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a�no ore�eiieea msn
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i���uo� ora mmpie�a p�olea
3�
CITY OF DUBUQUE, IOWA
OFFICIAL NOTICE
NOTICE OF PUBLIC HEARING ON DEVELOPMENT AGREEMENT AND
AUTHORIZING URBAN RENEWAL TAX INCREMENT REVEUE OBLIGATIONS FOR
THREE AMIGOS, LLC
NOTICE IS HEREBY GIVEN that the Dubuque City Council will conduct a public hear-
ing at a meeting to commence at 6:00 p.m. on Monday, April 15, 2019, in the Historic
Federal Building, second-floor Council Chambers, 350 W. 6�h Street, Dubuque, for the
purpose of taking action on the matter of approving the Development Agreement with
Three Amigos, LLC and authorizing Urban Renewal Tax Increment Revenue obliga-
tions, the proceeds of which obligations will be used to carry out certain of the special
financing activities described in the Amended and Restated Urban Renewal Plan for the
Greater powntown Urban Renewal District.
Copies of supporting documents for the public hearing are on file in the City Clerk's Of-
fice, City Hall, 50 W. 13�h St., Dubuque, lowa, and may be viewed during normal work-
ing hours.
Written comments regarding the above public hearings may be submitted to the City
Clerk's Office, 50 W. 13�h St., Dubuque, IA 52001 , on or before said time of public hear-
ing. At said time and place of public hearings all interested citizens and parties will be
given an opportunity to be heard for or against said proposal.
Any visual- or hearing-impaired persons needing special assistance or persons with
special accessibility needs should contact the City Clerk's Office at (563) 589-4100 or
TDD (563) 690-6678 at least 48 hours prior to the meeting.
Published by order of the City Council given on the 1 st day of April 2019.
Kevin S. Firnstahl, CMC
City Clerk
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