Development Agreement with Klauer Manufacturing Co_Urban Renewal Tax Increment Revenue Grant Obligations_HearingCity of Dubuque
City Council Meeting
Public Hearings # 1.
Copyrighted
February 7, 2022
ITEM TITLE: Resolution Approving a Development Agreement between the City of
Dubuque, Iowa and Klauer Manufacturing Company for the Issuance of
Urban Renewal Tax Increment Revenue Grant Obligations Pursuant to
the Development Agreement
SUMMARY: Proof of publication on notice of public hearing to consider City Council
adoption of a resolution approving a Development Agreement between
the City of Dubuque, Iowa and Klauer Manufacturing Company providing
for the issuance of Urban Renewal Tax Increment Revenue Grant
Obligations, and City Manager recommending approval.
RESOLUTION Approving a Development Agreement between the City
of Dubuque and Klauer Manufacturing Company, including the proposed
issuance of Urban Renewal Tax Increment Revenue Grant Obligations to
Klauer Manufacturing Company
SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
Description
Development Agreement with Klauer Manufacturing-
MVM Memo
Staff Memo
Resolution
Development Agreement
Proof of Publication
Klauer Presentation —Added 2.7.22
Type
City Manager Memo
Staff Memo
Resolutions
Supporting Documentation
Supporting Documentation
Supporting Documentation
THE CITY
DUOF
B TEE
Masterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
Dubuque
All -America City
IN
2007.2012.2013
2017*2019
SUBJECT: Resolution Approving a Development Agreement between the City of
Dubuque, Iowa and Klauer Manufacturing Company for the Issuance of
Urban Renewal Tax Increment Revenue Grant Obligations Pursuant to the
Development Agreement
DATE: February 1, 2022
Economic Development Director Jill Connors is recommending City Council adopt a
resolution approving a Development Agreement between the City of Dubuque, Iowa and
Klauer Manufacturing Company providing for the issuance of Urban Renewal Tax
Increment Revenue Grant Obligations.
The key elements of the Development Agreement include the following:
1. The Developer must construct a building of not less than 73,000 square feet
with a cost of approximately $10,000,000.
2. Klauer Manufacturing Company must retain its current 151 full-time positions
at the current facilities and create 16 new jobs at the current facilities or the
new expansion by January 1, 2024. The 167 jobs must be retained through
the term of the Development Agreement.
3. Klauer Manufacturing Company must be awarded state tax incentives
4. Klauer Manufacturing Company will receive 10 years of tax increment
financing incentives in the form of semi-annual rebates. These incentives are
calculated in relation to the number of jobs committed in the Development
Agreement. Tax increment financing incentives are not estimated to exceed
$1,587,632.
Approval of the Development Agreement and issuance of Urban Renewal Tax
Increment Revenue Grant Obligations will further the City Council's goal of creating a
robust local economy.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Y
Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jill Connors, Economic Development Director
Dubuque Economic Development
Department
THE CITY OF ' 50 West 131h Street
All•AmerieaNy Dubuque, Iowa 52001-4864
DUB &http://www.cityofdubuque.org
E
1111.
Office (563) 589-4393
TTY (563) 690-6678
f '
2007*2012.2013
Masterpiece on the Mississippi 2017*2019
TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
SUBJECT: Resolution Approving a Development Agreement between the City of
Dubuque, Iowa and Klauer Manufacturing Company for the Issuance
of Urban Renewal Tax Increment Revenue Grant Obligations
Pursuant to the Development Agreement
DATE: February 1, 2022
INTRODUCTION
This memorandum presents for the City Council consideration and action the attached
resolution approving a Development Agreement between the City of Dubuque, Iowa and
Klauer Manufacturing Company providing for the issuance of Urban Renewal Tax
Increment Revenue Grant Obligations.
BACKGROUND
Klauer Manufacturing Company was formed in 1870. The Company was formed by
Peter Klauer to produce sheet metal products. Klauer is a leading manufacturer of
premium sheet metal building products. End markets include residential roofing
accessories, residential siding and soffit as well as metal building components for the
agricultural and light commercial building markets.
Growing out of a hardware and tin shop, Klauer Manufacturing Company has a history
of sustainable evolution based on a commitment to providing the highest -quality
products possible. Klauer Manufacturing Company currently employs 150 individuals
across two Dubuque facilities totaling 250,000 square feet.
DISCUSSION
Klauer Manufacturing Company intends to construct a 73,000 square foot expansion to
their existing facility located in the Kerper Industrial Park. The expansion, estimated to
cost approximately $14 Million between building construction and machinery, is required
to satisfy company growth in existing product lines which will be sold to new and
existing customers. The project is anticipated to begin in the Spring of 2022.
In addition to the physical improvements, Klauer manufacturing Company has
committed to the creation of sixteen (16) full time equivalent jobs.
The key elements of the Development Agreement include the following:
1. The Developer must construct a building of not less than 73,000 square feet
with a cost of approximately $10,000,000.
2. Klauer Manufacturing Company must retain its current 151 full-time positions
at the current facilities and create 16 new jobs at the current facilities or the
new expansion by January 1, 2024. The 167 jobs must be retained through
the term of the Development Agreement.
3. Klauer Manufacturing Company must be awarded state tax incentives
4. Klauer Manufacturing Company will receive 10 years of tax increment
financing incentives in the form of semi-annual rebates. These incentives are
calculated in relation to the number of jobs committed in the Development
Agreement. Tax increment financing incentives are not estimated to exceed
$1,587,632.
Approval of the Development Agreement and issuance of Urban Renewal Tax
Increment Revenue Grant Obligations will further the City Council's goal of creating a
robust local economy.
RECOMMENDATION/ ACTION STEP
I recommend the City Council adopt the attached resolution approving a Development
Agreement between the City of Dubuque, Iowa and Klauer Manufacturing Company
providing for the issuance of Urban Renewal Tax Increment Revenue Grant Obligations.
Prepared by: Jill Connors, Economic Development, 50 W. 13" Street, Dubuque IA 52001, 563 589-4393
Return to: Jill Connors, Economic Development, 50 W. 131" Street, Dubuque IA 52001, 563 589-4393
RESOLUTION NO. 51-22
APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE
AND KLAUER MANUFACTURING COMPANY, INCLUDING THE PROPOSED
ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE GRANT
OBLIGATIONS TO KLAUER MANUFACTURING COMPANY
WHEREAS, Klauer Manufacturing Company is the owner of the following
described real property:
Lots 8 and 9 in Block 1 in "River Front Subdivision No. 5" in the City of Dubuque,
Iowa, subject to all existing easements for waterlines, sewer lines and for utilities,
together with and subject top right of ingress and egress repair, inspect and
maintain the same;
Lot 2 of Lot 1 of Block 1 in "Riverfront Subdivision No. 5" consisting of 0.223 acres,
more or less, all in the City of Dubuque, Iowa according to the recorded plats
thereof, together with and subject to all existing easements to public utilities and
together with right of ingress and egress therefrom to repair and maintain the
same;
Lots 6 and 7 in Block 1, in of "River Front Subdivision No. 5", in the City of Dubuque,
Iowa, according to the recorded plats thereof. Subject to easements of record;
Lot 2 of Subdivision of Lot 1 of Lot 1 of Lot 1, Block 1 "Riverfront Subdivision #5",
in the City of Dubuque, Iowa;
; and
Lot 5, in Block 1, in `River Front Subdivision No. 5" in the City of Dubuque, Iowa,
according to the recorded plat thereof, subject to easements of record
(the Property); and
WHEREAS, the City Council, by Resolution No. 27-22, dated January 18, 2022,
declared its intent to enter into a Development Agreement with Klauer Manufacturing
Company pursuant to which Klauer Manufacturing Company will construct on the
Property certain Minimum Improvements described in the Development Agreement; and
WHEREAS, the Development Agreement includes the issuance of Urban Renewal
Tax Increment Revenue Obligations to Klauer Manufacturing Company payable from the
tax increment revenues collected in respect of the Improvements to be constructed by
Klauer Manufacturing Company in accordance with the Development Agreement; and
WHEREAS, pursuant to published notice, a public hearing was held on the proposed
Development Agreement on February 7, 2022 at 6:30 p.m. by virtual means; and
WHEREAS, it is the determination of the City Council that the approval of the
Development Agreement for redevelopment of the Property by Klauer Manufacturing
Company, according to the terms and conditions set out in the Development Agreement, is
in the public interest of the City of Dubuque.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
SECTION 1. That the Development Agreement between the City of Dubuque and
Klauer Manufacturing Company, a copy of which is attached hereto, including the issuance
of Urban Renewal Tax Increment Revenue Obligations, is hereby approved.
SECTION 2. That the Mayor is hereby authorized and directed to execute the
Development Agreement on behalf of the City of Dubuque and the City Clerk is authorized
and directed to attest to his signature.
SECTION 3. That the City Manager is authorized to take such actions as are
necessary to comply with the terms of the Development Agreement as herein approved.
Passed, approved and adopted this 7th day of February, 2022.
:. • ..r.1(. •
Attest:
W: �. be/ ' `i !LV W.!/VIJJ l
Adrienne N. Breitfelder, City Clerk
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
KLAUER MANUFACTURING COMPANY
This Development Agreement (Agreement), dated for reference purposes the 12th
day of January, 2022 is made and entered into by and between the City of Dubuque, Iowa,
a municipality (City), established pursuant to the Iowa Code and acting under authorization
of Iowa Code Chapter 403, as amended (Urban Renewal Act), and Klauer Manufacturing
Company (Developer), an Iowa limited liability company with its principal place of business
in Dubuque, Iowa.
WHEREAS, Developer is the owner of the following described real estate (the
Property), said legal descriptions to be reviewed and approved by Developer and City on or
before the Closing Date:
Lots 8 and 9 in Block 1 in "River Front Subdivision No. 5" in the City of
Dubuque, Iowa,
subject to all existing easements for waterlines, sewer lines and for utilities,
together with and subject top right of ingress and egress repair, inspect and
maintain the same;
Lot 2 of Lot 1 of Block 1 in "Riverfront Subdivision No. 5" consisting of 0.223
acres, more or less, all in the City of Dubuque, Iowa according to the
recorded plats thereof, together with and subject to all existing easements to
public utilities and together with right of ingress and egress therefrom to
repair and maintain the same;
Lots 6 and 7 in Block 1, in of "River Front Subdivision No. 5", in the City of
Dubuque, Iowa, according to the recorded plats thereof. Subject to
easements of record;
Lot 2 of Subdivision of Lot 1 of Lot 1 of Lot 1, Block 1 "Riverfront Subdivision
#5", in the City of Dubuque, Iowa subject to the following conditions:
The City of Dubuque reserves the right to itself the perpetual
and assignable right of easements and to and above described
property for the purpose of entering thereon to maintain, repair
or operate, patrol and replace existing flood control levee,
including all appurtenances thereto, and further including the
right to clear, cut, fill, remove and dispose of any and all
timbers, trees, underbrush, buildings, improvements and other
obstructions therefrom, all of the above shall be at the expense
of the City of Dubuque except the City of Dubuque shall have
no responsibility to pay for the maintenance or replacement of
01112022ba1
any hard surfaces.
The owner or assignee further covenants and agrees not to
cause or permit construction of any improvements of building
upon the above described real estate provided the owner may
grade, pave, seed or landscape said area and may erect,
install, maintain and repair and replace a security fence along
and within the boundary of the subject are for the purpose of
establishing a security perimeter around the owner's facilities
and adjoining property. Owner further agrees that any security
fence erected within the area shall be provided with operable
gates of not less than 12 feet opening (open width) and located
so as to permit access including vehicular access to the area
from both ends. It shall be the purpose of such gates to provide
the City of Dubuque, Iowa, it agents or assignees to have
perpetual and unimpeded right to access to subject area and to
the flood protection levee. Plans for the erection of said
security fence and for the location of gates shall be submitted
for approval to the City of Dubuque, Iowa prior to the
installation of said fence. It is hereby acknowledged that the
owner or its assignee is permitted to install lockable devices on
the gates on the condition that the City of Dubuque shall be
provided keys or other independent means of access to the
above described real estate.
The City of Dubuque further reserves unto itself the rights to all
existing easements for water lines, sewer lines, and utilities,
together with and subject to the right of ingress and egress to
repair, inspect and maintain the same.
; and
Lot 5, in Block 1, in "River Front Subdivision No. 5'in the City of Dubuque,
Iowa, according to the recorded plat thereof, subject to easements of record.
; and
WHEREAS, the Property is located in the Greater Downtown Urban Renewal District
(the District) which has been so designated by City Council Resolution 271-12 as a slum
and blighted area (the Project Area) defined by Iowa Code Chapter 403 (the Urban
Renewal Law); and
WHEREAS, Developer will make a capital investment including constructing a new
facility, equipment, furniture and fixtures in the Property (the Project); and
WHEREAS, pursuant to Iowa Code Section 403.6(1), and in conformance with the
2
Urban Renewal Plan for the Project Area adopted on May 18, 1967 and last amended on
November 2, 2020, a copy of which is attached hereto as Exhibit A (the Urban Renewal
Plan) City has the authority to enter into contracts and agreements to implement the Urban
Renewal Plan, as amended; and
WHEREAS, the City Council believes it is in the best interests of 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 hereby agree as follows:
SECTION 1. REPRESENTATIONS AND WARRANTIES
1.1 Representations and Warranties of City. 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) 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 at time of closing confirming the
representation contained herein, in the form attached hereto as Exhibit B.
(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.
3
(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.
(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.
1.2 Representations and Warranties of Developer. Developer makes the following
representations and warranties:
(1) Developer is a corporation duly organized and validly existing under the laws
of the State of Iowa, and has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and as presently proposed to
be conducted, and to enter into and perform its 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 a legal opinion to City, at time of
closing, confirming the representations contained herein, in the form attached hereto
as Exhibit C.
(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
Developer's ability to perform its obligations under this Agreement.
0
(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 reasonable commercial 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 Closing. The closing shall take place on the Closing Date which shall be the 1 st day
of March, 2022, or such other date as the parties shall agree in writing but in no event shall
the Closing Date be later than the 31 st day of March, 2022. 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 Closing. 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 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 D.
(2) Developer shall have the right to terminate this Agreement at any time prior to
the Commencement Date set forth in Section 2.3 if Developer determines in its sole
discretion 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
received such other evidence of Developer's financial ability as the reasonable
judgment of 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 C.
1.5 City's Obligations at Closing. 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 thirteen million dollars ($13,000,000) to improve the Property (the Minimum
Improvements). The Minimum Improvements include the construction of a manufacturing
facility and related machinery and furnishings.
2.2 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 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, Iowa. Developer shall submit to City,
for approval by City in City's reasonable discretion, (which approval shall not be
unreasonably refused, conditioned or delayed), 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.
2.3 Timing of Improvements. Developer hereby agrees that construction of the Minimum
Improvements on the Property shall be commenced within one hundred and twenty (120)
days after the Closing Date ("Commencement Date") and shall be substantially completed
by December 31, 2023. The timeframes for Developer's performance of its obligations
under this Agreement shall be suspended due to supply chain issues, unavailability of labor
or materials, or other unavoidable delays including, but not limited to, delays outside of the
control of the Party claiming its occurrence in good faith, delays which are the result of
strikes or labor stoppages or troubles, delays which are caused by COVID-19 (or the next
pandemic) or related shut downs or governmental orders, delays which are caused by
severe or prolonged bad weather, acts of God, fire or other casualty to the Minimum
Improvements or Developer's Property, delays caused by 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 delays which are caused by acts of any federal, state
or local government. Developer's time for performance of any such obligations shall be
extended for the greater of: (i) the length of the delays; and (ii) the impact of such delays on
the ability of Developer to perform such obligations.
2.4 Certificate of Completion. Promptly following the request of Developer upon
completion of the Minimum Improvements, the City Manager shall furnish Developer with
an appropriate instrument certifying so. Such certification (the Certificate of Completion)
9
shall be in recordable form and shall be a conclusive determination of the satisfaction and
termination of the agreements and covenants in this Agreement with respect to the
obligations of Developer to construct the Minimum Improvements.
SECTION 3. CITY PARTICIPATION
3.1 Economic Development Grant to Developer. 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, and subject to
adoption of an Amended and Restated Urban Renewal Plan for the Greater Downtown
Urban Renewal District by no later than the Commencement Date, 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, 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
November 1, 2031
May 1, 2032
November 1, 2032
May 1, 2033
November 1, 2033
May 1, 2034
November 1, 2034
May 1, 2035
pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to a
portion of the tax increment revenues collected by City under Iowa Code Section 403.19
(without regard to any averaging that may otherwise be utilized under Iowa Code Section
403.19 and excluding any interest that may accrue thereon prior to payment to Developer)
during the preceding six (6) month period in respect of the 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 assessed value on January 1,
2022 of $3,333,920 (the Baseline Valuation). City and Developer agree the Property was
assessed on January 1, 2022 as follows:
Parcel 1118209004: Three Million Eleven Thousand Five Hundred Thirty Dollars
($3,011,530).
Parcel 1118209003: Three Hundred Twenty -Two Thousand Three Hundred Ninety
Dollars ($322,390).
The Developer Tax Increments shall not include (i) any property taxes collected for the
payment of bonds and interest of each taxing district, (ii) any taxes for the regular and
voter -approved physical plant and equipment levy, (iii) any taxes for the instructional
7
support levy, (iv) any tax increment revenues collected by City in respect of the Baseline
Valuation of the Property during the term of this Agreement and (v) any other portion
required to be excluded by Iowa law, and thus such incremental taxes will not include all
amounts paid by Developer as regular property taxes.
(1) To fund the Economic Development Grants, City shall certify to the County
prior to December 1, 2024, its request for the available Developer Tax Increments
resulting from the assessments imposed by the County as of January 1 of that year
and each year thereafter until December 1, 2034 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 st and May 1 st of that fiscal year. (Example: upon City's
certification in December, 2024, the Economic Development Grants in respect
thereof would be paid to Developer on November 1, 2025, and May 1, 2026.)
(2) 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 Klauer Manufacturing Company 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 Minimum Improvements and allocated
to the Klauer Manufacturing Company TIF Account to pay the Economic
Development Grants, as and to the extent set forth in Section 3.1 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 Klauer Manufacturing
Company TIF Account (regardless of the amounts thereof) to the payment of the
Economic Development Grants to Developer as and to the extent described in this
Section.
(3) 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 3.1 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.
(4) City's obligations 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 by no later than December 31, 2022.
3.2 City will sponsor and support Developer's application for State of Iowa incentives
including Investment Tax Credits of Six Hundred Sixty -Eight Thousand Two Hundred Fifty
Dollars ($668,250), Sales, Service and Use Tax Refund of Three Hundred Nine Thousand
Four Hundred Fifty Dollars ($309,450) and 260E Job Training Funds in the amount of One
Hundred Seventy -Four Thousand Two Hundred and Eighty -Five Dollars ($174,285).
3.3 This Agreement is contingent upon Developer being awarded City and State tax
incentives referred to in Section 3.2. If such incentives are not received, Developer or City
shall have the right to terminate this Agreement.
3.4 Other than the Economic Development Grants required by Section 3.1, City shall
have no obligation to provide any other funds to Developer.
SECTION 4. NON -APPROPRIATION / LIMITED SOURCE OF FUNDING
4.1 Non -appropriation.
(1) Notwithstanding anything in this Agreement to the contrary, the obligation of
City to pay any installment of the Economic Development Grant 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 under 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 as provided in this Section 4.1(1). 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 to Developer in the next fiscal year under this
Agreement.
(2) In the event the City Council 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 Grant due and payable in that fiscal year, then: i) City
shall have no further obligation to Developer for the payment of all installments
due in the next fiscal year which cannot be paid with the funds then appropriated
for that purpose; and, ii) Developer shall be released from all further obligations
under this Agreement during that same fiscal year.
(3) Each installment of the Economic Development Grant shall be paid by City
solely from funds appropriated for that purpose by the City Council from taxes
levied on the Property that are allocated to the special fund pursuant to Iowa
Code §403.19(2).
4.2 The right of non -appropriation reserved to City in this Section 4.1(1) 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
E
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 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. 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 for the Property:
(1) Developer represents that the number of fulltime equivalent (FTE) employees
employed by Developer within the City of Dubuque, Iowa as of January 1, 2022 is
One Hundred Fifty -One (151). Developer shall create and maintain 16 additional
FTE employees employed by Developer by October 1, 2025 and during the
remaining Term of this Agreement for a total of One Hundred Sixty -Seven (167) FTE
employees within the City of Dubuque, Iowa. FTE employees shall be calculated by
adding fulltime and part-time employees together using 2080 hours per year as an
FTE employee.
(2) For the positions that Developer fails to create, maintain and employ 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 maintained by
this Section 5.1. (For example, if the certification shows 126 FTE on October 1,
2025 the semi-annual Economic Development Grants would be 75% (126/167) of
the allowable Developer Tax Increments received by City which would be paid by
City to Developer. The percentage reduction of the semi-annual Economic Grants
as calculated under this Section shall be the City's sole and exclusive remedy for
the failure of the Developer to meet the job creation requirements in this Agreement.
5.2 Certification. To assist City in monitoring the performance of Developer hereunder,
as of October 1, 2025, 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 within
the City of Dubuque, Iowa, 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
10
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. Such certificate shall be provided not laterthan January 15, 2024,
and by January 15 of each year thereafter. Developer's certification obligations under
this Section 5.2 terminate following the final certification on October 1, 2034 (due by
October 1, 2034).
5.3 The Minimum Improvements shall conform to all city, state and federal codes.
5.4 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 to verify the cost of the Minimum
Improvements 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.
5.5 Real Property Taxes. 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.
5.6 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 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 Iowa Code Chapters 404 and 427, as
amended.
5.7 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%) of the building (including Minimum
Improvements) replacement value when construction is completed. 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 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
11
value of the building (including the Minimum Improvements). 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
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 two
hundred thousand dollars ($200,000) in amount to, or destruction of, the 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 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.
5.8 Preservation of Property. During the term of this Agreement, Developer shall
maintain, preserve and keep, or cause others to maintain, preserve and keep, the Minimum
Improvements in good repair and working order, ordinary wear and tear accepted, and from
time to time shall make all necessary repairs, replacements, renewals and additions.
Nothing in this Section 5.8 or in this Agreement, however, shall limit or otherwise affect
Developer's sole discretion with respect to the means, methods and expenses in carrying
out such maintenance and repairs.
5.9 Non -Discrimination. In carrying out the project, Developer shall not discriminate
against any employee or applicant for employment because of age, color, familial status,
gender identity, marital status, mental/physical disability, national origin, race,
religion/creed, sex, or sexual orientation.
5.10 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
12
representations of any party with whom it does business and shall not be obligated to
perform any further examination into such party's background.
5.11 Non -Transferability. During the term of this Agreement, this Agreement may not be
assigned by Developer nor may any portion of the Property be sold or otherwise transferred
by Developer without prior written consent of City, which shall not be unreasonably
withheld. City has no obligation to consent to any assignment or sale.
5.12 No change 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 commercial property and to be taxed as such under Iowa law.
5.13 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 retail/commercial, 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 age, color, familial status, gender identity,
marital status, mental/physical disability, national origin, race, religion/creed, sex, or
sexual orientation 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).
5.14 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 Minimum Improvements and the
Property.
13
(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 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.
6.2. Remedies on Default by 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 Developer deemed adequate by City, that Developer will cure its
default and continue its performance under this Agreement;
(2) Until the Closing Date, City may cancel and rescind this Agreement;
(3) Until issuance of the Certificate of Completion, City shall be entitled to
recover from Developer the sum of all amounts expended by City in connection with
the funding of the Downtown Rehab Loan/Grant and Economic Development Grant
to Developer and City may take any action, including any legal action it deems
necessary, to recover such amounts from Developer;
(4) City may withhold the Certificate of Completion; or
(5) 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 Remedy Exclusive. Except as otherwise provided in this Agreement, 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
14
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 Agreement to Pay Attorneys' 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.
6.6 Remedies on Default by City. 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
their performance under this Agreement until they receive 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: Klauer Manufacturing Company
Attn: Michael J. Klauer, President
1185 Roosevelt ST EXT
P.O. Box 59
Dubuque IA 52001
Phone: (563) 582.7201
With copy to: O'Connor & Thomas, PC.
Davin C. Curtiss
1000 Main St.
Dubuque, IA 52001
Phone: (563) 557,8400
dcurtiss@octhomaslaw.com
15
If to City: City Manager
50 W. 13th Street
Dubuque, Iowa 52001
Phone: (563) 589.4110
Fax: (563) 589.4149
With copy to: City Attorney
City Hall
50 W. 13t" 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 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit
of City and Developer and their respective successors and assigns.
7.3 Force MaReure. A party shall be excused from its obligations under this Agreement
if and to the extent and during such time as the party is prevented, impeded, or
hindered, unable to perform its obligations or is delayed in doing so due to events or
conditions outside of the party's reasonable control and after the party has taken
reasonable steps to avoid or mitigate such event or its consequences (each a
"Force Majeure Event") including, without limitation in any way, as the result of any
acts of God, war, fire, or other casualty, riot, civil unrest, extreme weather
conditions, terrorism, strikes and/or labor disputes, pandemic, epidemic,
quarantines, government stay-at-home orders, municipal and other government
orders, or other matter beyond the control of such party. Upon the occurrence of a
Force Majeure Event, the party incurring such Force Majeure Event will promptly
give notice to the other party identifying the Force Majeure Event, explaining how it
impacts performance and the estimated duration, identifying the relief requested,
agreeing to limit damages to the other party and to immediately resume
performance upon termination of the Force Majeure Event, and agreeing to
supplement the notice as more information becomes available, and thereafter the
parties shall meet and confer in good faith in order to identify a cure of the condition
affecting its performance as expeditiously as possible. No obligation to make a
payment required by this Agreement is excused by a Force Majeure Event. The
nonperforming party shall not be entitled to any damages or additional payments of
any kind for any such delay.
7.4 Termination Date. This Agreement and the rights and obligations of the parties
hereunder shall terminate on June 1, 2035 (the Termination Date).
7.5 Execution by Facsimile. The parties agree that this Agreement may be transmitted
between them by facsimile machine. The parties intend that the faxed signatures
16
constitute original signatures and that a faxed Agreement containing the signatures
(original or faxed) of all the parties is binding on the parties.
7.6 Memorandum of Development Agreement. City shall promptly record a
Memorandum of Development Agreement in the form attached hereto as Exhibit E
in the office of the Recorder of Dubuque County, Iowa. 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 caused
this Agreement to be duly executed on or as of the first above written.
CITY OF DUBUQUE, IOWA
Brad M. yo6y
Mayor I
Attest:
Adrienne N. Breittelder
City Clerk
KLAUER MANUFACTURING COMPANY
By: '-" .*<y. LA cur
Michael J. Klauer
President
17
LIST OF EXHIBITS
EXHIBIT A — Urban Renewal Plan
EXHIBIT B — City Attorney's Certificate
EXHIBIT C — Opinion of Developer's Counsel
EXHIBIT D — City Certificate
EXHIBIT E — Memorandum of Development Agreement
EXHIBIT A
URBAN RENEWAL PLAN
On file at the Office of the City Clerk, City Hall, 50 West 13th Street, Dubuque, Iowa
19
EXHIBIT B
CITY ATTORNEY'S CERTIFICATE
20
Barry A. Lindahl, Esq.
Senior Counsel
Suite 330, Harbor View Place
300 Main Street
Dubuque, Iowa 52001-6944
(563) 583-4113 office
(563)583-1040 fax
balesq d_cityofdubuque.org
RE:
Dear
Masterpiece on the Mississippi
(DATE)
Dubuque
tmxw cTx; �.Y1r
2007-2012.2013
2017*2019
I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution and
delivery of a certain Development Agreement between
the City of Dubuque, Iowa (City) dated for reference purposes the
20
(Developer) and
day of ,
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.
BAL:tls
Very sincerely,
Barry A. Lindahl, Esq.
City Attorney
21
EXHIBIT C
OPINION OF DEVELOPER'S COUNSEL
22
Mayor and City Councilmembers
City Hall
13th and Central Avenue
Dubuque IA 52001
Re: Development Agreement Between the City of Dubuque, Iowa 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, Iowa ("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 Illinois 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.
23
Very truly yours,
0
EXHIBIT D
CITY CERTIFICATE
M
City Manager's Office
50 West 13' Street
Dubuque, Iowa 52001-4864
(563)589-4110 phone
(563)589-4149 fax
ctym_g__p_c ityofdubuque. org
Masterpiece on the Mississippi
(DATE)
Dear
Dubuque
hi' "
*Neu wa
2007*2012.2013
2017*2019
I am the City Manager of the City of Dubuque, Iowa 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, Iowa (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 at time of closing confirming the
representation contained herein, in the form attached hereto as Exhibit B.
(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
26
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.
MCVM:jh
Sincerely,
Michael C. Van Milligen
City Manager
27
EXHIBIT E
MEMORANDUM OF DEVELOPMENT AGREEMENT
NN
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 DEVELOPMENT AGREEMENT
A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal
corporation, of Dubuque, Iowa, and Klauer Manufacturing Company was made regarding
the following described premises:
Lots 8 and 9 in Block 1 in "River Front Subdivision No. 5" in the City of
Dubuque, Iowa,
subject to all existing easements for waterlines, sewer lines and for utilities,
together with and subject top right of ingress and egress repair, inspect and
maintain the same.
Lot 2 of Lot 1 of Block 1 in "Riverfront Subdivision No. 5" consisting of 0.223
acres, more or less, all in the City of Dubuque, Iowa according to the
recorded plats thereof, together with and subject to all existing easements to
public utilities and together with right of ingress and egress therefrom to
repair and maintain the same.
Lots 6 and 7 in Block 1, in of "River Front Subdivision No. 5", in the City of
Dubuque, Iowa, according to the recorded plats thereof. Subject to
easements of record.
Lot 2 of Subdivision of Lot 1 of Lot 1 of Lot 1, Block 1 "Riverfront Subdivision
#5", in the City of Dubuque, Iowa subject to the following conditions:
The City of Dubuque reserves the right to itself the perpetual and assignable
right of easements and to and above described property for the purpose of
entering thereon to maintain, repair or operate, patrol and replace existing
flood control levee, including all appurtenances thereto, and further including
the right to clear, cut, fill, remove and dispose of any and all timbers, trees,
underbrush, buildings, improvements and other obstructions therefrom, all of
29
the above shall be at the expense of the City of Dubuque except the City of
Dubuque shall have no responsibility to pay for the maintenance or
replacement of any hard surfaces.
The owner or assignee further covenants and agrees not to cause or permit
construction of any improvements of building upon the above described real
estate provided the owner may grade, pave, seed or landscape said area
and may erect, install, maintain and repair and replace a security fence along
and within the boundary of the subject are for the purpose of establishing a
security perimeter around the owner's facilities and adjoining property. Owner
further agrees that any security fence erected within the area shall be
provided with operable gates of not less than 12 feet opening (open width)
and located so as to permit access including vehicular access to the area
from both ends. It shall be the purpose of such gates to provide the City of
Dubuque, Iowa, it agents or assignees to have perpetual and unimpeded
right to access to subject area and to the flood protection levee. Plans for the
erection of said security fence and for the location of gates shall be submitted
for approval to the City of Dubuque, Iowa prior to the installation of said
fence. It is hereby acknowledged that the owner or its assignee is permitted
to install lockable devices on the gates on the condition that the City of
Dubuque shall be provided keys or other independent means of access to
the above described real estate.
The City of Dubuque further reserves unto itself the rights to all existing
easements forwater lines, sewer lines, and utilities, togetherwith and subject
to the right of ingress and egress to repair, inspect and maintain the same.
Lot 5, in Block 1, in "River Front Subdivision No. 5'in the City of Dubuque,
Iowa, according to the recorded plat thereof, subject to easements of record.
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 120
U11
CITY OF DUBUQUE, IOWA
Barry A. Lindahl, Esq.,
Senior Counsel
STATE OF IOWA
SS
COUNTY OF DUBUQUE
On this day of , 20_, before me, a Notary Public in and for the
State of Iowa, in and for said county, personally appeared Barry A. Lindahl, Esq., to me
personally known, who being by me duly sworn did saythat he is the Senior Council forthe
City of Dubuque, a Municipal Corporation, created and existing under the laws of the State
of Iowa, and that the seal affixed to said instrument is the seal of said Municipal
Corporation and that said instrument was signed and sealed on behalf of said Municipal
Corporation by authority and resolution of its City Council and Senior Council
acknowledged said instrument to be the free act and deed of said Municipal Corporation by
it voluntarily executed.
Notary Public, State of Iowa
31
STATE OF IOWA SS:
DUBUQUE COUNTY
CERTIFICATE OF PUBLICATION
I, Kathy Goetzinger, a Billing Clerk for Woodward
Communications, Inc., an Iowa corporation, publisher
of the Telegraph Herald, a newspaper of general
circulation published in the City of Dubuque, County
of Dubuque and State of Iowa; hereby certify that the
attached notice was published in said newspaper on the
following dates:
O1/21/2022
and for which the charge is 120.29
Su scribed to before me, a Notary Rib 1c in and for
Dubuque County, Iowa,
this 21st day of January, 2022
Notary Public in and for Dubuque County, Iowa.
";•�. SH.ARON WEL.BORN
Commdcsirm kiumbw $27403
.�,,. 1hty Gsmm Exp li:Y 10, 2023
Ad text : CITY OF DUBUQUE, IOWA
OFFICIAL NOTICE
PUBLIC NOTICE is hereby given that the Dubuque City Council
will conduct a public hearing on the 7th day of February,
2022, at 6:30 p.m., in the Historic Federal Building, 350 W.
6th Street, 2nd floor, Dubuque, Iowa, at which meeting the
City Council proposes to take action to approve a Development
Agreement between the City of Dubuque, Iowa and Klauer
Manufacturing Company, a copy of which is now on file at the
Office of the City Clerk, City Hall, 50 W 13th Street,
Dubuque, Iowa, providing for the issuance of economic
development grants (Urban Renewal Tax Increment Revenue Grant
Obligations) described therein in order to carry out the
purposes and objectives of the Urban Renewal Plan for the
Greater Downtown Urban Renewal Area Economic Development
District, consisting of the funding of economic development
grants for Matter Manufacturing Company, under the terms and
conditions of the Urban Renewal Plan for the Greater Downtown
Urban Renewal Area Economic Development District. The
aggregate amount of the Urban Renewal Tax Increment Revenue
Grant Obligations cannot be determined at the present time,
but is not expected to exceed $1,587,632.
At the meeting, the City Council will receive oral and
written comments from any resident or property owner of said
City to the above action. The official agenda will be posted
the Friday before the meeting and will contain public input
options. The City Council agenda can be accessed at
https://cityofdubuque.novusagenda.convAgendaPublic/ or by
contacting the City Clerk's Office at 563-589-4100,
ctyclerk@cityofdubuque.org.
Written comments regarding the above public hearings may be
submitted to the City Clerk's Office via email at
ctyclerk@cityofdubuque.org or by mail to City Clerk's Office,
City Hall, 50 W. 13th St., Dubuque, IA 52001, before said
time of public hearing. At said time and place of public
hearings the City Council will receive any written comments.
Copies of supporting documents for the public hearings are
on file in the City Clerk's Office and may be viewed Monday
through Friday between 8:00 a.m. and 5:00 p.m.
Individuals with limited English proficiency, vision,
hearing, or speech impairments requiring special assistance
should contact the City Clerk's Office at (563) 589-4100, TDD
(563) 690-6678, ctyclerk@cityofdubuque.org as soon as
feasible. Deaf or hard -of -hearing individuals can use Relay
Iowa by dialing 711 or (800) 735-2942.
Published by order of the City Council given on the 18th day
of January 2022.
Adrienne N. Breitfelder, City Clerk
RESOLUTION NO. 27-22
FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF
THE CITY OF DUBUQUE, IOWA ON THE PROPOSED DEVELOPMENT
AGREEMENT BETWEEN THE CITY OF DUBUQUE AND KLAUER MANUFACTURING
COMPANY, INCLUDING THE PROPOSED ISSUANCE OF URBAN RENEWAL TAX
INCREMENT REVENUE GRANT OBLIGATIONS TO KLAUER MANUFACTURING
COMPANY, AND PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF
Whereas, Klauer Manufacturing Company is the owner of the
following described real property:
Lots 8 and 9 in Block 1 in River Front Subdivision No. 5 in
the City of Dubuque, Iowa, subject to all existing easements
for waterlines, sewer lines and for utilities, together with
and subject top right of ingress and egress repair, inspect
and maintain the same;
Lot 2 of Lot 1 of Block 1 in Riverfrom Subdivision No. 5
consisting of 0.223 acres, more or less, all in the City of
Dubuque, Iowa according to the recorded plats thereof,
together with and subject to all existing easements to public
utilities and together with right of ingress and egress
therefrom to repair and maintain the same;
Lots 6 and 7 in Block 1, in of River Front Subdivision No.
5, in the City of Dubuque, Iowa, according to the recorded
plats thereof. Subject to easements of record;
Lot 2 of Subdivision of Lot 1 of Lot I of Lot 1, Block I
Riverfront Subdivision #5, in the City of Dubuque, Iowa;
; and
Lot 5, in Block 1, in River Front Subdivision No. 5 in the
City of Dubuque, Iowa, according to the recorded plat thereof,
subject to easements of record.
(the Property)
; and
Whereas, City of Dubuque, Iowa (City) and Klauer
Manufacturing Company have entered into a Development
Agreement, subject to the approval of the City Council,
pursuant to which Klauer Manufacturing Company will construct
on the Property certain Improvements described in the
Development Agreement; and
Whereas, the City Council has tentatively determined that it
would be in the best interests of City to approve the
Development Agreement; and
Whereas, the Development Agreement provides for the issuance
by City of economic development grants to Klauer Manufacturing
Company, referred to therein as Urban Renewal Tax Increment
Revenue Grant Obligations, payable from the tax increment
revenues collected in respect of the Improvements to be
constructed by Klauer Manufacturing Company in accordance with
the Development Agreement, for the purpose of carrying out the
objectives of an Urban Renewal Plan as hereinafter described;
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 said 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 this Resolution and a Notice to be published as
prescribed by Iowa Code Section 364.7 of a public hearing on
the City Councils intent to approve the proposed Development
Agreement, to be held on the 7th day of February, 2022 at 6:30
p.m.
Section 2. "The City Council will also meet at said time and
place for the purpose of taking action on the matter of
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
Urban Renewal Plan for the Greater Downtown Urban Renewal Area
Economic Development District, consisting of the funding of
economic development grants to Klauer Manufacturing Company,
pursuant to the Development Agreement under the terms and
conditions of said Urban Renewal Plan. It is expected that
the aggregate amount of the Tax Increment Revenue obligations
will be approximately $1,587,632.
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 less than four days
nor more than twenty days before the date of said meeting on
the disposal of the Citys interest in the Property and the
issuance of said obligations.
Section 4."That the Notice of the proposed action shall be
in substantially the form attached hereto.
Passed, approved and adopted this 18th day of January, 2022.
/sBrad M. Cavanagh, Mayor
Attest: /s/Adrienne N. Breitfelder,
City Clerk
It 1/21
j Years of Mauer manutacturing
About Mauer
• Founded in 1870 - 150 years in Dubuque
• Family owned —fifth generation management, sixth on deck
• Known in our industry for quality products and service '
• Ship our products to customers in 40 plus states
• 160 employees (42 living downtown) with 34 open position v _
• Plant pay range opportunity $20 - $30 per hour
• 2021— processed 40M pounds of Steel and Aluminum
p p
4
9
Dubuque Facilities
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• Started on Iowa St
• Tin Shop and Hardware Store
• Both side of 9t" St East of Washington St
• Hwy project / move to Kerper Pk
• 125K Sq Ft at 2600 Washington St
• 125K Sq Ft at 1185 Roosevelt St
• 50K Sq Ft Warehouse on Kerper �-
2600 Washington St } _
• Expansion plans require E---
maintaining operations at—.
this facility long term i
Roosevelt St. Ext.
• A planned 75,000 square
feet, $14M expansion
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GRONEN
Doc ID: 010962720003 Type: GEN
Kind: AGREEMENT
Recorded: 05/24/2022 at 01:43:56 PM
Fee Amt: $17.00 Paqe 1 of 3
Dubuque Countv Iowa
John Murphy Recorder
File2022_00006644
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 DEVELOPMENT AGREEMENT
A Development Agreement by and among the City of Dubuque, Iowa, an Iowa
municipal corporation, of Dubuque, Iowa, and Klauer Manufacturing Company was made
regarding the following described premises:
Lots 8 and 9 in Block 1 in "River Front Subdivision No. 5" in the City of
Dubuque, Iowa,
subject to all existing easements for waterlines, sewer lines and for utilities,
together with and subject top right of ingress and egress repair, inspect and
maintain the same.
Lot 2 of Lot 1 of Block 1 in "Riverfront Subdivision No. 5" consisting of 0.223
acres, more or less, all in the City of Dubuque, Iowa according to the
recorded plats thereof, together with and subject to all existing easements
to public utilities and together with right of ingress and egress therefrom to
repair and maintain the same.
Lots 6 and 7 in Block 1, in of "River Front Subdivision No. 5", in the City of
Dubuque, Iowa, according to the recorded plats thereof. Subject to
easements of record.
Lot 2 of Subdivision of Lot 1 of Lot 1 of Lot 1, Block 1 "Riverfront Subdivision
#5", in the City of Dubuque, Iowa subject to the following conditions:
The City of Dubuque reserves the right to itself the perpetual and assignable
right of easements and to and above described property for the purpose of
entering thereon to maintain, repair or operate, patrol and replace existing
flood control levee, including all appurtenances thereto, and further
including the right to clear, cut, fill, remove and dispose of any and all
timbers, trees, underbrush, buildings, improvements and other obstructions
therefrom, all of the above shall be at the expense of the City of Dubuque
except the City of Dubuque shall have no responsibility to pay for the
maintenance or replacement of any hard surfaces.
The owner or assignee further covenants and agrees not to cause or permit
construction of any improvements of building upon the above described real
02152021bal
estate provided the owner may grade, pave, seed or landscape said area
and may erect, install, maintain and repair and replace a security fence
along and within the boundary of the subject are for the purpose of
establishing a security perimeter around the owner's facilities and adjoining
property. Owner further agrees that any security fence erected within the
area shall be provided with operable gates of not less than 12 feet opening
(open width) and located so as to permit access including vehicular access
to the area from both ends. It shall be the purpose of such gates to provide
the City of Dubuque, Iowa, it agents or assignees to have perpetual and
unimpeded right to access to subject area and to the flood protection levee.
Plans for the erection of said security fence and for the location of gates
shall be submitted for approval to the City of Dubuque, Iowa prior to the
installation of said fence. It is hereby acknowledged that the owner or its
assignee is permitted to install lockable devices on the gates on the
condition that the City of Dubuque shall be provided keys or other
independent means of access to the above described real estate.
The City of Dubuque further reserves unto itself the rights to all existing
easements for water lines, sewer lines, and utilities, together with and
subject to the right of ingress and egress to repair, inspect and maintain the
same.
Lot 5, in Block 1, in "River Front Subdivision No. 5"in the City of Dubuque,
Iowa, according to the recorded plat thereof, subject to easements of
record.
The Development Agreement is dated for reference purposes the 12th day of
January, 2022, 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, togetherwith 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 AA , 20,96
CITY OF DUBUQUf,, IOWA
Z
Barry A. Ydahl, Esq.,
2
Senior Counsel
STATE OF IOWA
SS
COUNTY OF DUBUQUE
On this day of I4N , 20t*, before me, a Notary Public in and for the
State of Iowa, in and for said county, personally appeared Barry A. Lindahl, Esq., to me
personally known, who being by me duly sworn did say that he is the Senior Council for
the City of Dubuque, a Municipal Corporation, created and existing under the laws of the
State of Iowa, and that the seal affixed to said instrument is the seal of said Municipal
Corporation and that said instrument was signed and sealed on behalf of said Municipal
Corporation by authority and resolution of its City Council and Senior Council
acknowledged said instrument to be the free act and deed of said Municipal Corporation
by it voluntarily executed.
Nota Public, State of Iowa
E
JONI LYN MWINGER
Commlealon Number 832198
My Commkmdon Exores ,,,�/ 1 /�4oA
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