Resolution Approving a Proposed Development Agreement with Geisler Brothers Realty, L.L.C. and Dubuque Steel Products, Inc._HearingCity of Dubuque
City Council Meeting
Public Hearings # 03.
Copyrighted
November 7, 2022
ITEM TITLE: Resolution Approving a Proposed Development Agreement by and
among the City of Dubuque, Iowa, Geisler Brothers Realty, LLC, and
Dubuque Steel Products, Inc. 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 proposed Development
Agreement by and among the City of Dubuque, Iowa, Geisler Brothers
Realty, LLC, and Dubuque Steel Products Inc. for the issuance of Urban
Renewal Tax Increment Revenue Grant Obligations pursuant to the
Development Agreement, and City Manager recommending approval.
RESOLUTION Approving a Development Agreement by and among the
City of Dubuque, Geisler Brothers Realty, LLC, and Dubuque Steel
Products, Inc. including the issuance of urban tax increment revenue
obligations to Dubuque Steel Products, Inc.
SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
Description Type
Development Agreement by and among the City of
Dubuque, Iowa, Geisler Brothers Realty, LLC, and
Dubuque Steel Products, Inc.-MVM Memo
Staff Memo
Resolution
Development Agreement
Proof of Publication
City Manager Memo
Staff Memo
Resolutions
Supporting Documentation
Supporting Documentation
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Resolution Approving a Proposed Development Agreement by and among
the City of Dubuque, Iowa, Geisler Brothers Realty, LLC, and Dubuque
Steel Products, Inc. for the Issuance of Urban Renewal Tax Increment
Revenue Grant Obligations Pursuant to the Development Agreement
DATE: October 31, 2022
Economic Development Director Jill Connors is recommending City Council adopt a
resolution approving a proposed Development Agreement by and among the City of
Dubuque, Iowa, Geisler Brothers Realty, LLC, and Dubuque Steel Products Inc. for the
issuance of Urban Renewal Tax Increment Revenue Grant Obligations pursuant to the
Development Agreement.
Dubuque Steel Products intends to construct a 7,200 square foot expansion of their
facility. The expansion, estimated to cost approximately $840,000 between building
construction and machinery, is required to satisfy growth in the company's services.
In addition to the physical improvements, Dubuque Steel Products has committed to the
creation of ten (10) full time equivalent jobs.
The key elements of the Development Agreement include the following:
1. The Developer must construct a facility expansion of not less than 7,200 square
feet with a capital investment of approximately $840,000 to be completed by
December 31, 2023.
2. Dubuque Steel Products must maintain its existing 15 full time equivalent jobs at
the current facility and create 10 new full time equivalent jobs at the new facility by
October 1, 2025. The 25 full time equivalent jobs must be maintained through the
term of the Development Agreement.
3. Dubuque Steel Products, Inc. will receive 10 years of 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 estimated to not exceed
$132,660.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
v
Micliael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jill Connors, Economic Development Director
Dubuque
THE CITY OF
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Economic Development
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1300 Main Street
Dubuque, Iowa 52001-4763
Office (563) 589-4393
TTY (563) 690-6678
http://www.cityofdubuque.org
TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
SUBJECT: Resolution Approving a Proposed Development Agreement by and among
the City of Dubuque, Iowa, Geisler Brothers Realty, LLC, and Dubuque
Steel Products, Inc. for the Issuance of Urban Renewal Tax Increment
Revenue Grant Obligations Pursuant to the Development Agreement
DATE: October 26, 2022
INTRODUCTION
This memorandum is a request for the City Council to adopt the attached resolution
approving a proposed Development Agreement by and among the City of Dubuque, Iowa,
Geisler Brothers Realty, LLC, and Dubuque Steel Products Inc. for the issuance of Urban
Renewal Tax Increment Revenue Grant Obligations pursuant to the Development
Agreement.
BACKGROUND
Geisler Brothers Realty, LLC is the real estate arm of the Geisler Brothers Company.
Originally established as a sheet metal shop in combination with a hardware store, Geisler
Brothers Company has been serving regional heating, air conditioning, ventilation,
roofing, and architectural sheet metal needs since 1892. In 1991 Geisler Brothers
expanded their business with the acquisition of Dubuque Steel Products, a long-
established manufacturing company specializing in the fabrication of stainless -steel
products for the health and food industries. Today, Geisler Brothers Company operates
both businesses out of a 50,000 square foot facility in the Dubuque Industrial Center
Economic Development District.
DISCUSSION
Geisler Brothers Realty, LLC, as property owner and developer, and Dubuque Steel
Products, Inc., as employer, intend to construct a 7,200 square foot expansion of their
facility. The expansion, estimated to cost approximately $840,000 between building
construction and machinery, is required to satisfy growth in the company's services. The
project is anticipated to begin shortly after the finalization of the proposed Development
Agreement.
In addition to the physical improvements, Dubuque Steel Products, Inc., as employer, has
committed to the creation of ten (10) full time equivalent jobs.
The key elements of the Development Agreement include the following:
1. The Developer must construct a facility expansion of not less than 7,200 square
feet with a capital investment of approximately $840,000 to be completed by
December 31, 2023.
2. Dubuque Steel Products, Inc. must maintain its existing 15 full time equivalent jobs
at the current facility and create 10 new full time equivalent jobs at the new facility
by October 1, 2025. The 25 full time equivalent jobs must be maintained through
the term of the Development Agreement.
3. Dubuque Steel Products, Inc. will receive 10 years of 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 estimated to not exceed
$132,660.
4. City of Dubuque will amend the existing Dubuque Industrial Center Urban
Renewal District as well as the Urban Renewal Plan to accommodate the
issuance of tax increment financing incentives.
RECOMMENDATION / ACTION STEP
I recommend that the City Council adopt the attached resolution approving a
Development Agreement providing for the issuance of Urban Renewal Tax Increment
Revenue Grant Obligations. This proposed Development Agreement would further the
City Council's goal Robust Local Economy: Diverse Businesses and Jobs with Economic
Prosperity.
2
Prepared by: Jill Connors, Economic Development, 1300 Main Street, Dubuque IA 52001, 563 589-4393
Return to: Jill Connors, Economic Development, 1300 Main Street, Dubuque IA 52001, 563 589-4393
RESOLUTION NO. 354-22
APPROVING A DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF
DUBUQUE, GEISLER BROTHERS REALTY, LLC, AND DUBUQUE STEEL
PRODUCTS, INC. INCLUDING THE ISSUANCE OF URBAN TAX INCREMENT
REVENUE OBLIGATIONS TO DUBUQUE STEEL PRODUCTS, INC.
WHEREAS, Geisler Brothers Realty, LLC is the owner of the property legally
described as follows:
Lot 1 of Dubuque Industrial Center 14th Addition, in the City of Dubuque, Iowa,
according to the Plat recorded as Instrument No. 2021-15183, records of Dubuque
County, Iowa
(the Property); and
WHEREAS, the City Council, by Resolution No. 334-22, dated October 17, 2022,
declared its intent to enter into a Development Agreement by and among the City of
Dubuque, Geisler Brothers Realty, LLC, and Dubuque Steel Products, Inc., including the
issuance of Urban Renewal Tax Increment Revenue Obligations to Dubuque Steel
Products, Inc.; and
WHEREAS, pursuant to published notice, a public hearing was held on the
proposed Development Agreement on November 7, 2022 at 6:30 p.m.; and
WHEREAS, it is the determination of the City Council that approval of the
Development Agreement for redevelopment of the Property by Geisler Brothers Realty,
LLC, 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 by and among the City of
Dubuque, Geisler Brothers Realty, LLC, and Dubuque Steel Products, Inc., 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 November, 2022.
Attest:
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Adrienne N. Breitfelder, City berk
BmdN�-cavanQ�, mayor
2
DEVELOPMENT AGREEMENT
BY AND AMONG
THE CITY OF DUBUQUE, IOWA,
GEISLER BROTHERS REALTY, LLC AND
DUBUQUE STEEL PRODUCTS, INC.
This Agreement, dated for reference purposes the 29 day of
September , 2022, by and among 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), Geisler Brothers Realty, LLC, an Iowa
limited liability company with its principal place of business at Dubuque, Iowa (Developer),
and Dubuque Steel Products, Inc., an Iowa corporation with its principal place of business
in Dubuque, Iowa (Employer).
WITNESSETH:
WHEREAS, in furtherance of the objectives of the Urban Renewal Act, City has
undertaken an Urban Renewal Project as described herein to advance the community's
ongoing economic development efforts; and
WHEREAS, the Project is located within the Dubuque Industrial Center Economic
Development District (the Project Area); and
WHEREAS, 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 Dubuque Industrial Center Economic Development District,
approved by the City Council of City on May 2, 1988, and as subsequently amended
through and including the date hereof (the Urban Renewal Plan) attached hereto as
Exhibit A; and
WHEREAS, a copy of the Urban Renewal Plan, as constituted on the date of this
Agreement, is on file with the County Auditor and the City of Dubuque City Clerk; and
WHEREAS, Developer and Employer have determined that they require a new
industrial building/facility to maintain and expand their operations and employment in the
Project Area (the Facility); and
WHEREAS, Developer and Employer have entered into an agreement for the
construction of the Facility; and
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WHEREAS, Developer is the owner of the following described real estate:
Lot 1 of Dubuque Industrial Center 14th Addition, in the City of Dubuque, Iowa,
according to the Plat recorded as Instrument No. 2021-15183, records of Dubuque
County, Iowa (the Property)
with all easements, tenements, hereditaments, and appurtenances belonging thereto so
that Developer may develop the Property, located in the Project Area, for the construction,
use, and occupancy of the Facility in accordance with the uses specified in the Urban
Renewal Plan and Developer agrees to comply with any amendments to the Urban
Renewal Plan, in accordance with this Agreement; and
WHEREAS, Employer desires to join in this Agreement and assume the rights and
responsibilities provided herein; and
WHEREAS, Developer will undertake the construction of a building located on the
Property; and
WHEREAS, Employer will lease the building from Developer (the Lease) and
employ employees as provided herein; and
WHEREAS, Developer or Employer will make a capital investment in building
improvements, equipment, furniture and fixtures in the Facility, all of the foregoing
referred to herein as the Project; and
WHEREAS, City believes that the Project and the development of the Property
pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital
and best interests of City and in accord with the public purposes and provisions of the
applicable federal, state and local laws and the requirements under which the Project has
been undertaken and is being assisted.
NOW, THEREFORE, in consideration of the premises and the mutual obligations
of the parties hereto, each of them does hereby covenant and agree with the other as
follows:
SECTION 1. REPRESENTATIONS AND WARRANTIES
1.1 Representations and Warranties of City. In order to induce Developer and
Employer to enter into this Agreement, City hereby represents and warrants to Developer
and Employer 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.
(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 and Employer. Developer and
Employer each make the following individual representations and warranties with respect
to their own company (without making any warranties with respect to the other):
(1) Developer and Employer are duly organized and validly existing or
authorized under the laws of the State of Iowa 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 Employer, 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 and Employer 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 and
Employer'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 C and Exhibit D.
(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 Employer or any contractual
restriction, evidence of indebtedness, agreement or instrument of whatever nature
to which Developer or Employer 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 or Employer 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 Employer or which affects the validity of the
Agreement or Developer's or Employer's ability to perform its obligations under
this Agreement.
(5) Developer and Employer will perform their 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 good faith 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 commitments for permanent financing for the Development
Project and all of their respective obligations under this Agreement 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 Conditions to Closing. The closing of the transaction (the Closing) contemplated
by this Agreement and all the obligations of Developer and Employer 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 in the form of Exhibit E.
(2) Developer having obtained any and all necessary governmental approvals,
including without limitations approval of zoning, subdivision, or platting which might
be necessary or desirable in connection with the development of the Development
Property. Any conditions imposed as a part of the zoning, platting or subdivision
must be satisfactory to Developer, in its sole opinion. City shall cooperate with
Developer in attempting to obtain any such approvals and shall execute any
documents necessary for this purpose, provided that City shall bear no expense in
connection therewith. In connection therewith, City agrees (a) to review all of
Developer's plans and specifications for the Project and to either reject or approve
the same in a prompt and timely fashion; (b) to issue a written notification to
Developer, following City's approval of same, indicating that City has approved
such plans and specifications, and that the same are in compliance with the Urban
Renewal Plan and Developer agrees to comply with any amendments to the Urban
Renewal Plan, this Agreement and any other applicable City or affiliated agency
requirements, with the understanding that Developer and its lenders shall have the
right to rely upon the same in proceeding with the project; (c) to identify in writing
within ten (10) working days of submission of said plans and specifications, any
and all permits, approvals and consents that are legally required for the acquisition
of the Property by Developer, and the construction, use and occupancy of the
project with the intent and understanding that Developer and its lenders and
attorneys will rely upon same in establishing their agreement and time frames for
construction, use and occupancy, lending on the project and issuing legal opinions
in connection therewith; and (d) to cooperate fully with Developer to streamline and
facilitate the obtaining of such permits, approvals and consents.
(3) Developer, Employer, 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 such party's financial ability as in the reasonable
judgment of City is required.
(5) Employer shall have furnished City with evidence in a form as required by
Section 5.2 and satisfactory to City of Employer's fulltime equivalent employees
(FTE) at 1500 Radford Road in the City of Dubuque, Iowa, as of January 1, 2022.
(6) Receipt of an opinion of counsel to Developer in the form attached hereto
as Exhibit C.
(7) Receipt of an opinion of counsel to Employer in the form attached hereto as
Exhibit D.
(8) Developer and Employer shall have the right to terminate this Agreement at
any time prior to the consummation of the closing on the Closing Date if Developer
or Employer determines in its sole discretion that conditions necessary for the
successful completion of the Project contemplated herein have not been satisfied
to the full satisfaction of such party in such party's sole and unfettered discretion.
Upon the giving of notice of termination by such terminating party to the other
parties to this Agreement, this Agreement shall be deemed null and void.
(9) Developer and Employer shall have provided City with a copy of the
executed Lease.
1.4 Closing. The closing shall take place on the Closing Date which shall be the 1st
day of November, 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 December, 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.
1.5 City's Obligations at Closing. At or prior to 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. City acknowledges that the Facility Developer
is building on the Property is a manufacturing building/facility. Developer agrees to
construct the building and Employer agrees to add certain internal systems thereto,
including all interior improvements to the building (the Minimum Improvements); all as
more particularly depicted and described on the plans and specifications to be delivered
to and approved by City as contemplated in this Agreement. Developer hereby agrees
the Facility will be not less than seven thousand two hundred (7,200) square feet of floor
space along with the necessary site work, machinery and equipment at an estimated cost
of approximately Eight Hundred Forty Thousand Dollars ($840,000).
2.2 Plans for Construction of Minimum Improvements. Developer shall provide City
with an approved Site Plan, at City's sole discretion. The parties agree that this
Development Agreement shall be amended to include such Site Plan. 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 the Amended and Restated Declaration of
Covenants, Conditions, Restrictions, Reservations, Easements, Liens and Charges,
recorded as Instrument No. 2014-00001147, records of Dubuque County, Iowa.
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.
2.3 Timing of Improvements. Developer hereby agrees that construction of the
Minimum Improvements on the Property shall be commenced on or before March 1, 2022
and shall be substantially completed by December 31, 2023. The time frame 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, shut down due to COVID-19, 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 result in extraordinary delays. The time for performance of such obligations shall
be extended only for the period of such delay.
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 so certifying. 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 and in the Deed with
respect to the obligations of Developer to construct the Minimum Improvements. The
Certificate of Completion, in the form attached hereto as Exhibit F, shall waive all rights
of re -vestment of title to the Property as provided in Section 6.3(1), and the Certificate of
Completion shall so state.
SECTION 3. CITY PARTICIPATION.
3.1 Economic Development Grants.
(1) Employer Economic Development Grants
(a) For and in consideration of Developer's and Employer'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 and Employer 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 Employer Economic Development Grants) to Employer,
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 the actual amount of 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 Employer) during
the preceding six (6) month period in respect of the Property and Minimum
Improvements constructed by Developer (the Developer Tax Increments).
City, Developer, and Employer agree that for purposes of this Section
3.1(1), the assessed value of the Property as of January 1, 2022 is $46,500.
Employer recognizes and agrees that the Employer Economic
Development Grants shall be paid solely and only from the incremental
taxes collected by City in respect to the Property and Minimum
Improvements, which does not include property taxes collected for the
payment of bonds and interest of each taxing district, and taxes for the
regular and voter -approved physical plant and equipment levy, instructional
support levy, and 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.
(b) To fund the Employer Economic Development Grants, City shall
certify to the County prior to December 1 of each year, commencing
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, to be collected by City as taxes are paid during the following fiscal
year and which shall thereafter be disbursed to Employer on November 1
and May 1 of that fiscal year. (Example: If City so certifies by December 1,
2024, the Employer Economic Development Grants in respect thereof
would be paid to Employer on November 1, 2025, and May 1, 2026.)
(c) The Employer 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 Dubuque Steel TIF Account of City.
City hereby covenants and agrees to maintain its TIF ordinance in force
during the term and to apply the incremental taxes collected in respect of
the Property and Minimum Improvements and allocated to the Dubuque
Steel TIF Account to pay the Employer Economic Development Grants, as
and to the extent set forth in Section 3.1(1) hereof. The Employer 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 Employer as the Employer Economic Development Grants in any one
year and under no circumstances shall City in any manner be liable to
Employer so long as City timely applies the Developer Tax Increments
actually collected and held in the Dubuque Steel TIF Account (regardless
of the amounts thereof) to the payment of the Employer Economic
Development Grants to Employer or Developer as and to the extent
described in this Section.
(2) City shall be free to use any and all tax increment revenues collected in
respect of other properties within the Project Area, or any available Developer Tax
Increments resulting from the termination of the annual Economic Development
Grants under this 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.
(3) All of City's obligations under this Agreement, including but not limited to
City's obligation to pay the Economic Development Grants to Employer or
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, 2023.
3.2 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. NOW 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 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.
(2) 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 Employer or
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
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 EMPLOYER.
5.1 Job Creation and Maintenance. During the term of this Agreement, Employer
shall comply with the following employment -related covenants for the Property:
(1) Employer represents that the number of fulltime equivalent (FTE)
employees employed by Employer at 1500 Radford Road as of January 1, 2022 is
Fifteen (15). Employer shall create and maintain 10 additional FTE employees
employed by Employer by October 1, 2025 and during the remaining Term of this
Agreement for a total of Twenty -Five (25) FTE employees at 1500 Radford Road
and the Facility. 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 Employer fails to create and maintain for any
year during the term of this Agreement, the semi-annual Employer Economic
Development Grants for such year under Section 3.1(1) shall be reduced by the
percentage that the number of positions Employer fails to create or maintain as
required by this Section 5.1 bears to the total number of positions required to be
created and maintained (25 FTEs) by this Section 5.1. (For example, if Developer
has 19 FTE employees employed by Employer, the semi-annual Economic
Development Grants to be paid for that year would be reduced by 25% (19/25
employees) of the Tax Increment Revenues received by City). The reduction of
the semi-annual Economic Development Grants shall be City's sole remedy for the
failure of Developer to meet the job creation requirements of this subsection 5.1(2).
(3) Employer's job creation and maintenance obligation under Section 5.1(1)
terminates after October 1, 2034.
5.2 Certification. To assist City in monitoring the performance of Employer 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 Employer shall certify to City in a form
acceptable to City (a) the number of FTE positions employed by Employer at 1500
Radford Road and the Facility, 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, Employer 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. Such
certificate shall be provided not later than October 15, 2025, and by October 15 of each
year thereafter. Employer's certification obligations under this Section 5.2 terminate
following the final certification on October 1, 2034 (due by October 15, 2034).
5.3 Books and Records. During the term of this Agreement, Developer and Employer
shall keep at all times 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 and Employer in accordance with generally accepted accounting
principles consistently applied throughout the period involved, and Developer and
Employer shall provide reasonable protection against loss or damage to such books of
record and account.
5.4 Real Property Taxes. From and after the Closing Date, Developer shall pay or
cause to be paid, when due and before delinquency, 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 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.
5.6 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 (and, from time to time at the request of City, furnish City with proof of insurance
in the form of a certificate of insurance for each insurance policy):
Builder's risk insurance, written on a completed value in an amount equal to one hundred
percent (100%) of the replacement value of the Minimum Improvements, naming City as
a named insured and lender loss payable. Coverage shall include the "special perils"
form.
The City of Dubuque, Owners, Contractors, Subcontractors, and Sub -
Subcontractors shown as additional named insureds are only additional named
insured with respect to their interest in the Covered Property at the premises
shown in the declarations.
(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 (and from time to time at the request of City shall furnish proof of insurance in
the form of a certificate of insurance) property insurance against loss and/or damage to
the Minimum Improvements under an insurance policy written in an amount not less than
the full insurable replacement value of Minimum Improvements naming City as lender
loss payable. Coverage shall include the "special perils" form.
(3) The term "replacement value" shall mean the actual replacement cost of
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 agrees to notify City immediately in the case of damage
exceeding $100,000.00 in amount to, or destruction of, the Minimum Improvements or
any portion thereof resulting from fire or other casualty. The net proceeds of any such
insurance (the 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) Contractor shall be responsible for deductibles and self -insured retention.
5.7 Preservation of Property. During the term of this Agreement, Developer shall
maintain, preserve and keep, or cause others to maintain, preserve and keep, 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.
Nothing in this Agreement, however, shall be deemed to alter any agreements between
Developer or any other party including, without limitation, any agreements between the
parties regarding the care and maintenance of the Property.
5.8 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.
5.9 Conflict of Interest. Developer and Employer agree 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 and
Employer 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 -Transferability. During the Term of this Agreement, this Agreement may not
be assigned by Developer or Employer nor may any portion of the Property be sold or
otherwise transferred by Developer without the prior written consent of City, which
consent shall not be unreasonably withheld. City has no obligation to consent to any
assignment or sale.
5.11 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 consistent with its current zoning is in full compliance with the Urban
Renewal Plan and Developer agrees to comply with any amendments to 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).
5.12 Release and Indemnification Covenants. Developer and Employer agree to the
following conditions of release and indemnification, except that each company only
agrees to indemnify the Indemnified Parties (defined below), with respect to the
negligence, misrepresentation, or misconduct of their own respective acts. Developer and
Employer do not individually agree to any indemnification from conduct of another party.
(1) Developer and Employer release 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 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 and
Employer agree 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 or Employer 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, installation, ownership, and operation of the 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 or Employer for any
damage or injury to the persons or property of Developer or its officers, agents,
servants or employees or any other person who may be on, in or about the
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.
5.13 Compliance with Laws. Developer and Employer shall comply with all federal,
state, and local laws, rules and regulations relating to its businesses, other than laws,
rules and regulations for which 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 or Employer.
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.
(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 in any portion of the Property or the
Minimum Improvements in violation of the provisions of this Agreement.
(4) Failure by Developer or Employer 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 the 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 Developer, deemed adequate by City, that the 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) 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 Remedy 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 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 or Employer 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 Employer, or to enforce performance
and observance of any obligation, agreement, or covenant of City under this Agreement.
Developer or Employer may suspend performance under this Agreement until it receives
assurances from City, deemed adequate by Developer or Employer, 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:
(1) If to Developer:
Geisler Brothers Realty, LLC
1500 Radford Road
Dubuque, IA 52002
Phone: (563) 583-7363
With Copy to:
Mark Willging
890 Main Street, Suite 200
Dubuque, IA 52001
Phone: (563) 556.4011
Fax: (563) 556-7134
(2) If to Employer:
Dubuque Steel Products, Inc.
1500 Radford Road
Dubuque, IA 52002
Phone: (563) 583-7363
With copy to:
Mark Willging
890 Main Street, Suite 200
Dubuque, IA 52001
Phone: (563) 556.4011
Fax: (563) 556-7134
(3) If to City:
City Manager
50 W. 13t" Street
Dubuque, Iowa 52001
Phone: (563) 589-4110
Fax: (563) 589-4149
With copy to:
City Attorney
City Hall
50 W. 13t" Street
Dubuque, Iowa 52001
or at such other address with respect to any 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 Employer and their respective successors and assigns.
7.3 Force Majeure. 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
among them by email or facsimile machine. The parties intend that the emailed or faxed
signatures constitute original signatures and that an emailed or faxed Agreement
containing the signatures (original, emailed 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 G 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 and
Employer has caused this Agreement to be duly executed.
CITY OF DUBUQUE, IOWA
pap
• Ism •
Attest:
By: 6P/ 17, 6444
Adrienne N. Breiffelder, City Clerk
GEISLER BROTHERS REALTY, LLC
(DEVELOPER)
By:
Todd M. Geisler, President
DUBUQUE STEEL PRODUCTS,
INC.
(EMPLOYER)
By. —
Todd M. Geisler, President
LIST OF EXHIBITS
Exhibit A
Urban Renewal Plan
Exhibit B
Opinion of Counsel to City
Exhibit C
Opinion of Counsel to Developer
Exhibit D
Opinion of Counsel to Employer
Exhibit E
City Certificate
Exhibit F
Certificate of Completion
Exhibit G
Memorandum of Development Agreement
*:/:I 13 k r_1
(on file in City Clerk's office, 50 W. 13t" Street, Dubuque, IA 52001)
OPINION OF COUNSEL TO CITY
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
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RE:
Dear
THE CITY OF
DUB E
Masterpiece on the Mississippi
(DATE)
Dubuque
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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 by and among Geisler Brothers Realty,
LLC (Developer), Dubuque Steel Products, Inc. (Employer) and the City of Dubuque, Iowa
(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
EXHIBIT C
OPINION OF DEVELOPER'S COUNSEL
Mayor and City Councilmembers
City Hall
13t" and Central Avenue
Dubuque IA 52001
Re: Development Agreement By and Among the City of Dubuque, Iowa, Geisler Brothers
Realty, LLC and Dubuque Steel Products, Inc.
Dear Mayor and City Councilmembers:
We have acted as counsel for Geisler Brothers Realty, LLC, (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 , 2022.
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 an Iowa limited liability company with its principal place of
business at Dubuque, Iowa 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. To the best of our knowledge, 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.
We have examined such documents and certificates of public officials and officers
of the Developer as we have deemed necessary for the purposes of this opinion. As to
the existence of facts which are material to this opinion, we have relied upon certificates
of public officials, statements by officers and resolutions of the Members of the Developer.
In rendering our opinion, we have assumed (i) the legal capacity of all natural persons
and the capacity and corporate power of all parties to the documents examined by us
other than the Developer, (ii) the due authorization, execution and delivery of each
document examined by us, by all parties to such documents other than the Developer,
(iii) the genuineness of all signatures other than the signatures of the representatives of
the Developer, (iv) the authenticity of all documents submitted to us as originals; (v) the
conformity to original documents of all documents submitted to us as copies; and (vi) the
City has no knowledge, direct or through their counsel, which would render any of the
representations set forth herein inaccurate or incorrect. We have not made any
independent investigation to verify any assumptions made herein, and have not
undertaken any factual investigation into the business, properties, agreements or litigation
of the Developer for the purpose of rendering the opinions expressed herein. There may
exist matters of a factual nature which could have a bearing on our opinions expressed
herein, with respect to which we have not been consulted or are otherwise unaware.
Where used herein, the language "to the best of our knowledge" or language of similar
nature means to our actual knowledge with no duty to inquire further of any person or
document. Said language is intended to be limited to the actual knowledge of the
attorneys within our firm who have been directly involved in representing the Developer,
or whom we reasonably believe have knowledge of the affairs of the Developer. We have
assumed that all representations and warranties made by any party to the Development
Agreement are true and correct. We have examined the law, the resolutions of the
members of Developer, the Development Agreement, and such company proceedings of
the Developer and such other documents, certificates, instruments and matters as we
deem necessary to render this opinion.
The foregoing opinions are subject to:
(a) Equitable principles of general applicability (including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing, public policy,
equitable subordination and the possible unavailability of specific performance or
injunctive relief), regardless of whether considered in a proceeding in equity or at law or
whether codified by statute;
(b) The unenforceability of provisions purporting to waive rights, claims,
demands, liabilities or defenses to obligations, known or unknown, suspected or
unsuspected, where such waivers are contrary to any applicable law or against public
policy;
(c) The unenforceability, under certain circumstances, of provisions of
agreements to the effect that rights or remedies are not exclusive, that every right or
remedy is cumulative and may be exercised in addition to or with any other right or
remedy, or that the election of some particular remedy or remedies does not preclude
recourse to one or another remedy;
(d) The unenforceability under certain circumstances, of provisions which
purport to govern forum selection or consent to jurisdiction; and
(e) The potential to vary the terms of the Development Agreement on the basis
of parol evidence.
The opinions set forth herein are given as of the date hereof. We disclaim any
obligation to notify you or any other person after the date of this letter if any change in
fact and/or law should change our opinion with respect to any matters set forth herein.
This opinion is for your benefit only and may not be quoted in whole or in part or otherwise
referred to in any documents, or delivered to or filed with any person or entity, or relied
upon by any other person or entity, without our prior written consent.
Very truly yours,
OPPINION OF EMPLOYER'S COUNSEL
Mayor and City Councilmembers
City Hall
13t" and Central Avenue
Dubuque IA 52001
Re: Development Agreement By and Among the City of Dubuque, Iowa, Geisler Brothers
Realty, LLC (Developer), and Dubuque Steel Products, Inc. (Employer)
Dear Mayor and City Councilmembers:
We have acted as counsel for Dubuque Steel Products, Inc., (Employer) in
connection with the execution and delivery of a certain Development Agreement
(Development Agreement) among Geisler Brothers Realty, LLC (Developer), and
Dubuque Steel Products, Inc. (Employer) 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 . Employer is a corporation organized and existing under the laws of the State
of Iowa 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 Employer and, assuming due authorization,
execution and delivery by City, is in full force and effect and is valid and legally binding
instrument of Employer 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 Employer 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 Employer, any
indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order,
statute, rule, regulation or restriction to which Employer is a party or by which Employer's
property is bound or subject.
3. To the best of our knowledge, there are no actions, suits or proceedings
pending or threatened against or affecting Employer 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 Employer or which in any
manner raises any questions affecting the validity of the Agreement or the Employer's
ability to perform Employer's obligations thereunder.
We have examined such documents and certificates of public officials and officers
of the Employer as we have deemed necessary for the purposes of this opinion. As to
the existence of facts which are material to this opinion, we have relied upon certificates
of public officials, statements by officers and resolutions of the Board of Directors of the
Employer. In rendering our opinion, we have assumed (i) the legal capacity of all natural
persons and the capacity and corporate power of all parties to the documents examined
by us other than the Employer, (ii) the due authorization, execution and delivery of each
document examined by us, by all parties to such documents other than the Employer, (iii)
the genuineness of all signatures other than the signatures of the representatives of the
Employer, (iv) the authenticity of all documents submitted to us as originals; (v) the
conformity to original documents of all documents submitted to us as copies; and (vi) the
City has no knowledge, direct or through their counsel, which would render any of the
representations set forth herein inaccurate or incorrect. We have not made any
independent investigation to verify any assumptions made herein, and have not
undertaken any factual investigation into the business, properties, agreements or litigation
of the Employer for the purpose of rendering the opinions expressed herein. There may
exist matters of a factual nature which could have a bearing on our opinions expressed
herein, with respect to which we have not been consulted or are otherwise unaware.
Where used herein, the language "to the best of our knowledge" or language of similar
nature means to our actual knowledge with no duty to inquire further of any person or
document. Said language is intended to be limited to the actual knowledge of the
attorneys within our firm who have been directly involved in representing the Employer,
or whom we reasonably believe have knowledge of the affairs of the Employer. We have
assumed that all representations and warranties made by any party to the Development
Agreement are true and correct. We have examined the law, the resolutions of the Board
of Directors of Employer, the Development Agreement, and such company proceedings
of the Employer and such other documents, certificates, instruments and matters as we
deem necessary to render this opinion.
The foregoing opinions are subject to:
(a) Equitable principles of general applicability (including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing, public policy,
equitable subordination and the possible unavailability of specific performance or
injunctive relief), regardless of whether considered in a proceeding in equity or at law or
whether codified by statute;
(b) The unenforceability of provisions purporting to waive rights, claims,
demands, liabilities or defenses to obligations, known or unknown, suspected or
unsuspected, where such waivers are contrary to any applicable law or against public
policy;
(c) The unenforceability, under certain circumstances, of provisions of
agreements to the effect that rights or remedies are not exclusive, that every right or
remedy is cumulative and may be exercised in addition to or with any other right or
remedy, or that the election of some particular remedy or remedies does not preclude
recourse to one or another remedy;
(d) The unenforceability under certain circumstances, of provisions which
purport to govern forum selection or consent to jurisdiction; and
(e) The potential to vary the terms of the Development Agreement on the basis
of parol evidence.
The opinions set forth herein are given as of the date hereof. We disclaim any
obligation to notify you or any other person after the date of this letter if any change in
fact and/or law should change our opinion with respect to any matters set forth herein.
This opinion is for your benefit only and may not be quoted in whole or in part or otherwise
referred to in any documents, or delivered to or filed with any person or entity, or relied
upon by any other person or entity, without our prior written consent.
Very truly yours,
CITY CERTIFICATE
Dubuque
THE CITY OF
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DUrB E 11111F
Masterpiece on the Mississippi 20z0i7*2007;2012�2101g3
(DATE)
City Manager's Office
City Hall
50 West 131h Street
Dubuque, Iowa 52001-4864
(563) 5894110 office
(563) 589-4149 fax
ctymgr@cityofdubuque.org
Re: Development Agreement By and Among the City of Dubuque, Iowa, Geisler Brothers
Realty, LLC and Dubuque Steel Products, Inc.
Dear
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 by and
among Geisler Brothers Realty, LLC, (Developer), and Dubuque Steel Products, Inc.
(Employer), and the City of Dubuque, Iowa (City) dated for reference purposes the
day of )2022.
On behalf of the City of Dubuque, I hereby represent and warrant to Developer that-
(1) The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated by this Agreement do not and
shall not result in any material breach of any terms or conditions of any mortgage,
bond, indenture, agreement, contract, license, or other instrument or obligation to
which City is a party or by which either the City or the Property being conveyed are
bound, nor shall the execution, delivery and performance of this Agreement violate
any statute, regulation, judgment, writ, injunction or decree of any court threatened
or entered in a proceeding or action in which City may be bound or to which either
City or the Property being conveyed may be subject.
(2) 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.
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 C.
(3) City shall exercise its best efforts to assist with Developer in the
development process.
(4) City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and prompt fashion.
(5) 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
CERTIFICATE OF COMPLETION
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
CERTIFICATE OF COMPLETION
WHEREAS, the City of Dubuque, Iowa, a municipal corporation (City) has entered
into a Development Agreement with Geisler Brothers Realty, LLC (Developer) dated as
of [Date], related to certain real property located within the Dubuque Industrial Center
Economic Development District of the Grantor and as more particularly described as
follows:
Lot 1 of Dubuque Industrial Center 14th Addition, in the City of Dubuque, Iowa, according
to the Plat recorded as Instrument No. 2021-15183, records of Dubuque County, Iowa.
(the "Property"); and
WHEREAS, the Development Agreement contained certain covenants and
conditions with respect to the development of the Property, and obligated Developer to
construct certain Minimum Improvements 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 2.4 of the Agreement, this is to certify
that all covenants and conditions of the Development Agreement with respect to the
obligations of Developer, and its successors and assigns, to construct the Minimum
Improvements on the Property have been completed and performed by Developer to the
satisfaction of City and such covenants and conditions are hereby terminated.
The 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 of the Development Agreement and the Development
Agreement shall otherwise remain in full force and effect.
CITY OF DUBUQUE, IOWA
Michael C. Van Milligen, City Manager
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 Iowa, personally appeared Michael C. Van Milligen, to me
personally known, who, being by me duly sworn, did say that he is the City Manager of
the City of Dubuque, Iowa, a municipal corporation, and that the instrument was signed
on behalf of the corporation, and Michael C. Van Milligen acknowledged the execution of
the instrument to be his voluntary act and deed.
Notary Public in and for said State
EXHIBIT G
MEMORANDUM OF DEVELOPMENT AGREEMENT
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
GEISLER BROTHERS REALTY, LLC, and DUBUQUE STEEL PRODUCTS, INC.
was made regarding the following described premises:
Lot 1 of Dubuque Industrial Center 14th Addition, in the City of Dubuque, Iowa, according
to the Plat recorded as Instrument No. 2021-15183, records of Dubuque County, Iowa.
The Development Agreement is dated for reference purposes the day of
, 2022, and contains covenants, conditions, and restrictions concerning the
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 12022.
CITY OF DUBUQUE, IOWA
Barry A. Lindahl, Esq., Senior Counsel
STATE OF IOWA
: SS:
DUBUQUE COUNTY
On this day of , 2022, before me, a Notary Public in and for the State of
Iowa, in and for said county, personally appeared Barry A. Lindahl, , to me personally
known, who being by me duly sworn did say that he is Senior Counsel of the City of
Dubuque, a Municipal Corporation, created and existing under the laws of the State of
Iowa and that said instrument was signed on behalf of said Municipal corporation by
authority and resolution of its City Council and said Senior Counsel acknowledged said
instrument to be the free act and deed of said Municipal Corporation by it voluntarily
executed.
Notary Public, State of Iowa
STATE OF 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:
10/21/2022
and for which the charge is 114.45
Subscribed to before me, a Notary Public in and for
Dubuque County, Iowa,
tnis 24th day of October, 2022
KP
Notary Pub 0
and for Dubuque Cot ity, Iowa.
[�p . JANET K. PAPE
Com®Isslon Number 799M
Yy Comm. UP. DEC 11, 2022
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 November,
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 by and among the City of Dubuque, Iowa, Geisler
Brothers Realty, LLC, and Dubuque Steel Products, Inc., 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 Dubuque Industrial Center Urban Renewal
Area Economic Development District, consisting of the funding
of economic development grants for Dubuque Steel products,
Inc., under the terms and conditions of the Urban Renewal Plan
for the Dubuque Industrial Center Urban Renewal Area Ec9somic
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
$132,660.
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.com/AgendaPublic/ 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) 5894100, 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 17th day
of October 2022.
Adrienne N. Breitfelder, City Clerk
RESOLUTION NO. 334-22
FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF
THE CITY OF DUBUQUE, IOWA ON THE PROPOSED DEVELOPMENT
AGREEMENT BY AND AMONG THE CITY OF DUBUQUE, GEISLER BROTHERS
REALTY, LLC, AND DUBUQUE STEEL PRODUCTS, INC.; INCLUDING THE
PROPOSED ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE GRANT
OBLIGATIONS TO DUBUQUE STEEL PRODUCTS, INC., AND PROVIDING FOR
THE PUBLICATION OF NOTICE THEREOF
WHEREAS, Geisler Brothers Realty, LLC, as Developer, is the
owner of the following described real property:
Lot 1 of Dubuque Industrial Center 14th Addition, in the
City of Dubuque, Iowa, according to the Plat recorded as
Instrument No. 2021-15183, records of Dubuque County, Iowa
(the Property)
; and
WHEREAS, Developer and Employer have determined that they
require a new industrial building/facility (the Facility) to
maintain and expand their operations and employment in the
project area; and
WHEREAS, Developer and Employer have entered into an
agreement for the construction of the Facility; and
WHEREAS, Dubuque Steel Products, Inc., as Employer, intends
to lease the Facility from Geisler Brothers Realty, LLC; and
WHEREAS, City of Dubuque, Iowa (City), Geisler Brothers
Realty, LLC, and Dubuque Steel Products, Inc. have entered
into a Development Agreement, subject to the approval of the
City Council, pursuant to which Geisler Brothers Realty, LLC
will construct on the Property certain Minimum 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 Dubuque Steel
Products, Inc., 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 Geisler Brothers Realty, LLC 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 November, 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 Dubuque Industrial Center Urban
Renewal Area Economic Development District, consisting of the
funding of economic development grants to Dubuque Steel
Products, Inc., 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 $132,660.
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 approval of the Development Agreement 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 17th day of October, 2022.
/sBrad M. Cavanagh, Mayor
Attest: /s/Adrienne N. Breitfelder, City Clerk
It 10/21
Doc ID: 011080300002 Type: GEN
Kind: AGREEMENT
Recorded: 03/28/2023 at 02:46:52 PM
Fee Amt: $12.00 Paqe 1 of 2
Dubuque County Iowa
Karol Kennedy Recorder
File2023-00002583
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 Geisler Brothers Realty, LLC, and Dubuque
Steel Products, Inc. was made regarding the following described premises:
Lot 1 of Dubuque Industrial Center 14th Addition, in the City of Dubuque, Iowa, according
to the Plat recorded as Instrument No. 2021-15183, records of Dubuque County, Iowa.
The Development Agreement is dated for reference purposes the 29th day of
September, 2022, and contains covenants, conditions, and restrictions concerning the
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 , 2023.
0 DG& City Clerk 1200
CITY OF DUBUQUE, IOWA
By:
Barry A. Lindahl, Esq., Senior Counsel
STATE OF IOWA
ss:
DUBUQUE COUNTY
On this/70 day of MUrc.�n , 2023, before me, a Notary Public in and for the State of
Iowa, in and for said county, personally appeared Barry A. Lindahl, , to me personally
known, who being by me duly sworn did say that he is Senior Counsel of the City of
Dubuque, a Municipal Corporation, created and existing under the laws of the State of
Iowa and that said instrument was signed on behalf of said Municipal corporation by
authority and resolution of its City Council and said Senior Counsel acknowledged said
instrument to be the free act and deed of said Municipal Corporation by it voluntarily
executed.
w c JONI LYN MONGER
` a~� Commisslon Number $32198
s r
• My mmWI n Aires
Public, State of Iowa '��" �-