Resolution Approving First Amendment to Amended and Restated Development Agreement with Simmons Pet Food, Inc.City of Dubuque
City Council Meeting
Action Items # 01.
Copyrighted
February 20, 2023
ITEM TITLE: Resolution Approving First Amendment to Amended and Restated
Development Agreement Between the City of Dubuque and Simmons
Pet Food, Inc.
SUMMARY: City Manager recommending City Council adopt a resolution approving a
First Amendment to Amended and Restated Development Agreement
between the City of Dubuque and Simmons Pet Food, Inc.
RESOLUTION Approving the First Amendment to the Amended and
Restated Development Agreement by and between the City of Dubuque
and Simmons Pet Food, Inc.
SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
Description Type
MVM Memo City Manager Memo
Staff Memo Staff Memo
Resolution of Approval Resolutions
Development Agreement Supporting Documentation
THE C
Dubuque
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Resolution Approving First Amendment to Amended and Restated
Development Agreement Between the City of Dubuque and Simmons Pet
Food, Inc.
DATE: February 15, 2023
Economic Development Director Jill Connors is recommending City Council adopt a
resolution approving a First Amendment to Amended and Restated Development
Agreement between the City of Dubuque and Simmons Pet Food, Inc.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Mic ael 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
All -America My
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DUB E
2007-2012.2013
Masterpiece on the Mississippi 2017*2019
TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
Economic Development
Department
1300 Main Street
Dubuque, Iowa 52001-4763
Office (563) 589-4393
TTY (563) 690-6678
http://www.cityofdubuque.org
SUBJECT: Resolution Approving First Amendment to Amended and Restated
Development Agreement Between the City of Dubuque and Simmons Pet
Food, Inc.
DATE: February 10, 2023
INTRODUCTION
This memorandum presents for City Council consideration and action the attached
resolution approving a First Amendment to Amended and Restated Development
Agreement between the City of Dubuque and Simmons Pet Food, Inc.
BACKGROUND
Simmons Pet Food, Inc. ("Simmons") is the sixth largest pet food manufacturer in America
and North America's largest maker of store brand and private label wet pet food products.
Simmons supplies top brands and retailers with products in a variety of packaging
formats, including cans, pouches, and cups. Simmons operates two wet -pet food
production facilities, a dry pet food facility, and a treats production facility in Arkansas,
Kansas and Ontario, Canada.
Simmons entered into an Amended and Restated Development Agreement with the City
of Dubuque, executed December 9, 2020. The Amended and Restated Development
Agreement required Simmons to purchase two parcels of City -owned land, construct
improvements to an existing industrial facility in an amount of approximately $71,000,000
and create 271 full-time jobs.
DISCUSSION
Simmons is planning to expand its local operations beyond the scope identified in the
original Amended and Restated Development Agreement, which had a requirement to
construct a 75,000 square foot warehouse, among other building improvements.
Simmons has identified a parcel of developable land adjacent to its current location which
could accommodate a larger warehouse than the previously anticipated 75,000 square
feet. The company is partnering with Seippel Warehouse, LLC, which will build a 190,000
square foot warehouse at a cost of approximately $22,500,000, and lease the warehouse
to Simmons.
Staff have drafted a First Amendment to Amended and Restated Development
Agreement to facilitate the expansion of Simmons's operations in Dubuque.
The First Amendment to Amended and Restated Development Agreement includes the
following requirements of Simmons:
1. Close on the purchase of the cul-de-sac parcel on Simmons Way which was a part
of the original Amended and Restated Development Agreement and which has
now been platted as Lot 5A.
2. Lease the new 190,000 square foot facility from Seippel Warehouse, LLC.
3. Create an additional 10 full-time jobs by December 31, 2024 for a total of 281 jobs,
with wages averaging in excess of $20/hour.
RECOMMENDATION/ ACTION STEP
Based on this project's alignment with the City Council's goal of having a robust local
economy, I recommend the City Council adopt the resolution approving the First
Amendment to Development Agreement with Simmons Pet Food, Inc.
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. 56-23
APPROVING THE FIRST AMENDMENT TO THE AMENDED AND RESTATED
DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE AND
SIMMONS PET FOOD, INC.
WHEREAS, Simmons Pet Food, Inc. entered into an Amended and Restated
Development Agreement dated December 9, 2020, with the City of Dubuque, Iowa,
providing certain rights and obligations with respect to the property legally described as
Lot 5 of Dubuque Industrial Center South First Addition in the City of Dubuque,
Iowa (Parcel A)
and that part of Lot C of Dubuque Industrial Center South First Addition in the City
of Dubuque, Iowa shown on Exhibit B (Parcel B)
with all easements, tenements, hereditaments, and appurtenances belonging
thereto so that Developer may further develop Lot 4, Lot 5, and that part of Lot C
(hereinafter sometimes referred to as "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
(the Property); and
WHEREAS, the City of Dubuque and Simmons Pet Food, Inc. now desire to
amend the Amended and Restated Development Agreement as set forth in the attached
First Amendment to Amended and Restated Development Agreement; and
WHEREAS, the City Council finds that it is in the best interests of the City of
Dubuque to approve the First Amendment to Amended and Restated Development
Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. That the First Amendment to Amended and Restated Development
Agreement by and between the City of Dubuque and Simmons Pet Food, Inc., a copy of
which is attached hereto is hereby approved.
Section 2. That the Mayor is hereby authorized and directed to execute the First
Amendment to Amended and Restated 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 20"' day of February, 2023.
Attest:
1 � /'7 6s 2a
Adrienne N. Breitfelder, City Clerk
2
FIRST AMENDMENT
TO THE
AMENDED AND RESTATED
DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
SIMMONS PET FOOD, INC,
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED
DEVELOPMENT AGREEMENT, dated for reference purposes the day of
e kru a(� v , 2023, is made and entered into by and between the City of Dubuque,
Iowa, a mui icipality (City) and Simmons Pet Food, Inc., an Arkansas corporation
(Simmons).
Whereas, City and Simmons entered into an Amended and Restated Development
Agreement (the Simmons Development Agreement) dated the 17th day of December,
2020; and
Whereas, the Simmons Development Agreement provided for the sale by City to
Simmons of part of Lot C of Dubuque Industrial Center South First Addition in the City of
Dubuque, Iowa, referred to as Parcel B; and
Whereas, the Simmons Development Agreement provided that Simmons shall
have prepared and shall be prepared to record a plat of survey of Parcel B acceptable to
Simmons (the "Plat"), including location and depiction of all applicable easements and
other substantial improvements; and
Whereas, Simmons and City agreed that upon approval of the Plat, that the
Simmons Development Agreement will be amended to include the legal description of
Parcel B and that the actual Parcel B Purchase Price shall be adjusted based on the
acreage of Parcel B as shown on the Plat; and
Whereas, the Plat of Parcel B has now been prepared and recorded; and
Whereas, City and Simmons now desire to amend the Simmons Development
Agreement to provide the legal description of Parcel B and to adjust the Purchase Price
for Parcel B based upon the Plat; and
Whereas, the Simmons Development Agreement required Simmons to construct
a 75,000 square foot warehouse; and
Whereas, City and Gronen Development, Inc. (Gronen) have entered into a
Development Agreement dated for reference purposes the day of 2023 (the
Gronen Development Agreement) for the purchase by Gronen of Lot 2 of Dubuque
Industrial Center South First Addition, City of Dubuque, Iowa and construction of a not
01252023hai
less than 190,000 square foot industrial warehouse facility (the Gronen Facility) to be
leased by Simmons; and
Whereas, City and Simmons desire to further amend the Simmons Development
Agreement to provide for certain Simmons' obligations described therein.
NOW THEREFORE, in consideration of the mutual terms and covenants contained
herein, City and Simmons agree as follows:
Section 1. The Ninth Whereas clause in the Simmons Development Agreement is
amended to read as follows:
Developerhas-re<quested-ttrat-£ity-setf--to-Qevetoper—---
13.48 acres of which 8.42 acres are usable, legally described as follows:
Lot 5 of Dubuque Industrial Center South First Addition in the City of
Dubuque, Iowa (Parcel A)
and
Lot 5A of Dubuque Industrial Center South First Addition in the City of
Dubuque, Iowa (Parcel B)
with all easements, tenements, hereditaments, and appurtenances
belonging thereto so that Developer may further develop Lot 4, Lot 5, and
Lot 5A (hereinafter sometimes referred to as "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
Section 2. Section 1.1(1), 1.1(2) and 1.1(3) of the Simmons Development
Agreement are amended to read as follows:
1.1 Purchase Price.
(1) Parcel A. The purchase price for the Parcel A (Parcel A
Purchase Price) shall be the sum of $912,000.00 ($120,000.00 per
acre x 7.6 usable acres) with a total acquisition of 12.66 acres, which
shall be due and payable by Developer in immediately available
funds in favor of City, on or before December 21, 2021 or on such
other date as the parties may mutually agree (the Closing Date).
(2) Parcel B. The purchase price for the Parcel B (Parcel B
Purchase Price) shall be as follows:
(a) The sum of $98,160.00 ($120,000.00 per acre x 0.818
usable acres) with a total acquisition of 0.818 acres as shown
on Exhibit B-1, which shall be due and payable by Developer
in immediately available funds in favor of City, on or before
February 1, 2021 or on such other date as the parties may
mutually agree (the Closing Date).
City will reserve in the deed to Parcel B a public access
easement to the City property southwest of Parcels A and B
for hiking and biking and other recreational activities on the
City property.
-- ---- __ -. - e-totalParcel-B-Ptrrchase-Pricestraffbe-$98 t16fr00 --
(3) Total Parcel A and Parcel B Purchase Price shall be
$1,010,160.
Section 3. City and Simmons agree that upon closing on the purchase of
Parcel B, the construction of the not less than 190,000 square foot Gronen Facility,
the issuance by City of a Certificate of Completion for the Gronen Facility and the
lease of the Gronen Facility by Simmons, Simmons shall have satisfied its
obligations under Sections 1 and 2 of the Simmons Development Agreement.
Section 4. Section 3.1 of the Simmons Development Agreement is amended to
read as follows:
3.1 Acquisition Grant to Developer. For and in consideration of
Developer's obligations hereunderto construct the Minimum Improvements,
City agrees to make an Acquisition Grant to Developer on the Closing Date,
or such other date as the parties shall mutually agree upon in writing, in the
amount of Five Hundred Forty -One Thousand, Eight Hundred Ninety -One
and no/100 Dollars ($505,080.00) as follows:
Parcel A
Purchase Price
$912,000.00
Acquisition Grant
$456,000.00
Cash at Closing
$456,000.00
Parcel B
Purchase Price
$ 98,160.00
Acquisition Grant
$ 49,080.00
Cash at Closing
$ 49,080.00
The parties agree that the Acquisition Grant shall be payable in the form of
a credit favoring Developer at time of Closing with the effect of directly
offsetting the full Purchase Price obligation of Developer.
Section 5. The Simmons Development Agreement is amended by adding attached
Exhibit B-1.
Section 6. In consideration for City acknowledging Simmons fulfillment of the
obligations in Sec. 1 and 2 of the Simmons Development Agreement as stated in Sec. 3
above, Section 6.1 and 6.2 of the Simmons Development Agreement is amended to read
as follows:
SECTf@N-6. C-OVENANTS-OF--DEVEEOPER.- — --
6.1 Job Creation. During the Term of this Agreement, Developer shall comply with the
following employment -related covenants:
(1) Developer represents that the number of fulltime equivalent (FTE)
employees employed by Developer in Dubuque, Iowa, on the Closing Date is zero.
Developer shall create and maintain 138 FTE employees employed by Developer
by December 31, 2021. Developer shall create and maintain 271 FTE employees
employed by Developer by December 31, 2023, and during the remaining Term of
this Agreement at the Dubuque Industrial Center South facility. FTE employees
shall be calculated by adding fulltime and part-time employees together using 2080
hours per year as a FTE employee.
In addition to the 271 employees, Developer agrees to create and maintain by
December 1, 2024 and during the remaining Term of this Agreement ten (10)
additional FTE employees for a total of 281 FTE employees employed by
Developer.
Developer covenants that the jobs will be as follows
Job Category
No. of
Jobs
Created (C)
or
Retained R
Starting or
Current Wage
Rate
Wage at 36
months following
the award
Management
31
C
$32.131hr av
$35.111hr av
Hourly Production
164
C
$21.001hr av
$22.95mr av
Receiving
32
C
$21.08/hr av
$23.03mr av
Shipping
34
C
$20.36mr av
$22.251hr avg)
Distribution Center
10
C
$20.36mr av
$22.25/hr av
TOTAL
271
C
$22.18lhr av
$24.241hr av
'An additional 10 FTEs (for a total of 281 FTEs) may be divided between
Management and Hourly Production categories as dictated by Simmons' business
needs from time to time.
4
(2) In the event that the certificate provided to City under Section 6.2 hereof on
December 31, 2032 discloses that Developer does not as of that date employ at
least Two Hundred Seventy One (271) FTE employees as provided hereinabove,
Developer shall pay to City, promptly upon written demand therefor, an amount
equal to $1,864.00 perjob not created or maintained ($505,200.00 divided by 271
FTE _ $1,864.00).
(3) In addition, 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 3.2 shall be reduced by the
percentage that the number of such positions bears to the total number of positions
:-..-- -- equir _ __ ined-by-thi Section--6 "271-)—(For-example,-if-the --
certification shows 110 FTE on December 31, 2021 or December 31, 2022, the
semi-annual Economic Development Grants would be 79% (110/138) of the
allowable Developer Tax Increments received by City which would be paid by City
to Developer in May 2022, November 2022, May 2023 and November 2023. If the
certification shows 200 FTE during any year of the Term including and after
December 31, 2023, the semi-annual Economic Development Grants would be
74% (200/271) of the allowable Developer Tax Increments received by City which
would be paid by City to Developer). To be counted toward the 271 FTE, the jobs
must be paid not less than the amounts indicated in the chart in Section 6.1(1).
(4) Notwithstanding Section 6.1(3), City retains the right to begin withholding
semi-annual Economic Development Grant amounts beginning May 1, 2032 if the
certificate provided to City under Section 6.2 hereof on December 31, 2031
discloses that Developer as of that date has failed to create and maintain 271 FTE
employees. City shall not withhold in excess of $541,891.00 (the amount of the
Acquisition Grant). In the event that the certificate provided to City under Section
6.2 hereof on December 31, 2031 discloses that Developer does as of that date
have at least 271 FTE employees (2080 hours per year) as provided hereinabove,
City shall pay to Developer the amount of the Economic Development Grants
withheld under this Section.
(5) Failure by Developer to create and maintain the 10 additional positions shall
have no impact on Developer under Subsection 6.1(2) or (3) and shall only be used
for purposes of the Gronen Development Agreement as provided in that
Agreement.
6.2 Certification. To assist City in monitoring the performance of Developer hereunder,
on the Closing Date and again as of December 31 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 at the
Dubuque Industrial Center South 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, Developer is not or was not in
5
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 by January 15 of each year thereafter
during the Term of this Agreement.
Section 7. Section 8 of the Simmons Development Agreement is amendedto read
as follows:
ernrinatian-Date. The-T-errr -of--this-AzJre�ement-a-nct,th-errghts and ----
obligations of the parties hereunder shall commence upon execution by both parties and
shall terminate at midnight on June 1, 2036 (the Termination Date).
All other terms and conditions of the Development Agreement shall remain
in full force and effect.
CITY OF DUBUQUE, IOWA
Brad -.lam .• 1.
yor
By: Gy'r✓stZ l/, ���/
Adrienne Breitfelder, City Clerk
SIMMONS PET FOOD, INC.
By:
er . Ha ston I
SVP of Finafice and Treasurer
EXHIBIT B-1
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Adrienne Breitfelder
From: Barry Lindahl <balesq@cityofdubugue.org>
Sent: Monday, February 20, 2023 2:07 PM
To: Jill Connors <Jilconno@citvofdubuque.org>
Cc: Mike Van Milligen <ctvmgr@citvofdubug ue.org>; Crenna Brumwell <Cbrumwel@citvofdubuque.org>; Flint Drake
<fdrake@drakelawpc.com>
Subject: Re: Revised Simmons' DA
Council would need to motion to amend with this change and then approve amended DA.
Sent from my Whone
On Feb 20, 2023, at 1:28 PM, Jill Connors <Jilconno@citvofdubuque.org> wrote:
Mike, this came in a half hour ago. Checking with Barry to see whether their adding "*An additional 10
FTEs (for a total of 281 FTEs) may be divided between Management and Hourly Production categories as
dictated by Simmons' business needs from time to time." after the jobs chart affects whether this can be
voted on tonight. The contents of the insertion are ok with me —just need to know whether we can
proceed since this is not the version publicized with the agenda.
Jill M Connors (she/her)
Economic Development Director
0: 563.589.4213 1 C: 563.564.5686
City Hall Annex 11300 Main St., Dubuque, IA, 52001
From: Flint Drake <fdrake@drakelawpc.com>
Sent: Monday, February 20, 2023 12:52 PM
To: Jill Connors <Jilconno@citvofdubuque.org>; Ian Hatch <Ihatch@citvofdubug ue.org>; Barry Lindahl
<balesq@citvofdubuque.org>
Subject: Revised Simmons' DA
Caution! This message was sent from outside your organization.
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laws.
FIRST AMENDMENT
TO THE
AMENDED AND RESTATED
DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
SIMMONS PET FOOD, INC.
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED
DEVELOPMENT AGREEMENT, dated for reference purposes the day of
, 2023, is made and entered into by and between the City of Dubuque,
Iowa, a municipality (City) and Simmons Pet Food, Inc., an Arkansas corporation
(Simmons).
Whereas, City and Simmons entered into an Amended and Restated Development
Agreement (the Simmons Development Agreement) dated the 17' day of December,
2020; and
Whereas, the Simmons Development Agreement provided for the sale by City to
Simmons of part of Lot C of Dubuque Industrial Center South First Addition in the City of
Dubuque, Iowa, referred to as Parcel B; and
Whereas, the Simmons Development Agreement provided that Simmons shall
have prepared and shall be prepared to record a plat of survey of Parcel B acceptable to
Simmons (the "Plat"), including location and depiction of all applicable easements and
other substantial improvements; and
Whereas, Simmons and City agreed that upon approval of the Plat, that the
Simmons Development Agreement will be amended to include the legal description of
Parcel B and that the actual Parcel B Purchase Price shall be adjusted based on the
acreage of Parcel B as shown on the Plat; and
Whereas, the Plat of Parcel B has now been prepared and recorded; and
Whereas, City and Simmons now desire to amend the Simmons Development
Agreement to provide the legal description of Parcel B and to adjust the Purchase Price
for Parcel B based upon the Plat; and
Whereas, the Simmons Development Agreement required Simmons to construct
a 75,000 square foot warehouse; and
Whereas, City and Gronen Development, Inc. (Gronen) have entered into a
Development Agreement dated for reference purposes the day of 2023 (the
Gronen Development Agreement) for the purchase by Gronen of Lot 2 of Dubuque
Industrial Center South First Addition, City of Dubuque, Iowa and construction of a not
01252023bal
less than 190,000 square foot industrial warehouse facility (the Gronen Facility) to be
leased by Simmons; and
Whereas, City and Simmons desire to further amend the Simmons Development
Agreement to provide for certain Simmons' obligations described therein.
NOW THEREFORE, in consideration of the mutual terms and covenants contained
herein, City and Simmons agree as follows:
Section 1. The Ninth Whereas clause in the Simmons Development Agreement is
amended to read as follows:
WHEREAS, Developer has requested that City sell to Developer
13.48 acres of which 8.42 acres are usable, legally described as follows:
Lot 5 of Dubuque Industrial Center South First Addition in the City of
Dubuque, Iowa (Parcel A)
and
Lot 5A of Dubuque Industrial Center South First Addition in the City of
Dubuque, Iowa (Parcel B)
with all easements, tenements, hereditaments, and appurtenances
belonging thereto so that Developer may further develop Lot 4, Lot 5, and
Lot 5A (hereinafter sometimes referred to as "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
Section 2. Section 1.1(1), 1.1(2) and 1.1(3) of the Simmons Development
Agreement are amended to read as follows:
1.1 Purchase Price.
(1) Parcel A. The purchase price for the Parcel A (Parcel A
Purchase Price) shall be the sum of $912,000.00 ($120,000.00 per
acre x 7.6 usable acres) with a total acquisition of 12.66 acres, which
shall be due and payable by Developer in immediately available
funds in favor of City, on or before December 21, 2021 or on such
other date as the parties may mutually agree (the Closing Date).
(2) Parcel B. The purchase price for the Parcel B (Parcel B
Purchase Price) shall be as follows:
2
(a) The sum of $98,160.00 ($120,000.00 per acre x 0.818
usable acres) with a total acquisition of 0.818 acres as shown
on Exhibit B-1, which shall be due and payable by Developer
in immediately available funds in favor of City, on or before
February 1, 2021 or on such other date as the parties may
mutually agree (the Closing Date).
City will reserve in the deed to Parcel B a public access
easement to the City property southwest of Parcels A and B
for hiking and biking and other recreational activities on the
City property.
(b) The total Parcel B Purchase Price shall be $98,160.00.
(3) Total Parcel A and Parcel B Purchase Price shall be
$1,010,160.
Section 3. City and Simmons agree that upon closing on the purchase of
Parcel B, the construction of the not less than 190,000 square foot Gronen Facility,
the issuance by City of a Certificate of Completion for the Gronen Facility and the
lease of the Gronen Facility by Simmons, Simmons shall have satisfied its
obligations under Sections 1 and 2 of the Simmons Development Agreement.
Section 4. Section 3.1 of the Simmons Development Agreement is amended to
read as follows:
3.1 Acquisition Grant to Developer. For and in consideration of
Developer's obligations hereunder to construct the Minimum Improvements,
City agrees to make an Acquisition Grant to Developer on the Closing Date,
or such other date as the parties shall mutually agree upon in writing, in the
amount of Five Hundred Forty -One Thousand, Eight Hundred Ninety -One
and no/100 Dollars ($505,080.00) as follows:
Parcel A
Purchase Price
$912,000.00
Acquisition Grant
$456,000.00
Cash at Closing
$456,000.00
Parcel B
Purchase Price
$ 98,160.00
Acquisition Grant
$ 49,080.00
Cash at Closing
$ 49,080.00
3
The parties agree that the Acquisition Grant shall be payable in the form of
a credit favoring Developer at time of Closing with the effect of directly
offsetting the full Purchase Price obligation of Developer.
Section 5. The Simmons Development Agreement is amended by adding attached
Exhibit B-1.
Section 6. In consideration for City acknowledging Simmons fulfillment of the
obligations in Sec. 1 and 2 of the Simmons Development Agreement as stated in Sec. 3
above, Section 6.1 and 6.2 of the Simmons Development Agreement is amended to read
as follows:
SECTION 6. COVENANTS OF DEVELOPER.
6.1 Job Creation. During the Term of this Agreement, Developer shall comply with the
following employment -related covenants:
(1) Developer represents that the number of fulltime equivalent (FTE)
employees employed by Developer in Dubuque, Iowa, on the Closing Date is zero.
Developer shall create and maintain 138 FTE employees employed by Developer
by December 31, 2021. Developer shall create and maintain 271 FTE employees
employed by Developer by December 31, 2023, and during the remaining Term of
this Agreement at the Dubuque Industrial Center South facility. FTE employees
shall be calculated by adding fulltime and part-time employees together using 2080
hours per year as a FTE employee.
In addition to the 271 employees, Developer agrees to create and maintain by
December 1, 2024 and during the remaining Term of this Agreement ten (10)
additional FTE employees for a total of 281 FTE employees employed by
Developer.
Developer covenants that the jobs will be as follows:
Job Category
No. of
Jobs
Created (C)
or
Retained R
Starting or
Current Wage
Rate
Wage at 36
months following
the award
Management
31
C
$32.131hr(avg)
$35.111hr(avg)
Hourly Production
164
C
$21.00/hr(avg)
$22.951hr(avg)
Receiving
32
C
$21.081hr(avg)
$23.031hr(avg)
Shipping
34
C
$20.361hr (avg)
$22.251hr (avg)
Distribution Center
10
C
$20.361hr(avg)
$22.251hr(avg)
TOTAL
271
C
$22.181hr(avg)
$24.241hr(avg)
*An additional 10 FTES (for a total of 281 FTEs) may be divided between
Manaaement and Hourly Production cateaories as dictated by So�'sSimmons'
4
business needs from time to time.
(2) In the event that the certificate provided to City under Section 6.2 hereof on
December 31, 2032 discloses that Developer does not as of that date employ at
least Two Hundred Seventy One (271) FTE employees as provided hereinabove,
Developer shall pay to City, promptly upon written demand therefor, an amount
equal to $1,864.00 per job not created or maintained ($505,200.00 divided by 271
FTE _ $1,864.00).
(3) In addition, 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 3.2 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 6.1 (271). (For example, if the
certification shows 110 FTE on December 31, 2021 or December 31, 2022, the
semi-annual Economic Development Grants would be 79% (110/138) of the
allowable Developer Tax Increments received by City which would be paid by City
to Developer in May 2022, November 2022, May 2023 and November 2023. If the
certification shows 200 FTE during any year of the Term including and after
December 31, 2023, the semi-annual Economic Development Grants would be
74% (200/271) of the allowable Developer Tax Increments received by City which
would be paid by City to Developer). To be counted toward the 271 FTE, the jobs
must be paid not less than the amounts indicated in the chart in Section 6.1(1).
(4) Notwithstanding Section 6.1(3), City retains the right to begin withholding
semi-annual Economic Development Grant amounts beginning May 1, 2032 if the
certificate provided to City under Section 6.2 hereof on December 31, 2031
discloses that Developer as of that date has failed to create and maintain 271 FTE
employees. City shall not withhold in excess of $541,891.00 (the amount of the
Acquisition Grant). In the event that the certificate provided to City under Section
6.2 hereof on December 31, 2031 discloses that Developer does as of that date
have at least 271 FTE employees (2080 hours per year) as provided hereinabove,
City shall pay to Developer the amount of the Economic Development Grants
withheld under this Section.
(5) Failure by Developer to create and maintain the 10 additional positions shall
have no impact on Developer under Subsection 6.1(2) or (3) and shall only be used
for purposes of the Gronen Development Agreement as provided in that
Agreement.
6.2 Certification. To assist City in monitoring the performance of Developer hereunder,
on the Closing Date and again as of December 31 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 at the
Dubuque Industrial Center South 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
5
certificate, and during the preceding twelve (12) months, Developer is not or was not in
default in the fulfillment of any of the terms and conditions of this Agreement and that no
Event of Default (or event which, with the lapse of time or the giving of notice, or both,
would become an Event of Default) is occurring or has occurred as of the date of such
certificate or during such period, or if the signer is aware of any such default, event or
Event of Default, said officer shall disclose in such statement the nature thereof, its period
of existence and what action, if any, has been taken or is proposed to be taken with
respect thereto. Such certificate shall be provided by January 15 of each year thereafter
during the Term of this Agreement.
Section 7. Section 8 of the Simmons Development Agreement is amended to read
as follows:
8.3 Term; Termination Date. The Term of this Agreement and the rights and
obligations of the parties hereunder shall commence upon execution by both parties and
shall terminate at midnight on June 1, 2036 (the Termination Date).
All other terms and conditions of the Development Agreement shall remain
in full force and effect.
CITY OF DUBUQUE, IOWA SIMMONS PET FOOD, INC.
In
Brad M. Cavanagh, Mayor
By:
Adrienne Breitfelder, City Clerk
C1
INDEX LEGENO: Reserved for Recorder
LOCATION: CLOT CENT OFOUTH FIR INDUSTRIAL ��rIIII I3II �II7I �II II !III I^I �I�l�llll��pll`Ilg 1lll��l�III
CENTER SOUTH E.IO ADDITION, Illil II V IV N III III II I
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OFFEL WAY RIOWA
(FLEXSTEEL BUQUE HT OF WAY) ❑pc ID: 010652LA0005 Type' CEN
REWEHTOR: CIN OF DUBUQUE KSnd: BUP,VE11 PLAT
PROPRIETOR: CITY OFDUUUOUE Recorded' o1/os/zozl at 04: 17: E2 PM
SURVEYOR: RUSSELL N. KIEFFER Fee Amt: 942.00 Pape 1 Of 8
SURVEYOR COMPANY: CITY OF DUBUQUE Dubuque cpuntY SpWe
Jchn Murphy Recorder
RETURN TO: RUSSELL N. KIEFFER, CITY OF DUHUODE
50 WEST 13TH ST., DUBUQUE, IOWA 52001 File 2 1-000002 5 5
Prepared By: City of Dubuque Address: 50 West 13th St., Dubuque, IA 52001 Ph:563-56911270
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