Approving a Proposed Development Agreement with SJR Properties, L.L.C. and Universal Tank & Fabrication, Inc. Copyrighted
December 2, 2024
City of Dubuque PUBLIC HEARINGS # 5.
City Council
ITEM TITLE: Approving a Proposed Development Agreement with SJR
Properties, L.L.C. and Universal Tank & Fabrication, Inc.
SUMMARY: Proof of publication on notice of public hearing to consider
City Council approval of a resolution for a proposed
Development Agreement including the issuance of Urban
Renewal Tax Increment Revenue Grant Obligations (TIF) by
and among the City of Dubuque, lowa, SJR Properties, L.L.C.
and Universal Tank & Fabrication, Inc., and City Manager
recommending approval.
RESOLUTION Approving A Development Agreement By And
Among The City Of Dubuque, lowa, SJR Properties, L.L.C.,
And Universal Tank & Fabrication, Inc., Including The
Issuance Of Urban Tax Increment Revenue Obligations
SUGGUESTED Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
1. MVM Memo
2. Staff Memo
3. Development Agreement signed by Employer
4. Development Agreement signed by Developer
5. Resolution
Page 522 of 645
Dubuque
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Approving a Proposed Development Agreement with SJR Properties,
L.L.C. and Universal Tank & Fabrication, Inc.
DATE: November 26, 2024
Economic Development Director Jill Connors is recommending City Council approval of
a resolution for a proposed Development Agreement including the issuance of Urban
Renewal Tax Increment Revenue Grant Obligations (TIF) by and among the City of
Dubuque, lowa, SJR Properties, L.L.C. and Universal Tank & Fabrication, Inc. This
proposed Development Agreement would further the City Council's goal Robust Local
Economy: Diverse Businesses and Jobs with Economic Prosperity.
Key elements of the Development Agreement are as follows:
1. Developer and Employer must make a capital investment of approximately
$7,250,000 to construct an industrial facility and related machinery and
furnishings on the property at 8025 Chavenelle.
2. Universal Tank & Fabrication, Inc. must maintain its existing 40 full time
equivalent positions at the current facility and create at least 10 new full time
equivalent positions by October 1, 2028. The 50 full time equivalent positions
must be maintained through the term of the Agreement.
3. Universal Tank & Fabrication, Inc. will receive 10 years of tax increment financing
incentives in the form of semi-annual rebates. These incentives are calculated in
relation to the number of jobs committed in the Development Agreement. Tax
increment financing incentives are estimated to not exceed $330,000.
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.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
v
Mic ael C. Van Milligen
Page 523 of 645
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jill Connors, Economic Development Director
2
Page 524 of 645
Dubuque Economic Development
Department
THE CITY OF ' ' 1300 Main Street
All•Ame�ica City Dubuque,lowa 52001-4763
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Masterpiece on the Mississippi 2oi�*zoi9
TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
SUBJECT: Approving a Proposed Development Agreement with SJR Properties,
L.L.C. and Universal Tank & Fabrication, Inc.
DATE: November 20, 2024
INTRODUCTION
This memorandum presents for your review and approval a resolution approving a
proposed Development Agreement by and among the City of Dubuque, lowa, SJR
Properties, L.L.C. and Universal Tank & Fabrication, Inc.
BACKGROUND
SJR Properties, L.L.C., an lowa limited liability company operating in Dubuque, is the owner
of the property locally known as 8025 Chavenelle Road.
Universal Tank & Fabrication, Inc, a Delaware corporation with its principal place of
business in Dubuque, manufactures pressure vessels, tanks and related fabrications for a
broad customer base extending across North America. Their products are used in various
markets that include Water (municipal, waste and industrial segments), Air, Energy
(biofuels), Pharmaceutical, and an extensive "Other" category for custom, one-off projects.
The Dubuque City Council previously approved an Economic development Assistance
application on behalf of Universal Tank & Fabrication, Inc. for the proposed investment of
approximately $4,925,000 for the expansion of its operations in Dubuque.
DISCUSSION
Universal Tank & Fabrication, Inc. has determined a need to increase its manufacturing
throughput by constructing an approximately 28,000 square foot building specifically
designed for blasting/painting and assembling products. SJR Properties, L.L.C., as
Page 525 of 645
property owner and developer, has determined to expand the facility located at 8025
Chavenelle to accommodate the growth needs of Universal Tank & Fabrication, Inc. and to
add new employment in the City. The project is anticipated to begin by March 1, 2025.
Key elements of the Development Agreement are as follows:
1. Developer and Employer must make a capital investment of approximately
$7,250,000 to construct an industrial facility and related machinery and furnishings
on the property at 8025 Chavenelle.
2. Universal Tank & Fabrication, Inc. must maintain its existing 40 full time equivalent
positions at the current facility and create at least 10 new full time equivalent
positions by October 1, 2028. The 50 full time equivalent positions must be
maintained through the term of the Agreement.
3. Universal Tank & Fabrication, Inc. will receive 10 years of tax increment financing
incentives in the form of semi-annual rebates. These incentives are calculated in
relation to the number of jobs committed in the Development Agreement. Tax
increment financing incentives are estimated to not exceed $330,000.
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
I recommend, following the public hearing, the City Councill adopt the attached resolution
approving the Development Agreement including the issuance of Urban Renewal Tax
Increment Revenue Grant Obligations (TIF). This proposed Development Agreement
would further the City Council's goal Robust Local Economy: Diverse Businesses and Jobs
with Economic Prosperity.
2
Page 526 of 645
DEVELOPMENT AGREEMENT
BY AND AMONG
THE CITY OF DUBUQUE, IOWA,
SJR PROPERTIES, L.L.C.,
AND
UNIVERSAL TANK & FABRICATION, INC.
This Agreement, dated for reference purposes the day of
Gf mloei , 2024, 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), SJR Properties, L.L.C., an Iowa limited
liability company with its principal place of business at Dubuque, Iowa (Developer), and
Universal Tank & Fabrication, Inc., a Delaware corporation with its principal place of
business in Dubuque, Iowa (Employer).
WITNESSETH:
WHEREAS, Developer is the owner of the following described real estate (the
"Property"):
Lot 7 and Lot 8 of Dubuque Industrial Center West 2nd Addition in the City of Dubuque,
Iowa, according to the recorded plat thereof locally known as 8025 Chavenelle Road; and
WHEREAS, Developer has determined to expand the commercial building/facility
(the Facility) located on the Property to accommodate Employer, and other possible
tenants, to add new employment in the City 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, Developer and Employer have entered into an agreement for the
lease of space within the Facility (the Lease) 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
11072024bal
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WHEREAS, Employer agrees to join in this Agreement and assume the rights and
responsibilities provided herein; and
WHEREAS, the Project is located within the Dubuque Industrial Center (the
District), which has been so designated by City Council Resolution 478-97 to be
designated as a slum and blighted area (the Project Area), as defined by lowa Code
Chapter 403 (the Urban Renewal Law); and
WHEREAS, Developerwill make a capital investment including constructing a new
facility, equipment, furniture and fixtures in the Property (the Project); and
WHEREAS, pursuant to lowa Code Section 403.6(1), and in conformance with the
Urban Renewal Plan for the Project Area adopted on May 2, 1988 and last amended on
February 19, 2024, a copy of which is attached hereto as Exhibit A (the Urban Renewal
Plan) City has the authority to enter into contracts and agreements to implement the
Urban Renewal Plan, as amended; and
WHEREAS, the City Council believes it is in the best interests of City to encourage
Developer in the development of the Property by providing certain incentives as set forth
herein.
NOW, THEREFORE, 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 and Employer 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.
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(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 lowa, and State of Delaware,
respectively, and have all requisite power and authority to own and operate their
properties, to carry on their respective business as now conducted and as
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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.
(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
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requirements of this Agreement and shall provide evidence thereof to City prior to
the Closing Date.
1.3 Conditions to Closinq. 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.
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(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 8025 Chavenelle Road in the City of Dubuque, lowa, as of January 1,
2024.
(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 substantively in the form of
the attached 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 Closinq. The closing shall take place on the Closing Date which shall be the 3rd
day December, 2024, 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, 2024.
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 Obliqations at Closinq. 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.
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SECTION 2. DEVELOPMENT ACTIVITIES
2.1 Required Minimum Improvements. Developer and Employer will make a capital
investment of approximately Seven Million Two Hundred Fifty Thousand Dollars
($7,250,000) to improve the Property (the Minimum Improvements). The Minimum
Improvements include the construction of an industrial facility and related machinery and
furnishings.
2.2 Plans for Construction of Minimum Improvements. Developer agrees the
construction of the Minimum Improvements shall be in conformity with the Urban Renewal
Plan, this Agreement, and all applicable state and local laws and regulations. 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, 2025
and shall be substantially completed by December 31, 2026. 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.
2.5 Security Cameras. Developer shall install security cameras on the exterior of all
newly constructed buildings on the Property and register said cameras with the "Secure
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Dubuque Personal Surveillance System" described at
https://cityofdubuque.orq/2980/Secure-Dubuque.
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 Economic Development Grants)to Developer, as follows:
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
November 1, 2035 May 1, 2036
November 1, 2036 May 1, 2037
November 1, 2037 May 1, 2038
pursuant to lowa Code Section 403.9 of the Urban Renewal Law, in
amounts equal to the actual amount of tax increment revenues collected by
City under lowa Code Section 403.19 (without regard to any averaging that
may otherwise be utilized under lowa Code Section 403.19 and excluding
any interest that may accrue thereon prior to payment to Developer) during
the preceding six (6) month period in respect of the Property and Minimum
Improvements constructed by Developer (the Developer Tax Increments).
City and Developer agree that for purposes of this Section 3.1(1), the
assessed value of the Property as of January 1, 2024 is $2,183,000.
Developer recognizes and agrees that the Developer Economic
Development Grants shall be paid solely and only from the incremental
taxes collected by City in respect to the Property and Minimum
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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 lowa law,
and thus such incremental taxes will not include all amounts paid by
Developer as regular property taxes.
(b) To fund the Developer Economic Development Grants, City shall
certify to the County prior to December 1 of each year, commencing
December 1, 2027, its request for the available Developer Tax Increments
resulting from the assessments imposed by the County as of January 1 of
that year, to be collected by City as taxes are paid during the following fiscal
year and which shall thereafter be disbursed to Developer on November 1
and May 1 of that fiscal year. (Example: If City so certifies by December 1,
2027, the Developer Economic Development Grants in respect thereof
would be paid to Developer on November 1, 2028, and May 1, 2029.)
(c) The Developer 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 Universal Tank 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 Universal
Tank TIF Account to pay the Developer Economic Development Grants, as
and to the extent set forth in Section 3.1(1) hereof. The Developer Economic
Development Grants shall not be payable in any manner by other tax
increments revenues or by general taxation or from any other City funds.
City makes no representation with respect to the amounts that may be paid
to Developer as the Developer Economic Development Grants in any one
year and under no circumstances shall City in any manner be liable to
Developer so long as City timely applies the Developer Tax Increments
actually collected and held in the Universal Tank TIF Account (regardless
of the amounts thereof) to the payment of the Developer Economic
Development Grants to 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
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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 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,
2025. City shall use best efforts to amend the Urban Renewal Plan by December
31, 2025.
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. NON-APPROPRIATION / LIMITED SOURCE OF FUNDING.
4.1 Non-Appropriation.
(1) Notwithstanding anything in this Agreement to the contrary, the obligation
of City to pay any installment of the Economic Development 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 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.
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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 8025 Chavenelle Road as of January 1, 2024
is forty (40). Employer shall create and maintain 10 additional FTE employees
employed by Employer whose primary place of employment is 8025 Chavenelle
Road by October 1, 2028 and during the remaining Term of this Agreement for a
total of Fifty (50) FTE employees whose primary place of employment is at 8025
Chavenelle 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 Developer 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 (10 FTEs) by this Section 5.1. (For example, if Employer
has 40 FTE employees employed by Employer, the semi-annual Developer
Economic Development Grants to be paid for that year would be reduced by 20%
(40/50 employees) of the Tax Increment Revenues received by City). The
reduction of the semi-annual Developer Economic Development Grants shall be
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City's sole remedy for the failure of Employer 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, 2038.
5.2 Certification. To assist City in monitoring the perFormance of Employer hereunder,
as of October 1, 2028, 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 8025
Chavenelle 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, 2028, 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, 2038 (due by October 15,
2038).
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
52827730v4
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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 lowa Code Chapters 404 and 427, as amended.
5.6 Insurance Requirements.
(1) Developer shall provide and maintain or cause to be maintained at all times
during the process of constructing the Minimum Improvements and at its sole cost
and expense (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):
All risk builder's risk insurance, written on a Completed Value Form in an amount
equal to one hundred percent (100%) of the replacement value when construction
is completed Minimum Improvements, naming City as an additional insured and
lender loss payable. Coverage shall include the "special perils" form.
(2) Upon completion of construction of the Minimum Improvements and up to
the Termination Date, Developer and Employer, as the case may be, shall
maintain, or cause to be maintained, at their respective 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) all risk 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.
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.
(3) Developer agrees to notify City immediately in the case of damage
exceeding $200,000.00 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 building portions of 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
52827730v4
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any insurance relating to such damage received by Developer to the payment or
reimbursement of the costs thereof, subject, however, to the terms of any
mortgage encumbering title to the Property (as its interests may appear).
Developer shall complete the repair, reconstruction and restoration of Minimum
Improvements whether or not the Net Proceeds of insurance received by
Developer for such Purposes are sufficient.
5.7 Preservation of 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 and Employer 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.
52827730v4
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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 agrees to the following
conditions of release and indemnification.
(1) Developer releases City and the governing body members, officers, agents,
servants and employees thereof (hereinafter, for purposes of this Section, the
Indemnified Parties) from and covenants and agrees that the Indemnified Parties
shall not be liable for, and agrees to indemnify, defend and hold harmless the
Indemnified Parties against any loss or damage to property or any injury to or death
of any person occurring at or about or resulting from any defect in the Minimum
Improvements.
(2) Except for any gross negligence, willful misrepresentation or any willful or
wanton misconduct or any unlawful act of the Indemnified Parties, Developer
agrees to protect and defend the Indemnified Parties, now or forever, and further
agrees to hold the Indemnified Parties harmless, from any claim, demand, suit,
action or other proceedings whatsoever by any person or entity whatsoever arising
or purportedly arising from (1) any violation of any agreement or condition of this
Agreement (except with respect to any suit, action, demand or other proceeding
brought by Developer against City based on an alleged breach of any
representation, warranty or covenant of City under this Agreement and/or to
52827730v4
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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.
52827730v4
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(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.
52827730v4
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6.4 No Implied Waiver. In the event any agreement contained in this Agreement
should be breached by any party and thereafter waived by any other party, such waiver
shall be limited to the particular breach so waived and shall not be deemed to waive any
other concurrent, previous or subsequent breach hereunder.
6.5 Aqreement to Pay Attornevs' Fees and Expenses. If any action at law or in equity,
including an action for declaratory relief or arbitration, is brought to enforce or interpret
the provisions of this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees and costs of litigation from the other party. Such fees and
costs of litigation may be set by the court in the trial of such action or by the arbitrator, as
the case may be, or may be enforced in a separate action brought for that purpose. Such
fees and costs of litigation shall be in addition to any other relief that may be awarded.
6.6 Remedies on Default bv 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:
SJR Properties, L.L.C.
Attn: Tom Rauen
8025 Chavenelle Road
Dubuque, IA 52001
Phone:
Fax:
With Copy to:
52827730v4
Page 544 of 645
Drake Law Firm PC
Attn: Flint Drake
300 Main Street, STE 323
Dubuque, IA 52001
Phone: (563) 582-2000
(2) If to Employer:
Universal Tank & Fabrication, Inc.
Attn: Dan Davis
8025 Chavenelle Road
Dubuque, IA 52002
Phone:
With copy to:
Reinhart Boerner Van Deuren s.c.
1000 North Water Street, Suite 1700
Milwaukee, WI 53202
Attn: Nathan J. Neuberger
(3) If to City:
City Manager
50 W. 13th Street
Dubuque, lowa 52001
Phone: (563) 589-4110
Fax: (563) 589-4149
With copy to:
City Attorney
City Hall
50 W. 13th Street
Dubuque, lowa 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 Bindinq 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.
52827730v4
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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, 2038 (the Termination Date).
7.5 Execution Bv 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 Aqreement. 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, lowa. Developer shall pay the costs for so
recording.
IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in
its name and behalf by its Mayor and attested to by its City Clerk and Developer and
Employer has caused this Agreement to be duly executed.
CITY OF DUBUQUE, IOWA SJR PROPERTIES, L.L.C.
52827730v4
Page 546 of 645
By: ,
Bra�M_v�gh, Mayor
Attest:
By: �� &V.,
Adrienne N. Breitfelder, City Clerk
Toter ��.
By: _a ,
Tom Rauen, Manager
UNIVERSAL TANK & FABRICATION,
INC.
Signed by:
By Pau, pavIiS
F I IBU6%V I ' President
52827730v4
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 Employer's Counsel
Exhibit E City Certificate
Exhibit F Certificate of Completion
Exhibit G Memorandum of Development Agreement
52827730v4
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EXHIBIT A
URBAN RENEWAL PLAN
(on file in City Clerk's office, 50 W. 13t"Street, Dubuque, IA 52001)
52827730v4
Page 549 of 645
EXHIBIT B
OPINION OF COUNSEL TO CITY
52827730v4
Page 550 of 645
Barry A.Lindahl,Esq.
Dubuque
Senior Counsel THE CITY OF �
Suite 330,Harbor View Place All-Anerip Ciry
300 Main Street ��L �
Dubuque,Iowa 52001-6944 � � � I
(563)583-4113 office � �
(563)583-1040 fax 2007•2012•2013
balcs ��citvofdubu uc.or MaSteY�JleCe OYl t�le MlSSZSSZ�'1�J1 2017*2019
0.� 9�
(DATE)
RE:
Dear �
I have acted as counsel for the City of Dubuque, lowa, in connection with the execution
and delivery of a certain Development Agreement by and among SJR Properties, L.L.C.
(Developer), Universal Tank & Fabrication, Inc. (Employer) and the City of Dubuque,
lowa (City) dated for reference purposes the day of , 20_
The City has duly obtained all necessary approvals and consents for its execution,
delivery and performance of this Agreement and has full power and authority to execute,
deliver and perform its obligations under this Agreement, and to the best of my
knowledge, the representations of the City Manager in his letter dated the day of
, 20_, are correct.
Very sincerely,
Barry A. Lindahl, Esq.
Senior Counsel
BAL:JLM
52827730v4
Page 551 of 645
EXHIBIT C
OPINION OF DEVELOPER'S COUNSEL
52827730v4
Page 552 of 645
Mayor and City Councilmembers
City Hall
13th and Central Avenue
Dubuque IA 52001
Re: Development Agreement By and Among the City of Dubuque, lowa, SJR Properties,
L.L.C. and Universal Tank & Fabrication, Inc.
Dear Mayor and City Councilmembers:
We have acted as counsel for SJR Properties, L.L.C., (Developer) in connection
with the execution and delivery of a certain Development Agreement (Development
Agreement) between Developer, Universal Tank & Fabrication, Inc. and the City of
Dubuque, lowa (City) dated for reference purposes the day of , 20_
We have examined the original certified copy, or copies otherwise identified to our
satisfaction as being true copies, of the Development Agreement and such other
documents and records as we have deemed relevant and necessary as a basis for the
opinions set forth herein.
Based on the pertinent law, the foregoing examination and such other inquiries as
we have deemed appropriate, we are of the opinion that:
1. Developer is an lowa limited liability company with its principal place of
business at Dubuque, lowa and has full power and authority to execute, deliver and
perform in full Development Agreement. The Development Agreement has been duly
and validly authorized, executed and delivered by Developer and, assuming due
authorization, execution and delivery by City, is in full force and effect and is valid and
legally binding instrument of Developer enforceable in accordance with its terms, except
as the same may be limited by bankruptcy, insolvency, reorganization or other laws
relating to or affecting creditors' rights generally.
2. The execution, delivery and performance by Developer of the Development
Agreement and the carrying out of the terms thereof, will not result in violation of any
provision of, or in default under, the articles of incorporation and bylaws of Developer,
any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree,
order, statute, rule, regulation or restriction to which Developer is a party or by which
Developer's property is bound or subject.
3. To the best of our knowledge, there are no actions, suits or proceedings
52827730v4
Page 553 of 645
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
52827730v4
Page 554 of 645
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,
52827730v4
Page 555 of 645
EXHIBIT D
OPINION OF EMPLOYER'S COUNSEL
52827730v4
Page 556 of 645
Mayor and City Councilmembers
City Hall
13th and Central Avenue
Dubuque IA 52001
Re: Development Agreement By and Among the City of Dubuque, lowa, SJR Properties,
L.L.C. (Developer), and Universal Tank & Fabrication, Inc. (Employer)
Dear Mayor and City Councilmembers:
We have acted as counsel for Universal Tank & Fabrication, Inc., (Employer) in
connection with the execution and delivery of a certain Development Agreement
(Development Agreement) by and among SJR Properties, L.L.C. (Developer), Universal
Tank & Fabrication, Inc. (Employer), and the City of Dubuque, lowa (City) dated for
reference purposes the day of , 20_
We have examined the original certified copy, or copies otherwise identified to our
satisfaction as being true copies, of the Development Agreement and such other
documents and records as we have deemed relevant and necessary as a basis for the
opinions set forth herein.
Based on the pertinent law, the foregoing examination and such other inquiries as
we have deemed appropriate, we are of the opinion that:
1. Employer is a corporation organized and existing under the laws of the State
of lowa and has full power and authority to execute, deliver and perform in full
Development Agreement. The Development Agreement has been duly and validly
authorized, executed and delivered by 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.
52827730v4
Page 557 of 645
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:
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(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,
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EXHIBIT E
CITY CERTIFICATE
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Dubuque CityManager'sOffice
� City Hall
THE CITY OF 5o west 13�h street
Allk Ame�ic�Clly Dubuque,Iowa 52001-4864
U� � 1 I I I (563)589-4110 office
(563)589-4149 fax
� ctymgr@cityofdubuque.org
2007►2012+2013
Masterpiece on the Mississippi 2oi�*zoi9
(DATE)
Re: Development Agreement By and Among the City of Dubuque, lowa, SJR Properties,
L.L.C. and Universal Tank & Fabrication, Inc.
Dear �
I am the City Manager of the City of Dubuque, lowa and have acted in that capacity in
connection with the execution and delivery of a certain Development Agreement by and
among SJR Properties, L.L.C., (Developer), and Universal Tank & Fabrication, Inc.
(Employer), and the City of Dubuque, lowa (City) dated for reference purposes the
day of , 20_.
On behalf of the City of Dubuque, I hereby represent and warrant to Developer and
Employer 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 and Employer at time of
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closing confirming the representation contained herein, in the form attached hereto
as Exhibit C.
(13) City shall exercise its best efforts to assist with Developer and Employer in
the development process.
(14) City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and prompt fashion.
(15) 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
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EXHIBIT F
CERTIFICATE OF COMPLETION
52827730v4
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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, lowa, a municipal corporation (City) has entered
into a Development Agreement with SJR Properties, L.L.C. (Developer) and Universal
Tank & Fabrication, Inc. (Employer) 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 7 and Lot 8 of Dubuque Industrial Center West 2nd Addition in the City of Dubuque,
lowa, according to the recorded plat thereof.
(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
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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
By:
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 lowa, 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, lowa, 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
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EXHIBIT G
MEMORANDUM OF DEVELOPMENT AGREEMENT
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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, lowa, an lowa municipal
corporation, of Dubuque, lowa, SJR PROPERTIES, L.L.C., and UNIVERSAL TANK &
FABRICATION, INC. was made regarding the following described premises:
Lot 7 and Lot 8 of Dubuque Industrial Center West 2nd Addition in the City of Dubuque,
lowa, according to the recorded plat thereof.
The Development Agreement is dated for reference purposes the day of
, 20_, 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 , 2024.
CITY OF DUBUQUE, IOWA
By:
Barry A. Lindahl, Esq., Senior Counsel
STATE OF IOWA
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: SS:
DUBUQUE COUNTY
On this day of , 2024, before me, a Notary Public in and for the State of
lowa, 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
lowa 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 lowa
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DEVELOPMENT AGREEMENT
BY AND AMONG
THE CITY OF DUBUQUE, IOWA,
SJR PROPERTIES, L.L.C.,
AND
UNIVERSAL TANK & FABRICATION, INC.
This Agreement, dated for reference purposes the day of
, 2024, by and among the City of Dubuque, lowa, a municipality (City),
established pursuant to the lowa Code and acting under authorization of lowa Code
Chapter 403, as amended (Urban Renewal Act), SJR Properties, L.L.C., an lowa limited
liability company with its principal place of business at Dubuque, lowa (Developer), and
Universal Tank & Fabrication, Inc., a Delaware corporation with its principal place of
business in Dubuque, lowa (Employer).
WITNESSETH:
WHEREAS, Developer is the owner of the following described real estate (the
"Property"):
Lot 7 and Lot 8 of Dubuque Industrial Center West 2"d Addition in the City of Dubuque,
lowa, according to the recorded plat thereof locally known as 8025 Chavenelle Road; and
WHEREAS, Developer has determined to expand the commercial building/facility
(the Facility) located on the Property to accommodate Employer, and other possible
tenants, to add new employment in the City 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, Developer and Employer have entered into an agreement for the
lease of space within the Facility (the Lease) 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
11072024ba1
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WHEREAS, Employer agrees to join in this Agreement and assume the rights and
responsibilities provided herein; and
WHEREAS, the Project is located within the Dubuque Industrial Center (the
District), which has been so designated by City Council Resolution 478-97 to be
designated as a slum and blighted area (the Project Area), as defined by lowa Code
Chapter 403 (the Urban Renewal Law); and
WHEREAS, Developerwill make a capital investment including constructing a new
facility, equipment, furniture and fixtures in the Property (the Project); and
WHEREAS, pursuant to lowa Code Section 403.6(1), and in conformance with the
Urban Renewal Plan for the Project Area adopted on May 2, 1988 and last amended on
February 19, 2024, a copy of which is attached hereto as Exhibit A (the Urban Renewal
Plan) City has the authority to enter into contracts and agreements to implement the
Urban Renewal Plan, as amended; and
WHEREAS, the City Council believes it is in the best interests of City to encourage
Developer in the development of the Property by providing certain incentives as set forth
herein.
NOW, THEREFORE, 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 and Employer 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.
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(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 lowa, and State of Delaware,
respectively, and have all requisite power and authority to own and operate their
properties, to carry on their respective business as now conducted and as
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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.
(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
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requirements of this Agreement and shall provide evidence thereof to City prior to
the Closing Date.
1.3 Conditions to Closinq. 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.
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(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 8025 Chavenelle Road in the City of Dubuque, lowa, as of January 1,
2024.
(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 substantively in the form of
the attached 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 Closinq. The closing shall take place on the Closing Date which shall be the 3rd
day December, 2024, 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, 2024.
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 Obliqations at Closinq. 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.
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SECTION 2. DEVELOPMENT ACTIVITIES
2.1 Required Minimum Improvements. Developer and Employer will make a capital
investment of approximately Seven Million Two Hundred Fifty Thousand Dollars
($7,250,000) to improve the Property (the Minimum Improvements). The Minimum
Improvements include the construction of an industrial facility and related machinery and
furnishings.
2.2 Plans for Construction of Minimum Improvements. Developer agrees the
construction of the Minimum Improvements shall be in conformity with the Urban Renewal
Plan, this Agreement, and all applicable state and local laws and regulations. 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, 2025
and shall be substantially completed by December 31, 2026. 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.
2.5 Security Cameras. Developer shall install security cameras on the exterior of all
newly constructed buildings on the Property and register said cameras with the "Secure
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Dubuque Personal Surveillance System" described at
https://cityofdubuque.orq/2980/Secure-Dubuque.
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 Economic Development Grants)to Developer, as follows:
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
November 1, 2035 May 1, 2036
November 1, 2036 May 1, 2037
November 1, 2037 May 1, 2038
pursuant to lowa Code Section 403.9 of the Urban Renewal Law, in
amounts equal to the actual amount of tax increment revenues collected by
City under lowa Code Section 403.19 (without regard to any averaging that
may otherwise be utilized under lowa Code Section 403.19 and excluding
any interest that may accrue thereon prior to payment to Developer) during
the preceding six (6) month period in respect of the Property and Minimum
Improvements constructed by Developer (the Developer Tax Increments).
City and Developer agree that for purposes of this Section 3.1(1), the
assessed value of the Property as of January 1, 2024 is $2,183,000.
Developer recognizes and agrees that the Developer Economic
Development Grants shall be paid solely and only from the incremental
taxes collected by City in respect to the Property and Minimum
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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 lowa law,
and thus such incremental taxes will not include all amounts paid by
Developer as regular property taxes.
(b) To fund the Developer Economic Development Grants, City shall
certify to the County prior to December 1 of each year, commencing
December 1, 2027, its request for the available Developer Tax Increments
resulting from the assessments imposed by the County as of January 1 of
that year, to be collected by City as taxes are paid during the following fiscal
year and which shall thereafter be disbursed to Developer on November 1
and May 1 of that fiscal year. (Example: If City so certifies by December 1,
2027, the Developer Economic Development Grants in respect thereof
would be paid to Developer on November 1, 2028, and May 1, 2029.)
(c) The Developer 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 Universal Tank 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 Universal
Tank TIF Account to pay the Developer Economic Development Grants, as
and to the extent set forth in Section 3.1(1) hereof. The Developer Economic
Development Grants shall not be payable in any manner by other tax
increments revenues or by general taxation or from any other City funds.
City makes no representation with respect to the amounts that may be paid
to Developer as the Developer Economic Development Grants in any one
year and under no circumstances shall City in any manner be liable to
Developer so long as City timely applies the Developer Tax Increments
actually collected and held in the Universal Tank TIF Account (regardless
of the amounts thereof) to the payment of the Developer Economic
Development Grants to 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
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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 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,
2025. City shall use best efforts to amend the Urban Renewal Plan by December
31, 2025.
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. NON-APPROPRIATION / LIMITED SOURCE OF FUNDING.
4.1 Non-Appropriation.
(1) Notwithstanding anything in this Agreement to the contrary, the obligation
of City to pay any installment of the Economic Development 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 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.
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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 8025 Chavenelle Road as of January 1, 2024
is forty (40). Employer shall create and maintain 10 additional FTE employees
employed by Employer whose primary place of employment is 8025 Chavenelle
Road by October 1, 2028 and during the remaining Term of this Agreement for a
total of Fifty (50) FTE employees whose primary place of employment is at 8025
Chavenelle 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 Developer 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 (10 FTEs) by this Section 5.1. (For example, if Employer
has 40 FTE employees employed by Employer, the semi-annual Developer
Economic Development Grants to be paid for that year would be reduced by 20%
(40/50 employees) of the Tax Increment Revenues received by City). The
reduction of the semi-annual Developer Economic Development Grants shall be
52827730v4
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City's sole remedy for the failure of Employer 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, 2038.
5.2 Certification. To assist City in monitoring the perFormance of Employer hereunder,
as of October 1, 2028, 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 8025
Chavenelle 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, 2028, 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, 2038 (due by October 15,
2038).
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
52827730v4
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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 lowa Code Chapters 404 and 427, as amended.
5.6 Insurance Requirements.
(1) Developer shall provide and maintain or cause to be maintained at all times
during the process of constructing the Minimum Improvements and at its sole cost
and expense (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):
All risk builder's risk insurance, written on a Completed Value Form in an amount
equal to one hundred percent (100%) of the replacement value when construction
is completed Minimum Improvements, naming City as an additional insured and
lender loss payable. Coverage shall include the "special perils" form.
(2) Upon completion of construction of the Minimum Improvements and up to
the Termination Date, Developer and Employer, as the case may be, shall
maintain, or cause to be maintained, at their respective 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) all risk 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.
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.
(3) Developer agrees to notify City immediately in the case of damage
exceeding $200,000.00 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 building portions of 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
52827730v4
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any insurance relating to such damage received by Developer to the payment or
reimbursement of the costs thereof, subject, however, to the terms of any
mortgage encumbering title to the Property (as its interests may appear).
Developer shall complete the repair, reconstruction and restoration of Minimum
Improvements whether or not the Net Proceeds of insurance received by
Developer for such Purposes are sufficient.
5.7 Preservation of 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 and Employer 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.
52827730v4
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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 agrees to the following
conditions of release and indemnification.
(1) Developer releases City and the governing body members, officers, agents,
servants and employees thereof (hereinafter, for purposes of this Section, the
Indemnified Parties) from and covenants and agrees that the Indemnified Parties
shall not be liable for, and agrees to indemnify, defend and hold harmless the
Indemnified Parties against any loss or damage to property or any injury to or death
of any person occurring at or about or resulting from any defect in the Minimum
Improvements.
(2) Except for any gross negligence, willful misrepresentation or any willful or
wanton misconduct or any unlawful act of the Indemnified Parties, Developer
agrees to protect and defend the Indemnified Parties, now or forever, and further
agrees to hold the Indemnified Parties harmless, from any claim, demand, suit,
action or other proceedings whatsoever by any person or entity whatsoever arising
or purportedly arising from (1) any violation of any agreement or condition of this
Agreement (except with respect to any suit, action, demand or other proceeding
brought by Developer against City based on an alleged breach of any
representation, warranty or covenant of City under this Agreement and/or to
52827730v4
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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.
52827730v4
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(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.
52827730v4
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6.4 No Implied Waiver. In the event any agreement contained in this Agreement
should be breached by any party and thereafter waived by any other party, such waiver
shall be limited to the particular breach so waived and shall not be deemed to waive any
other concurrent, previous or subsequent breach hereunder.
6.5 Aqreement to Pay Attornevs' Fees and Expenses. If any action at law or in equity,
including an action for declaratory relief or arbitration, is brought to enforce or interpret
the provisions of this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees and costs of litigation from the other party. Such fees and
costs of litigation may be set by the court in the trial of such action or by the arbitrator, as
the case may be, or may be enforced in a separate action brought for that purpose. Such
fees and costs of litigation shall be in addition to any other relief that may be awarded.
6.6 Remedies on Default bv 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:
SJR Properties, L.L.C.
Attn: Tom Rauen
8025 Chavenelle Road
Dubuque, IA 52001
Phone:
Fax:
With Copy to:
52827730v4
Page 586 of 645
Drake Law Firm PC
Attn: Flint Drake
300 Main Street, STE 323
Dubuque, IA 52001
Phone: (563) 582-2000
(2) If to Employer:
Universal Tank & Fabrication, Inc.
Attn: Dan Davis
8025 Chavenelle Road
Dubuque, IA 52002
Phone:
With copy to:
Reinhart Boerner Van Deuren s.c.
1000 North Water Street, Suite 1700
Milwaukee, WI 53202
Attn: Nathan J. Neuberger
(3) If to City:
City Manager
50 W. 13th Street
Dubuque, lowa 52001
Phone: (563) 589-4110
Fax: (563) 589-4149
With copy to:
City Attorney
City Hall
50 W. 13th Street
Dubuque, lowa 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 Bindinq 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.
52827730v4
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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, 2038 (the Termination Date).
7.5 Execution Bv 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 Aqreement. 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, lowa. Developer shall pay the costs for so
recording.
IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in
its name and behalf by its Mayor and attested to by its City Clerk and Developer and
Employer has caused this Agreement to be duly executed.
CITY OF DUBUQUE, IOWA SJR PROPERTIES, L.L.C.
52827730v4
Page 588 of 645
By: By: TotN�artieh
,,�s�;
Brad M. Cavanagh, Mayor Tom Rauen, Manager
Attest:
By: UNIVERSAL TANK & FABRICATION,
INC.
Adrienne N. Breitfelder, City Clerk
By:
Dan Davis, President
52827730v4
Page 589 of 645
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 Employer's Counsel
Exhibit E City Certificate
Exhibit F Certificate of Completion
Exhibit G Memorandum of Development Agreement
52827730v4
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EXHIBIT A
URBAN RENEWAL PLAN
(on file in City Clerk's office, 50 W. 13t"Street, Dubuque, IA 52001)
52827730v4
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EXHIBIT B
OPINION OF COUNSEL TO CITY
52827730v4
Page 592 of 645
Barry A.Lindahl,Esq.
Dubuque
Senior Counsel THE CITY OF �
Suite 330,Harbor View Place All-Anerip Ciry
300 Main Street ��L �
Dubuque,Iowa 52001-6944 � � � I
(563)583-4113 office � �
(563)583-1040 fax 2007•2012•2013
balcs ��citvofdubu uc.or MaSteY�JleCe OYl t�le MlSSZSSZ�'1�J1 2017*2019
0.� 9�
(DATE)
RE:
Dear �
I have acted as counsel for the City of Dubuque, lowa, in connection with the execution
and delivery of a certain Development Agreement by and among SJR Properties, L.L.C.
(Developer), Universal Tank & Fabrication, Inc. (Employer) and the City of Dubuque,
lowa (City) dated for reference purposes the day of , 20_
The City has duly obtained all necessary approvals and consents for its execution,
delivery and performance of this Agreement and has full power and authority to execute,
deliver and perform its obligations under this Agreement, and to the best of my
knowledge, the representations of the City Manager in his letter dated the day of
, 20_, are correct.
Very sincerely,
Barry A. Lindahl, Esq.
Senior Counsel
BAL:JLM
52827730v4
Page 593 of 645
EXHIBIT C
OPINION OF DEVELOPER'S COUNSEL
52827730v4
Page 594 of 645
Mayor and City Councilmembers
City Hall
13th and Central Avenue
Dubuque IA 52001
Re: Development Agreement By and Among the City of Dubuque, lowa, SJR Properties,
L.L.C. and Universal Tank & Fabrication, Inc.
Dear Mayor and City Councilmembers:
We have acted as counsel for SJR Properties, L.L.C., (Developer) in connection
with the execution and delivery of a certain Development Agreement (Development
Agreement) between Developer, Universal Tank & Fabrication, Inc. and the City of
Dubuque, lowa (City) dated for reference purposes the day of , 20_
We have examined the original certified copy, or copies otherwise identified to our
satisfaction as being true copies, of the Development Agreement and such other
documents and records as we have deemed relevant and necessary as a basis for the
opinions set forth herein.
Based on the pertinent law, the foregoing examination and such other inquiries as
we have deemed appropriate, we are of the opinion that:
1. Developer is an lowa limited liability company with its principal place of
business at Dubuque, lowa and has full power and authority to execute, deliver and
perform in full Development Agreement. The Development Agreement has been duly
and validly authorized, executed and delivered by Developer and, assuming due
authorization, execution and delivery by City, is in full force and effect and is valid and
legally binding instrument of Developer enforceable in accordance with its terms, except
as the same may be limited by bankruptcy, insolvency, reorganization or other laws
relating to or affecting creditors' rights generally.
2. The execution, delivery and performance by Developer of the Development
Agreement and the carrying out of the terms thereof, will not result in violation of any
provision of, or in default under, the articles of incorporation and bylaws of Developer,
any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree,
order, statute, rule, regulation or restriction to which Developer is a party or by which
Developer's property is bound or subject.
3. To the best of our knowledge, there are no actions, suits or proceedings
52827730v4
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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
52827730v4
Page 596 of 645
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,
52827730v4
Page 597 of 645
EXHIBIT D
OPINION OF EMPLOYER'S COUNSEL
52827730v4
Page 598 of 645
Mayor and City Councilmembers
City Hall
13th and Central Avenue
Dubuque IA 52001
Re: Development Agreement By and Among the City of Dubuque, lowa, SJR Properties,
L.L.C. (Developer), and Universal Tank & Fabrication, Inc. (Employer)
Dear Mayor and City Councilmembers:
We have acted as counsel for Universal Tank & Fabrication, Inc., (Employer) in
connection with the execution and delivery of a certain Development Agreement
(Development Agreement) by and among SJR Properties, L.L.C. (Developer), Universal
Tank & Fabrication, Inc. (Employer), and the City of Dubuque, lowa (City) dated for
reference purposes the day of , 20_
We have examined the original certified copy, or copies otherwise identified to our
satisfaction as being true copies, of the Development Agreement and such other
documents and records as we have deemed relevant and necessary as a basis for the
opinions set forth herein.
Based on the pertinent law, the foregoing examination and such other inquiries as
we have deemed appropriate, we are of the opinion that:
1. Employer is a corporation organized and existing under the laws of the State
of lowa and has full power and authority to execute, deliver and perform in full
Development Agreement. The Development Agreement has been duly and validly
authorized, executed and delivered by 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.
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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:
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(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,
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EXHIBIT E
CITY CERTIFICATE
52827730v4
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Dubuque CityManager'sOffice
� City Hall
THE CITY OF 5o west 13�h street
Allk Ame�ic�Clly Dubuque,Iowa 52001-4864
U� � 1 I I I (563)589-4110 office
(563)589-4149 fax
� ctymgr@cityofdubuque.org
2007►2012+2013
Masterpiece on the Mississippi 2oi�*zoi9
(DATE)
Re: Development Agreement By and Among the City of Dubuque, lowa, SJR Properties,
L.L.C. and Universal Tank & Fabrication, Inc.
Dear �
I am the City Manager of the City of Dubuque, lowa and have acted in that capacity in
connection with the execution and delivery of a certain Development Agreement by and
among SJR Properties, L.L.C., (Developer), and Universal Tank & Fabrication, Inc.
(Employer), and the City of Dubuque, lowa (City) dated for reference purposes the
day of , 20_.
On behalf of the City of Dubuque, I hereby represent and warrant to Developer and
Employer 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 and Employer at time of
52827730v4
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closing confirming the representation contained herein, in the form attached hereto
as Exhibit C.
(13) City shall exercise its best efforts to assist with Developer and Employer in
the development process.
(14) City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and prompt fashion.
(15) 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
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EXHIBIT F
CERTIFICATE OF COMPLETION
52827730v4
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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, lowa, a municipal corporation (City) has entered
into a Development Agreement with SJR Properties, L.L.C. (Developer) and Universal
Tank & Fabrication, Inc. (Employer) 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 7 and Lot 8 of Dubuque Industrial Center West 2nd Addition in the City of Dubuque,
lowa, according to the recorded plat thereof.
(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
52827730v4
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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
By:
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 lowa, 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, lowa, 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
52827730v4
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EXHIBIT G
MEMORANDUM OF DEVELOPMENT AGREEMENT
52827730v4
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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, lowa, an lowa municipal
corporation, of Dubuque, lowa, SJR PROPERTIES, L.L.C., and UNIVERSAL TANK &
FABRICATION, INC. was made regarding the following described premises:
Lot 7 and Lot 8 of Dubuque Industrial Center West 2nd Addition in the City of Dubuque,
lowa, according to the recorded plat thereof.
The Development Agreement is dated for reference purposes the day of
, 20_, 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 , 2024.
CITY OF DUBUQUE, IOWA
By:
Barry A. Lindahl, Esq., Senior Counsel
STATE OF IOWA
52827730v4
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: SS:
DUBUQUE COUNTY
On this day of , 2024, before me, a Notary Public in and for the State of
lowa, 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
lowa 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 lowa
52827730v4
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UT Development Agreement
Final Audit Report 2024-11-13
Created: 2024-11-13
By: Sam DeGree(sdegree@drakelawpc.com)
Status: Signed
Transaction ID: CBJCHBCAABAAuEmbZl0m5fLsSz35-hpazl4blKKuPjuU
"UT Development Agreement" History
Document created by Sam DeGree (sdegree@drakelawpc.com)
2024-11-13-7:40:19 PM GMT-IP address: 199.10.4.17
Document emailed to Tom Rauen (tom@1800tshirts.com)for signature
2024-11-13-7:40:28 PM GMT
Email viewed by Tom Rauen (tom@1800tshirts.com)
2024-11-13-7:42:36 PM GMT-IP address:66.249.84.68
,_, Document e-signed by Tom Rauen (tom@1800tshirts.com)
Signature Date:2024-11-13-7:43:28 PM GMT-Time Source:server-IP address:76.53.214.190
Agreement completed.
2024-11-13-7:43:28 PM GMT
Q Adobe Acrobat Sign
Ian C. Hatch, Assistant Economic Development Director, 1300 Main Street Dubuque IA 52001 (563) 589-4105
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 1311 St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 395-24
APPROVING A DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF
DUBUQUE, IOWA, SJR PROPERTIES, L.L.C., AND UNIVERSAL TANK &
FABRICATION, INC., INCLUDING THE ISSUANCE OF URBAN TAX INCREMENT
REVENUE OBLIGATIONS
WHEREAS, SJR Properties, L.L.C. is the owner of the property legally described
as follows:
Lot 7 and Lot 8 of Dubuque Industrial Center West 2nd Addition in the City of
Dubuque, Iowa, according to the recorded plat thereof
(the Property); and
WHEREAS, the City Council, by Resolution No. 379-24, dated November 18,
2024, declared its intent to enter into a Development Agreement by and among the City
of Dubuque, Iowa, SJR Properties, L.L.C., and Universal Tank & Fabrication, Inc.,
including the issuance of Urban Renewal Tax Increment Revenue Obligations; and
WHEREAS, pursuant to published notice, a public hearing was held on the
proposed Development Agreement on December 2, 2024 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 SJR Properties, L.L.C.,
and Universal Tank & Fabrication, Inc., 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. The Development Agreement by and among the City of Dubuque,
Iowa, SJR Properties, L.L.C., and Universal Tank & Fabrication, Inc., including the
issuance of Urban Renewal Tax Increment Revenue Obligations, is hereby approved.
Section 2. 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. 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 2nd day of December, 2024.
Brad IT Cavana , May r--
Attest:
A e, ,�
Adrienne N. Breitfelder, City Clerk
Doc ID: 011328430002 Type: GEN
Kind: AGREEMENT
Recorded: 03/04/2025 at 01:24:20 PM
Fee Amt: $12.00 Paqe 1 of 2
Dubuque County Iowa
Karol Kennedy Recorder
File2025-00002110
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 SJR Properties, L.L.C. and Universal Tank &
Fabrication, Inc. was made regarding the following described premises:
Lot 7 and Lot 8 of Dubuque Industrial Center West 2nd Addition in the City of Dubuque,
Iowa, according to the recorded plat thereof locally known as 8025 Chavenelle Road.
The Development Agreement is dated for reference purposes the 2nd of December,
2024, and contains covenants, conditions, and restrictions concerning the sale and use
of the Development Property.
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 31b4 day of , 2025.
10
CITY OF DU�BUQUE,rIOWA
IN
Barry A. Lindahl, Esq., Senior Counsel
M CI-t-C- 0
STATE OF IOWA
4016-1*
DUBUQUE COUNTY
On this day of , 2025, before me, a Notary Public in and for the State of
Iowa, in and for said count ,3 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.
�* t r JONI LYN N INOER
a~ Commtadon Numbw 832198
blic, 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:
11/22/2024
and for which the charge is 43.32
4T7c,
Subscribed to before me, a Notary Pubiic in and for
Dubuque County, Iowa,
this 22nd day of November, 2024
Nota
apP
blic in and for Dubuque County, Iowa.
s�+AL JANET K. PAPE
zCommission Number 199659
My Commission Expires
iowR 12/11/2025
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 2nd day of December,
2024, at 6:30 p.m., in the Historic Federal Building, 350 W.
6th Street, 2nd floor, Dubuque, Iowa, at which meeting the
City Council proposes to take action to approve a Development
Agreement between and among the City of Dubuque, Iowa, SJR
Properties, L.L.C., and Universal Tank & Fabrication, 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, consisting of the funding of economic development grants
for SJR Properties, L.L.C., under the terms and conditions of
the Urban Renewal Plan for the Dubuque Industrial Center Urban
Renewal Area. 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 $330,000.
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 City Council agenda
will be posted the Friday before the meeting and will contain
public input options. The agenda can be accessed at
https://dubuqueia.portal.civicclerk.com/ or by contacting the
City Clerks Office at 563-589-4100,
ctyclerk@cityofdubuque.org.
Written comments on the public hearing may be submitted to
the City Clerk's Office by email at ctyclerk@cityofdubuque.org
or by mail to City Hall, 50 W. 13th St., Dubuque, IA 52001,
before the scheduled hearing. The City Council will review all
written comments at the time of the hearing.
Documents related to the public hearing 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 requiring special assistance should contact the
City Clerk's Office as soon as feasible. Deaf or
hard -of -hearing individuals can use Relay Iowa by dialing 711
or (800) 735-2942.
Published by order of the City Council given on the 18th day
of November 2024.
Adrienne N. Breitfelder, CMC, City Clerk
1t 11/22