Resolution Approving an Amended and Restated Development Agreement with Walter Development, LLCCity of Dubuque
City Council
ACTION ITEMS # 3.
Copyrighted
December 16, 2024
ITEM TITLE: Resolution Approving an Amended and Restated
Development Agreement with Walter Development, LLC
SUMMARY: City Manager recommending City Council adopt the attached
resolution approving the Amended and Restated
Development Agreement with Walter Development, LLC.
RESOLUTION Approving An Amended And Restated
Development Agreement By And Between The City Of
Dubuque, Iowa And Walter Development, LLC
SUGGUESTED Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
1. MVM Memo
2. Staff Memo
3. Development Agreement
4. Resolution of Approval
Page 805 of 1050
THE CITY OF
DUBE
Masterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Resolution Approving an Amended and Restated Development
Agreement with Walter Development, LLC
DATE: December 11, 2024
Dubuque
AI WIN av
2007-2012.2013
2017*2019
Economic Development Director Jill Connors is recommending City Council adopt the
attached resolution approving the Amended and Restated Development Agreement with
Walter Development, LLC.
Duluth Holdings, Inc. has closed its operations in Dubuque and terminated its lease with
Walter Development, LLC for the industrial facility. The attached Amended and
Restated Development Agreement removes Duluth Holdings, Inc. from all rights and
responsibilities under the terms and conditions of the Agreement. This will allow Walter
Development to lease the industrial facility to another employer and continue to
maintain at least 12 new full-time positions at the facility. Additionally, as the Minimum
Improvements detailed in the Agreement have been completed by Walter Development,
LLC, the penalty for not completing these Improvements has been removed from the
Agreement (Reclaiming of the Land Acquisition Grant).
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Y
Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jill Connors, Economic Development Director
Page 806 of 1050
Dubuque Economic Development
Department
THE CITY OF 1300 (wain street
All•Ameria10V Dubuque, Iowa 52001-4763
UB E I k"I""`"I""q Office (563) 589-4393
1 I I TTY (563) 690-6678
I® http://www.cityofdubuque.org
2007-2012*2013
Masterpiece on the Mississippi 2017*2019
TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
SUBJECT: Resolution Approving an Amended and Restated Development
Agreement with Walter Development, LLC
DATE: December 10, 2024
INTRODUCTION
This memorandum presents for your review and approval a Resolution approving an
Amended and Restated Development Agreement with Walter Development, LLC.
BACKGROUND
The City of Dubuque entered into a Development Agreement with Walter Development,
LLC, as amended, by Resolution No. 389-19, dated November 4, 2019 for the sale of City
owned property to construct a 216,000 square foot industrial facility in the Dubuque
Industrial Center.
On April 6, 2020, Resolution No. 109-20 approved the addition of Duluth Holdings, Inc. into
an Amended and Restated Development Agreement requiring the creation and
maintenance of at least 12 full time positions for the duration of the Agreement.
DISCUSSION
Duluth Holdings, Inc. has closed its operations in Dubuque and terminated its lease with
Walter Development, LLC for the industrial facility. The attached Amended and Restated
Development Agreement removes Duluth Holdings, Inc. from all rights and responsibilities
under the terms and conditions of the Agreement. This will allow Walter Development to
lease the industrial facility to another employer and continue to maintain at least 12 new
full-time positions at the facility. Additionally, as the Minimum Improvements detailed in the
Agreement have been completed by Walter Development, LLC, the penalty for not
Page 807 of 1050
completing these Improvements has been removed from the Agreement (Reclaiming of the
Land Acquisition Grant).
RECOMMENDATION
I recommend City Council adopt the attached resolution approving the Amended and
Restated Development Agreement with Walter Development, LLC.
Page 808 of 1050
AMENDED AND RESTATED
DEVELOPMENT
AGREEMENT
BY AND BETWEEN
THE CITY OF DUBUQUE, IOWA,
AND
WALTER DEVELOPMENT, LLC
THIS AMENDED AND RESTATED DEVELOPMENT AGREEMENT (the
Agreement), dated for reference purposes the 1 „ day of 2024,
by and between the City of Dubuque, Iowa, a municipality (City), established pursuant to
the Iowa Code and acting under authorization of Iowa Code Chapter 403, as Amended
(Urban Renewal Act), and Walter Development, LLC, an Iowa limited liability company
with its principal place of business in Dubuque, Iowa (Developer).
WITNESSETH:
WHEREAS, in furtherance of the objectives of the Urban Renewal Act, City has
undertaken an Urban Renewal Project (the Project) as described herein to advance the
community's ongoing economic development efforts; and
WHEREAS, the Project is located within the Dubuque Industrial Center Economic
Development District (the Project Area); and
WHEREAS, as of the date of this Agreement there has been prepared and
approved by City an Urban Renewal Plan for the Project Area consisting of the Urban
Renewal Plan for the Dubuque Industrial Center Economic Development District,
approved by the City Council of City on May 2, 1988, and as subsequently amended
through and including the date hereof (the Urban Renewal Plan) attached hereto as
Exhibit A; and
WHEREAS, a copy of the Urban Renewal Plan, as constituted on the date of this
Agreement, is on file with the County Auditor and the City of Dubuque City Clerk; and
WHEREAS, Developer determined that it required a new industrial building/facility
to maintain and expand its operations and employment in the Project Area (the Facility);
and
WHEREAS, City and Developer entered into a Development Agreement dated the
4th day of November, 2019, and
WHEREAS, Pursuant to the Agreement, City sold to Developer certain real estate
described herein; and
WHEREAS, Duluth Holdings, Inc., a Wisconsin Corporation with its principal place
09252024ba1
of business in Wisconsin previously joined in the Development Agreement as Employer,
with the intention of leasing the Facility from Developer; and
WHEREAS, City, Developer and Duluth Holdings, Inc. have agreed that Duluth
Holdings, Inc. will no longer be a party to this Agreement and will have no further rights
and responsibilities and City and Developer will no longer have any obligations or
liabilities to Duluth Holdings, Inc.; and
WHEREAS, Developer has completed the construction of the Facility in
accordance with the Agreement; and
WHEREAS, Developer has made a capital investment in building improvements,
equipment, furniture and fixtures in the Facility (the Project); and
WHEREAS, City believes that the development of the Property pursuant to this
Agreement, and the fulfillment generally of this Agreement, are in the vital and best
interests of City and in accord with the public purposes and provisions of the applicable
federal, state and local laws and the requirements under which the Project has been
undertaken and is being assisted.
NOW, THEREFORE, in consideration of the premises and the mutual obligations
of the parties hereto, each of them does hereby covenant and agree with the other as
follows:
SECTION 1. CITY PARTICIPATION.
1.1 Acquisition Grant to Developer.
For and in consideration of Developer's obligations hereunder to construct the
Minimum Improvements, City has made the following Acquisition Grant to
Developer:
Parcel A: $278,135 ($71,500 per acre x 3.89 usable acres)
Parcel B (B-1 and B-2): $231,150 ($23,000 per acre x 10.05 usable acres)
Parcel C (C-1 and C-2): $10,675 ($71,500 per acre x 0.13 usable acres =
$9,295) + ($23,000 per acre x 0.06 usable acres = $1,380).
The total of the Acquisition Grants for Parcel A, Parcel B, and Parcel C is
$519,960.00 (the Total Acquisition Grant).
The parties agree that the Acquisition Grant was payable in the form of a credit
favoring Developer with the effect of directly offsetting the Purchase Price
obligation of Developer. The Acquisition Grant for Parcel C reduced the Purchase
Price to reflect the City's initial investment in Parcel C.
2
Page 810 of 1050
1.2 Economic Development Grants.
(1) Developer Economic Development Grants
(a) For and in consideration of Developer's obligations hereunder, and
in furtherance of the goals and objectives of the Urban Renewal Plan for the
Project Area and the Urban Renewal Law, City agrees, subject to Developer
being and remaining in compliance with the terms of this Agreement, to
make twenty (28) consecutive semi-annual payments (such payments
being referred to collectively as the Developer Economic Development
Grants), as follows:
November 1, 2021
May 1, 2022
November 1, 2022
May 1, 2023
November 1, 2023
May 1, 2024
November 1, 2024
May 1, 2025
November 1, 2025
May 1, 2026
November 1, 2026
May 1, 2027
November 1, 2027
May 1, 2028
November 1, 2028
May 1, 2029
November 1, 2029
May 1, 2030
November 1, 2030
May 1, 2031
November 1, 2031
May 1, 2032
November 1, 2032
May 1, 2033
November 1, 2033
May 1, 2034
November 1, 2034
May 1, 2035
pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in
amounts equal to the actual amount of tax increment revenues collected by
City under Iowa Code Section 403.19 (without regard to any averaging that
may otherwise be utilized under Iowa Code Section 403.19 and excluding
any interest that may accrue thereon prior to payment to Developer) during
the preceding six-month period in respect of the Property and Minimum
Improvements constructed by Developer (the Developer Tax Increments).
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
Improvements, which does not include property taxes collected for the
payment of bonds and interest of each taxing district, and taxes for the
regular and voter -approved physical plant and equipment levy, instructional
support levy, and any other portion required to be excluded by Iowa law,
and thus such incremental taxes will not include all amounts paid by
Developer as regular property taxes.
3
Page 811 of 1050
(b) To fund the Developer Economic Development Grants, City shall
certify to the County prior to December 1 of each year, commencing
December 1, 2020, 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,
2020, the Developer Economic Development Grants in respect thereof
would be paid to Developer on November 1, 2021, and May 1, 2022.)
(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 Duluth 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 Duluth TIF
Account to pay the Developer Economic Development Grants, as and to the
extent set forth in Section 1.2(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 Duluth TIF Account (regardless of the
amounts thereof) to the payment of the Developer Economic Development
Grants to Developer or Developer as and to the extent described in this
Section.
SECTION 2. NOW APPROPRIATION / LIMITED SOURCE OF FUNDING.
2.1 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
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Page 812 of 1050
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.
2.2 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 3. COVENANTS OF DEVELOPER.
3.1 Job Creation. During the term of this Agreement, Developer shall comply with the
following employment -related covenants for the Development Property:
(1) Developer shall create twelve (12) fulltime equivalent (FTE) employees at
the Facility in Dubuque, Iowa, and shall maintain those jobs through October,
2030. Developer shall be entitled to a credit for each FTE employee that a third -
party occupant of the Facility creates. It is agreed by the parties that Developer
has zero (0) fulltime equivalent employees (FTE) at 5955 Chavenelle Road in
Dubuque, Iowa, as of October 2024. 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 period prior to October, 2030, the FTE positions that Developer fails
to create and maintain for any year during the term of this Agreement, including
the FTE credits Developer is entitled to, the semi-annual Developer Economic
Development Grants for such year under Section 3.2(1) shall be reduced by the
percentage that the number of such positions bears to the total number of positions
required to be maintained (12 FTE's) by this Section 3.1. (For example, if
s
Page 813 of 1050
Developer has nine (9) FTE employees, the semi-annual Economic Development
Grants to be paid for that year would be reduced to 75% (9/12 employees) of the
Tax Increment Revenues received by City). The reduction of the semi-annual
Economic Development Grants shall be the City's sole remedy for the failure of
Developer to meet the job creation requirements of this subsection 3.1(2).
3.2 Certification. To assist City in monitoring the performance of Developer hereunder,
as of October 1, 2025, and again as of October 1 of each year thereafter during the term
of this Agreement, a duly authorized officer of Developer shall certify to City in a form
acceptable to City (a) the number of FTE positions employed by Developer and any third -
party occupant at the Facility in Dubuque, Iowa, and (b) to the effect that such officer has
re-examined the terms and provisions of this Agreement and that at the date of such
certificate, and during the preceding twelve (12) months (or from January 1,2025 in the
case of the first certification), Developer is not or was not in default in the fulfillment of
any of the terms and conditions of this Agreement and that no Event of Default (or event
which, with the lapse of time or the giving of notice, or both, would become an Event of
Default) is occurring or has occurred as of the date of such certificate or during such
period, or if the signer is aware of any such default, event or Event of Default, said officer
shall disclose in such statement the nature thereof, its period of existence and what
action, if any, has been taken or is proposed to be taken with respect thereto. Such
certificate shall be provided not later than October 15, 2025, and by October 15 of each
year thereafter. Developer's certification obligations under this Section 3.2 terminate
following the final certification on October 1, 2030 (due by October 15, 2030).
3.3 Books and Records. During the term of this Agreement, Developer 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 in accordance with generally accepted accounting principles consistently
applied throughout the period involved, and Developer shall provide reasonable
protection against loss or damage to such books of record and account.
3.4 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.
3.5 No Other Exemptions. During the term of this Agreement, Developer agrees not
to apply for any state or local property tax exemptions which are available with respect to
the Property or the Minimum Improvements located thereon that may now be, or hereafter
become, available under state law or city ordinance during the term of this Agreement,
including those that arise under Iowa Code Chapters 404 and 427, as amended.
3.6 Insurance Requirements.
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Page 814 of 1050
(1) Developer shall provide and maintain or cause to be maintained at all times
during the process of constructing the Minimum Improvements (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.
(2) Upon completion of construction of the Minimum Improvements and up to
the Termination Date, Developer shall maintain, or cause to be maintained, at its
cost and expense (and from time to time at the request of City shall furnish proof
of insurance in the form of a certificate of insurance) 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. 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 Minimum Improvements to substantially the same or
an improved condition or value as they existed prior to the event causing such
damage and, to the extent necessary to accomplish such repair, reconstruction
and restoration, Developer shall apply the Net Proceeds of any insurance relating
to such damage received by Developer to the payment or reimbursement of the
costs thereof, subject, however, to the terms of any mortgage encumbering title to
the Property (as its interests may appear). Developer shall complete the repair,
reconstruction and restoration of Minimum Improvements whether or not the Net
Proceeds of insurance received by Developer for such Purposes are sufficient.
3.7 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 Development Property.
rA
Page 815 of 1050
3.8 Non -Discrimination. In carrying out the project, Developer shall not discriminate
against any employee or applicant for employment because of race, religion, color, sex,
sexual orientation, gender identity, national origin, age or disability.
3.9 Conflict of Interest. Developer 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 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.
3.10 Non -Transferability. During the Term of this Agreement, this Agreement may not
be assigned by Developer, nor may any portion of the Development Property be sold or
otherwise transferred by Developer without the prior written consent of City, which
consent shall not be unreasonably withheld. City has no obligation to consent to any
assignment or sale.
3.11 Restrictions on Use. Developer agrees for itself, and its successors and assigns,
and every successor in interest to the Development Property or any part thereof that they,
and their respective successors and assigns, shall:
(1) Devote the Development 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 Development 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 Development 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).
3.12 Release and Indemnification Covenants. Developer agrees to the following
conditions of release and indemnification:
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Page 816 of 1050
(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
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 Development Property and any hazardous substance or
environmental contamination located in or on the Development Property, caused
and occurring after Developer takes possession of the Development Property.
(3) The Indemnified Parties shall not be liable to Developer for any damage or
injury to the persons or property of Developer or its officers, agents, 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.
3.13 Compliance with Laws. Developer shall comply with all 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.
69x" III Is] ZK=:kV/4►kIRK4101]4y_111INr_1ki111:14iyi1:4171*1
Page 817 of 1050
4.1 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
Development Property.
(2) Failure by Developer to substantially observe or perform any other material
covenant, condition, obligation or agreement on its part to be observed or
performed under this Agreement.
4.2 Remedies on Default by Developer. Whenever any Event of Default referred to in
Section 4.1 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) City shall be entitled to recover from Developer the sum of all amounts
expended by City in connection with the funding of the Acquisition Grant to
Developer, and City may take any action, including any legal action it deems
necessary, to recover such amounts from the Developer;
(3) 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.
4.3 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.
4.5 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
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shall be limited to the particular breach so waived and shall not be deemed to waive any
other concurrent, previous or subsequent breach hereunder.
4.6 Agreement to Pay Attorneys' Fees and Expenses. If any action at law or in equity,
including an action for declaratory relief or arbitration, is brought to enforce or interpret
the provisions of this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees and costs of litigation from the other party. Such fees and
costs of litigation may be set by the court in the trial of such action or by the arbitrator, as
the case may be, or may be enforced in a separate action brought for that purpose. Such
fees and costs of litigation shall be in addition to any other relief that may be awarded.
4.7 Remedies on Default by City. If City defaults in the performance of this Agreement,
Developer may take any action, including legal, equitable or administrative action that
may appear necessary or desirable to collect any payments due under this Agreement,
to recover expenses of Developer, or to enforce performance and observance of any
obligation, agreement, or covenant of City under this Agreement. Developer may
suspend performance under this Agreement until it receives assurances from City,
deemed adequate by Developer, that City will cure its default and continue its
performance under this Agreement.
SECTION 5. GENERAL TERMS AND PROVISIONS.
5.1 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: Walter Development, LLC
Attn: Michael Fullan, Member
7465 Chavenelle Rd
Dubuque, IA 52002
Phone: (563) 583-9781
With copy to: Flint Drake
Drake Law Firm, PC
300 Main St., Suite 323
Dubuque, IA 52001
Phone: (563) 582-2000
(2) If to City: City Manager
City Hall
50 W. 13th Street
Dubuque, Iowa 52001
Phone: (563) 589-4110
Fax: (563) 589-4149
Page 819 of 1050
With copy to: City Attorney
City Hall
50 W. 13th Street
Dubuque, Iowa 52001
Phone: (563) 589-4113
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.
5.2 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit
of City and Developer and their respective successors and assigns.
5.3 Termination Date. This Agreement and the rights and obligations of the parties
hereunder shall terminate on June 1, 2035 (the Termination Date).
5.4 Execution By Facsimile. The parties agree that this Agreement may be transmitted
among them by facsimile machine. The parties intend that the faxed signatures constitute
original signatures and that a faxed Agreement containing the signatures (original or
faxed) of all the parties is binding on the parties.
5.5 Memorandum of Development Agreement. City shall promptly record a
Memorandum of Development Agreement in the form attached hereto as Exhibit F in the
office of the Recorder of Dubuque County, Iowa. Developer shall pay the costs for so
recording.
IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in
its name and behalf by its Mayor and attested to by its City Clerk and Developer has
caused this Agreement to be duly executed.
CITY OF DUBUQUE, IOWA
Adrienne N. Breitfelder
City Clerk
WALTER DEVELOPMENT, LLC
By:
Michael Fullan, Member
WA
LIST OF EXHIBITS
Exhibit A Urban Renewal Plan
Exhibit B-1 Proposed Plat
Exhibit B-2 Site Exhibit
Exhibit H Certificate of Completion
Exhibit F Memorandum of Agreement
13
Page 821 of 1050
EXHIBIT A
URBAN RENEWAL PLAN
(on file in City Clerk's office, 50 W. 13t" Street, Dubuque, IA 52001)
14
Page 822 of 1050
EXHIBIT B-1
PROPOSED PLAT
15
Page 823 of 1050
Index Legend
Location: LOT 2 OF MCFADDEN FARM PLACE No. 4
CITY OF DUBUQUE, IOWA
CITY OF
Company. DUBUQUE. IOWA 52002-2628
PHONE: (563)556-2464
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Page 824 of 1050
EXHIBIT B-2
SITE EXHIBIT
17
Page 825 of 1050
�IBIT 13-2 SITE EXHIBIT
MCFADDEN PROPERTY
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18
Page 826 of 1050
EXHIBIT H
CERTIFICATE OF COMPLETION
19
Page 827 of 1050
Prepared By: Barry A. Lindahl, 300 Main Street, Suite 330, Dubuque, IA 52001 (563) 583-4113
Return to: Barry A. Lindahl, 300 Main Street, Suite 330, Dubuque, IA 52001 (563) 583-4113
CERTIFICATE OF COMPLETION
WHEREAS, the City of Dubuque, Iowa, a municipal corporation (the "Grantor"), by
a Special Warranty Deed (the "Deed") recorded on [Date] as Instrument Number [Insert
Number] in the office of the County Recorder of Dubuque County, State of Iowa, has
conveyed to Walter Development, LLC (the "Grantee"), in accordance with a
Development Agreement dated as of [Date], by and among the Grantor, and the Grantee
(collectively, the "Agreement"), certain real property located within the Dubuque Industrial
Center Economic Development District of the Grantor and as more particularly described
as follows:
Lot 1A of McFadden Farm Place No. 6 in the City of Dubuque, Iowa
(the "Property"); and
WHEREAS, said Deed incorporated and contained certain covenants and
conditions with respect to the development of the Property, and obligated the Grantee to
construct certain Minimum Improvements and pay for the Property in accordance with the
Agreement; and
WHEREAS, the Grantee has to the present date performed said covenants and
conditions insofar as they relate to the construction of the Minimum Improvements and
payment for the Property in a manner deemed sufficient by the Grantor 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 Deed and the Agreement with respect to the
obligations of the Grantee, and its successors and assigns, to construct the Minimum
Improvements on the Property and pay for the same have been completed and performed
by the Grantee to the satisfaction of the Grantor and such covenants and conditions are
hereby terminated.
The Recorder of Dubuque County is hereby authorized to accept for recording and to
record the filing of this instrument, to be a conclusive determination of the satisfaction of
the covenants and conditions of said Deed and the Agreement which would have resulted
in a forfeiture by the Grantee and right of the Grantor to re-enter and take possession of
the Property as set forth in said Deed and the Agreement if such covenants and conditions
had not been satisfied, and that said Deed and the Agreement shall otherwise remain in
full force and effect.
20
Page 828 of 1050
CITY OF DUBUQUE, IOWA
Michael C. Van Milligen, City Manager
STATE OF IOWA )
SS
COUNTY OF DUBUQUE )
On this day of , 20 , before me, the undersigned, a Notary
Public in and for the State of Iowa, personally appeared Michael C. Van Milligen, to me
personally known, who, being by me duly sworn, did say that he is the City Manager of
the City of Dubuque, Iowa, a municipal corporation, and that the instrument was signed
on behalf of the corporation, and Michael C. Van Milligen acknowledged the execution of
the instrument to be his voluntary act and deed.
Notary Public in and for said State
21
Page 829 of 1050
EXHIBIT F
MEMORANDUM OF DEVELOPMENT AGREEMENT
22
Page 830 of 1050
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
WALTER DEVELOPMENT, LLC
was made regarding the following described premises:
Lot 1 A of McFadden Farm Place No. 6 in the City of Dubuque, Iowa
The Development Agreement is dated for reference purposes the day of
, 20_, and contains covenants, conditions, and restrictions concerning the
sale and use of said premises.
This Memorandum of Development Agreement is recorded for the purpose of
constructive notice. In the event of any conflict between the provisions of this
Memorandum and the Development Agreement itself, executed by the parties, the terms
and provisions of the Development Agreement shall prevail. A complete counterpart of
the Development Agreement, together with any amendments thereto, is in the possession
of the City of Dubuque and may be examined at its offices as above provided.
Dated this day of 120
CITY OF DUBUQUE, IOWA
Barry A. Lindahl, Senior Counsel
23
Page 831 of 1050
STATE OF IOWA
: ss:
DUBUQUE COUNTY
On this day of , 20_, before me, a Notary Public in and for the State of
Iowa, in and for said county, personally appeared Barry A. Lindahl, Esq., to me personally
known, who being by me duly sworn did say that he is the Senior Counsel of the City of
Dubuque, a Municipal Corporation, created and existing under the laws of the State of
Iowa, and said Senior Counsel acknowledged said instrument to be the free act and deed
of said Municipal Corporation by it voluntarily executed.
Notary Public, State of Iowa
24
Page 832 of 1050
Prepared by Ian Hatch, Assistant Economic Development Director, 1300 Main Street Dubuque IA 52001 (563) 589-4105
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 131h St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 414-24
APPROVING AN AMENDED AND RESTATED DEVELOPMENT AGREEMENT BY AND
BETWEEN THE CITY OF DUBUQUE, IOWA AND WALTER DEVELOPMENT, LLC
Whereas, the City Council, by Resolution No. 389-19, dated November 4, 2019, entered into
a Development Agreement with Walter Development, LLC, as amended, for the development
of the property described therein (the Property) according to the terms of the Development
Agreement (the Project), including the disposal of interest in City of Dubuque real estate and
including the issuance of Urban Renewal Tax Increment Revenue Obligations; and
Whereas, Duluth Holdings, Inc., a Wisconsin Corporation with its principal place of business
in Wisconsin, joined in the Development Agreement as Employer, with the intention of leasing
property from Walter Development, LLC; and
Whereas, the City of Dubuque, Walter Development, LLC, and Duluth Holdings, Inc. have
agreed that Duluth Holdings, Inc. will no longer be a party to this Amended and Restated
Development Agreement and will have no further rights and responsibilities and the City of
Dubuque and Walter Development, LLC will no longer have any obligations or liabilities to
Duluth Holdings, Inc.; and
Whereas, Walter Development, LLC has completed the Minimum Improvements in
accordance with the Development Agreement; and
Whereas, the City of Dubuque believes that the development of the Property pursuant to the
Amended and Restated Development Agreement, and the fulfillment generally of this Amended
and Restated Development Agreement, are in the vital and best interests of City and in accord
with the public purposes and provisions of the applicable federal, state and local laws and the
requirements under which the Project has been undertaken and is being assisted.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA THAT:
Section 1. The Amended and Restated Development Agreement by and between the City
of Dubuque and Walter Development, LLC, a copy of which is attached hereto, including the
previously approved issuance of Urban Renewal Tax Increment Revenue Obligations, is
hereby approved.
Section 2. That the Mayor is hereby authorized and directed to execute the Amended and
Restated Development Agreement on behalf of the City of Dubuque and the City Clerk is
authorized and directed to attest to his signature.
Section 3. That the City Manager is authorized to take such actions as are necessary to
comply with the terms of the Amended and Restated Development Agreement as herein
approved.
Passed, approved, and adopted this 16th day of December 2024.
Attest:
4,']wLnL
Adrienne N. Breitfelder, City Clerk