Setting Public Hearing on Proposed Development Agreement with Outfly Development, LLCCity of Dubuque
City Council
Copyrighted
September 15, 2025
ITEMS SET FOR PUBLIC HEARING # 2.
ITEM TITLE: Resolution Setting a Public Hearing on a Proposed
Development Agreement by and between the City of
Dubuque, Iowa and Outfly Development, LLC providing for
the Sale of City -owned Real Estate to Outfly Development,
LLC and the Issuance of Urban Renewal Tax Increment
Revenue Grant Obligations Pursuant to the Development
Agreement
SUMMARY: City Manager recommending City Council set a public
hearing for October 6, 2025 on a proposed Development
Agreement by and between the City of Dubuque, Iowa and
Outfly Development, LLC providing for the sale of City -owned
real estate to Outfly Development, LLC and the issuance of
urban renewal tax increment revenue grant obligations
pursuant to the Development Agreement.
RESOLUTION Intent To Dispose Of An Interest In City Of
Dubuque Real Estate By Sale To Outfly Development, LLC
Pursuant To A Development Agreement By And
Between The City Of Dubuque, Iowa And Outfly
Development, LLC And Fixing The Date For A Public Hearing
Of The City Council Of The City Of Dubuque, Iowa On The
Development Agreement Including The Proposed Issuance
Of Urban Renewal Tax Increment Revenue Grant Obligations
To Outfly Development, LLC And Providing For The
Publication Of Notice Thereof
SUGGUESTED Receive and File; Adopt Resolution(s), Set Public Hearing for
DISPOSITION: October 6, 2025
ATTACHMENTS:
1. MVM Memo
2. Staff Memo
3. Development Agreement
4. Notice of Hearing
5. Resolution
Page 672 of 1171
Dubuque
THE C
D!Uj-!B
AII-America Ciq
11111.1
II
Masterpiece on the Mississippi
YP PP
zoo�•*o 13
2017202019
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Resolution Setting a Public Hearing on a Proposed Development
Agreement by and between the City of Dubuque, Iowa and Outfly
Development, LLC providing for the Sale of City -owned Real Estate to
Outfly Development, LLC and the Issuance of Urban Renewal Tax
Increment Revenue Grant Obligations Pursuant to the Development
Agreement.
DATE: September 10, 2025
Assistant Economic Development Director Ian Hatch is recommending City Council set
a public hearing for October 6, 2025 on a proposed Development Agreement by and
between the City of Dubuque, Iowa and Outfly Development, LLC providing for the sale
of City -owned real estate to Outfly Development, LLC and the issuance of urban
renewal tax increment revenue grant obligations pursuant to the Development
Agreement.
Outfly Development, LLC, the Developer and real estate owner leading this project, has
requested the City sell two parcels along Verena Court in the Dubuque Industrial Center
to Outfly Development, LLC for the relocation of the existing Hodge Company Material
Handling operation and the construction of a new 75,000 sqft speculative industrial
facility to be leased to a future industrial user.
Hodge Company has historically played a strategic role in helping recruit and attract
business expansion in the community by repositioning and relocating its operations in
ways that create new business opportunities. This project continues that tradition, with
Outfly Development, LLC leading a broader, multi -phase development anchored by a
Hodge Company operation and delivering new capacity to support future business
attraction in the community.
Key elements of the Development agreement are as follows:
1. Developer to purchase Parcel A for $868,500.00 ($150,000.00 per acre x 5.79
usable acres) with a total acquisition of 6.72 acres. City to award a Land
Acquisition Grant for Parcel A in an amount of $434,250.00 (50% of the Parcel A
purchase price).
2. Developer to Purchase Parcel B for $724,500.00 ($150,000.00 per acre x 4.83
usable acres) with a total acquisition of 4.83 acres. City to Award a Land
Page 673 of 1171
Acquisition Grant for Parcel B in an amount of $362,250.00 (50% of Parcel B
purchase price).
3. For each year after 2029 that a completed building of not less than 75,000 sqft is
not completed on Parcel B, Developer will forfeit 10% of the total Parcel B
purchase price, in the event of a revesting. If Developer does not have a
completed building of not less than 75,000 sqft on Parcel B by December 31,
2032, Developer shall reconvey Parcel B to City for $30,000 per acre.
4. Developer may request to extend timeline for completion of the building on
Parcel B by paying 10% of the Parcel B purchase price to City. If by 2038 there is
no completed building on Parcel B, Developer shall reconvey Parcel B to City for
$30,000 per acre and all extension payments will be forfeited to City.
5. No more than 14 people may work in the building at any time until after March 1,
2028. If by that date the City has not completed sewer improvements necessary
to allow for more than 14 employees at the site, then City shall immediately
implement a temporary sanitary sewer solution at City's sole expense and
maintain said solution at City's sole expense.
6. Developer to construct on Parcel A an industrial use facility or material handling
facility of not less than 50,000 sqft by June 30, 2027.
7. Developer to construct on Parcel B a speculative industrial facility of not less than
75,000 sqft by December 31, 2032. The speculative industrial facility will be
leased to a future tenant.
8. Developer must maintain its existing 14 full-time positions and create 10 new full-
time positions on either Parcel A or Parcel B by October 1, 2029. The 24 full-time
positions must be maintained during the term of this Agreement.
9. The Land Acquisition Grant requires having at least 24 full-time positions during
the term of the Agreement.
10. City to award a 10-year tax increment financing incentive for Parcel A in the form
of semi-annual rebates. This incentive is calculated in relation to the number of
jobs committed in the Development Agreement.
11. City to award a 10-year tax increment financing incentive for Parcel B in the form
of semi-annual rebates. This incentive is calculated in relation to the number of
jobs committed in the Development Agreement.
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
Ian Hatch, Assistant Economic Development Director
2
Page 674 of 1171
Dubuque Economic Development
Department
THE CITY OF 1300 (wain street
All-AM111094 Dubuque, Iowa 52001-4763
UB E vxxwi 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: Ian C. Hatch, Assistant Economic Development Director
SUBJECT: Resolution Setting a Public Hearing on a Proposed Development
Agreement by and between the City of Dubuque, Iowa and Outfly
Development, LLC providing for the Sale of City -owned Real Estate to
Outfly Development, LLC and the Issuance of Urban Renewal Tax
Increment Revenue Grant Obligations Pursuant to the Development
Agreement.
DATE: September 10, 2025
INTRODUCTION
This memorandum is a request for the City Council to adopt the attached resolution setting
a public hearing for October 6, 2025 on a proposed Development Agreement by and
between the City of Dubuque, Iowa and Outfly Development, LLC providing for the sale of
City -owned real estate to Outfly Development, LLC and the issuance of urban renewal tax
increment revenue grant obligations pursuant to the Development Agreement.
BACKGROUND
Outfly Development, LLC, the Developer and real estate owner leading this project, has
requested the City sell two parcels along Verena Court in the Dubuque Industrial Center to
Outfly Development, LLC for the relocation of the existing Hodge Company Material
Handling operation and the construction of a new 75,000 sqft speculative industrial facility
to be leased to a future industrial user.
Hodge Company has historically played a strategic role in helping recruit and attract
business expansion in the community by repositioning and relocating its operations in ways
that create new business opportunities. This project continues that tradition, with Outfly
Development, LLC leading a broader, multi -phase development anchored by a Hodge
Page 675 of 1171
Company operation and delivering new capacity to support future business attraction in the
community.
DISCUSSION
Key elements of the Development agreement are as follows-
1 . Developer to purchase Parcel A for $868,500.00 ($150,000.00 per acre x 5.79
usable acres) with a total acquisition of 6.72 acres. City to award a Land
Acquisition Grant for Parcel A in an amount of $434,250.00 (50% of the Parcel A
purchase price).
2. Developer to Purchase Parcel B for $724,500.00 ($150,000.00 per acre x 4.83
usable acres) with a total acquisition of 4.83 acres. City to Award a Land
Acquisition Grant for Parcel B in an amount of $362,250.00 (50% of Parcel B
purchase price).
3. For each year after 2029 that a completed building of not less than 75,000 sqft is
not completed on Parcel B, Developer will forfeit 10% of the total Parcel B purchase
price, in the event of a revesting. If Developer does not have a completed building
of not less than 75,000 sqft on Parcel B by December 31, 2032, Developer shall
reconvey Parcel B to City for $30,000 per acre.
4. Developer may request to extend timeline for completion of the building on Parcel
B by paying 10% of the Parcel B purchase price to City. If by 2038 there is no
completed building on Parcel B, Developer shall reconvey Parcel B to City for
$30,000 per acre and all extension payments will be forfeited to City.
5. No more than 14 people may work in the building at any time until after March 1,
2028. If by that date the City has not completed sewer improvements necessary to
allow for more than 14 employees at the site, then City shall immediately
implement a temporary sanitary sewer solution at City's sole expense and
maintain said solution at City's sole expense.
6. Developer to construct on Parcel A an industrial use facility or material handling
facility of not less than 50,000 sqft by June 30, 2027.
7. Developer to construct on Parcel B a speculative industrial facility of not less than
75,000 sqft by December 31, 2032. The speculative industrial facility will be leased
to a future tenant.
8. Developer must maintain its existing 14 full-time positions and create 10 new full-
time positions on either Parcel A or Parcel B by October 1, 2029. The 24 full-time
positions must be maintained during the term of this Agreement.
9. The Land Acquisition Grant requires having at least 24 full-time positions during
the term of the Agreement.
10. City to award a 10-year tax increment financing incentive for Parcel A in the form
of semi-annual rebates. This incentive is calculated in relation to the number of
jobs committed in the Development Agreement.
Page 676 of 1171
11. City to award a 10-year tax increment financing incentive for Parcel B in the form
of semi-annual rebates. This incentive is calculated in relation to the number of
jobs committed in the Development Agreement.
RECOMMENDATION
I recommend City Council adopt the attached Resolution setting a public hearing for
October 6, 2025 on the Development Agreement providing for the sale of city -owned
property and the issuance of Urban Renewal Tax Increment Revenue Grant Obligations.
3
Page 677 of 1171
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
OUTFLY DEVELOPMENT, LLC
THIS DEVELOPMENT AGREEMENT, dated for reference purposes the
day of , 2025, 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 Outfly Development,
LLC, an Iowa limited liability company (Developer).
WITNESSETH:
WHEREAS, in furtherance of the objectives of the Urban Renewal Act, City has
undertaken an Urban Renewal project (the Project) 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, has been recorded among the land records in the office of the Recorder of
Dubuque County, Iowa and is on file with the City of Dubuque City Clerk; and
WHEREAS, Developer intends to construct two industrial buildings or facilities: a
Material Handling Facility or related industrial use facility of at least 50,000 square feet
(Phase 1) and a Speculative Industrial Facility of not less than 75,000 square feet (Phase
11) (the Facilities); and
WHEREAS, Developer has requested that City sell to Developer approximately
11.55 acres of which 10.62 acres are usable, as shown on the Plat, Exhibit B and B-1,
legally described as follows:
Lot 3 of Dubuque Industrial Center South Third Addition in the City of Dubuque,
Iowa (Parcel A)
Lot 2 of Dubuque Industrial Center South Third Addition in the City of Dubuque,
08292025
Page 678 of 1171
Iowa (Parcel B)
with all easements, tenements, hereditaments, and appurtenances belonging thereto so
that Developer may construct the Facilities (hereinafter sometimes referred to as "the
Property"), located in the Project Area, for the construction, use, and leasing of the Facility
in accordance with the uses specified in the Urban Renewal Plan and Developer agrees
to comply with any amendments to the Urban Renewal Plan, in accordance with this
Agreement; and
WHEREAS, 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. CONVEYANCE OF PROPERTY TO DEVELOPER
1.1 Purchase Price.
(1) Parcel A. The Purchase Price for Parcel A shall be Eight Hundred Sixty
Eight Thousand Five Hundred ($868,500.00) ($150,000.00 per acre x 5.79 usable
acres) with a total acquisition of 6.72 acres, which shall be due and payable by
Developer in immediately available funds in favor of City, on or before the 1st day
of May, 2026, or on such other date as the parties may mutually agree in writing
(the Closing Date), but in no event shall the Closing Date be later than the 30th day
of May, 2026. 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.
Parcel B. The Purchase Price for Parcel B shall be of Seven Hundred Twenty Four
Thousand Five Hundred Dollars ($724,500.00) ($150,000.00 per acre x 4.83
usable acres) with a total acquisition of 4.83 acres, which shall be due and payable
by Developer in immediately available funds in favor of City, on or before the 1st
day of May 2026, or on such other date as the parties may mutually agree in writing
(the Closing Date), but in no event shall the Closing Date be later than the 30th
day of May, 2026.
(2) Total Parcel A and Parcel B Purchase Price shall be One Million Five
Hundred Ninety -Three Thousand Dollars ($1,593,000.00).
(3) Parcel B Forfeiture and Reconveyance.
2
Page 679 of 1171
(i) For each year after the Closing (as of the anniversary of the Closing
Date) that Developer or its assignee does not have a completed building of
not less than 75,000 square feet on Parcel B, Developer will forfeit, from the
funds to be paid to Developer under paragraph 6.4 in the event of a
revesting, on such anniversary date ten percent (10%) of the Total Parcel
B Purchase Price, after Section 3.1 Acquisition Grant is applied, as follows:
DATE
ANNUAL
FORFEIT
TOTAL
FORFEIT
CITY PRICE FOR
REVESTED
LAND
12/31 /2030
10%
10%
90%
12/31 /2031
10%
20%
80%
12/31 /2032
10%
30%
70%
12/31 /2033
10%
40%
60%
12/31 /2034
10%
50%
50%
(ii) If Developer or its assignee does not have a completed building of not
less than 75,000 square feet by December 31, 2032, Developer shall
reconvey Parcel B to City on the seventh anniversary after the Closing Date
for Thirty Thousand Dollars ($30,000) an acre paid by City. However,
Developer may request to extend the time for completion of the 75,000
square foot building by paying to City ten percent (10%) of the Parcel B
Purchase Price (after application of the Acquisition Grant) as follows:
DATE
ANNUAL
PAYMENT TO
EXTEND
TOTAL
PAYMENT TO
EXTEND
12/31 /2032
10%
10%
12/31 /2033
10%
20%
12/31 /2034
10%
30%
12/31 /2035
10%
40%
12/31 /2036
10%
50%
12/31 /2037
10%
60%
(4) Notwithstanding (3), if at the end of 2038 there is no completed building on
Parcel B, Developer shall reconvey Parcel B for Thirty Thousand Dollars ($30,000)
an acre and all extension payments will be forfeited.
1.2 Title to Be Delivered. City agrees to convey good and marketable fee simple title
in the Property to Developer subject only to easements, restrictions, conditions, and
covenants of record as of the date hereof to the extent not objected to by Developer as
set forth in this Agreement or after examination of the abstract of title, and to the
conditions subsequent set forth in Section 6.3, below:
(1) City, at its sole cost and expense, shall deliver to Developer an abstract of
title to the Property continued through the date of this Agreement reflecting
merchantable title in City in conformity with this Agreement and applicable state
3
Page 680 of 1171
law. The abstract shall be delivered together with full copies of any and all
encumbrances and matters of record applicable to the Property, and such abstract
shall become the property of Developer when the Purchase Price is paid in full in
the manner as aforesaid.
(2) Developer shall have until time of the Closing to render objections to title,
including any easements or other encumbrances not satisfactory to Developer, in
writing to City. Developer agrees, however, to review the Abstract promptly
following Developer's receipt of Developer's land survey and the Abstract and to
promptly provide City with any objections to title identified therein. Nothing herein
shall be deemed to limit Developer's rights to raise new title objections with respect
to matters revealed in any subsequent title examinations and surveys and which
were not identified in the Abstract provided by the City. City shall promptly exercise
its best efforts to have such title objections removed or satisfied and shall advise
Developer of intended action within ten (10) days of such action. If City shall fail
to have such objections removed as of the Closing, or any extension thereof
consented to by Developer, Developer may, at its sole discretion, either (a)
terminate this Agreement without any liability on its part, and any sums previously
paid to City by Developer (or paid into escrow for City's benefit) shall be returned
to Developer with interest, or (b) take title subject to such objections. City agrees
to use its best reasonable efforts to promptly satisfy any such objections.
1.3 Rights of Inspection, Testing and Review. Developer, its counsel, accountants,
agents, and other representatives, shall have full and continuing access to the Property
and all parts thereof, upon reasonable notice to City. Developer and its agent and
representatives shall also have the right to enter upon the Property at any time after the
execution and delivery hereof for any purpose whatsoever, including inspecting,
surveying, engineering, test boring, and performing environmental tests, provided that
Developer shall hold City harmless and fully indemnify City against any damage, claim,
liability or cause of action arising from or caused by the actions of Developer, its agents,
or representatives upon the Property (except for any damage, claim, liability or cause of
action arising from conditions existing prior to any such entry upon the Property), and
shall have the further right to make such inquiries of governmental agencies and utility
companies, etc. and to make such feasibility studies and analyses as they consider
appropriate.
1.4 Representations and Warranties of City. In order to induce Developer to enter into
this Agreement and purchase the Property, City hereby represents and warrants to
Developer that to the best of City's knowledge:
(1) There is no action, suit or proceeding pending, or to the best of City's
knowledge, threatened against City which might result in any adverse change in
the Property being conveyed or the possession, use or enjoyment thereof by
Developer, including, but not limited to, any action in condemnation, eminent
domain or public taking.
4
Page 681 of 1171
(2) No ordinance or hearing is now or before any local governmental body that
either contemplates or authorizes any public improvements or special tax levies,
the cost of which may be assessed against the Property. To the best of City's
knowledge, there are no plans or efforts by any government agency to widen,
modify, or re -align any street or highway providing access to the Property and there
are no pending or intended public improvements or special assessments affecting
the Property which will result in any charge or lien be levied or assessed against
the Property.
(3) All leases, contracts, licenses, and permits between City and third parties
in connection with the maintenance, use, and operation of the Property have been
provided to Developer and City has provided true and correct copies of all such
documents to Developer.
(4) City has good and marketable fee simple title interest in the Property.
(5) The Property has a permanent right of ingress or egress to a public roadway
for the use and enjoyment of the Property.
(6) There are no notices, orders, suits, judgments or other proceedings relating
to fire, building, zoning, air pollution, health violations or other matters that have
not been corrected. City has notified Developer in writing of any past notices,
orders, suits, judgments or other proceedings relating to fire, building, zoning, air
pollution or health violations as they relate to the Property of which it has actual
notice. The Property is in material compliance with all applicable zoning, fire,
building, and health statutes, ordinances, and regulations.
(7) Payment has been made for all labor or materials which have been
furnished to the Property or will be made prior to the Closing so that no lien for
labor performed or materials furnished can be asserted against the Property.
(8) The Property will, as of the Closing Date, be free and clear of all liens,
security interests, and encumbrances other than the Declaration of Covenants,
Conditions, Restrictions, Reservations, Easements, Liens and Charges, recorded
as Instrument No. 2014-00001147, as amended by the Amendment to Declaration
of Covenants, Conditions, Restrictions, Reservations, Easements, Liens and
Charges, recorded as Instrument No. 2023-00000482, records of Dubuque
County, Iowa.
(9) 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
s
Page 682 of 1171
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.
(10) City has duly obtained all necessary approvals and consents for its
execution, delivery and performance of this Agreement, and it has full power and
authority to execute, deliver and perform its obligations under this Agreement.
City's attorney shall issue a legal opinion to Developer at time of Closing confirming
the representation contained herein, in the form attached hereto as Exhibit C.
(11) All city utilities necessary for the development and use of the Property as a
manufacturing facility adjoin the Property, and Developer shall have the right to
connect to said utilities, subject to City's connection fees. Provided, however, in
the event any utilities for the Facility are expanded in capacity or otherwise
modified, there will be no connection fees related to connecting such modified
utilities to the Facility. There will be no sanitary sewer connection fees associated
with the project. Only water connection fees will be assessed for connections off
of Seippel Road. All other associated fees, such as a tapping fee, will be required
as determined by the size of the service line being installed.
No more than 14 people may work in the building at any time until after March 1,
2028. If by that date the City has not completed sewer improvements necessary
to allow for more than 14 employees at the site, then City shall immediately
implement a temporary sanitary sewer solution at City's sole expense. City must
maintain the temporary solution until such time as City approves a permit to accept
all flows from the Project.
(12) The Property is free and clear of any occupants, and no party has a lease
to or other occupancy or contract right in the Property that shall in any way be
binding upon Property or Developer.
(13) City represents and warrants that any fees or other compensation which
may be owed to a broker engaged directly or indirectly by City in connection with
the purchase and sale contemplated in this Agreement are the sole responsibility
and obligation of City and that City will indemnify Developer and hold Developer
harmless from any and all claims asserted by any broker engaged directly or
indirectly by City for any fees or other compensation related to the subject matter
of this Agreement.
(14) City shall exercise its best efforts to assist Developer in the development
process.
(15) City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and prompt fashion.
(16) With respect to the period to and during which City has owned or occupied
the Property, and to City's knowledge after reasonable investigation with respect
Page 683 of 1171
to the time before City owned or occupied the Property, no person or entity has
caused or permitted materials to be stored, deposited, treated, recycled, or
disposed of on, under or at the Property, which materials, if known to be present,
would require cleanup, removal or some other remedial action under
environmental laws.
(17) The Property is presently zoned to accommodate Developer's intended
improvements and warehousing use.
(18) The representations and warranties contained in this Section 1.4 shall be
correct in all respects on and as of the Closing with the same force and effect as if
such representations and warranties had been made on and as of the Closing
Date, and shall survive the Closing.
1.5 Conditions to Closing. The closing of the transaction contemplated by this
Agreement and all the obligations of Developer under this Agreement are subject to
fulfillment, on or before the Closing Date, of the following conditions:
(1) The representations and warranties made by City in Section 1.4 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 H.
(2) Title to the Property shall be in the condition warranted in Section 1.4.
(3) Developer, in its sole and absolute discretion, having completed and
approved of any inspections and feasibility studies conducted by Developer
hereunder.
(4) 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 sale, transfer and development
of the 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 except those expenses customarily borne by
the City in such reviews. In connection therewith, the 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 the 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;
Page 684 of 1171
(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.
(5) City having completed all required notice to or prior approval, consent or
permission of any federal, state, municipal or local governmental agency, body,
board or official to the sale of the Property; and consummation of the Closing by
City shall be deemed a representation and warranty that it has obtained the same.
(6) Developer and City shall be in material compliance with all the terms and
provisions of this Agreement.
(7) Developer shall have furnished City with evidence, in a form reasonably
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.
(8) Receipt of an opinion of counsel to Developer in the form attached hereto
as Exhibit D.
(9) Developer shall have the right to terminate this Agreement at any time prior
to the consummation of the closing on the Closing Date if Developer 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 and Developer shall be entitled to return
of any earnest money paid.
1.6 Closing. The closing of the purchase and sale shall take place on the Closing
Date. Exclusive possession of the Property shall be delivered on the Closing Date, in its
current condition and in compliance with this Agreement, including City's representations
and warranties regarding the same. Consummation of the Closing shall be deemed an
agreement of the parties to this Agreement that the conditions of closing have been
satisfied or waived.
1.7 City's Obligations at Closing. At or prior to Closing Date, City shall:
Page 685 of 1171
(1) Deliver to Developer City's duly recordable Special Warranty Deed to the
Property (in the form attached hereto as Exhibit F) (the Deed) conveying to
Developer marketable fee simple title to the Property and all rights appurtenant
thereto, subject only to easements, restrictions, conditions and covenants of record
as of the date hereof and not objected to by Developer as set forth in this
Agreement, and to the conditions subsequent set forth in Section 6.3 below.
(2) Deliver to Developer the Abstract of Title to the Property.
(3) Deliver to Developer such other documents as may be required by this
Agreement, all in a form satisfactory to Developer.
1.8 Delivery of Purchase Price; Obligations At Closing. At closing, and subject to the
terms, conditions, and provisions hereof and the performance by City of its obligations as
set forth herein, Developer shall pay the Purchase Price to City pursuant to Section 1.1
hereof, but subject to Developer receiving an offsetting credit pursuant to Section 3.1
below.
1.9 Closing Costs. The following costs and expenses shall be paid in connection with
the closing:
(1) City shall pay:
(a) The transfer fee and transfer taxes, if any, imposed on the
conveyance.
(b) A pro-rata portion of all taxes as provided in Section 1.10.
(c) All special assessments, if any, whether levied, pending, or
assessed.
(d) City's attorney's fees, if any.
(e) The cost of recording the satisfaction of any existing mortgage and
any other document necessary to make title marketable.
(f) City's broker and/or real estate commissions and fees, if any.
(g) The cost of the abstract and title work.
(2) Developer shall pay the following costs in connection with the closing:
(a) The recording fee necessary to record the Deed.
(b) Developer's attorneys' fees.
(c) Developer's broker and/or real estate commissions and fees, if any.
(d) A pro-rata portion of all taxes as provided in Section 1.10.
1.10 Real Estate Taxes. City shall pay all real estate taxes for the Property for all fiscal
years prior to the fiscal year in which Closing Date occurs. Real estate taxes for the fiscal
year in which Closing Date occurs shall be prorated between City and Developer to
Closing Date on the basis of a 365-day calendar year. Developer shall pay or cause to
Page 686 of 1171
be paid all real estate taxes due in subsequent fiscal years. Any proration of real estate
taxes on the Property shall be based upon such taxes for the year currently payable.
SECTION 2. DEVELOPMENT ACTIVITIES.
2.1 Required Minimum Improvements. City acknowledges that the Facilities are
industrial /warehouse buildings or facilities. Specifically, Developer agrees to the
following:
Phase I, to be constructed on Parcel A: A not less than 50,000 square foot Material
Handling Facility or other industrial use facility
Phase II, to be constructed on Parcel B: Speculative Industrial Facility of not less
than 75,000 square feet to be constructed on Parcel B
for a total estimated cost of Sixteen Million Dollars ($16,000,000).
(the Minimum Improvements) all as more particularly depicted and described on the plans
and specifications to be delivered to and approved by City as contemplated in this
Agreement.
2.2 Plans for Construction of Minimum Improvements. Plans and specifications with
respect to the development of the Property and the construction of the Minimum
Improvements thereon (the Construction Plans) shall be in conformity with the Urban
Renewal Plan, this Agreement, and all applicable state and local laws and regulations,
including but not limited to the Declaration of Covenants, Conditions, Restrictions,
Reservations, Easements, Liens and Charges, recorded as Instrument No. 2014-
00001147, as amended by the Amendment to Declaration of Covenants, Conditions,
Restrictions, Reservations, Easements, Liens and Charges, recorded as Instrument No.
2023-00000482, records of Dubuque County, Iowa. Developer shall submit to City, for
approval by City, plans, drawings, specifications, and related documents with respect to
the improvements to be constructed by Developer on the Property. All work with respect
to the Minimum Improvements shall be in substantial conformity with the Construction
Plans approved by City.
2.3 Timing of Improvements. Developer hereby agrees as follows:
(1) Phase I, to be constructed on Parcel A, construction of the Minimum
Improvements shall be commenced by the 1st day of June, 2026 and substantially
completed by the 30thst day of June, 2027.
(2) Phase II, to be constructed on Parcel B, construction of the Minimum
Improvements shall be substantially completed by the 31 st day of December 2032,
unless extended as provided herein.
10
Page 687 of 1171
The time frames 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,
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 G, shall waive all rights
of re -vestment of title to the Property as provided in Section 6.3.
2.5. Security Cameras. Developer shall install security cameras on the exterior of all
buildings on the Property and register said cameras with the "Secure Dubuque Personal
Surveillance System" described at https://cityofdubugue.org/2980/Secure-Dubuque.
SECTION 3. CITY PARTICIPATION.
3.1 Acquisition Grant to Developer. For and in consideration of Developer's
obligations hereunder to construct the Minimum Improvements, City agrees to make an
Acquisition Grant to Developer on the Closing Date, or such other date as the parties
shall mutually agree upon in writing, in the amount of Seven Hundred Ninety -Six
Thousand Five Hundred Dollars ($796,500.00) as follows:
Parcel A
Purchase Price $868,500
Acquisition Grant $434,250.00 (50% of Purchase Price)
Cash at Closing $434,250.00
Parcel B
Purchase Price $724,500.00
Acquisition Grant $362,250.00 (50% of Purchase Price)
Cash at Closing $362,250.00
Total cash at Closing $796,500.00
The parties agree that the Acquisition Grant shall be payable in the form of a credit
favoring Developer at time of Closing with the effect of directly offsetting the full Purchase
Price obligation of Developer.
Page 688 of 1171
3,2 Economic Development Grants.
A. Grants Related to Facili
(1) 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 (20) consecutive semi-annual payments (such payments
being referred to collectively as the "Economic Development Grants") to
Developer, as follows subject to acceleration or delay of the start date
related to Parcel B, as provided in paragraph 3.2(A)(2) below:
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
November 1, 2038
May 1, 2039
Parcel B
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
November 1, 2038
May 1, 2039
November 1, 2039
May 1, 2040
November 1, 2040
May 1, 2041
November 1, 2041
May 1, 2042
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 thereon (the collected tax
increment revenue being referred to herein as the "Developer Tax
12
Page 689 of 1171
Increments"). City and Developer agree that for purposes of this Section
3.2(1), the assessed value of the Property as of January 1, 2025, is as
follows:
Parcel A: $631,000
Parcel B: $526,300
Developer recognizes and agrees that the Economic Development Grants
shall be paid solely and only from the incremental taxes collected by City in
respect of 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.
(2) With respect to Parcel B only, the beginning date of the
Economic Development Grants may be accelerated to an earlier date or postponed
to a later date based on the date of completion of construction and full assessment
of the Minimum Improvements.
(3) To fund the Economic Development Grants, City shall certify to the
County prior to December 1, 2027 and shall certify prior to December 1 of
each year 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
Economic Development Grants in respect thereof would be paid to
Developer on November 1, 2029, and May 1, 2030).
(4) The Economic Development Grants shall be payable from and
secured solely and only by the Developer Tax Increments paid to City that,
upon receipt, shall be deposited and held in a special account created for
such purpose and designated as the Outfly Parcel A TIF Account and Outfly
Parcel B 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 Outfly Parcel A TIF Account and Outfly Parcel B TIF
Account to pay the Economic Development Grants, as and to the extent set
forth in Section 3.2(1) hereof. The Economic Development Grants shall not
be payable in any manner by other tax increments revenues or by general
taxation or from any other City funds. City makes no representation with
respect to the amounts that may be paid to Developer as the Economic
Development Grants in any one year and under no circumstances shall City
in any manner be liable to Developer so long as City timely applies the
13
Page 690 of 1171
Developer Tax Increments actually collected and held in the Outfly Parcel
A TIF Account and Outfly Parcel B TIF Account (regardless of the amounts
thereof) to the payment of the Economic Development Grants to Developer
as and to the extent described in this Section 3.2.
(5) 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 or reduction of the
annual Economic Development Grants permitted under this Section 3.2, 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.
B. 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 and to amend the ordinance for
the division of revenue under Iowa Code Ch. 403. In the event City fails to
complete all hearings and other procedures required to take the actions required
by this paragraph, Developer may terminate this Agreement without further
obligation to City and shall be entitled to return of any earnest money paid.
3.3 Site Preparation. City reserves the right to approve, consistent with City's rights,
duties and obligations under applicable laws, ordinances, rules, and regulations, the
design and specifications for any site preparation work.
SECTION 4. NOW APPROPRIATION / LIMITED SOURCE OF FUNDING.
4.1 Non -Appropriation.
(1) Notwithstanding anything in this Agreement to the contrary, the obligation
of City to pay any installment of the Economic Development Grants from the
pledged tax increment revenues shall be an obligation limited to currently budgeted
funds, and not a general obligation or other indebtedness of City or a pledge of its
full faith and credit within the meaning of any constitutional or statutory debt
limitation, and shall be subject in all respects to the right of non -appropriation by
the City Council of City as provided in this Section 4.1. City may exercise its right
of non -appropriation as to the amount of the installments to be paid during any
fiscal year during the Term of this Agreement without causing a termination of this
Agreement. The right of non -appropriation shall be exercised only by resolution
affirmatively declaring City's election to non -appropriate funds otherwise required
to be paid 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
14
Page 691 of 1171
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.
(3) Developer acknowledges and agrees that the State of Iowa retains the
authority to amend, modify, or repeal laws governing property tax, tax increment
financing (TIF), and any related rebate mechanisms. City makes no
representations or warranties regarding the continuation of current state law or the
availability of rebates in their present form. In the event that any legislative or
regulatory action by the State of Iowa alters or limits the availability, calculation,
distribution, or administration of rebates, City shall have no obligation to
compensate Developer for any resulting reduction, loss, or elimination of rebates.
Developer assumes all risk associated with potential changes to applicable state
law.
4.2 The right of non -appropriation reserved to City in this Section 4.2 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. Provided, however, in the
event City elects not to appropriate sufficient funds in the budget for any fiscal year for
the payment in full of the installments on the Economic Development Grants due and
payable in that year, then Developer may terminate this Agreement without any further
obligation to City hereunder, provided, however that Developer shall reconvey Parcels A
and B to City as provided in Section 6.4, but only if Developer has not constructed any of
the Minimum Improvements on Parcel A or Parcel B.
SECTION 5. COVENANTS OF DEVELOPER.
5.1 Job Creation and Maintenance. During the term of this Agreement, Developer
shall comply with the following employment -related covenants for the Property:
(1) Developer represents that the number of fulltime equivalent (FTE)
employees employed by Developer or its affiliated company at 7465 Chavenelle
Road as of January 1, 2025 is Fourteen (14). Developer or an affiliated company,
15
Page 692 of 1171
a tenant or assignee shall in aggregate create and maintain ten (10) additional
FTE employees employed by Developer or the affiliate, tenant or assignee on
Parcel A or a future occupant (tenant or assignee owner) occupying the Facility on
Parcel B by October 1, 2029 and during the remaining Term of this Agreement for
a total of Twenty -Four (24) FTE employees. FTE employees shall be calculated by
adding full-time and part-time employees together using 2080 hours per year as a
FTE employee.
(2) For the FTE positions that Developer, an affiliate or a tenant
occupant/assignee 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 the parties fail 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 the employing parties have eighteen (18) FTE
employees employed, the semi-annual Developer Economic Development Grants
to be paid for that year would be reduced by twenty-five percent (25%) (18/24
employees) of the Tax Increment Revenues received by City). The reduction of the
semi-annual Developer Economic Development Grants shall be City's sole remedy
for the failure of Developer or the other parties to meet the job creation
requirements of this subsection 5.1(2). The reduction of the semi-annual
Developer Economic Development Grants shall apply to both Parcel A and Parcel
B.
(3) In the event that the certificate provided to City under Section 5.2 hereof on
October 1, 2038 discloses that Developer does not as of that date have at least twenty-
four (24) FTE employees as provided hereinabove, Developer shall pay to City, promptly
upon written demand therefor, an amount equal to $18,093.7566,375.00 per job not
created or maintained ($434,2501,593,000 divided by 24 FTE _ $18,093.75). The
payments provided for herein shall be the City's sole remedy for the failure of Developer
to meet the job creation requirements of this subsection 5.1(3 ).This Section 5.1(3) only
applies to the Land Acquisition Grant awarded to Parcel A . There shall be no penalty
applied to the Land Acquisition Grant awarded to Parcel B as long as the Minimum
Improvements are completed on Parcel B.
5.2 Certification. To assist City in monitoring the performance of Developer hereunder,
as of October 1, 2029, 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 , its affiliate
or its occupant/tenant or assignee at the Property and the Facilities (Parcels A and B),
and (b) to the effect that such officer has re-examined the terms and provisions of this
Agreement and that at the date of such certificate, and during the preceding twelve (12)
months, Developer is not or was not in default in the fulfillment of any of the terms and
conditions of this Agreement and that no Event of Default (or event which, with the lapse
of time or the giving of notice, or both, would 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
16
Page 693 of 1171
taken or is proposed to be taken with respect thereto. Such certificate shall be provided
not later than October 15, 2029, and by October 15 of each year thereafter. Developer's
certification obligations under this Section 5.2 terminate following the final semi-annual
Economic Development Grant payment.
5.3 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.
5.4 Real Property Taxes. From and after the Closing Date, Developer shall pay or
cause to be paid, when due and before delinquency, all real property taxes and
assessments payable with respect to all and any parts of the Property unless Developer's
obligations have been assumed by another person pursuant to the provisions of this
Agreement.
5.5 No Other Exemptions. During the Term of this Agreement, Developer agrees not
to apply for any state or local property tax exemptions which are available with respect to
the Property or the Minimum Improvements located thereon that may now be, or hereafter
become, available under state law or city ordinance during the Term of this Agreement,
including those that arise under Iowa Code Chapters 404 and 427, as amended.
5.6 Insurance Requirements.
(1) Developer shall provide and maintain or cause to be maintained at all times
during the process of constructing the Minimum Improvements (and, 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, naming City as lender loss payable.
(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, listing City as lender loss payable. 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
17
Page 694 of 1171
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 Two Hundred Thousand Dollars ($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.
5.7 Preservation of Property. During the Term of this Agreement, Developer shall
maintain, preserve and keep, or cause others to maintain, preserve and keep, Minimum
Improvements in good repair and working order, ordinary wear and tear excepted, and
from time to time shall make all necessary repairs, replacements, renewals and additions.
Nothing in this Agreement, however, shall be deemed to alter any agreements between
Developer or any other party including, without limitation, any agreements between the
parties regarding the care and maintenance of the Property.
5.8 Non -Discrimination. In carrying out the project, Developer shall not discriminate
against any employee or applicant for employment because of age, color, familial status,
marital status, mental/physical disability, national origin, race, religion/creed, sex, gender
identity, or sexual orientation.
5.9 Conflict of Interest. Developer agrees that no member, officer or employee of City,
or its designees or agents, nor any consultant or member of the governing body of City,
and no other public official of City who exercises or has exercised any functions or
responsibilities with respect to the project during his or her tenure, or who is in a position
to participate in a decision -making process or gain insider information with regard to the
project, shall have any interest, direct or indirect, in any contract or subcontract, or the
proceeds thereof, for work to be performed in connection with the project, or in any
activity, or benefit therefrom, which is part of this project at any time during or after such
person's tenure. In connection with this obligation, Developer shall have the right to rely
upon the 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 Transferability. During the Term of this Agreement, this Agreement may not be
assigned and the Property and any portion of the Property may not be sold or otherwise
18
Page 695 of 1171
transferred by Developer without the prior written consent of City in City's sole discretion.
City has no obligation to consent to any assignment or sale.
5.11 Restrictions on Use. Developer agrees for itself, and its successors and assigns,
and every successor in interest to the Property or any part thereof that they, and their
respective successors and assigns, shall:
(1) Devote the Property to, and only to and in accordance with, the uses
specified in the Urban Renewal Plan (and City represents and agrees that use of
the Property as an industrial facility 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 age, color, familial status, marital status,
mental/physical disability, national origin, race, religion/creed, sex, gender identity,
or sexual orientation in the sale, lease, rental, use or occupancy of the Property or
any improvements erected or to be erected thereon, or any part thereof (however,
Developer shall not have any liability to City to the extent that a successor in
interest shall breach this covenant and City shall seek enforcement of this
covenant directly against the party in breach of same).
5.12 Release and Indemnification Covenants.
(1) Developer releases City and the governing body members, officers, agents,
servants and employees thereof (hereinafter, for purposes of this Section 5.10, 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, unless such loss or damage to property or injury to or death of a
person is caused by the Indemnified Parties' negligent acts or omissions.
(2) 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) Developer's acts or
omissions which constitute or purport to constitute a violation of any agreement or
condition of this Agreement; or (2) Developer's acts or omissions connected with
its 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 by
Developer's acts or omissions occurring after Developer takes possession of the
Property.
19
Page 696 of 1171
(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 5.10 shall survive the termination of this
Agreement.
5.13 Compliance with Laws. Developer 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.
5.14 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, failure of Internet, 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.
SECTION 6. EVENTS OF DEFAULT AND REMEDIES.
20
Page 697 of 1171
6.1 Events of Default Defined. The following shall be "Events of Default" under this
Agreement and the term "Event of Default" shall mean, whenever it is used in this
Agreement, any one or more of the following events:
(1) Failure by Developer to pay or cause to be paid, before delinquency, all real
property taxes assessed with respect to the Minimum Improvements and the
Property.
(2) Failure by Developer to cause the construction of the Minimum
Improvements to be commenced and completed pursuant to the terms, conditions
and limitations of this Agreement.
(3) Transfer of any interest by Developer in any portion of the Property or the
Minimum Improvements in violation of the provisions of this Agreement.
(4) Failure by Developer 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 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 Re -vesting Title in City Upon Happening of Event Subsequent to Conveyance to
Developer and Prior to Issuance of Certificate of Completion.
Parcel A
In the event that, subsequent to Closing and prior to receipt by Developer of the
Certificate of Completion, an Event of Default under Section 6.1 (1) through (4) of this
21
Page 698 of 1171
Agreement occurs and is not cured within the times specified in Section 6.2, then City
shall have the right to re-enter and take possession of the Property and any portion of the
Minimum Improvements thereon and to terminate Developer's estate, it being the intent
of this provision, together with other provisions of this Agreement, that the conveyance of
the Property was made upon the condition that, in the event of default under Section 6.1
(1) through (4) on the part of Developer and failure on the part of Developer to cure such
default within the period and in the manner stated herein, City may declare a termination
of this Agreement in favor of City of the title and of all Developer's rights and interests in
and to the Property, and that such title and all rights and interests of Developer, and any
assigns or successors in interests of Developer, and any assigns or successors in interest
to and in the Property, shall revert to City (subject to the provisions of this Section 6.3 of
this Agreement), but only if the events stated in Section 6.1 of this Agreement have not
been cured within the time period provided above, or, if the events cannot be cured within
such time periods, Developer does not provide assurance to City, reasonably satisfactory
to City, that the events will be cured as soon as reasonably possible.
Pnrral R
In the event that, subsequent to Closing and prior to receipt by Developer of the
Certificate of Completion, an Event of Default under Section 6.1 (1) through (4) of this
Agreement occurs and is not cured within the times specified in Section 6.2, then City
shall have the right to re-enter and take possession of the Property and any portion of the
Minimum Improvements thereon and to terminate Developer's estate, it being the intent
of this provision, together with other provisions of this Agreement, that the conveyance of
the Property was made upon the condition that, in the event of default under Section 6.1
(1) through (4) on the part of Developer and failure on the part of Developer to cure such
default within the period and in the manner stated herein, City may declare a termination
of this Agreement in favor of City of the title and of all Developer's rights and interests in
and to the Property, and that such title and all rights and interests of Developer, and any
assigns or successors in interests of Developer, and any assigns or successors in interest
to and in the Property, shall revert to City (subject to the provisions of this Section 6.3 of
this Agreement), but only if the events stated in Section 6.1 of this Agreement have not
been cured within the time period provided above, or, if the events cannot be cured within
such time periods, Developer does not provide assurance to City, reasonably satisfactory
to City, that the events will be cured as soon as reasonably possible.
6.4 Resale of Reacquired Property; Disposition of Proceeds.
Parcel A
Upon the re -vesting in City of title to the Property as provided in Section 6.3 of this
Agreement, City shall pay to Developer the Purchase Price which Developer actually paid
to City for the Property under Section 3.1, less any amount required to provide clear title
to the Property, including but not limited to prorated taxes and any mortgages, liens, or
other encumbrances.
Parcel B
22
Page 699 of 1171
Upon the re -vesting in City of title to the Property as provided in Section 6.3 of this
Agreement, City shall pay to Developer the Purchase Price which Developer actually paid
to City for the Property under Section 3.1 and after Section 1.1(3) declining schedule, less
any amount required to provide clear title to the Property, including but not limited to
prorated taxes and any mortgages, liens, or other encumbrances.
6.5 No Remedy Exclusive. No remedy herein conferred upon or reserved to City is
intended to be exclusive of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement or now or hereafter existing at law or in equity or by statute. No
delay or omission to exercise any right or power accruing upon any default shall impair
any such right or power or shall be construed to be a waiver thereof, but any such right
and power may be exercised from time to time and as often as may be deemed expedient.
6.6 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.
6.7 Agreement to Pay Attorneys' Fees and Expenses. If any action at law or in equity,
including an action for declaratory relief or arbitration, is brought to enforce or interpret
the provisions of this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees and costs of litigation from the other party. Such fees and
costs of litigation may be set by the court in the trial of such action or by the arbitrator, as
the case may be, or may be enforced in a separate action brought for that purpose. Such
fees and costs of litigation shall be in addition to any other relief that may be awarded.
6.8 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 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: Outfly Development, LLC
Attn: Michael Fullan
23
Page 700 of 1171
400 Ice Harbor Drive
Dubuque, Iowa 52001
With copy to: Flint Drake
Drake Law Firm, PC
300 Main St., Suite 323
Dubuque, Iowa 52001
(2) If to City: City Manager
50 W. 13th Street
Dubuque, Iowa 52001
Phone: (563) 589-4110
Fax: (563) 589-4149
With copy to: City Attorney
City Hall
50 W. 13th Street
Dubuque, Iowa 52001
or at such other address with respect to any party as that party may, from time to time
designate in writing and forward to the other as provided in this Section 7.1.
7.2 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit
of City and Developer and their respective successors and assigns.
7.3 Term; Termination Date. The Term of this Agreement and the rights and
obligations of the parties hereunder shall commence upon execution by both parties and
shall terminate at midnight on June 1, 2042 (the Termination Date).
7.4 Execution By Facsimile. The parties agree that this Agreement may be transmitted
among them by facsimile machine or electronic transmission. The parties intend that the
faxed or electronic transmission signatures constitute original signatures and that a faxed
or electronically transmitted Agreement containing the signatures (original or faxed) of all
the parties is binding on the parties.
7.5 Memorandum of Development Agreement. City shall promptly record a
Memorandum of Development Agreement in the form attached hereto as Exhibit E in the
office of the Recorder of Dubuque County, Iowa. Developer shall pay the costs for so
recording.
7.6 Assignment of Agreement Related to Parcel B. Developer may assign, and a third
party must assume, all obligations and rights hereunder with respect to Parcel B if:
a. The 75,000 or more square foot warehouse or industrial building has been
completed on Parcel B;
b. The job creation requirements under this Agreement have been satisfied in the
24
Page 701 of 1171
aggregate on Parcels A and B;
c. The assignee assumes in writing all obligations related to continued
compliance with this Agreement.
The Assignment, in form acceptable to City, must be in writing and copy thereof
provided to the City at the address provided for notices in paragraph 7.1.
7.7 1031 Structure. City acknowledges that Developer will use funds generated
from the sale of other real estate to accomplish the acquisition and development
of the Property as provided herein. As a part of that process Developer will need
to assign the purchase rights under this Agreement to an exchange
accommodation titleholder during the exchange period. City will approve such
assignment in a form acceptable to City for the limited purpose of accomplishing
the benefits of the 1031 exchange. No further action or consent will be necessary
for Developer to carry out such assignment.
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
Brad M. Cavanagh, Mayor
ATTEST:
Adrienne Breitfelder, City Clerk
OUTFLY DEVELOPMENT, LLC
Michael Fullan, President
25
Page 702 of 1171
LIST OF EXHIBITS
Exhibit A
Urban Renewal Plan
Exhibit B
Plat
Exhibit B-1
Preliminary Site Plan
Exhibit C
City Attorney Certificate
Exhibit D
Opinion of Counsel to Developer
Exhibit E
Memorandum of Development Agreement
Exhibit F
Deed
Exhibit G
Certificate of Completion
Exhibit H
City Certificate
26
Page 703 of 1171
EXHIBIT A
URBAN RENEWAL PLAN
A copy of the Plan and amendments is on file in the Office of the City Clerk,
City Hall, 50 West 131' Street, Dubuque, Iowa
27
Page 704 of 1171
EXHIBIT B
PLAT
28
Page 705 of 1171
FINAL PLAT
DUBUQUE INDUSTRIAL CENTER SOUTH THIRD ADDITION IN THE CITY OF DUBUQUE, IOWA
T NOTE: THE ACCESS. STORM WATER
STORM SEWER, AND SANITARY SEWER S87'S '29'W 227.94' 'OR; C \
TS ARE SHOWN AS PER DOC. 2014-1397 9 311 a 2. 89,92' 138.02 Of/70ut N
NIW CORNER LOT B
_ OW CAP Iti]9G 1.pt St�,yy'W / L _:n' CAP YELLOW C i/�ST GS
Li•14A8d Nti�:l6 /11706 gOOULgC
-146.eel 4736'08"W 848.74' 848.4Y
1-p\ 1 VNpVSS0.tP y,A`�V
WID
./} DRAISTORNACE ERE pJeJ�E q 4.83A CRES "F-�oNO
EASEMENT ffi
LOT 3
6.72 ACRES OA FOR PUBROW
N -+ 0.48 ACRES
VERENA COURT
a nlir "-0- R-84A0' R=64.00'
�O ',Ky a47'S0'S1" A 9955'31"
J7' CHORD-S37'I1'42 W GHORD=148855O7'1111
51 91' 98.00,
GRAPHIC SCALE
c2 65
0 120 240 �r24gp, P U
(J3'_ `li
I" = 120'
JJJt
DRAWING MAY HAVE BEEN REDUCED
THIS SURVEY IS SUBJECT TO EASEMENTS,
i1/JE-R L.T,1 4.BNjprZar N13'
RESERVATIONS, RESTRICTIONS AND•S7
110.!
RIGHTS -OF -WAY OF RECORD AND NOT OF RECORD. 12m 55 E
LEGEND S of--__
DESCRIPTION: LOT 1 AND LOT 2
DUBUQUE INDUSTRIAL CENTER —
- -
PLAT BOUNDARY apt Mwwunuru
- - — LOi LINE
SOUTH SECOND ADDITION IN _—
THE CITY OF DUBUQUE. IOWA
' ' —_ ' " — PROPOSED EASEMENT UNE „
— EASEMENT LINE *c'
EX EXISTING �A� L.
PROPRIETOR: CITY OF DUBUQUE k
ROASTING SOLUTIONS, LLC
-'
P.U.E. PUBLIC UTIUTY EASEMENT GEISER
FOUND 5/8" REBAR WITH RED
SURVEYED FOR: CITY OF DUBUQUE PLASTIC CAP 21408, UNLESS NOTED
DATE OF SURVEY: DECEMBER 16, 2015 0 SET 5/8' REBAR W11H
TOTAL AREA SUR VEYFD: 2I.25 ACRFS
RED PLASTIC CAP NO 21408
Lot 3 represents Parcel A
Lot 2 represents Parcel B
EXHIBIT B-1
PRELIMINARY SITE PLAN
LOT 1 \ 5
9.22 ACRES
CURVE DATA: C1
L=36.00' R=64.00' A=32'13'38" a'
CHORD=NO2'50'33"W, 35.53'.�i
EX rk 40' WIDE
STORM WATER �I
DRAINAGE
EASEMENT r� "
EX � 20' WIDE
PUBLIC SANITARY
SEWER EASEMENT
L=363.40'
R=1050.00' - -
RD=N89'OB'30"E xELOW cAP
361.59 -.:rzr �.111, 366
H79,p7'pp"E
r
RON1) l ADOVTVON
YEuoW CAP3m Rp (100
F,Ttx; PW7NERS
0
_ - FIRST
r-"`ae mA _••• mnaiImk i
a°�mc+n w°O-0m � uxs a Wi,-iL a a ou. "w
RRR14 �•
�L � vru�>z xErewx. o. ° rtl l0'1b _•,'� u�
rom a sxms mwm a mn s.L �W
29
Page 706 of 1171
Parcel A
Parcel B
\\ / ///ice \
v\\\\ \T�p I i /'��'I%�j' i ,t' ' BUILJ)IN(,��0�� ur+E = ��S �_ rJ(_ _� � _=��
'ql l / — — -- — —
\� �\ JNtllll111111�II�hNlII1 —r — — - _ = zs------- /
�&\\ IIIIIIIIIIIIIII /
\`\ \111111414rIII�Illlllll I
llll1h1114�11�llllllll `--�
zao
° I
\\\'lIIIII�1111j41J111114Q1111 Phase 1
F 141j11111�41411�1144�4i1� `` 50,000
c/EN6E7iil I l u 4 4 441 J
^ I
�,
N611 _,-\\\�$`��\\ o-�� Phase 2 4IBM
NX
i____________
VERENA CT.
\
28L�%E, EXi$nNG 2G' silK
NI TARYSEWRE
HODGE Company
customer
Project Phase 1, Phase 2
Date 22025
HODGE
�4"�
LocaWn: Dubuque, IA
Contact: Michael Fublan
DubW, 1A 520G2
Rmnsion: 0 m• r
30
Page 707 of 1171
EXHIBIT C
CITY ATTORNEY'S CERTIFICATE
31
Page 708 of 1171
Barry A. Lindahl, Esq. Dubuque
Senior Counsel
Suite 330, Harbor View Place
300 Main Street All-AmericaCily
Dubuque, Iowa 52001-6944
(563) 583-4113 office
(563) 583-1040 fax
balesgLa)cityofdubuque•or 2007.2012 • 2013
(DATE)
RE:
Dear
THE CITY OF
DUB E
Masterpiece on the Mississippi
I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution
and delivery of a certain Development Agreement between Outfly Development,
LLC(Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the
day of , 20_.
The City has duly obtained all necessary approvals and consents for its execution,
delivery and performance of this Agreement and has full power and authority to execute,
deliver and perform its obligations under this Agreement, and to the best of my
knowledge, the representations of the City Manager in his letter dated the day of
, 20 , are correct.
BAL:tIs
Very sincerely,
Barry A. Lindahl, Esq.
Senior Counsel
32
Page 709 of 1171
EXHIBIT D
OPINION OF DEVELOPER'S COUNSEL
33
Page 710 of 1171
Mayor and City Councilmembers
City Hall, 13th and Central Avenue
Dubuque IA 52001
Re: Development Agreement Between the City of Dubuque, Iowa and Outfly
Development, LLC
Dear Mayor and City Councilmembers:
We have acted as counsel for Outfly Development, LLC, (Developer) in connection
with the execution and delivery of a certain Development Agreement between Developer
and the City of Dubuque, Iowa (City) dated for reference purposes the day of
, 20
We have examined the original certified copy, or copies otherwise identified to our
satisfaction as being true copies, of the Development Agreement and such other
documents and records as we have deemed relevant and necessary as a basis for the
opinions set forth herein.
Based on the pertinent law, the foregoing examination and such other inquiries as
we have deemed appropriate, we are of the opinion that:
1. Developer is a corporation organized and existing under the laws of the
State of and has full power and authority to execute, deliver and perform
in full Development Agreement. The Development Agreement has been duly and validly
authorized, executed and delivered by Developer and, assuming due authorization,
execution and delivery by City, is in full force and effect and is valid and legally binding
instrument of Developer enforceable in accordance with its terms, except as the same
may be limited by bankruptcy, insolvency, reorganization or other laws relating to or
affecting creditors' rights generally.
2. The execution, delivery and performance by Developer of the Development
Agreement and the carrying out of the terms thereof, will not result in violation of any
provision of, or in default under, the articles of incorporation and bylaws of Developer,
any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree,
order, statute, rule, regulation or restriction to which Developer is a party or by which
Developer's property is bound or subject.
3. There are no actions, suits or proceedings pending or threatened against or
affecting Developer in any court or before any arbitrator or before or by any governmental
body in which there is a reasonable possibility of an adverse decision which could
materially adversely affect the business (present or prospective), financial position or
results of operations of Developer or which in any manner raises any questions affecting
the validity of the Agreement or the Developer's ability to perform Developer's obligations
thereunder.
Very truly yours,
34
Page 711 of 1171
EXHIBIT E
MEMORANDUM OF DEVELOPMENT AGREEMENT
35
Page 712 of 1171
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 between the City of Dubuque, Iowa, an Iowa municipal
corporation, of Dubuque, Iowa, and Outfly Development, LLC, was made regarding the
following described premises:
Lot 3 of Dubuque Industrial Center South Third Addition in the City of Dubuque, Iowa
(Parcel A)
Lot 2 of Dubuque Industrial Center South Third Addition in the City of Dubuque, Iowa
(Parcel B)
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 of Development Agreement 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 , 20
CITY OF DUBUQUE, IOWA
Barry A. Lindahl, Senior Counsel
36
Page 713 of 1171
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, 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 that the seal affixed to said instrument is the seal of said Municipal Corporation
and that said instrument was signed and sealed on behalf of said Municipal corporation
by authority and resolution of its City Council and 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
37
Page 714 of 1171
EXHIBIT F
DEED
38
Page 715 of 1171
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
Tax Statement to:
Outfly Development, LLC Attn: Michael Fullen
400 Ice Harbor Drive
Dubuque, Iowa 52001
MaxN/_1��i%1:7:7_1���'��7���7
The City of Dubuque, Iowa, a municipal corporation of the State of Iowa (Grantor),
in consideration of the Grantee named below undertaking the obligations of the Developer
under the Development Agreement described below and the sum of Ten and no/100
Dollars ($10.00) in hand paid, and other good and valuable consideration, and pursuant
to the authority of Chapter 403, Code of Iowa, does hereby GRANT, SELL AND CONVEY
unto Outfly Development, LLC (Grantee), the following described parcel situated in the
County of Dubuque, State of Iowa, to wit (the Property):
Lot 3 of Dubuque Industrial Center South Third Addition in the City of Dubuque,
Iowa (Parcel A)
Lot 2 of Dubuque Industrial Center South Third Addition in the City of Dubuque,
Iowa (Parcel B)
This Deed is exempt from transfer tax pursuant to Iowa Code section 428A.2(6).
This Deed is given pursuant to the authority of Resolution No. of the City
Council of the City of Dubuque adopted the day of , 2025, the terms and
conditions thereof, if any, having been fulfilled.
This Deed is being delivered in fulfillment of Grantor's obligations under and is
subject to all the terms, provisions, covenants, conditions and restrictions contained in
that certain Development Agreement executed by Grantor and Grantee herein, dated the
day of 2025 (the Agreement), a memorandum of which was recorded on
the day of , 2025, in the records of the Recorder of Dubuque County,
Iowa, Instrument Number -
Promptly after completion of the improvements and payment in full of the Purchase
Price for the Property in accordance with the provisions of the Agreement, Grantor will
39
Page 716 of 1171
furnish Grantee with a Certificate of Completion in the form set forth in the Agreement.
Such certification by Grantor shall be, and the certification itself shall so state, a
conclusive determination of satisfaction and termination of the agreements and covenants
of the Agreement and of this Deed with respect to the obligation of Grantee, and its
successors and assigns, to construct improvements and the dates for the beginning and
completion thereof and pay the Purchase Price for the Property, it being the intention of
the parties that upon the granting and filing of the Certificate of Completion that all
restrictions, re -vesting of title, and reservations of title contained in this Deed be forever
released and terminated and that any remaining obligations of Grantee pursuant to the
Agreement shall be personal only.
All certifications provided for herein shall be in such form as will enable them to be
recorded with the County Recorder of Dubuque, Iowa. If Grantor shall refuse or fail to
provide any such certification in accordance with the provisions of the Agreement and this
Deed, Grantor shall, within twenty days after written request by Grantee, provide Grantee
with a written statement indicating in adequate detail in what respects Grantee has failed
to complete the improvements in accordance with the provisions of the Agreement or is
otherwise in default, and what measures or acts will be necessary, in the opinion of
Grantor, for Grantee to take or perform in order to obtain such certification.
In the event that an Event of Default occurs under the Agreement and Grantee
herein shall fail to cure such default within the period and in the manner stated in the
Agreement, then Grantor shall have the right to re-enter and take possession of the
Property and to terminate and re -vest in Grantor the estate conveyed by this Deed to
Grantee, its assigns and successors in interest, in accordance with the terms of the
Agreement.
None of the provisions of the Agreement shall be deemed merged in, affected or
impaired by this Deed.
Grantor hereby covenants to warrant and defend the said premises against the
lawful claims of all persons whomsoever claiming by, through and under it.
Attest:
Dated this of , 2025 at Dubuque, Iowa.
CITY OF DUBUQUE IOWA
Brad M. Cavanagh, Mayor
40
Page 717 of 1171
Adrienne N. Breitfelder, City Clerk
STATE OF IOWA )
SS
COUNTY OF DUBUQUE )
On this day of , 20_, before me a Notary Public in and
for said County, personally appeared Brad M. Cavanagh and Adrienne N. Breitfelder to
me personally known, who being duly sworn, did say that they are the Mayor and City
Clerk, respectively of the City of Dubuque, Iowa, a Municipal Corporation, created and
existing under the laws of the State of Iowa, and that the seal affixed to the foregoing
instrument is the seal of said Municipal Corporation, and that said instrument was signed
and sealed on behalf of said Municipal Corporation by authority and resolution of its City
Council and said Mayor and City Clerk acknowledged said instrument to be the free act
and deed of said Municipal Corporation by it voluntarily executed.
Notary Public in and for Dubuque County, Iowa
41
Page 718 of 1171
EXHIBIT G
CERTIFICATE OF COMPLETION
42
Page 719 of 1171
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 (City), and Outfly Development, LLC
(Developer) have entered into a Development Agreement (the Agreement) dated as of
[Date], with respect to certain real property located within the Dubuque Industrial Center
Economic Development District and as more particularly described as follows:
Lot 3 of Dubuque Industrial Center South Third Addition in the City of Dubuque, Iowa
(Parcel A)
Lot 2 of Dubuque Industrial Center South Third Addition in the City of Dubuque, Iowa
(Parcel B)
(the "Property"); and
WHEREAS, said Agreement contains certain covenants and conditions with
respect to the development of the Property, and obligates Developer to construct certain
Minimum Improvements in accordance with the Agreement; and
WHEREAS, Developer has 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 Agreement with respect to the obligations of
Developer, and its successors and assigns, to construct the Minimum Improvements on
the Property and pay for the same have been completed and performed by Developer to
the satisfaction of City and such covenants and conditions are hereby terminated.
The Recorder of Dubuque County is hereby authorized to accept for recording and to
record the filing of this instrument, to be a conclusive determination of the satisfaction of
the covenants and conditions of said Agreement which would have resulted in a forfeiture
by Developer and right of City to re-enter and take possession of the Property as set forth
in said Agreement if such covenants and conditions had not been satisfied, and that said
Agreement shall otherwise remain in full force and effect.
43
Page 720 of 1171
CITY OF DUBUQUE, IOWA
IN
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
44
Page 721 of 1171
EXHIBIT H
CITY CERTIFICATE
45
Page 722 of 1171
Dubuque
THE COF
All AmPJ1CeCI�Y
City Manager's Office
City Hall
50 West 13t" Street
Dubuque, Iowa 52001-4864
' '
DtUB
(563) 589-4110 office
(563) 589-4149 fax
Masterpiece on the Mississippi 2012
ctymgr@cityofdubuque.org
Dear
I am the City Manager of the City of Dubuque, Iowa and have acted in that capacity in
connection with the execution and delivery of a certain Development Agreement between
(Developer) and the City of Dubuque, Iowa (City) dated for reference
purposes the day of , 20_.
On behalf of the City of Dubuque, I hereby represent and warrant to Developer that:
(1) There is no action, suit or proceeding pending, or to the best of City's
knowledge, threatened against City which might result in any adverse change in
the Property being conveyed or the possession, use or enjoyment thereof by
Developer, including, but not limited to, any action in condemnation, eminent
domain or public taking;
(2) No ordinance or hearing is pending or, to the best of City's knowledge,
contemplated before any local governmental body which 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.
(3) All leases, contracts, licenses, and permits between City and third parties
in connection with the maintenance, use, and operation of the Property have been
provided to Developer and City has provided true and correct copies of all such
documents to Developer;
(4). City has good and marketable fee simple title interest to the Property;
(5) There are no notices, orders, suits, judgments or other proceedings relating
to fire, building, zoning, air pollution, health violations or other matters that have
not been corrected. City has notified Developer in writing of any past notices,
orders, suits, judgments or other proceedings relating to fire, building, zoning, air
pollution or health violations as they relate to the Property of which it has actual
notice;
EN
Page 723 of 1171
(6) The Property will as of the date of the Closing Date be free and clear of all
liens, security interests, and encumbrances and payment has been made for all
labor or materials that have been furnished to the Property or will be made prior to
the Closing Date so that no lien for labor performed or materials furnished can be
asserted against the Property;
(7) City has duly obtained all necessary approvals and consents for its
execution, delivery and performance of this Agreement, and that it has full power
and authority to execute, deliver and perform its obligations under this Agreement.
City's attorney shall issue a legal opinion to Developer at the time of each Closing
confirming the representation contained herein, in form and substance attached
hereto as Exhibit C;
(8) All City utilities necessary for the development and use of the Property
adjoin the Property, and Developer shall have the right to tie into and use said
utilities upon payment to City of the required connection and tap fees and all other
applicable fees; provided, however, that the cost of any utility relocation shall be
at the sole cost of Developer;
(9) The Property is free and clear of any occupants, and no party has a lease
to or other occupancy or contract right in the Property which shall in anyway be
binding upon the Property or Developer;
(10) City shall exercise its best efforts to cooperate with Developer in the
development process;
(11) City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and prompt fashion;
(12) With respect to the period during which City has owned or occupied the
Property, and to the best of City's knowledge after reasonable investigation with
respect to the time before City owned or occupied the Property, no person or entity
has caused or permitted materials to be stored, deposited, treated, recycled, or
disposed of on, under or at the Property other than as described in the
environmental reports that City has provided to Developer, which materials, if
known to be present, would require cleanup, removal or some other remedial
action under Environmental Laws;
(13) There are no fees or other charges payable by Developer for the
construction of any City utilities serving the Property other than the fees for
connecting to and installing meters and tap fees with regard to such utilities and
all city utilities necessary for the development and use of the Property as a mixed -
use facility adjoin the Property and Developer shall have the right to connect to
said utilities, subject to City's connection fees;
(14) The Property is properly zoned for the various uses described in this
47
Page 724 of 1171
Agreement.
(15) City makes no warranties or representations as to the condition of the
Property other than those which are expressly stated in this Agreement;
(16) City has completed all required notice to or prior approval, consent or
permission of any federal, state or municipal or local governmental agency, body,
board or official to the sale of the Property; and consummation of the Closing by
City shall be deemed a representation and warranty that it has obtained the same;
(17) City represents and agrees that, use of the Property as Industrial Buildings
or Facilities as described in this Agreement is in full compliance with the Urban
Renewal Plan;
(18) The Property has a permanent right of ingress and egress to a public
roadway for the use and enjoyment of the Property
(19) 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; and
(20) The representations and warranties contained in this Section 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, and such representations and warranties shall survive the Closing.
Sincerely,
Michael C. Van Milligen
City Manager
48
Page 725 of 1171
CITY OF DUBUQUE, IOWA
OFFICIAL NOTICE
PUBLIC NOTICE is hereby given that the Dubuque City Council will conduct a public
hearing on the 6th day of October, 2025, at 6:30 p.m., in the Historic Federal Building,
350 W. 61" Street, 2nd floor, Dubuque, Iowa, at which meeting the City Council proposes
to take action to approve a Development Agreement by and between the City of
Dubuque, Iowa, and Outfly Development, LLC, 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 sale of
City -owned real estate and 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 Economic Development District, consisting of the funding of economic
development grants for Outfly Development, LLC, under the terms and conditions of the
Urban Renewal Plan for the Dubuque Industrial Center Economic Development District.
The aggregate amount of the Urban Renewal Tax Increment Revenue Grant Obligations
cannot be determined at the present time, but is not expected to exceed $2,500,000.
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://dubugueia.portal.civicclerk.com/ or by contacting the City
Clerk's 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. 131" 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 15th day of September, 2025.
Adrienne N. Breitfelder, CIVIC, City Clerk
Page 726 of 1171
Prepared by 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. 131h St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 302-25
INTENT TO DISPOSE OF AN INTEREST IN CITY OF DUBUQUE REAL ESTATE BY SALE TO
OUTFLY DEVELOPMENT, LLC PURSUANT TO A DEVELOPMENT AGREEMENT BY AND
BETWEEN THE CITY OF DUBUQUE, IOWA AND OUTFLY DEVELOPMENT, LLC AND FIXING
THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA ON THE DEVELOPMENT AGREEMENT INCLUDING THE PROPOSED ISSUANCE OF
URBAN RENEWAL TAX INCREMENT REVENUE GRANT OBLIGATIONS TO OUTFLY
DEVELOPMENT, LLC AND PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF
Whereas, the City of Dubuque, Iowa (City) is the owner of the following described real
property:
Lot 3 of Dubuque Industrial Center South Third Addition in the City of Dubuque, Iowa
Lot 2 of Dubuque Industrial Center South Third Addition in the City of Dubuque, Iowa
(the Property)
; and
Whereas, City and Outfly Development, LLC have entered into a Development Agreement,
subject to the approval of the City Council, pursuant to which City will convey the Property to
Outfly Development, LLC, and Outfly Development, LLC will construct on the Property certain
Improvements described in the Development Agreement; and
Whereas, the City Council has tentatively determined that it would be in the best interests of
City to approve the Development Agreement, including the conveyance of the Property to
Outfly Development, LLC; and
Whereas, the Development Agreement provides for the issuance by City of economic
development grants to Outfly Development, LLC, referred to therein as Urban Renewal Tax
Increment Revenue Grant Obligations, payable from the tax increment revenues collected in
respect of the Improvements to be constructed by Outfly Development, LLC in accordance with
the Development Agreement, for the purpose of carrying out the objectives of an Urban
Renewal Plan as hereinafter described; and
Whereas, before said obligations may be approved, Chapter 403 of the Code of Iowa
requires that the City Clerk publish a notice of the proposal and of the time and place of the
meeting at which the City Council proposes to take action thereon and at which meeting the
City Council shall receive oral and/or written objections from any resident or property owner of
said City to such proposed action.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA THAT:
Section 1. The City of Dubuque intends to dispose of its interest in the foregoing -described
Property by Deed to Outfly Development, LLC pursuant to the proposed Development
Agreement.
Section 2. The City Clerk is hereby authorized and directed to cause this Resolution and a
notice to be published as prescribed by Iowa Code Section 364.7 of a public hearing on the
City's intent to dispose of the foregoing -described Property, to be held on the 6th day of October,
2025 at 6:30 p.m. in the form attached hereto.
Section 3. The City Council will also meet at said time and place for the purpose of taking
action on the matter of authorizing Urban Renewal Tax Increment Revenue obligations and the
execution of the Development Agreement relating thereto with Outfly Development, LLC the
proceeds of which obligations will be used to carry out certain of the special financing activities
described in the Urban Renewal Plan for the Dubuque Industrial Center Economic
Development District, consisting of the funding of economic development grants to Outfly
Development, LLC pursuant to the Development Agreement under the terms and conditions of
said Urban Renewal Plan. It is expected that the aggregate amount of the Tax Increment
Revenue obligations will be approximately $2,500,000.
Section 4. The City Clerk is hereby directed to cause at least one publication to be made of
a notice of said meeting, in a newspaper, printed wholly in the English language, published at
least once weekly, and having general circulation in said City, said publication to be not less
than four days nor more than twenty days before the date of said meeting on the disposal of
the City's interest in the Property and the issuance of said obligations.
Passed, approved, and adopted this 15th day of September, 2025.
Attest:
Adrienne N. Breitfeld r, City Clerk