McGraw Hill, Ruscilli Devel.PurMEMORANDUM
October 10, 2001
TO:
FROM:
SUBJECT:
The Honorable Mayor and City Council Members
Michael C. Van Milligen, City Manager
Expansion of the McGraw-Hill Companies, Inc. at the Dubuque Industrial
Center West
Ruscilli Development Company, Ltd., would like to purchase property at the Dubuque
Industrial Center West to construct a 320,000 square foot industrial warehousing and
distribution center for The McGraw-Hill Companies, Inc.
Acting Economic Development Director Pam Myhre and Corporation Counsel Barry
Lindahl have worked with Greater Dubuque Development Corporation Executive
Director Rick Dickinson over the past several months in putting together this project.
McGraw-Hill plans to relocate its current warehousing and distribution center operations
and 100 jobs located on Kerper Boulevard to the new site. They have committed to
create 10 new jobs. The office component of their operation will remain on Kerper
Boulevard.
Other key elements of the agreement include:
The purchase pdce is $78,000 per acre for 20.3 acres. An Acquisition Grant to
the developer reduces the cost to $39,000 per acre as an incentive to locate in
Dubuque.
2. The property will be conveyed on or before November 6, 2001.
An option to purchase an additional three acres at full price is granted for $1.000
for a five-year period.
Ruscilli must construct a building of not less than 320,000 square feet costing not
less than $6,700,000.
5. Ruscilli will enter a minimum 10-year lease with McGraw-Hill
McGraw-Hill will receive a 10-year TIF in the form of a yearly tax rebate on the
value of the assessable improvements.
7. The City will assist in resolving an issue with the water pressure and volume at
DICW as mandated by McGraw-Hill's insurance company.
Acting Economic Development Director Pam Myhre is recommending sale of the
property.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
MCVM/jh
Attachment
cc: Barry Lindahl, Corporation Counsel
Cindy Steinhauser, Assistant City Manager
Pamela Myhre, Acting Economic Development Director
CITY OF DUBUQUE, IOWA
MEMORANDUM
TO:
FROM:
SUBJECT:
October 10, 2001
Michael Van Milligen, City Manager
Pamela Myhre, Acting Economic Development Director
Approval of Development Agreement by and among the City, Ruscilli
Development Co., LTD. and The McGraw-Hill Companies, Inc. for the Sale
and Development of and Option To Purchase Property in the Dubuque
Industrial Center West
INTRODUCTION
This memorandum presents for City Council consideration a Resolution approving the
Development Agreement for the disposition of approximately 23.3 acres in the Dubuque
Industrial Center West to Ruscilli Development Co., LTD. A public headng on the disposition of
this property has been set for October 15, 2001.
BACKGROUND
On October 8, the City Council was presented with the attached memorandum recommending
that a public hearing be set for October 15 on the proposed disposition of the above-described
property to Ruscilli Development Co., LTD. to facilitate the construction of a 320,000 square foot
warehousing and distribution center for The McGraw-Hill Companies, Inc. The Council received
the memorandum and set the matter for hearing.
DISCUSSION
Attached to this memorandum is a Resolution approving the proposed Development Agreement
by and among the City, Ruscilli and McGraw-Hill and authorizes execution of the Agreement
and a deed.
The proposed Development Agreement establishes the terms of the sale of and option to
purchase the property to Ruscilli. The key elements of the agreement include the following:
1)
The purchase pdce is $78,000 per acre for 20.3 acres. An Acquisition Grant to the
developer reduces the cost to $39,000 per acre as an incentive to locate in Dubuque.
2) The property will be conveyed on or before November 6, 2001.
3)
An option to purchase an additional 3 acres at full price is granted for $1.00 for a 5 year
period.
4)
Ruscilli must construct a building of not less than 320,000 square feet costing not less
than $6,700,000.
5) Ruscilli will enter a minimum 10 year lease with McGraw-Hill.
6) McGraw-Hill must retain 100 existing jobs and create 10 new jobs within the first 24
months of operation. The 110 jobs must be retained for 3 additional years after the initial
24 months.
7)
McGraw-Hill will receive a 10 year TIF in the form of a yearly tax rebate on the value of
the assessable improvements.
The City will assist in resolving an issue with the water pressure and volume at the
Dubuque Industrial Center West as required by McGraw-Hill's insurance company.
Additional terms and conditions of the disposition of the property are included within the
attached Development Agreement.
RECOMMENDATION
I recommend that the City Council approve the Agreement with Ruscilli Development Co., LTD.
and The McGraw-Hill Companies, Inc. for the sale and development of and option to purchase
property in the Dubuque Industrial Center West. This action supports the Council's objectives to
assist a local business expand its operations and create new jobs.
ACTION STEP
The action step for the City Council is to adopt the attached Resolution.
F:\USERS\Pmyhre\WPDOCS\LOANDOC\MCGRAW HiLL\finaLdispo.m emo.rtf
Prepared by: BarryA. Lindahl 196 Dubuque Buildinq Dubuque, IA 52001
563-583-4113
RESOLUTION NO. 463-01
RESOLUTION APPROVING A DEVELOPMENT AGREEMENT PROVIDING FOR
THE SALE AND OPTION TO PURCHASE PROPERTY IN THE DUBUQUE
INDUSTRIAL CENTER WESTIN THE CITY OF DUBUQUE, IOWA, TO RUSCILLI
DEVELOPMENT CO.,LTD.
Whereas, this Council, by Resolution No. 449-01 dated October 8, 2001, declared its intent
to enter into a Development Agreement with Rusciili Development Co., LTD. and The McGraw-Hill
Companies, Inc. for the sale and option to purchase certain property in the Dubuque Industrial
Center West in the City of Dubuque, Iowa, (the Property) described in the attached Development
Agreement; and
Whereas, pursuant to published notice, a public hearing was held on the proposed
disposition on October 15, 2001, at 6:30 p.m. at the Carnegie-Stout Public Library Auditorium, 360
W. 11th Street, Dubuque, Iowa.; and
Whereas, it is the determination of this Council that approval of the Development
Agreement for the sale to and option to purchase by and development of the Property by Ruscilli
Development Co., LTD. according to the terms and conditions set out in the Development
Agreement is in the public interest of the City of Dubuque.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
Section 1. That the attached Development Agreement by and among the City of
Dubuque, Ruscilli Development Co., LTD. and The McGraw-Hill Companies, Inc. and the sale of
and option to purchase by Ruscilli Development Co., LTD. of the Property is hereby approved.
Section2. That the Mayor is hereby authorized and directed to execute the
Development Agreement on behalf of the City and City Clerk is authorized and directed to attest to
his signature.
Section 3. That the Mayor and City Clerk are hereby authorized and directed to execute
and deliver a Special Warranty Deed for the Property as provided in the Development Agreement.
Section 4. That the City Manager is authorized to take such actions as are necessary to
comply with the terms of the Development Agreement as herein approved.
Passed, approved and adopted this 15th day of October, 2001.
/s/ Terrance M. Duggan, Mayor
Attest:
/s/ Jeanne F. Schneider, City Clerk
F:\USERS\Pmyhre\WPDOCS~LOANDOC\MCGRAW HILL\flna!dispo.res.rtf
RESOLUTION NO. 449 -01
RESOLUTION OF INTENT TO DISPOSE OF AN INTEREST IN REAL
PROPERTY BY SALE AND OPTION TO PURCHASE TO RUSCILLI
DEVELOPMENT CO., LTD. PURSUANT TO DEVELOPMENT AGREEMENT
WITH RUSCILLI DEVELOPMENT CO., LTD. AND THE MCGRAW-HILL
COMPANIES, INC.
WHEREAS, the City of Dubuque, Iowa (City) is the owner of the following real
property (the Property), as shown on the Exhibit attached hereto consisting of 23.3
acres, more or less; and
WHEREAS, City, Ruscilli Development Co., LTD. and The McGraw-Hill
Companies, Inc. have entered into a Development Agreement, subject to the approval
of the City Council, a copy of which is on file at the Office of the City Clerk, City Hall, 50
W. 13~h Street, Dubuque, Iowa pursuant to which City will sell and grant an option to
purchase the Property to Ruscilli Development Co., LTD.; and
WHEREAS, the City Council has tentatively determined that it would be in the
best interests of the City to approve the Development Agreement, including conveyance
of the Property to Ruscilli Development Co., LTD.
NOW, THEREFORE, BE IT RESOLYED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. The City of Dubuque intends to dispose of its interest in the foregoing-
described Property to Ruscilli Development Co., LTD.
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 City's intent to dispose of the foregoing-described Property, to be held
on the 15th day of October, 2001, at 6:30 p.m. at the Carnegie-Stout Public Library
Auditorium, 360 W. 11th Street, Dubuque, Iowa.
Passed, approved and adopted this 8th day of October, 2001.
Attest: Jeanne F. Schneider, City Clerk
/s/ Terrance M. Duggan,
Mayor
F:\USERS\Pmyhre\WPDOCS\LOANDOC\McGrawHiil~disposeres.rtf
MEM
ORANDU M
October 5, 2001
TO:
FROM:
SUBJECT:
The Honorable Mayor and City Council Members
Michael C. Van Milligen, City Manager
Expansion of the McGraw-Hill Companies, Inc. at the Dubuque Industrial
Center West
Ruscilli Development Company, Ltd., would like to purchase property at the Dubuque
Industrial Center West to construct a 320,000 square foot industrial warehousing and
distribution center for The McGraw-Hill Companies, Inc.
Acting Economic Development Director Pam Myhre and Corporation Counsel Barry
Lindahl have worked with Greater Dubuque Development Corporation Executive
Director Rick Dickinson over the past several months in putting together this project.
McGraw-Hill plans to relocate its current warehousing and distribution center operations
and 100 jobs located on Kerper Boulevard to the new site. They have committed to
create 1'0 new jobs. The office component of their operation will remain on Kerper
Boulevard.
Other key elements of the agreement include:
The purchase price is $78,000 per acre for 20.3 acres. An Acquisition Grant to
the developer reduces the cost to $39,000 per acre as an incentive to locate in
Dubuque.
2. The property will be conveyed on or before November 6, 2001.
An option to purchase an additional three acres at full price is granted for $1.000
for a five-year period.
Ruscilli must construct a building of not less than 320,000 square feet costing not
less than $6,700,000.
5. Ruscilli will enter a minimum 10-year lease with McGraw-Hill
McGraw-Hill will receive a 10-year TIF in the form of a yearly tax rebate on the
value of the assessable improvements.
The City will assist in resolving an issue with the water pressure and vo!~me, at
D1CW as mandated by McGraw-Hill's insurance company. ~ ~
Acting Economic Development Director Pam Myhre is recommending that a public ~
hearing be set for October 15, 2001, to consider disposition of the property.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
// II/
I~lichael C. Van Milligen
MCVM/jh
Attach ment
cc: Barry Lindahl, Corporation Counsel
Cindy Steinhauser, Assistant City Manager
Pamela Myhre, Acting Economic Development Director
CITY OF DUBUQUE, IOWA
MEMORANDUM
October 5, 2001
TO:
Michael Van MiIligen, City Manager
FROM:
Pamela Myhre, Acting Economic Development Director
SUBJECT:
Expansion of The McGraw-Hill Companies, Inc. at the Dubuque Industrial
Center West
INTRODUCTION
This memorandum presents for City Council consideration a Resolution initiating disposition of
approximately 23.3 acres identified on the attached exhibit to Ruscilli Development Co., LTD.,
the Ohio-based developer selected to construct a 320,000 square foot industrial warehousing
and distribution center for The McGraw-Hill Companies, Inc. The attached Resolution sets a
public hearing on the disposition of this property for October 15, 2001.
BACKGROUND
City staff has worked with the Greater Dubuque Development Corporation over the past several
months to assist McGraw-Hill in their developer selection process. Ruscilli Development Co.,
LTD. was selected by McGraw-Hill to develop the new facility on approximately 23.3 acres in
the Dubuque Industrial Center West. The company plans to relocate its current warehousing
and distribution center operations and 100 jobs located on Kerper Boulevard to the new
development. They have committed to add at least 10 new jobs at the new facility. The office
component of their operation will remain on Kerper Boulevard.
DISCUSSION
The proposed Development Agreement provides for several incentives to encourage the
developer and employer to select the Dubuque site for the McGraw-Hill expansion. An
Acquisition Grant to the Developer reduces the asking price of the land from $78,000/acre to
$39,000/acre, This has allowed the City to be competitive with other locations. Approximately
1.5 acres of land are undevelopable slope and are being deeded at no cost to the developer.
The developer will also option approximately 3 additional acres, to be purchased at full price, for
a 5 year pedod. This option is needed because McGraw-HiII wants to retain the ability to add
100,000 square feet to the facility in the future.
A 10 year tax rebate has been offered to McGraw-Hill to assist in their expansion and relocation.
The rebate is a form of tax increment financing without issuing a tax increment finance bond to
loan monies to the company upfront. As the company pays its future tax obligation on the new
improvements, the City will rebate 100% of the new TIF increment for 10 years
The City has been asked to assist in solving a water supply issue mandated by McGraw-Hill's
insurance company. The new facility must have a certain pressure and volume of water to meet
insurability requirements by the planned opening of the facility in June 2002. Several options
are available to meet these requirements. The City proposes either to:
1) share 50% of the cost of a freestanding water storage tank, up to $100,000, or
2) loop the Chavenelle Road water line with the developer sharing in the cost of ire n~w
water line, up to $100,000.
In either event, the City has committed to providing an adequate water source to the new facility
by June 2002.
The attached Development Agreement establishes the terms of the sale of the property to
Ruscilli. The key elements of the agreement include the following:
1)
The purchase price is $78,000 per acre for 20.3 acres. An Acquisition Grant to the
developer reduces the cost to $39,000 per acre as an incentive to locate in Dubuque.
2) The property will be conveyed on or before November 6, 2001.
3)
An option to purchase an additional 3 acres at full price is granted for $1.00 for a 5 year
period.
4)
Ruscilli must construct a building of not less than 320,000 square feet costing not less
than $6,700,000.
5) Ruscilli will enter a minimum 10 year lease with McGraw-Hill.
6)
McGraw-Hill must retain 100 existing jobs and create 10 new jobs within the first 24
months of operation. The 110 jobs must be retained for 3 additional years after the initial
24 months.
7)
McGraw-Hill will receive a 10 year TIF in the form of a yearly tax rebate on the value of
the assessable improvements.
Additional terms and conditions of the disposition of the property are included within the
attached Development Agreement.
RECOMMENDATION
I recommend that the City Council set for public hearing the disposition of the Dubuque
Industrial Center West property to Ruscilli Development Co., LTD. for the purpose of
constructing and leasing to The McGraw-Hill Companies a 320,000 Square foot industrial
warehouse and distribution center. This action supports the Council's objectives to assist a
IocaJ business expand its operations and create new jobs.
ACTION STEP
The action step for the City Council is to adopt the attached Resolution.
attachments
F:\USERS~Pmyh re\WPDOCS\LOAN DOC\McGrawHill\dispo.memo.r~
DEVELOPMENT AGREEMENT
AGREEMENT, made on or as of the __. day of ,2001 ("Effective Date"), by and
among the City of Dubuque, Iowa, a municipality ("City"), established pursuant to the Code of Iowa of the
State of Iowa and acting under authorization of Chap[er 403 of the Code of Iowa, as amended ("Urban
Renewal Act"), Ruscilli Development Co., LTD., an Ohio limited liability company with its principal place
of business at Columbus, Ohio ("Developer") and The McGraw-Hill Companies, Inc., a New York
corporation, with its principal place of business at New York, NY ("Employer").
WITNESSETH:
WHEREAS, in furtherance of the objectives of the Urban Renewal Act, City has undertaken an
Ur ' " ' ' · ,
ban Renewal project ( ProJect ) to advance the commumty s ongoing economic development efforts; and
WHEREAS, Project is located within the Dubuque Industrial Center Economic Development District
("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 City Council of City on May 2, 1988, and as subsequently
amended through and including the date hereof, (as amended, attached hereto as Exhibit A)("Urban Renewal
Plan"); and
WHEREAS, a copy of the Urban Renewal Plan, as constituted on the date of this Agreement and in
the form attached hereto, has been recorded among the land records in the office of the Recorder of Dubuque
County, Iowa; and
WHEREAS, Employer has determined that it requires new industrial warehousing and distribution
space to maintain and expand its operations and employment, and has reached an agreement with Developer to
provide the industrial warehousing and distribution space in Project Area; and
WHEREAS, Developer has requested that City sell to Developer approximately twenty & 3/10 (20.3)
acres, more or less, identified as Parcels 1 and 3 on Exhibit B, attached, in the City of Dubuque, Dubuque
County, Iowa, together with all easements, tenements, hereditaments, and appurtenances belonging thereto
("Property"), and grant Developer an option to purchase three (3) acres adjoining Parcels 1 and 3, identified as
Parcel 2 on Exhibit B, attached ("Option Property"), so that Developer may develop said Property, located in
the Project Area, for the construction, use and occupancy of an industrial warehouse and distribution center
with appurtenant uses which the City has determined and represented to Developer and Employer is in
accordance with the uses specified in the Urban Renewal Plan and in accordance with this Agreement; and
wp60docs\mcgraw\ Development Agreementq0-05-01-100501
WHEREAS, City believes that the development of 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 beqn undertaken and is being assisted.
Page 1 of 20
NOW THEREFORE, in consideration of the premises and the mutual obligations of the pa~ies
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. The purchase price for Property ("Purchase Price") shall be the sum of Seventy-Eight
Thousand Dollars ($78,000.00) per acre, which shall be due and payable by Developer in immediately
available funds in favor of City, on November 6, 2001, or on such other date as the parties may mutually agree
("Closing Date").
1.2 Title to Be Delivered. City agrees to convey good and marketable fee simple title in 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, and to the conditions subsequent set
forth in section 6.4, below:
(1) City, at its sole cost and expense, shall deliver to Developer an abstract of title to Property and
Option Property continued through the date of this Agreement reflecting merchantable title in City in
conformity with this Agreement, applicable State law and the Title Standards of the towa State Bar
Association and sufficient for a title company selected by Developer to issue, at Developer's expense,
an ALTA form owner's and lender's and leasehold policy of title insurance in form and substance
satisfactory to Developer (and Employer with respect to the leasehold policy). 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 Purchase Price is paid in full
in the manner as aforesaid.
(2) Developer shall have until time of 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 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 subjec[ to such
objections. City agrees to use its best reasonable efforts to promptly satisfy any such objections. City
acknowledges that Developer needs to acquire the Property and commence construction on or before
November 6, 2001, in order to meet construction and delivery deadlines, and the City agrees to
exercise its best reasonable efforts to facilitate completion of City's duties hereunder in order to
accommodate a Closing before such date.
1.3 Rights of Inspection. Testine and Review. Developer, its counsel, accountants, agents and other
representatives, shall have full and continuing access to Property and all parts thereof, upon reasonable notice
to City. Developer and its agent and representatives shall also have the right to enter upon Property at any
time after the execution and delivery hereof for any purpose whatsoever, including inspecting, surveying,
engineering, test boring, performance of environmental tests and such other work as Developer shall consider
appropriate, provided that Developer shall hold City harmless and fully indemnify City against any damage,
Page 2 of 20
claim, liability or cause of action arising from or caused by the actions of Developer, ~} agents, or
representatives upon Property (except for any damage, claim, liability or cause of action arising from
conditions esisting prior to any such entry upon the Property), and shall have the further right to make }uch
inquiries of governmental agencies and utility companies, etc. and to make such feasibility studies~and
analyses as it considers appropriate.
1.4 Representations of City. In order to induce Developer to enter into this Agreement and purchase
Property, City hereby represents and warrants to Developer and to Employer that to the best of City's
knowledge:
(1) No action in condemnation, eminent domain or public taking proceedings are now pending or
contemplated against Property and/or Option Property.
(2) No ordinance or hearing is now or 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 Property and/or Option Property.
(3) City has good and marketable fee simple title interest to Property and/or Option Property.
(4) 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. Citv has notified
Developer in writing of any past notices, orders, suits, judgments or other proceedings r~lat/ng to fn:e,
building, zoning, air pollution or health violations as they relate to Property and/or Option Property of
which it has actual notice.
(5) Property will as of the date of closing be free and clear of all liens, sec~ity interests,
encumbrances.
(6) 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. The City's attorney shall issue a legal opinion to
Developer and Employer at time of closing confirming the representation contained herein, in form
and substance reasonably satisfactory to Developer and Employer.
(7) All utilities necessary for the development and use of the Property as an industrial warehouse
and distribution center adjoin the Property, and Developer shall have the right to tie into said utilities.
However, the parties acknowledge that presently existing water service to the Property may not be
adequate to serve Employer's fire protection needs.
(8) The Property and/or Option Property is free and clear of any occupants, and no party has a
lease to or other occupancy or contract right in the Property and/or Option Property which shall in
anyway be binding upon the Property and/or Option Property, Developer or Employer.
(9) City shall exercise its best efforts to cooperate with Developer and Employer in the
development process.
(10) City shall exercise its best efforts to resolve any disputes arising during the development
process in a reasonable and prompt fashion.
Page 3 of 20
(I i) With respect to the period during which City has owned or occupied the Property and the
Op ion Property, and to C~tY s knowledge after reasonable ~nvest~gat~on w~th respect to the ~.me
before City owned or occupied the Property and the Option Property, no person or entity has ca~sed
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.
(12) There are no fees (e.g., impact) or other charges payable by Developer or Employer for
utilities serving the Property, as result of utility hook-ups, other than the costs of physically
connecting to and installing meters with regard to such utilities.
1.5 Conditions to Closing. The closing of the transaction contemplated by this Agreement and all the
obligations of Developer and Employer under this Agreement are subject to fulfillment, on or before the
Closing Date, of the following conditions:
(I) 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 to that effect.
(2) Title to 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 done 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 and transfer and development of Property. Any conditions imposed as a part
of the zoning, platting or subdivision must be satisfactory to Developer, in its sole opinion. City shall
cooperate with Developer in attempting to obtain any such approvals and shall execute any documents
necessary for this purpose, provided that City shall bear no expense in connection therewith. In
connection therewith, 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, this
Agreement and any other applicable City or affiliated agency requirements, with the understanding
that Developer and its lenders shall have the right to rely upon the same in proceeding with the
project; (c) to identify in writing within ten (10) working days of submission of said plans and
specifications, any and all permits, approvals and consents that are legally required for the acquisition
of the Property by Developer, and the construction, use and occupancy of the project with the intent
and understanding that Developer and its lenders and attorneys'will rely upon same in establishing
their agreement and time frames for construction, use and occupancy, lending on the project and
issuing legal opinions in connection therewith; and (d) to cooperate fully with Developer to streamline
and facilitate the obtaining of such permits, approvals and consents.
(5) City having completed all required notice to or prior approval, consent or penuission of any
federal, state or municipal or local governmental agency, body, board or official to the sale of
Property; and consummation of the closing by the City shall be deemed a representation and warranty
that it has obtained the same.
Page 4 of 20
(6) Developer shall be in material compliance with all the terms and prowsmns or this
Agreement.
(7) Developer shall have furnished City with evidence, in a form satisfactory to City (such:~ts 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 Minimum
Improvements (as defined herein) in conformance with 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) Execution of a lease agreement between Developer mad Employer pursuant to Section 4.1 of
this Agreement.
(9) Receipt of an opinion of counsel to Developer in the form attached hereto as Exhibit C.
(i 0) Receipt of an opinion of counsel to Employer in the form attached hereto as Exhibit E.
(11) Developer and Employer shall each have the right to terminate this Agreement at anytime
prior to the consummation of the closing on the Closing Date if Developer or Employer determine in
their sole discretion that conditions necessary for the successful completion of the project
contemplated herein (the "Project" or "project") 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.
1.6 Closing. The closing of the purchase and sale shall take place on Closing Date. Exclusive possession
of 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 shall have been
satisfied or waived.
1.7
City's Obli~ations at Closing. At or prior to Closing Date, City shall:
(1) Deliver to Developer City's duly recordable Special Warranty Deed to Property (in the form
attached hereto as Exhibit D ("Deed") conveying to Developer marketable fee simple title to Property
and all rights appurtenant thereto, including appurtenant easements for three storm sewer discharge
lines into the pond adjacent to the Property, 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 6.4, below.
(2) Deliver to Developer the Abstract of Title to Property.
(3) Deliver to Developer such other documents as may be required by this Agreement, all in a
form satisfactory to Developer.
Page 5 of 20
(4) Deliver to Developer an affidavit sufficient in form and content to permit the title insu:-ance
company to issue owner's, lender's and leasehold policies of title insurance without the standard r~re-
printed exceptions (except the survey exception).
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.i hereof, but subject to Developer receiving a partially
offsetting credit pursuant to Section 3.1 below.
1.9 Closin~ Costs. The following costs and expenses shall be paid in connection with the closing:
(1) City shall pay:
(a) The transfer fee imposed on the conveyance.
(b) A pro-rata portion of all taxes as pr(J:cided in Section 1.10.
(c) Ali special assessments whether levied, pending or assessed.
(d) City's attorney's fees.
(e) City's broker and/or real estate commissions and fees, if any.
(f) The cost of recording the satisfaction of any existing mortgage and any other
document necessary to make title marketable.
(2) Developer shall pay the following costs in connection with the closing:
(a) The documentary fee necessary to record the Deed.
(b) Developer's attgmey's feesi
(c)
(d)
Developer's broker and/or real estate commissions and fees, if any.
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 all fiscal years which end prior to Closing
Date. 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 be paid all
real estate taxes due in subsequent fiscal years. Any proration of real estate taxes on Property shall be based
upon such taxes for the year currently payable.
1.11 Option to Purchase. In consideration of the payment of $1.00 (the "Option Money"), by Developer to
City, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
(1) City irrevocably grants to Developer, its successors and assigns, the exclusive option to
purchase from City all of City's interest in those lands (the "Option Property"), in Dubuque County,
State of Iowa, described as Parcel 2 on Exhibit B, attached, together with all easements, tenements,
hereditaments, and appurtenances belonging thereto.
Page 6 of 20
(2) This Option shall continue in effect until 11:59 p.m. on December 31, ?006~nd ma3/be
exercised (in accordance with its terms) at any time before its expiration.
(3) If, prior to the end of its term, Developer does not exercise this option (in accordance with its
terms) this option shall terminate and be of no further force or effect.
(4) If this Option is exercised (in accordance with its terms) City shall sell and convey, and
Developer shall purchase and acquire, the Option Property for cash, as provided below. Exercise of
this Option shall be by written Notice of Exercise of Option from Developer to City, setting forth a
closing date and time, which closing date shall not be more than thirty (30) days from the date that
Notice of Exercise of Option is given by Developer to City, but in no event shall the closing date be
later than June 1, 2007.
(5) The total purchase price for the Option Property is Seventy-Eight Thousand Dollars
($78,000.00) per acre.
(6) The closing of this transaction shall be at such place as the parties agree. Developer may
accelerate the closing to such earlier date as may be specified in a written notice sent to City at least
thirty (30) days prior to such date. Otherwise, the closing date shall be as specified in Developer's
Notice of Exercise of Option.
(7) Developer shall record a Memorandum of this Option among the public records of Dubuque
County, Iowa.
(8) City agrees that, following receipt of Notice of Exercise of Option, it will deliver to an
abstractor in Dubuque County, Iowa, for continuation the Abstracts of Title to the Option Property,
will pay for same, and will cause the Abstracts of Title to be delivered to Developer, which delivery
may be subsequent to closing. All other abstracting shall be at Developer's sole expense.
(9) The parties agree that real estate taxes will be prorated to date of closing of the Option
pi-operty.
(10) At the closing of the purchase of the Option Property, City shall convey the Option Property
by duly recordable Special Warranty Deed conveying to Developer, its successors and assigns,
marketable fee simple title to the Option Property, free and clear of all liens and encumbrances, but
subject to any easements, conditions, restrictions and covenants of record as of the date of the closing
on the Option Property.
SECTION 2. DEVELOPMENT ACTIVITIES
2. I Required Minimum Improvements. City acknowledges that Developer and Employer are working
together to build an industrial warehouse and distribution center on the Property. Specifically, Developer is
charged with constructing the structure of the building and certain internal systems thereto, and with finishing
the building including, without limitation, all interior improvements ("Minimum Improvements"); all as more
particularly depicted and described on the plans and specifications to be delivered to and approved by the City
as contemplated in this Agreement. Developer hereby agrees to construct on the Property an industrial
warehouse and distribution center of not less than three hundred twenty thousand (320,000) square feet of
floor space along with necessary sitework as contemplated in this Agreement at a cost of not less than Six
Million Seven Hundred Thousand Dollars ($6,700,000.00).
Page 7 of 20
2.2 Plans for Construction of Minimum Improvements. Plans and specifications with respect to the
development of Property and the construction of Minimum Improvements thereon ("Construction Plans") shall
be in conformity with 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. 17454-99, 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 Timina of Improvements. Developer hereby agrees that construction of Minimum Improvements on
Property shall be commenced within three (3) months after Closing Date, and shall be substantially completed
by December 31, 2002. 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
Minimum Improvements, City shall furnish Developer with an appropriate instrument so certifying, Such
certification ("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 Minimum Improvements. The Certificate of Completion
shall waive all rights of revestment of title in City as provided in Section 6.3, and the Certificate of
Completion shall so state.
2.5 Employer's and Developer's Lender's Cure Rithts. The parties agree that if Developer shall fail to
complete the Minimum Improvements as required by this Agreement such that revestment of title may occur
(or such that the City would have the option of exercising its revestment rights), then Employer or Developer's
Lender shall have the right, but not the obligation, to complete such Minimum Improvements.
SECTION 3. CITY PARTICIPATION
3.1 Acquisition Grant to Developer. For and in consideration of Developer's and Employer's obligations
hereunder to construct Minimum Improvements and lease them to Employer as provided herein, 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 Thirty-Nine Thousand Dollars ($39,000.00) per acre (rounded to the
nearest 1/100th acre) in Parcel i, and Seventy-Eight Thousand Dollars ($78,000.00) per acre (rounded to the
nearest 1/100th acre) in Parcel 3. The parties agree that the Acquisition Grant shall be payable in the form ora
credit favoring Developer at time of Closing with the effect of directly offsetting a portion of the purchase
price obligation of Developer.
3.2 Economic Development Grants to Employer.
(1) For and in consideration of Employer's obligations hereunder, and in furtherance of the goals
and objectives of the urban renewal plan for the Project Area and the Urban Renewal Law, the City
agrees, subject to the Employer being and remaining in compliance with the terms of this Agreement,
Page 8 of 20
· . ~ k
to make twenty (20) consecutive semi-annual payments (such payments being referred ~o collectively
as the "Economic Development Grants") to the Employer, commencing October 1, 2004, ~and
continuing until April 1, 2015, pursuant to Section 403.9 of the Urban Renewal Law, in amo~2nts
equal to the actual amount of tax increment revenues paid by Employer under the Lease ,~ith
Developer and collected by the City under Section 403.19 (without regard to any averaging that may
otherwise be utilized under Section 403.19 and excluding any interest that may accrue thereon prior to
payment to the Employer) during the preceding six-month period in respect of the Minimum
Improvements constructed by Developer (the "Employer Tax Increments").
(2) To fund the Economic Development Grants, the City shall certify to the County prior to
December i of each year, commencing December 1, 2003, its request for the available Employer Tax
Increments resulting from the assessments imposed by the County as of January i of the following
year, to be collected by the City as taxes are paid during the following fiscal year and which shall
thereafter be disbursed to the Employer on October 1 and April 1 of that fiscal year. (Example/ if the
City so certifies in December, 2003, the Economic Development Grants in respect thereof would be
paid to the Employer on October 1, 2004, and April 1, 2005.)
(3) The Economic Development Grants shall be payable from and secured solely and only by the
Employer Tax Increments which, upon receipt, shall be deposited and held in a special account
created for such purpose and designated as the "McGraw-Hill TIF Account" of the City. The City
hereby covenants and agrees to maintain its TIF ordinance in force during the term hereof and to
apply the incremental taxes collected in respect of the Minimum Improvements and allocated to the
McGraw-Hill T[F 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. The City makes no
representation with respect to the amounts that may be paid to the Employer as the Economic
Development Grants in any one year and under no circumstances shall the City in any manner be
liable to the Employer so long as the City timely applies the Employer Tax Increments actually
collected and held in the McGraw-Hill TIF Account (regardless of the amounts thereof) to the
payment of the Economic Development Grants to the Employer as and to the extent described in this
Section.
(4) The 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 Employer Tax Increments resulting from the
termination of the annual Economic Development Grants under Section 3.2 hereof, for any purpose
for which such tax increment revenues may lawfully be used pursuant to the provisions of the Urban
Renewal Law, and the City shall have no obligations to the Employer with respect to the use thereof.
3.3. Provision of Adequate Water Supply to Property. Employer's insurance underwriters ("Underwriters")
have not determined the adequacy of the water supply serving the Property for fire protection purposes.
Tl~erefore, the parties agree as follows:
(1) Following execution of this Agreement, Underwriters will attempt to determine whether the
existing water supply serving the Property is adequate for fire protection purposes. If Underwriters
determine that the existing water supply serving the Property is adequate for fire protection purposes,
then the following provisions shall not apply. If Underwriters determine that the existing water
supply serving the Property is not adequate for fire protection purposes, then Underwriters will
attempt to determine if the extension by City of a second water line to the Subdivision in which the
Property is located will be adequate for fire protection purposes. If Underwriters determine that the
Page 9 of 20
extension by City of a second water line to the Subdlwslon ~n which the Property is 18~cated ~ill be
adequate for fire protection purposes, and, in the sole judgment of Employer, the construction of such
second water line can be completed by April 1, 2002, City will extend a second water line t~ the
subdivision in which the Property is located and which will serve the Property. In that ev~ent,
Employer will contribute to City toward the cost of the construction and installation of such water line
the sum of One Hundred Thousand Dollars ($i00,000.00), or fifty percent (50%) of the cost of
constructing and installing such water line, whichever is less.
(2) Notwithstanding the foregoing, however, if by February 1, 2002, a deternmnation as to the
adequacy of the present water supply, or as to the adequacy of a second water line to the Subdivision
in which the Property is located, has not been made by Underwriters, or both have been determined by
Underwriters to be inadequate, or if, in the sole judgment of Employer, City will not be able to
complete the construction of a second water line by April I, 2002, even though such second water line
has been determined to be adequate by Underwriters, Developer will construct a water storage tank on
the Property to serve Employer's needs. The required capacity of the tank is estimated at one hundred
fifty thousand (150,000) gallons. If such water storage tank is constructed, City will contribute to
Employer toward the cost of the construction and installation of such water storage tank the sum of
One Hundred Thousand Dollars ($100,000.00), or fifty percent (50%) of the cost of constructing and
installing such water storage tank, whichever is less, and Employer shall not be required to contribute
toxeard the cost of the second water line.
(3) The determination by Employer of whether, in its judgment, City will be able to complete the
construction of a second water line by April 1, 2002, even though such second water line may have
been determined to be adequate by Underwriters, shall be made by Employer prior to the
commencement of construction by City of such second water line. City will give Employer thirty (30)
days written notice of its intent to commence construction
3.4. Deposit of Gradina Spoils. Developer expects that during the course of grading the Property to make
it suitable for construction purposes, it may generate as much as eight thousand (8,000) cubic yards of
displaced soil which it will need to deposit elsewhere than on the Property. City agrees to designate an area
within the subdivision in which the Property is located, within reasonable proximity to the Property, upon
which Developer may spread such grading spoils. Developer shall not be required to pay any fees to City for
such right.
SECTION 4. COVENANTS OF DEVELOPER
4. I Execution of Lease Agreement With Employer. Developer shall agree to, and with Employer shall
execute, an agreement in a form satisfactory to Employer and Developer for the lease of the Minimum
Improvements for a term of not less than ten (10) years following the completion thereof (the "Lease").
Developer shall, prior to the Closing Date, present the lease to the City for review. City will acknowledge
receipt within five (5) days.
4.2 Real Propertv Taxes. From and after the Closing Date, Developer shall pay or cause to be paid, when
due, ail real property taxes and assessments payable with respect to ail and any parts of the Property until
Developer's obligations have been assumed by any other person pursuant to the provisions of this A~m-eement.
4.3 Insurance Requirements.
Page 10 of 20
(1) Developer will provide and maintain or cause to be maintained at all times dun~g the process
of constructing Minimum Improvements (and, from time to time at the request of City, furnish xCity
with proof of insurance in the form of a certificate of insurance for each insurance policy): ~
(a) All risk builder's risk insurance, written on a Completed Value Form in an amount
equal to one hundred percent (100%) of the mplacement value when construction is
completed;
(b) Commercial general liability ~nsurance covering the Property and operations
(including operations of subcontractors), completed operations and contractual liability
insurance with limits of liability of not less than $2,000,000 for each occurrence and in the
aggregate (an umbrella or excess liability policy may be used), bodily injury and property
damage; and
(c) Statutory worker's compensation insurance coverage and employer's liability
insurance in the amount of $1,000,000.
(2) Upon completion of construction of Minimum Improvements and prior to the Termination
Date, Developer or Employer 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) insurance as follows:
(a) All risk property insurance against loss and/or damage to Minimum Improvements
under an insurance policy written in an amount not less than the full insurable replacement
value of Minimum Improvements. The term "replacement value" shall mean the actual
replacement cost of Minimum Improvements (excluding foundation and excavation costs and
costs of underground flues, pipes, drains and other uninsurable items) and equipment, and
shall be determined from time to time at the request of City, but not more frequently than
once every three years.
(b) Commercial general liability insurance, in the minimum amount for each occurrence
and in aggregate of $2,000,000.00, bodily injury and property damage.
(3) Ail insurance required by this Section shall be taken out and maintained in responsible
insurance companies selected by Developer, or Employer, as applicable, which are authorized under
the laws of the State to assume the risks covered thereby. Developer, or Employer, as applicable, will
deposit annually with City certificates of insurance or binders of the respective insurers stating that
such insurance is in force and effect. Unless otherwise provided in this Section, each policy shall
contain a provision that the insurer shall not cancel or modify it without giving written notice to
Developer, or Employer, as applicable, and City at least thirty (30) days before the cancellation or
modification becomes effective. Developer, or Employer, as applicable, shall furnish City evidence
satisfactory to City that the policy, has been renewed or replaced by another policy conforming to the
provisions of this Section, or that there is no necessity therefor under the terms hereof. In lieu of
separate policies, Developer, or Employer, as applicable, may maintain a single policy, or blanket or
umbrella policies, or a combination thereof, which provide the total coverage required herein, in
which event Developer shall deposit with City a certificate or certificates of the respective insurers as
to the amount of coverage in force upon Minimum Improvements, provided, however, that the
specific lirrdt shall not be impaired.
Page 11 of 20
(4) Developer agrees to notify City immediately in the case of damage exceeding $~00,000~00 in
amount to, or destruction of, Minimum Improvements or any portion thereof resulting from fire or
other casualty. Net proceeds of any such insurance ( Net Proceeds ), shall be pmd d~rectly to
Developer as its interests may appear. If the damage to the Minimum Improvements is sufficie~ntly
extensive to cause the lease for the Property to be terminated, Developer, at its option, may:
(a) Forthwith repair, reconstruct and restore 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 will 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; or
(b) Elect not to repair, reconstruct and restore Minimum Improvements. In this event,
Developer shall repay to City the unamortized portion of the Acquisition Grant made by City
to Developer pursuant to the provisions of section 3.1, above. The "unamortized portion" of
the Acquisition Grant shall be calculated by dividing the total amount of the acquisition grant
by one hundred twenty (120) months, and then multiplying the resulting figure by the number
of months between the date that the damage occurred to the Property and the 10t~ anniversary
of the Effective Date.
4.4 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 accepted, 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 and its tenant or any other party, including the Employer, including, without limitation;
any agreements between the parties regarding the care and maintenance of the Property.
4.5 Non-Discrimination. In carrying out the project, Developer and Employer shall not discriminate
against any employee or applicant for employment because of race, religion, color, sex, national origin, age or
disability.
4.6 Conflict of Interes.t. 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.
4.7 Non-transferability. Until such time as Minimum Improvements are complete (as certified by City
under Section 2.4), this Agreement may not be assigned by Developer nor may Property be transferred by
Developer to another party without the prior written consent of City, which shall not be unreasonably
withheld. Thereafter, Developer shall have the fight to assign this Agreement and upon assumption of the
Page 12 of 20
Agreement by the assignee, Developer shall no longer be responsible for ~ts obhgat~ons under this Agreement.
Notwithstanding the foregoing, however, City acknowledges that Developer (and certain other parties) will be
forming, and will be an owner of, a new single-purpose entity to build and own the Property and the Minir}~um
Improvements, and City and Employer hereby consents to the transfer and assignment of this Agreemei~t to
such entity.
4.8 Restrictions on Use. Developer and Employer each agrees for itself, and its successors and assigns,
and every successor in interest to Property or any part thereof that they and their respective successors and
assigns, shall:
(1) Devote Property to, and only to and in accordance with, the uses specified in the Urban
Renewal Plan (and the City represents and agrees that use of the Property as an industrial warehouse
and distribution center is in full compliance with the Urban Renewal Plan) (however, neither
Developer nor Employer shall ha-ve any liability to the City to the extent that a successor in interest
shall breach this covenant and the City shall seek enforcement of this covenant directly against the
party in breach of same); and
(2) Not discriminate upon the basis of race, religion, color, sex, national origin, age or disability
in the sale, lease, rental, use or occupancy of Property or any improvements erected or to be erected
thereon, or any part thereof (however, neither Developer nor Employer shall have any liability to the
City to the extent that a successor in interest shall breach this covenant and the City shall seek
enforcement of this covenant directly against the party in breach of same).
4.9 Release and Indemnification Covenants.
(I) Developer releases City and the governing body members, officers, agents, servants and
employees thereof (hereinafter, for purposes of this Section 4.10, the "Indemnified Parties") from,
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 Minimum
Improvements.
(2) Except for any gross negligence, willful misrepresentation or any willful or wanton
misconduct or any unlawful act of the Indemnified Parties, Developer agrees to protect and defend the
Indemnified Parties, now or forever, and further agrees to hold the Indemnified Parties harmless, from
any claim, demand, suit, action or other proceedings whatsoever by any person or entity whatsoever
arising or purportedly arising from (I) any violation of any agreement or condition of this Agreement
(except with respect to any suit, action, demand or other proceeding brought by Developer against
City based on an alleged breach of any representation, warranty or covenant of City under this
Agreement and/or to enforce its rights under this Agreement) or (2) the acquisition, construction,
installation, ownership, and operation of Minimum Improvements or (3) the condition of Property and
any hazardous substance or environmental contamination located in or on Proper[y, occurring after
Developer takes possession of Property.
(3) The Indemnified Parties shall not be liable to Developer or Employer for any damage or
injury to the persons or property of Developer or Employer or their officers, agents, servants or
employees or any other person who may be about 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.
Page 13 of 20
(4) All covenants, stipulations, promises, agreements and obligations of City contained herein
shall be deemed to be the covenants, stipulations, promises, agreements and obhgat~ons of C~ty, and
not of any governing body member, officer, agent, servant or employee of City in the individual
capacity thereof.
(5) The provisions of this Section 4.9 shall survive the termination of this Agreement.
4.10 Compliance with Laws. Developer will comply with all laws, rules and regulations relating to its
businesses, other than laws, rules and regulations the failure to comply with which or the sanctions and
penalties resulting therefrom, would not have a material adverse effect on the business, property, operations,
financial or otherwise, of Developer.
SECTION 5. COVENANTS OF EMPLOYER.
5.1 Job Creation. Employer shall maintain its existing one hundred (I00) employees in Dubuque, Iowa,
and shall create or cause to be created not less than ten (10) new full time equivalent (1820 hours per year)
jobs by within two (2) years from the date of this Agreement, and shall maintain those jobs for three (3) years
thereafter. It is agreed by the parties that Employer has a base employment in Dubuque, Iowa, of one hundred
(100) existing full time equivalent jobs as of October 2, 2001, and that new job creation will be calculated by
subtracting this amount from Employer's actual total employment in Dubuque, Iowa as of the dates established
in this Section 5.1. In the event that any certificate provided to City under Section 5.2 hereof discloses that
Employer has not created at least ten (10) FTE employees as provided hereinabove, Employer shall pay to
City, promptly upon written demand therefor, an amount equal to $7,729.00 per job not created.
5.2 Certification. To assist City in monitoring the performance of Employer hereunder, two (2) years
from the date of this Agreement, and again three (3) years thereafter, a duly authorized officer of Employer
shall certify to City (a) the number of full time equivalent jobs employed at Property, and (b) to the effect that
such officer has re-examined the terms and provisions of this Agreement and that at the date of such
certificate, and during the preceding twelve (12) months, Employer is not or was not in default in the
fulfillment of any of the terms and conditions of this Agreement and that no Event of Default (or event which,
with the lapse of time or the giving of notice, or both, would become an Event of Default) is occUrring or has
occurred as of the date of such certificate or during such period, or if the signer is aware of any such default,
event or Event of Default, said officer shall disclose in such statement the nature thereof, its period of
existence and what action, if any, has been taken or is proposed to be taken with respect thereto. Such
certificate shall be provided not later than January 1, 2004, and on January 1, 2007.
5.3 Books and Records. Employer shall keep at all times proper books of record and account in which
full, true and correct entries will be made of all dealings and transactions of or in relation to the business and
affairs of Employer in accordance with generally accepted accounting principles, consistently applied
throughout the period involved, and Employer shall provide reasonable protection against loss or damage to
such books of record and account.
5.4 Non-Discrimination. In can'ying out the project, Employer shall not discriminate against any
employee or applicant for employment because of race, religion, color, sex, national origin, age or disability.
5.5 Conflict of Interest; Employer agrees that no member, officer or employee of City, or its
Page 14 of 20
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 ~is 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, the
Employer shall have the right to rely upon the representations of any party with whom it does business and
shall not be obi!gated to perform any further examination into such party's background.
5.6 Non-transferability. Until such time as the job creation obligations are completed, this Agreement
may not be assigned by Employer without the prior written consent of City, which consent shall not be
urtreasonably withheld. Employer shall have the absolute right, without notification or receiving the consent
of the City, to transfer the Employer's obligations hereunder to any affiliate of Employer. An ~'affiliate' shall
mean any corporation, partnership, limited liability company, joint venture or other form of business entity
which, directly or indirectly, controls or is controlled by or is under common control with Employer. For this
purpose, "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of such corporation, whether through the ownership of voting securities or by
contract or otherwise. In the event of any transfer contemplated in this Section 5.6, The McGraw-Hill
Companies, Inc., shall remain obligated for the Employer's obligations herein.
5.7 Compliance with Laws. Employer will comply with all laws, rules and regulations relating to its
businesses, other than laws, rules and regulations the failure to comply with which or the sanctions and
penalties resulting therefrom, would not have a material adverse effect on the business, property, operations,
financial or otherwise, of the Employer.
SECTION 6. EVENTS OF DEFAULT ANqD REMEDIES
6.1 Events of Default Defined. The following shall be "Events of Default" under this Agreement and the
term "Event of Default" shall mean, whenever it is used in this Agreement, any one or more of the following
events:
(1) Failure by Developer to pay or cause to be paid, before delinquency, all real property taxes
assessed with respect to Minimum Improvements and Property.
(2) Failure by Developer to cause the construction of Minimum Improvements to be commenced
and completed pursuant to the terms, conditions and limitations of this Agreement.
(3) Transfer of any interest by Developer of Minimum Improvements in violation of the
provisions of this Agreement prior tO the issuance of the final Certificate of Completion.
(4) Failure by Developer, City or Employer to substantially observe or perform any other material
covenant, condition, obligation or agreement on its part to be observed or performed under this
Agreement.
6.2. Remedies on Default bv Developer. Whenever any Event of Default referred to in Section 6.1 of this
Agreement occurs and is continuing, City, as specified below, may take any one or more of the following
actions after the giving of written notice by City to Developer and Employer (and the holder of any mortgage
encumbering any interest in the Property of which City has been notified of in writing) of the Event of Default,
but only if the Event of Default has not been cured within sixty (60) days following such notice, or if the
Page I5 of 20
Event of Default cannot be cured within sixty (60) days and Developer or if applicable, the Empi~yer, 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 fro~ the
defaulting party deemed adequate by City, that the defaulting party will cure its default and continue
its performance under this Agreement;
(2) Until the Closing, City may cancel and rescind this Agreement;
(3) City shall be entitled to recover from the defaulting party the sum of all amounts expended by
City in connection with the funding of the Acquisition Grant to Developer, and City may take any
action, including any legal action it deems necessary, to recover such amounts from the defaulting
party;
(4) City may withhold the Certificate of Completion; or
(5) The non-defaulting parties may take any action, including iegal, 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 The City acknowledges that this Agreement effectively involves or impacts three separate parties:
City, Employer and Developer (and further involves any affiliate of Employer who might use the Property as
well as any third party who might sublet the Property or take an assignment of the lease from the Employer).
Each of such parties has separate and distinct obligations under this Agreement to the extent they are a party
hereto, and with respect to Developer and Employer and other parties with an interest in the Property, under
the lease for the Property. Notwithstanding any provision in this Agreement to the contrary, the City agrees
that an Event of Default shall only be declared against the party with the responsibility under this Agreement
for the matter giving rise to the Event of Default, and that any remedy of the City shall only be exercised
against such defaulting party, and not against the other parties.
6.4 Revesting Title in the City Upon Happening of Event Subsequent to Conveyance to Developer. In the
event that subsequent to conveyance of Property to Developer by City and prior to receipt by Developer of the
Certificate of Completion, but subject to the terms of the mortgage granted by Developer to secure a loan
obtained by Developer from a commercial lender or other financial inktitution to fund the acquisition of
Property or construction of Minimum Improvements, ("First Mortgage") an Event of Default under Section 6.1
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 Property and any portion of Minimum Improvements thereon and to
terminate (and revest in City pursuant to the provisions of this Section 6.4 subject only to any superior rights
in any holder of the First Mortgage) the estate conveyed by the City to Developer, it being the intent of this
provision, together with other provisions of this Agreement, that the conveyance of Property to Developer
shall be made upon the condition that (and the Deed shall contain a condition subsequent to the effect that), in
the event of default under Section 6.1 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 in favor of City
of the title and of all Developer's rights and interests in and to Property conveyed to Developer, 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 Property, shall revert to City (subject to the provisions of Section 6.4
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
Page 16 of 20
provide assurance to City reasonably satisfactory to City. that the events will be '~
cured as soon as reasonably
possible. Not, withstanding the foregoing, however, City agrees to execute a Subordination Agreement in fgvor
of Developer s first mortgage lender, in a form reasonably acceptable to City and to Developer's first mortgage
lender. ~
6.5. Resale of Reacquired Property: Disposition of Proceeds. Upon the revesting in City of title to
Property as provided in Section 6.4 of this Agreement, City shall, pursuant to its responsibility under law, use
its best efforts, subject to any rights or interests in such property or resale granted to any holder of a First
Mortgage, to resell Property or part thereof as soon and in such manner as City shall find feasible and
consistent with the objectives of such law and of the Urban Renewal Plan to a qualified and responsible party
or parties (as determined by City in its sole discretion) who will assume the obligation of making or
completing Minimum Improvements or such other improvements in their stead as shall be satisfactory to City
and in accordance with the uses specified for such Property or part thereof in the Urban Renewal Plan. Subject
to any rights or interests in such property or proceeds granted to any holder of a First Mortgage upon such
resale of Property the proceeds thereof shall be applied:
(1) First, to pay and discharge the First Mortgage;
(2) Second, to pay the principal and interest on mortgage(s) created on Property, or any portion
thereof, or any improvements thereon, previously acquiesced in by City pursuant to this Agreement.
If more than one mortgage on the Property, or any portion thereof, or any improvements thereon, has
been previously acquiesced in by City pursuant to this Agreement and insufficient proceeds of the
resale exist to pay the principal of, and interest on, each such mortgage in full, then such proceeds of
the resale as are available shall be used to pay the principal of and interest on each such mortgage in
their order of priority, or by mutual agreement of all contending parties including Developer, or by
operation of law;
(3) Third, to reimburse City for all allocable costs and expenses incurred by City, including but
not limited to salaries of personnel, in connection with the recapture, management and resale of
property or part thereof (but less any income derived by City from the property or part thereof in
connection with such management); any payments made or necessary to be made to discharge any
encumbrances or liens (except for mortgage(s) previously acquiesced in by the City) existing on
Property or part thereof at the time of revesting of title thereto in City or to discharge or prevent from
attaching or bring made any subsequent encumbrances or liens due to obligations, default or acts of
Developer, its successors or transferees (except with respect to such mortgage(s)), any expenditures
made or obligations incurred with respect to the making or completion of Minimum Improvements or
any part thereof on Property or part thereof, and any amounts otherwise owing to City (including
water and sewer charges) by Developer and its successors or transferees; and
(4) Fourth, to reimburse Developer up to the amount equal to (1) the sum of the Purchase Price
paid to City for Property and the cash actually invested by such party in making any of the Minimum
Improvements on Property, less (2) any gains or income withdrawn or made by such party from this
Agreement or Property.
6.6. 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 fight or power accruing upon any default shall
Page 17 of 20
impair any such fight or power or shall be construed to be a waiver thereof, but any such right a~d power may
be exercised from time to time and as often as may be deemed expedient.
6.7. No Implied Waiver. In the event any agreement contained in this Agreement should be breache~l 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.
6.8. Am'eement to Pa,/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 attorney's 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 which may be awarded.
6.9 Remedies on Default b,/City. If City defaults in the performance of this Agreement, Developer and
Employer may jointly and severally take any action, including legal, equitable or administrative action which
may appear necessary or desirable to collect any payments due under this Agreement, to recover expenses of
Developer and Employer, or to enforce performance and observance of any obligation, agreement, or covenant
of City under this Agreement. Developer and Employer may jointly suspend their performance under this
Agreement until they receive assurances from City, deemed adequate by Developer and Employer, that City
will cure its default and continue its performance under this Agreement.
SECTION 7. GENERAL TERMS AND PROVISIONS
7.1 Notices and Demands. Whenever this Agreement requires or permits any notice or written request by
one party to another, it shall be deemed to have been properly given if and when delivered in person or three
(3) business days after having been deposited in any U.S. Postal Service and sent by registered or certified
mail, postage prepaid, addressed as follows:
(1) If to Developer:
Ruscilli Development Co., LTD.
ArlinGate Business Park
2041 Arlingate Lane
Columbus, OH 43228-4107
With a copy to:
Kephart & Fisher, LLP
4i South High Street, Suite 2495
Columbus, OH 43215-6103
Attn.: David Fisher
(2) If to Employer:
The McGraw-Hill Companies
2 Pennsylvania Plaza
New York, NY 10121-2298
Attn.: Vice President, Real Estate
Page I 8 of 20
With a copy to:
Norman, Gilloon, Wright & HameI, P.C.
800 Town Clock Plaza
P.O. Box 857
Dubuque, IA 52004-0857
Attn.: Wayne A. Norman, Jr.
(3) If to City:
City Manager
City Hall
50 W. 13th Street
Dubuque, IA 52001
Phone: (319) 589-4110
Fax: (319) 589-4149
Or at such other address with respect to either party as that party may, from time to time designate in
writing and forward to the other as provided in this Section.
7.2 Bindin~ Effect. This Agreement shall be binding upon and shall inure to the benefit of City,
Developer and Employer and their respective successors and assigns.
7.3 Termination Date. This Agreement and the rights and obligations of the parties hereunder shall
terminate on that date which is ten (10) years from the Effective Date of this Agreement (the "Termination
Date").
7.4. Execution By Facsimile. The parties agree that this Agreement may be transmitted between them by
facsimile machine. The parties intend that the faxed signatures constitute original signatures and that a faxed
Agreement containing the signatures (original or faxed) of all the parties is binding on the parties.
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, Developer has caused this Agreement to be duly executed
and Employer has caused this Agreement to be duly executed on or as of the first above written.
CITY OF DUBUQUE, IOWA
RUSCILLI DEVELOPMENT CO., LTD.
By: By:
Terrance M. Duggan, Mayor
William J. Tippmann, President
By:
Jeanne F. Schneider, City Clerk
Page 19 of 20
THE McGRAW-HILL COMPANIES, INC.
By:
Title:
By:
Title:
Page 20 of 20
~)ct. 5. 200] 4:12Pi~
Parcels 1, 2 and 3 are all
located within Lot D, Dubuque
~dus~rial Cen~e~ west, Dubuque
tust~ial Center Economic Develo~
EXHIBIT A
AMENDED and RESTATED
URBAN RENEWAL PLAN
Dubuque Industrial Center Economic Development District
City of Dubuque, Iowa
This Amended and Restated Urban Renewal Plan provides for the
further expansion of the Dubuque Industrial Center Economic
Development District, originally established by Resolution 130-88 of
the City Council of the City of Dubuque, Iowa on May 2, 1988 and
thereafter amended and restated by Resolution 484-90 on December
17, 1990, Resolution 142-97 on April 7, 1997 and Resolution 478-97
on November 17; 1997.
Prepared by the Community and Economic Development Department.
November 1997
TABLE OF CONTENTS
B.
C.
D.
E.
F.
G.
H.
I.
J.
K.
L.
INTRODUCTION
OBJECTIVES
DISTRICT BOUNDARIES
PUBLIC PURPOSE ACTIVITIES
DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS
LAND ACQUISITION AND DISPOSITION
FINANCING ACTIVITIES
STATE AND LOCAL REQUIREMENTS
DURATION OF APPROVED URBAN RENEWAL PLAN
SEVERABILITY
AMENDMENT OF APPROVED URBAN RENEWAL PLAN
ATTACHMENTS
Page 1
Page 2
Page 2
Page 3
Page 4
Page 5
Page 6
Page 8
Page 9
Page 9
Page 9
Page 10
AMENDED and RESTATED
DUBUQUE INDUSTRIAL CENTER ECONOMIC DEVELOPMENT DISTRICT
URBAN RENEWAL PLAN
City of Dubuque, Iowa
A. INTRODUCTION
This AMENDED and RESTATED URBAN RENEWAL PLAN (the "Plan") has been prepared to
provide for the expansion and further development and redevelopment of the DUBUQUE
INDUSTRIAL CENTER ECONOMIC DEVELOPMENT DISTRICT (the "District") first
established by the City of Dubuque on May 2, 1988. Its intent is to stimulate economic development
activities within the expanded District through the commitment of pubtic actions as specified herein.
To achieve this objective, the City of Dubuque shall undertake the urban renewal actions specified
in this Plan, pursuant to the powers granted to it under Chapter 403 of the Iowa Code, Urban
Renewal Law.
22tis Plan is an amendment and restatement of the Dubuque Industrial Center Economic
Development District Urban Renewal Plan adopted by Resolution 130-88 of the City Council of the
City of Dubuque, Iowa on May 2, 1988 and subsequently amended by Resolution 484-90 on
December 17, 1990 and Resolution 142-97 on April 7, 1997. This Plan shall serve as a new urban
renewal plan for the expanded District described herein.
The division of taxation authorized by Section 403.19 and the separation of incremental taxes as
defined in Section 403.19(2) have been implemented in the existing area of the District (hereinafter
refezred to as "Subarea A"). Under the terms of this Amended and Restated Plan, the tax increment
mechanism shall be continued and implemented within the proposed expansion area of the District
(hereinafter referred to as "Subarea B") as well. The expanded District shall be subject to the
provisions of a revised ordinance of the City of Dubuque with respect to the division of taxes levied
and collected within each of Subarea A and Subarea B of the District. Incremental taxes shall be
determined separately with respect to each of the Subareas comprising the expanded District, and
when collected shall be applied, subject to such liens and priorities as may exist or be from time to
time provided, with respect to the Amended and Restated Dubuque Industrial Center Economic
Development District, as so amended.
B. OBJECTIVES OF THE PLAN
The primary objectives of the Plan are the development and redevelopment of the expanded District
for economic development activities, primarily industrial park development, through:
Provision of marketable industrial development sites for the purpose of job-creating
economic development activities;
Provision of public infrastructure improvements, including sanitary sewer, water and
stormwater detention, supportive of full development of the District;
3. Provision of a safe, efficient and attractive circulation system;
Establishment of design standards which will assure cohesive and compatible
development and redevelopment of the District;
Provision of public amenities that provide an aesthetically appealing environment,
including open space, buffering, landscaping, water features, signage and lighting to
create a distinctive and attractive setting;
o
Creation of financial incentives necessary to encourage new and existing
businesses to invest in the District; and
7. Expansion ofthe property tax base of the District.
C. DISTRICT BOUNDARIES
The District is located within the City of Dubuque, County o£Dubuque, State of Iowa. The City of
Dubuque believes that the objectives of the Plan can best be accomplished by defining the real
property included within the District as two separate areas so as to distinguish the existing District
(Subarea A) from the proposed expansion area (Subarea B).
Subarea A of the District shall consist of the real property legally described as follows:
All of the Dubuque Industrial Center First, Second, Third, Fourth, Fifth, Sixth, Seventh,
Eighth, Ninth, Tenth and Eleventh Additions and the adjoining public right-of-way, all in the
City of Dubuque, Dubuque County, Iowa.
Subarea B of the District shall consist of the real property legally described as follows:
White's Addition, Lots 1 through 9 and 18 through 26 and 35 through 43 and 52
through 60, also known as the Northwest Quarter (NW 1/4) of the Southeast Quarter
(SE 1/4), the Northeast Quarter (NE 1/4) of the Southeast Quarter (SE 1/4), f~ot 1 of the
Subdivision of the Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) .~nd
Lot i of the Subdivision of the Southwest Quarter (SW 1/4) of the Southeast Quarter
(SE 1/4) and any adjoining public right-of-way, all in Section 30, T89N, R2E of the 5th
P.M., Dubuque County, Iowa; also, Lot 1-1 of the NW 1/4 of the NE 1/4, the West 3/4 of
the NE 1/4 of the NW 1/4, the East 1/4 of the NE 1/4 of the NW 1/4 of Lot 1, Lot 2-1 of the
SE 1/4 of the NW 1/4, Lot 1-1 of the SE 1/4 of the NW 1/4, and the SW 1/4 of the NE 1/4
and any adjoining public right-of-way, all in Section 30, T89N, R2E, 5th P.M., Dubuque
County, Iowa; also, theNW I/4 of the SW 1/4, theNE 1/4 of the SW 1/4, Lot 1 of the SE
1/4 of the SW 1/4, and Lot 1 of the SW 1/4 of the SW 1/4 and any adjoining public right-of-
way, all in Section 30, T89N, R2E, of the 5th P.M., in Dubuque County, Iowa; and all that
part ofa 100-foot-wide strip of the Chicago Central Pacific Railroad right-of-way lying in
the SE 1/4 of Section 30, the SE 1/4 of the SW 1/4 of Section 30, theNW 1/4 of Section 31,
and the NE 1/4 of Section 31 all in T89N, R2E, of the 5th P.M. Dubuque County, Iowa, the
centerline of which is more particularly described as follows: beginning at a point of
intersection with the easterly line of the SE 1/4 of Section 30, T89N, R2E, of the 5th P.M.,
thence southwesterly along the centerline of said railroad 2,700 feet, more or less a point of
intersection with the westerly line of the SE 1/4 of said Section 30; thence south~vesterly
continuing along said centerline 845 feet, mom or less, to a point where the railroad right-of-
way widens to 200 feet, said point being the terminus of this description; also, Lot 1 of the
NE 1/4 of the SE 1/4 of Section 25, T89N, R1E, of the 5th P.M., Dubuque County, Iowa, and
apart of Lot 1-1-1 of the SE 1/4 of the SE 1/4 of Section 25, T89N, R1E, of the 5th P.M.,
Dubuque County, Iowa, described as follows: beginning at the NE comer of said Lot 1-1-1;
thence S 00 degrees, 15~ 43" W 562.15 feet along the east line of said Lot 1 - 1-1; thence N
89 degrees 05' 38" W 1,336.86 feet along the northerly line of Lot 2-1-1- of the SE 1/4 of the
SE 1/4 of said Section 25 and extension thereof to a point of intersection with the west line
of said Lot 1~1-1; thence N 00 degrees 34' 17" E 528.75 feet along said west line; thence N
89 degrees 28' 22" E 1,334.04 feet along the north line of said Lot 1-1-1 to the point of
beginning, and any adjoining public right-of-way.
· The boundaries of the District are delineated on the URBAN RENEWAL DISTRICT map
(Attachment A).
The City of Dubuque reserves the ri~t to modify the boundaries of the District at some future date.
Any amendments to the Plan will be completed in accordance with Chapter 403 of the Iowa Code,
Urban Renewal Law.
D. PUBLIC PURPOSE ACTIVITIES
To meet the OBJECTIVES of this Plan, the City of Dubuque is prepared to inkiate and support
development and redevelopment of the District through, among other things, the following PUBLIC
PURPOSE ACTIVITIES:
3
Acquisition of property for public improvements and private development;
Demolition and removal of buildings and improvements not compatible with or
necessary for industrial park development and all site preparation and grading
required in connection with such development;
Improvement, installation, construction and reconstruction of streets, utilities and
other improvements and rights-of-ways including but not limited to the relocation of
overhead utility lines, street lights, construction of railroad spur tracks, appropriate
landscaping and buffers, open space and signage;
Disposition of any property acquired in the District, including sale, initial leasing or
retention by the City itself, at its fair value;
Preparation of property for development and redevelopment purposes including but
not limited to activities such as appraisals and architectural and engineering studies;
Use of tax increment fmancing, loans, grants and other appropriate financial tools in
support of eligible public and private development and redevelopment efforts;
7. Enforcement of applicable local, state and federal laws, codes and regulations;
8. Enforcement of established design standards in furtherance of quality development;
Development and implementation of a marketing program for the purpose of
promoting the purchase and development of industrial sites by private developers;
10.
Coordination and cooperation with the improvement of Seippel Road as it affects
Subarea B's accessibility to U.S. Highway 20.
Public purpose activities are limited to those areas delineated on the PUBLIC PURPOSE
ACTIVITY AREA map (Attachment B).
All public purpose activities shall be conditioned upon and shall meet the restrictions and limitations
placed upon the District by the Plan.
E. DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS
The LAND USE and PLANNING AND DESIGN CRITERIA set forth herein shall apply to any and
all District properties the development and/or the redevelopment of which is assisted by the City
through any of the PUBLIC PURPOSE ACTIVITIES listed above.
Land Use
a4
Subarea A shall continue to be developed under the regulations of the existing
Dubuque Industrial Center Planned Industrial District. The allowed uses provide for
a mix of commercial and industrial land use activities.
LAND USE maps (Attachments C1 and C2) identify the existing and the proposed
land uses within Subarea A.
Subarea B is intended to be an expansion of the Dubuque Industrial Center and will
provide additional land for commercial and industrial land uses within a quality
industrial Park setting.
LAND USE maps (Attachments C1 and C2) identify the existing and the proposed
land uses within Subarea B.
Planning and Design Criteria
The planning criteria to be used to guide the physical development of both Subarea A and
Subarea B are those standards and guidelines contained within the City of Dubuque's Zoning
Ordinance and other applicable local, state and federal codes and ordinances.
Subarea A development will continue to be additionally governed by the Conditions
of Development and Operation Docmments of the Dubuque Industrial Center Planned
Industrial District as amended from time to time.
Subarea B will develop under a new PI Planned Industrial District ordinance as
required by Section 3-5.5 of the City of Dubuque Zoning Ordinance. Development
within Subarea B will follow the Planned Unit Development regulations which
require a conceptual development plan and specific design and performance
standards to be approved by ordinance.
F. LAND ACQUISITION AND DISPOSITION
The City of Dubuque is prepared to acquire and dispose of property in support of the development
and redevelopment of the District within the parameters set forth below.
1. Land Acquisition
The City intends to negotiate the purchase of Subarea B, excluding the raikoad right-of-way,
tlzrough contractual agreement. However, the City will acquire, through eminent domain,
any property for public or private development and redevelopment purposes should it be
unable to acquire land through negotiated purchase.
The City also reserves the right to acqmre, by negolaat~on or emment domain, property rights
required for the construction or reconstruction of streets and public utilities, or any other
public facility or improvement.
Land Disposition
Publicly held land will be sold for the development of viabte uses consistent with this Plan
and not for purposes of speculation.
Land will be disposed of in accordance with the requirements set forth in Chapter 403 of the
towa Code, Urban Renewal Law. Developers will be selected on the basis of the quality of
their proposals and their ability to carry out such proposals while complying with the
requirements of this Plan.
Developers will.be required by contractual agreement to observe the Land Use Requirements
and Planning and Design Criteria of this Plan. The contract and other disposition documents
will set forth the provisions, standards and criteria for achieving the objectives and
requirements ontlined in this Plan.
Relocation Requirements
No relocation is anticipated at this time.
G. FINANCING ACTIVITIES
To meet the OBJECTIVES of this Plan and to encourage the development of the District and private
investment therein, the City of Dubuque is prepared to provide financial assistance to qualified
industries and businesses thxough the making of loans or grants under Chapter 15A of the Iowa Code
and through the use of tax increment financing under Chapter 403 of the Iowa Code.
1. Chapter 15A Loan or Grant
The City of Dubuque has determined that the making of loans or grants of public funds to
qualified industries and businesses is necessary to aid in the planning, undertaking and
completion of urban renewal projects authorized under this Plan within the meaning of
Section 384.24(3)(q) of the Iowa Code. Accordingly, in furtherance of the objectives of this
Plan, the City of Dubuque may determine to issue bonds or loan agreements, in reliance upon
the authority of Section 384.24A, Section 384.24(3)(q), Section 403.12 (general obligation
bonds) or Section 403.9 (tax increment bonds), for the purpose of making loans or grants of
public funds to qualified businesses. Alternatively, the City may determine to use available
funds for the making of such loans or grants. In determin/ng qualifications of recipients ~nd
whether to make any such individual loans or grants, the City of Dubuque shall consider one
or more of the factors set forth in Section 15A. t of the Iowa Code on a case-by-case basis.
Tax Increment Financing
The City of Dubuque is prepared to utilize tax increment financing as a means of financing
eligible costs incurred to implement the Public Purpose Activities identified in Part D of this
Plan. Bonds or loan agreements may be issued by the City under the authority of Section
403.9 of the Iowa Code (tax increment bonds) or Section 384.24A, Section 384.24(3)(q) and
Section 403.12 (general obligation bonds).
The Cit2) abknowledges that the use of tax increment revenues delays the ability of other
local taxing bodies to realize immediately the direct tax benefits of new development in the
District. The City believes, however, that the use of tax increment revenues to finance the
development of new industrial land and to promote private investment in the District is
necessary in the public interest to achieve the OBJECTIVES of this Plan. Without the use
of this special financing tool, new investment may not otherwise occur or may occur within
another jurisdiction. If new development does not take place in Dubuque, property values
could stagnate and the City, County and School District may receive less taxes during the
duration of this Plan than they would have if this Plan were not implemented.
Tax increment financing will provide a long-term payback in overall increased tax base for
the City, County and School District. The initial public investment required to generate new
private investment will ultimately increase the taxable value of the District well beyond its
existing base value.
Tax increment reimbursement may be sought for, among other things, the following costs
to the extent they are incurred by the City:
a. Planning and administration of the Plan;
Construction of public infrastructure improvements and facilities within the
District;
Acquisition, installation, maintenance and replacement of public investments
throughout the District including but not limited to street lights, landscaping and
buffers, signage and appropriate amenities;
Acquisition of land and/or buildings and preparation of same for sale or lease tq
private developers, including any "write down" of the sale price of the land and/or
building;
Preservation, conservation, development or redevelopment of buildings or
facilities w/thin the District to be sold or leased to qualified businesses;
Loans or grants to qualified businesses under Chapter 15A of the Iowa Code,
including debt service payments on any bonds issued to fmance such loans or
grants, for purposes of expanding the business or activity, or ofl~er qualifying loan
programs established in support of the Plan; and
Providing the matching share for a variety of locat, state and federal grants and
loans.
Proposed Amount of Indebtedness
At this time, the extent of improvements and new development within the District is only
generally known. As such, the amount and duration for use of the tax increment revenues
for public improvements and/or private development can only be estimated; however, the
actual use and amount of tax increment revenues to be used by the City for District
activities will be determined at the time specific development is proposed.
It is anticipated that the maximum amount of indebtedness which will qualify for tax
increment revenue reimbUrsement dUring the duration of this Plan, including acquisition,
public improvements and private development assistance, will not exceed $
$25,000,000.
At the time of adoption of this Plan, the City of Dubuque's current general obligation debt
is $11,755,000 (a list of obligations is found as Attachment D) and the applicable
constitutional debt limit is $93 141 973
H. STATE AND LOCAL REQUIREMENTS
Ail provisions necessary to conform with state and local laws have been complied with by the City
of Dubuque in the implementation of this Plan and its supporting documents.
I. DLrRATION OF APPROVED URBAN RENEWAL PLAN
Subarea A
This Plan shall continue in effect until terminated by action of the City Council, but in no
event before the City of Dubuque has received full reimbursement from all incremental taxes
of its advances and principal and interest payable on ail Tax Increment Financing or general
obligations issued to carry out the OBJECTIVES of the Plan.
Subarea B
This Plan shall continue in effect until terminated by the City Council; provided, however,
that the collection of tax increment revenues from properties located in Subarea B shall be
limited to twenty (20) years from the calendar year following the calendar year in which the
City first certifies to the County Auditor the amount of any loans, advances, indebtedness
or bonds which qualify for payment from the division of tax increment revenue provided for
in Section 403.19 (tax increment financing) of the Iowa Code.
The DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS established, or as amended
from time to time by the City of Dubuque Zoning Ordinance, shall remain in effect in perpetuity.
J. SEVERABILITY
In the event one or more provisions contained in this Plan shall be held for any reason to be invalid,
illegal, unauthorized or unenforceable in any respect, such invalidity, illegality, unauthorization or
unenforceability shall not affect any other provision of this Plan and this Urban Renewal Plan shall
be construed and implemented as if such provision had never been contained herein.
K. AMENDMENT OF APPROVED URBAN RENEWAL PLAN
This Plan may be amended from time to time to respond to development opportunities. Any such
amendment shall conform to the requirements of Chapter 403 of the Iowa Code. Any change
effectkng any property or contractual right can be effectuated only in accordance with applicable state
and local taw.
L. ATTACHMENTS
A
B
C
D
Urban Renewal District Map
Public Purpose Activity Area Map
Land Use Maps
C1 Existing Land Use
C2 Proposed Land Use
List of General Obligations
,, URBAN RENEWAL DISTRICT MAP
.:.,, Amended anti Restated
Dubuque Industrial Center Economic Development District
'C'
\"-n..,,. SUBAREA B
SUBAREA A
'6'
[\..
[ ~.. r'ir:'t.-,. '2'.'..
Prepared by the Community and Economm Davelopmcnt Department
City of Dubuque, lowa
~ BERGFELD FARM EXPANSION AREA
ATTACHMENT A
URBAN RENEWAL DISTRICT MAP
Amended and Restated
Dubuque Industrial Center Economic Development District
SUBAREA B
\:
SUBAREA A
'6'
Prepared by the Commumty and Economm Development Department
City of Dubuque, Iowa
1997
ATTACHMENT B
PUBLIC PURPOSE ACTIVITY AREA MAP
Amended and Restated
Dubuque Industrial Ci~nter Economic Development District
PUBLIC PURPOSE ACTIVITY ARE~
Prepared by the Community and Economic Development Dep~i~meht
City of Dubuque, Iowa
i997
ATTACHMENT C1
EXISTING LAND USE MAP
Amended and Restated
Dubuque Industrial center Economic Development District
VACANT
COMMERCIAL/INDUSTRIAL
Prepared by the Community and Economic Development Department
City of Dubuque, Iowa
1997
ATTACHMENT C2
pRoPOSED LAND USE MAP
Amended and Restated
Dubuque Industrial Center Economic DeVelopment District
COMMERCIALfINDUSTRIAI~
Prepared by the Community and Economtc Development Department
City of Dubuque, Iowa
1997
ATTACHMENT D
FINA LD_~IPTION
~ 0 ~PJ _O~b_ljg ~_ i~ Bond'
[3senlial Corporate Purpose
[Iocronlion Pool Reconstruction
Esser~linl Corporale Purpose
Essential Corl~Oralo Purpose
Essenlial Corporate Purpose' '
Essnnlial Corl}ornto Purpose' ""
'rotnl Genornl Obligation 8ends
SUMMARY OF BONDED INDEBTEDNESS - FISCAL YEAR 1998
DATE NET AMOUNT PRINCIPAL PRINCIPAL INTEREST PRINCIPAL YEAR OF
OF INTEREST OF OUTSTANDING DUE 7-1-97 DUE 7-I-97 OUTSTANDING
ISSUE RATE ISSUE JULY 1, 1997 TO 7-1-91~ TO 7-t-~6 JU~-Y 1, 1~ PAY[VI_.EN~L~
3-1-87 5.4786 4,o00,000 2,075,o00 425,000 114,B50 1,650,OO0 2001
6-1-89 6.7092 2,650,000 711,800 253,650 48,179 458.150 2000
6-1-89 6.7092 1,500,000 528,200 191,350 34,456 336,850 1999
5-15-90 6.6736 220,000 80,080 25,760 5,392 54,860 2000
5-15-90 6.0736 1,745,000 639,360 204,24,0 42,753 435,120 2000
5-1-91 6.0943 2,500.000 1,505,000 210,000 91,O45 1,295,O00 2002
6-1-93 4.1747 4,615,000 2,145,000 685,000 90,0B3 1,460,000 2004
5-1-94 5,O000 1,300,000 800,000 50,000 39,537 750,000 2004
5-1-94 5.0000 1,300,000 1,O20,000 140,000 50,410 880,O00 2004
5-1-94 4.9444 500,000 400,000 50,000 19,769 350,000 2004
5-1-95 5.5000 2,000,O00 1,850,O00 80,000 84,990 1,770,000 2005
~22,330,000 $11,755,000 $2,315,000 $ 621,464 ~9,440,000
~32,R22 o1 tile annual debt service for d~e 1983/19B4issue is abated wi~hAirport revenue. The abatement schedule was developed by the Airport Commission Io provide 20
years for repaymenf (abatement) on 10 year bond issues,
"· · Water rovemm~backed-G.O, issue.
City bfDubuque, Iowa
'~ ~1997
FORM OF LEGAL OPINION OF DEVELOPER'S COUNSEL
CITY OF DUBUQUE IOWA
?EXHIBIT C
RE:
DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF DUBUQUE IOWA,
RUSCILLI DEVELOPMENT CO.,LTD. AND THE MCGRAW-HILL COMPANIES, INC.
Gentlemen:
We have acted as counsel for Ruscilli Development Co., LTD., ("Developer") in
connection with the execution and delivery of a certain Development Agreement ("development
Agreement") among Developer, The McGraw-Hill Companies, Inc., ("Employer") and the City of
Dubuque, Iowa ("city") dated as of ,2001.
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
Ohio and has full power and authority to execute, deliver and perform in full Development
Agreement. Development Agreement has been duly and validly authorized, executed and
delivered by Developer and, assuming due authorization, execution and delivery by City and
Developer, is in full force and effect and is valid and legally binding instrument of the 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 creditbrs' dghts generally.
2. The execution, delivery and performance by the 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 the Developer is a par~ or by which Developer's property is
bound or subject.
3. There are no actions, suits or proceedings pending or threatened against or
affecting the 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 prospe~ive), financial position or results of operations
of the 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,
EXi':ilBIT D
Prepared by:' Barn/A. Lindahl
Tax Statement to:
196 CvCare Plaza, Dubuque, Iowa 52001
Phone: 319-583-4113
SPECIAL WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS: that the City of Dubuque, Iowa,
a municipal corporation of the State of Iowa (hereinafter "Grantor"), in
consideration of the Grantee named below undertaking the obligations of the
Developer under the Agreement described below and the sum of
-- and no/100 Dollars
($ ) 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 , a
limited liability company (herein "Grantee"), the following
described parcel(s) situated in the County of Dubuque, State of Iowa, to wit:
in the City of Dubuque, Dubuque
County, Iowa, according to the recorded plat thereof.
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. -01
of the City of Dubuque adopted ,2001 the terms and
conditions thereof, if any, having been fulfilled.
This Deed is being delivered in fulfillment of the Grantor's obligations
under and is subject to all the terms, provisions, covenants, conditions and
restrictions contained in that certain Development Agreement executed by the
City and Grantee herein, dated , (hereinafter the
"Agreement"), a memorandum of which was recorded on
,2001, in the records of the Recorder of Dubuque
County, Iowa, Instrument Number - 01.
Promptly after completion of the improvements in accordance with the
provisions of the Agreement, the Grantor will furnish the Grantee with a
Certificate of Completion in th_e form set forth in the Agreement. Such
certification by the 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 the
Grantee, and its successors and assigns, to construct improvements and t~e
dates for the beginning and completion thereof, it being the intention of the
parties that upon the granting and filing of the Certificate of Completion that all
restrictions and reservations of title contained in this Deed be forever released
and terminated and that any remaining obligations of the Grantee pursuant to the
Agreement shall be personal onlY.
All certifications provided for herein shall be in such form as wilt enable
them to be recorded with the County Recorder of Dubuque Iowa. If the Grantor
shall refuse or fail to provide any such certification in accordance with the
provisions of the Agreement and this Deed, the Grantor shall, within twenty days
after written request by the Grantee, provide the Grantee with a written
statement indicating in adequate detail in what respects the 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 the Grantor, for the Grantee to take or perform in order to obtain such
certification.
In the event that an Event of Default occurs under Section 6.1 of the
Agreement and the Grantee herein shall fail to cure such default within the
period and in the manner stated in Section 6.2 of the Agreement, then the
Grantor shall have the right to re-enter and take possession of the property and
to terminate and revest in the Grantor the estate conveyed by this Deed to the
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.
The City hereby covenants to warrant and defend the said premises
against the lawful claims of all persons whomsoever claiming by, through and
under it.
Dated this __ day of
2001, at Dubuque, Iowa.
CITY OF DUBUQUE IOWA
ATTEST:
By:
Terrance M. Duggan, Mayor
By:
Jeanne F. Schneider, City Clerk
STATE OF IOWA
COUNTY OF DUBUQUE
SS
On this day of ,2001, before me a Notary Public in and E;? sai~
County, personally appeared Terrance M. Duggan and Jeanne F. Schneider 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
F:\USE RS\Pmyhre\WP DOCS\LOAN DOC\McGrawHi]l\D EED,doc
FORM OF LEGAL OPINION OF EMPLOYER'S COUNSEL
CITY OF DUBUQUE IOWA
EXHIBI~ E
RE:
DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF DUBUQUE IOWA,
RUSCILLI DEVELOPMENT CO., LTD. AND THE MCGRAW-HILL COMPANIES, INC.
Gentlemen;
We have acted as counsel for The-McGraw-Hill Companies, Inc. ("Employer"), in
connection with the execution and delivery of a certain Development Agreement ("Development
Agreement") among Employer, Ruscilli Development Co., LTD. ("Developer") and the City of
Dubuque, Iowa ("City") dated as of ,2001.
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 taw, the foregoing examination and such other inquiries as we
have deemed appropriate, we are of the opinion that:
1. Employer is a corporation organized and existing under the laws of the State of
New York and has full power and authority to execute, deliver and perform in full Development
Agreement. Development Agreement has been duly and validly authorized, executed and
delivered by Employer and, assuming due authorization, execution and delivery by City and
Developer, is in full force and effect and is valid and legally binding instrument of the Employer
enforceable in accordance with its terms, except as the same may be limited by bankruptcy,
insolvency, reorganization or other laws relating to or affecting creditors' rights generally.
2. The execution, delivery and performance by the Employer of the Development
Agreement and the carrying out of the terms thereof, will not result in violation of any provision
of, or in default under, the articles of incorporation and bylaws of Employer, any indenture,
mortgage, deed of trust, indebtedness, agreement, judgment, decree, order, statute, rule,
regulation or restriction to which the Employer is a party or by which Employer's property is
bound or subject.
3. There are no actions, suits or proceedings pending or threatened against or
affecting the Employer in any court or before any arbitrator or before or by any governmental
body in which there is a reasonable possibility of an adverse decision which could materially
adversely affect the business (present or prospective), financial position or results of operations
of the Employer or which in any manner raises any questions affecting the validity of the
Agreement or the Employer's ability to perform Employer's obligations thereunder.
Very truly yours,