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Resolution_IBM Development Agreement(This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: The City Council of Dubuque, Iowa. Date of Meeting: January 26, 2009 Time of Meeting: 6:30 o'clock P.M. Place of Meeting: Historic Federal Building, 350 West 6th Street, Dubuque, Iowa. PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body will meet at the date, time and place above set out. The tentative agenda for said meeting is as follows: Greater Downtown Urban Renewal District Public hearing on the proposal to authorize a Development Agreement between the City of Dubuque, Iowa and Dubuque Initiatives, and an Incentive Agreement between the City and International Business Machines Corporation Resolution approving and authorizing execution of the Development Agreement and Incentive Agreement Such additional matters as are set forth on the additional one page(s) attached hereto. This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of Iowa, and the local rules of said governmental body. ~` ~- r ;City Clerk, Dubuque, Iowa tys-' -1- January 27, 2009 The City Council of Dubuque, Iowa, met in special session, in the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on the above date. There were present Mayor Roy D. Buol, in the chair, and the following named Council Members: Present: Karla Braig, Joyce Connors, Ric Jones, Kevin Lynch, Dirk Voetberg Absent: David Resnick ******* _2_ The Mayor announced that this was the time and place for the public hearing and meeting on the matter of the proposal to approve and authorize execution of a Development Agreement with Dubuque Initiatives, and an Incentive Agreement with International Business Machines Corporation, and that notice of the proposed action by the Council to authorize the same and the economic development grants described therein had been published pursuant to the provisions of Section 403.9 of the Code of Iowa. The Mayor then asked the Clerk whether any written objections had been filed by any City resident or property owner to the proposed action. The Clerk advised the Mayor and the Council that no written objections had been filed. The Mayor then called for oral objections and none were made. Whereupon, the Mayor declared the time for receiving oral and written objections to be closed. (Attach here a summary of objections received or made, if any) -3- The Council then considered the proposed action and the extent of objections thereto. Whereupon, Council Member Lynch introduced and delivered to the Clerk the Resolution hereinafter set out entitled "RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF THE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND DUBUQUE INITIATIVES, AND THE INCENTIVE AGREEMENT BETWEEN THE CITY AND INTERNATIONAL BUSINESS MACHINES CORPORATION", and moved: / / that the Resolution be adopted. / X/ to ADJOURN and defer action on the Resolution and the proposal to the meeting to be held at 6:30 o'clock P.M. on the 2nd day of February, 2009, at this place. Council Member Connors seconded the motion. The roll was called and the vote was, AYES: Braig, Buol, Connors, Jones, Lynch, Voetberg NAYS: None Whereupon, the Mayor declared the measure duly adopted. -4- RESOLUTION NO. RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF THE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND DUBUQUE INITIATIVES, AND THE INCENTIVE AGREEMENT BETWEEN THE CITY AND INTERNATIONAL BUSINESS MACHINES CORPORATION WHEREAS, the City Council has approved and adopted an Amended and Restated Urban Renewal Plan (the "Urban Renewal Plan") for an area described therein as the Greater Downtown Urban Renewal District (the "Urban Renewal Area"); and WHEREAS, it is desirable that properties within the Urban Renewal Area be redeveloped as part of the overall redevelopment area covered by said Urban Renewal Plan; and WHEREAS, the City of Dubuque ("City") has received a proposal from Dubuque Initiatives (the "Developer") and International Business Machines Corporation (the "Employer"), in the form of a proposed Development Agreement (the "Development Agreement") between the City and the Developer and a proposed Incentive Agreement (the "Incentive Agreement," and together with the Development Agreement, referred to herein as the "Agreements") between the City and the Employer, pursuant to which, among other things, the Developer would acquire and renovate the Dubuque Building located at 700 Locust Street in the City, and lease portions of the same to the Employer; and WHEREAS, the Employer reasonably expects to create approximately 1,300 new full-time employment positions at the Dubuque Building property prior to January 1, 2011, and reasonably expects to maintain those jobs during the term of the Agreements; and WHEREAS, in consideration of the obligations being assumed by the Developer and the Employer, the Agreements further propose that the City provide certain financial assistance to the Developer and the Employer, including a loan guaranty for the benefit of the Developer and the payment of certain economic development grants to the Developer and the Employer; and WHEREAS, the economic development grants to the Developer and the Employer shall be payable from, and only from, the tax increment revenues collected by the City in respect of the Dubuque Building property and the improvements constructed thereon, under the terms and following satisfaction of the conditions set forth in the Agreements; and -5- WHEREAS, Iowa Code Chapters 15A and 403 (the "Urban Renewal Law") authorize cities to make grants for economic development purposes in furtherance of the objectives of an urban renewal plan and project and to appropriate such funds and make such expenditures as may be necessary to carry out the purposes of said Chapters, and to levy taxes and assessments for such purposes; and WHEREAS, the Council has determined that the Agreements are in the best interests of the City and the residents thereof and that the performance by the City of its obligations thereunder are public undertakings and purposes and in furtherance of the Urban Renewal Plan and the Urban Renewal Law and, further, that the Agreements and the City's performance thereunder are in furtherance of appropriate economic development activities and objectives of the City within the meaning of Chapters 403 and 15A of the Iowa Code, taking into account the factors set forth therein; and WHEREAS, pursuant to notice published as required by Section 403.9, this Council has held a public meeting and hearing upon the proposal to approve and authorize execution of the Agreements and the foregoing economic development grant payments, and has considered the extent of objections received from residents or property owners with respect thereto; and, accordingly the following action is now considered to be in the best interests of the City and residents thereof. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the performance by the City of its obligations under the Agreements, including but not limited to the payment of the economic development grants to the Developer and the Employer under the terms set forth in the Agreements, be and are hereby declared to be public undertakings and purposes and in furtherance of the Urban Renewal Plan and the Urban Renewal Law and, further, that the Agreements and the City's performance thereunder are in furtherance of appropriate economic development activities and objectives of the City within the meaning of Chapters 403 and 15A of the Iowa Code, taking into account the factors set forth therein. Section 2. That the form and content of the Agreements, including the form and content of the Guaranty Agreement between the City and Dubuque Bank and Trust Company attached to the Development Agreement as an exhibit, the provisions of which are incorporated herein by reference, be and the same hereby are in all respects authorized, approved and confirmed, and the Mayor and the City Clerk be and they hereby are authorized, empowered and directed to execute, attest, seal and deliver the same for and on behalf of the City in substantially the form and content now before this meeting, but with such changes, modifications, additions or deletions therein as may be approved by such officers upon the advice of the City Attorney, and that from and after the execution and delivery of the Agreements, the Mayor and the City Clerk are hereby -6- authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Agreement as executed. Section 3. That the economic development grant payments to be made by the City under the Agreements, the provisions of which are incorporated herein by reference, be and the same hereby are in all respects authorized, approved and confirmed, and the City Manager, City Clerk and other City staff be and are hereby authorized, empowered and directed to certify the amount of the economic development grant payments to the Dubuque County Auditor for tax increment reimbursement, and to cause such payments to be made to the Developer and Employer as may be required under the Agreements, at the times set forth therein, and to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of said Agreements. PASSED AND APPROVED this day of 2009. Mayor ATTEST: Clerk -7- CIG-3 STATE OF IOWA ) SS COUNTY OF DUBUQUE ) CERTIFICATE 1, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by said Council with respect to said matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by said law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective city offices as indicated therein, that no Council vacancy existed except as may be stated in said proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of said Municipality hereto affixed this 27t" day of January, 2009. ,City Clerk, Dubuque, Iowa SEAL DCORNELL/ 602634.1 /MSWord\10422.087 -8- AH~~~s ~~~Coo~~Y, P.C. ATTORNEYS AT LAW 100 COURT AVENUE o SUITE 600 DES MOINES, IOWA 50309-2231 PHONE 515-243-7611 FAX: 515-243-2149 WWW.AHLERSLAW.COM WILLIAM J. NOTH WNOTH@AHLERSLAW.COM January 19, 2009 Ms. Jeanne Schneider City Clerk City of Dubuque 50 West 13th Street Dubuque, Iowa 52001-4864 RE: Development Agreement Dear Ms. Schneider: Direct Dial: (515)246-0332 With this letter I am enclosing suggested proceedings to be acted upon by the City Council on the date fixed for the hearing on the Development Agreement between the City and Dubuque Initiatives, and the Incentive Agreement with International Business Machines Corporation. The proceedings are prepared to show as a first step the receipt of any oral or written objections from any resident or property owner to the proposed action of the City Council. A summary of objections received or made, if any, should be attached to the proceedings. After all objections have been received and considered, if the City Council decides not to abandon the proposal, a form of resolution follows that should be introduced and adopted, approving and authorizing execution of the two Agreements and the attached Guaranty Agreement. An extra copy of the proceedings is enclosed to be filled in as original and certified back to us for our transcript of the action taken. WISHARD &BAILY - 1588; GUERNSEY &BAILY - 1893; BAILY &STIPP - 1901; STIPP, PERRY, BANNISTER & STARZINGER - 1914; BANNISTER, CARPENTER, AHLERS & GOONEY - 1950; AHLERS, GOONEY, DORWE~LER, ALLBEE, HAYNIE & SMITH - 1974; AHLERS, GOONEY, DORWEILER, HAYNIE, SMITH &ALLBEE, P.C. - 1990 January 19, 2009 Page 2 If you have any questions, please do not hesitate to contact me. Yours very truly, William J. Noth WJN:dc encl. cc: Barry Lindahl (w/encl.) David Heiar (w/encl.) Ken TeKippe (w/encl.) DCORNELU 603172.1 /MSWord\10422.087