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IBM Incentive Agreement_DRAFT 1 26 09This Agreement, dated for reference purposes the day of , 2009 ("Effective Date"), by and between the City of Dubuque, Iowa, a municipality ("City"), established pursuant to the Iowa Code and acting under authorization of Iowa Code Chapter 403, as amended (the "Urban Renewal Act"), and International Business Machines Corporation, a New York corporation ("Employer"). WITNESSETH: WHEREAS, Dubuque Initiatives ("Developer") is the owner of the property at 700 Locust Street (the "Property"), legally described as follows: A parcel of land marked "Public Square" on the United States Commissioners' Plat of the Survey of the Town of Dubuque, Iowa and numbered as Lots 141, 142, and 143a, on the various wall maps of the City of Dubuque, Iowa; and, City Lots 143, 144 and 145, in the City of Dubuque, Iowa, according to the plat thereof in Book of Plats 34, page 353, records of Dubuque County, Iowa, also described as follows: Part of the United States Commissioners' Government Plat of the Original Town, now City, of Dubuque, in Dubuque County, Iowa, described as follows: Beginning at the southwesterly corner of Lot 141, originally designated as the southwesterly corner of the "Public Square", being also the intersection of the east line of Locust Street and the north line of West Seventh Street; thence North 22 degrees 30 minutes West along the east line of Locust Street to the northwesterly corner of Lot 145, being also the intersection of the east line of Locust Street and the southerly line of West Eighth Street; thence northeasterly along the northerly line of Lot 145 to the northeasterly corner of Lot 145, being also the intersection of the south line of West Eighth Street and the west line of the thirty foot alley East of Locust Street; thence southeasterly along the west line of said thirty foot alley to the southeasterly corner of Lot 141, originally designated as the southeasterly corner of the "Public Square", being also the intersection of the west line of the thirty foot alley and the north line of West Seventh Street; thence South 67 degrees 30 minutes West to the point of beginning, according to the Plat thereof recorded as Instrument No. 1798-77, records of Dubuque County, Iowa. i.aa.oa 1 WHEREAS, the Property is located in the Greater Downtown Urban Renewal District which has been so designated by City Council Resolution 26-07 as a slum and blight area (the Project Area) defined by Iowa Code Chapter 403 (the Urban Renewal Law); and WHEREAS, Developer has undertaken the redevelopment of a building located on the Property (the "Building") and will be operating the Building during the term of this Agreement; and WHEREAS, Developer and Employer have committed an additional capital investment in Building improvements, equipment, furniture and fixtures in the Property in the estimated amount of Thirty Million Dollars ($ 30,000,000.00) (the Project); and WHEREAS, pursuant to Iowa Code Section 403.6(1), and in conformance with the Urban Renewal Plan for the Project Area adopted on May 18, 1967, as amended, City has the authority to enter into contracts and agreements to implement the Urban Renewal Plan for the District; and WHEREAS, Developer has agreed to lease offices in the Property to Employer to allow Employer to locate its offices to the Property and create employment opportunities at the Property; and WHEREAS, City believes that the development of the Property pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of City and in accord with the public purposes and provisions of the applicable federal, state and local laws and the requirements under which the Project has been undertaken and is being assisted. NOW THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree as follows: SECTION 1. 1.2 The effectiveness of this Agreement is conditioned upon (i) the Iowa Department of Economic Development approving by not later than February 19, 2009 financial assistance to Employer upon such terms and in such amounts as Employer in its sole discretion deems acceptable [Elaborate?]; and (ii) the City Council of the City of Dubuque, Iowa, in its sole, absolute and unfettered discretion, having approved a Development Agreement between City and Developer (the "Development Agreement" or "DA")) by not later than February 19, 2009 in form and substance satisfactory to Employer (City shall deliver to Employer for review and comment each draft of the DA at such time as any such draft is delivered to Developer). 1.22.09 2 1.2. Notwithstanding the restrictions contained in Sections 14.03 or 29.04 of the Lease Agreement dated January 14, 2009 (the "Lease") between the Developer and Employer, or otherwise, the Employer consents and agrees to cooperate with City with respect to (i) the transfer of ownership of the Complex (as defined in the Lease) to another entity (the "Master Landlord") for the purpose of facilitating financing involving both new markets tax credits under Section 45D of the Internal Revenue Code ("the Code") and federal historic rehabilitation tax credits under Section 47 of the Code, and (ii) the assignment to and assumption of the Lease by an entity (the "Master Tenant") formed to master lease (the "Master Lease") the Complex for the purpose of facilitating financing involving federal historic rehabilitation tax credits under Section 47 of the Code; provided that such consent shall not be required unless the following conditions are met prior to the transfers specified above: 1. Any mortgage secured by the Complex is made subordinate to the Master Lease and the Lease. 2. A limited liability company 100% owned by Developer shall be designated as the initial non-member manager of both the Master Tenant and the Master Landlord. 3. Employer shall be given the right under the Master Lease to cure any default by the Master Tenant under the Master Lease and shall be made a third party beneficiary of the Master Lease. 4. Employer shall be given the right under any mortgage secured by the Complex to cure any default thereunder by the Master Landlord and shall be made a third party beneficiary of any such mortgage. 5. The Master Lease shall contain provisions which grant to the Master Tenant from the Master Landlord/building owner all rights and remedies which Employer is granted under the Lease. SECTION 2. CITY PARTICIPATION. 2.1 Economic Development Grant 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, City agrees, subject to Employer being in compliance with the terms of this Agreement, to make forty (40) consecutive semi-annual payments (such payments being referred to collectively as the "Employer Economic Development Grants") to Employer if Employer leases the Property on the applicable payment dates later described in this Section. The Employer Economic Development Grants shall be payable as follows: November 1, 2009 May 1, 2010 November 1, 2010 May 1, 2011 November 1, 2011 May 1, 2012 November 1, 2012 May 1, 2013 November 1, 2013 May 1, 2014 3 November 1, 2014 May 1, 2015 November 1, 2015 May 1, 2016 November 1, 2016 May 1, 2017 November 1, 2017 May 1, 2018 November 1, 2018 May 1, 2019 November 1, 2019 May 1, 2020 November 1, 2020 May 1, 2021 November 1, 2021 May 1, 2022 November 1, 2022 May 1, 2023 November 1, 2023 May 1, 2024 November 1, 2024 May 1, 2025 November 1, 2025 May 1, 2026 November 1, 2026 May 1, 2027 November 1, 2027 May 1, 2028 November 1, 2028 May 1, 2029 pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to the portion of the tax increment revenues collected by City described below under Iowa Code Section 403.19 (without regard to any averaging that may otherwise be utilized under Iowa Code Section 403.19 and excluding any interest that may accrue thereon prior to payment to Employer) during the preceding six-month period in respect of the Employer Minimum Improvements constructed by Employer (the Employer Tax Increments). For purposes of calculating the amount of the Employer Economic Development Grants provided in this Section, the Employer Tax Increments shall be deemed to be equal in amount to a pro rata share of those tax increment revenues collected by the City in respect of the increase in the assessed value of the Property leased by Employer and Employer's prorated share of the common areas above the assessment of January 1, 1967 (on such date the entire Property was assessed for $567,000.00), The Employer Tax Increments shall not include (i) any property taxes collected for the payment of bonds and interest of each taxing district, (ii) any taxes collected for the regular and voter-approved physical plant and equipment levy, and (iii) any other portion required to be excluded by Iowa law, and thus such incremental taxes will not include all amounts paid by Employer as regular property taxes. The assessed value of the Property leased by Employer and the assessed value of the Property other than the part of the Property leased by Employer on any assessment date shall be allocated according to the percent that the part of the Property leased by Employer bears to the total leasable space. [please discuss proposed deletion by the City of the following: For the avoidance of doubt, it is agreed that the meaning and intent of the foreging is that so long as Employer staffs 1,300 of its employees at the Property [in Dubuque, Iowa?], then City shall grant and deliver sufficient tax rebates to Developer such that Employer's pro rata share of real estate taxes due and owing to Developer under the Lease shall remain at $.32 per square foot of Leased Premises (as such term is defined in the Lease).] 4 (2) To fund the Employer Economic Development Grants, City shall certify to the County prior to December 1 of each year, commencing December 1, 2009, its request for the available Employer Tax Increments resulting from the assessments imposed by the County as of January 1 of that year, to be collected by City as taxes are paid during the following fiscal year and which shall thereafter be disbursed to Employer (but only if Employer then leases the Property and/or the Minimum Improvements thereon), on November 1 and May 1 of that fiscal year. (Example: if City so certifies by December 1, 2009, the Employer Economic Development Grants in respect thereof would be paid to Employer on November 1, 2010, and May 1, 2011.) (3) The Employer Economic Development Grants shall be payable from and secured solely by the Employer Tax Increments paid to City that, upon receipt, shall be deposited and held in a special account created for such purpose and designated as the "Dubuque Building IBM TIF Account" of City. City hereby covenants and agrees to maintain its TIF ordinance in force during the term and to apply the incremental taxes collected in respect of the Property and the Employer Minimum Improvements and allocated to the Dubuque Building IBM TIF Account to pay the Employer Economic Development Grants, as and to the extent set forth in this Section 3. The Employer Economic Development Grants shall not be payable in any manner by other tax increments revenues or by general taxation or from any other City funds. City makes no representation with respect to the amounts that may be paid to Employer as the Economic Development Grants in any one year and under no circumstances shall City in any manner be liable to Employer so long as City timely applies the Employer Tax Increments actually collected to the Dubuque Building IBM TIF Account (regardless of the amounts thereof) for the payment of the Employer Economic Development Grants to Employer as and to the extent described in this Section 3.1. (4) City shall be free to use any and all tax increment revenues collected in respect of other properties within the Project Area, including the Property, or any available Employer Tax Increments resulting from the termination of the annual Employer Economic Development Grants under this Section 2.1, for any purpose for which such tax increment revenues may lawfully be used pursuant to the provisions of the Urban Renewal Law, and City shall have no obligations to Employer with respect to the use thereof. 2.2 Rehabilitation Loan. City hereby commits to provide, as described below, to Employer a $300,000 low interest forgivable loan (the "Forgivable Loan"). (1) The Forgivable Loan is for twenty years at 3% interest and is intended for renovation of the interior of the Building for use as commercial space. 5 Monthly interest only payments shall be required for the first sixty (60) months of the Forgivable Loan. Monthly principal and interest payments, amortized over an additional fifteen (15) year period, shall begin the sixty-first month of the Forgivable loan. (2) An amount of the Forgivable Loan equal to two thousand dollars ($2,000) shall be forgiven for each new full-time job or full-time equivalent as required by the Iowa Department of Economic Development for its incentive program. 2.3 Workforce Development Additional Staff. City agrees to provide to Greater Dubuque Development Corporation $125,000 per year for each of three years, the first such year commencing thirty days after approval of this Agreement by the City Council, to hire a staff person dedicated exclusively to assisting Employer with its workforce development, as further described in the attached Agreement Between the City of Dubuque, Iowa and Greater Dubuque Development Corporation, Exhibit B. 2.4 AccessDubugueJobs.com. Greater Dubuque Development Corporation shall provide Employer, at no charge or cost to Employer, five (5) years of membership to AccessDubuqueJobs.com in order to assist Employer in employee recruitment, as further described in the attached Agreement Between the City of Dubuque, Iowa and Greater Dubuque Development Corporation, Exhibit B. 2.5 Application for Grants and Tax Credits. Employer and City agree to cooperate with each other in applying for grants and tax credits to fund the Minimum Improvements and to retire the Minimum Improvements Loan, including, but not limited to, state and federal historic tax credits, New Market Tax Credits, and Iowa Department of Economic Development funding. [Please discuss] 2.6 Shuttle Service. City shall provide a free shuttle service for all Tenant employees who park in Port of Dubuque parking spaces or facilities to and from the Building on a first-come, first-served basis. The shuttle will run from 5:30 a.m. to 8:30 a.m. and from 3:00 p.m. to 6 p.m. Monday through Friday except holidays, which times may be adjusted by City based on Employer's needs; provided, however, such shuttle service shall not exceed six (6) hours per day [please discuss object of the proviso]. The parking facilities in the Port of Dubuque will have parking spaces available for general public, including Tenant's employees, parking. [discuss with IBM business team] 2.7 Parking. City intends to explore additional parking which will be available to the general public, including tenants of the Building inclusive of Employer, under similar terms and- conditions as other downtown public parking, and City and Employer agree to cooperate with each other in applying for grants and tax credits, including but not limited to United States Economic Development administration funding, to fund such parking. 6 SECTI®N 3. C®VENANTS ®F EMPL®YER A-N® ®EVEL®PER. 3.1 Job Creation. (1) Employer reasonably expects to create approximately 1,300 new full- time employment positions in Dubuque, Iowa prior to December 31, 2010 [IBM to verify date], and reasonably expects to maintain those jobs during the term of this Agreement. (2) For the positions that Employer fails to create and maintain for any year during the term of this Agreement, the semi-annual Employer Economic Development Grants to be made to Employer for such year under Section 2.1 shall be reduced by the percentage that the number of such positions bears to the total number of positions expected to be created and maintained (1,300 positions) by this Section 3.1 (for example, if Employer has 1,250 jobs, the semi-annual Employer Economic Development Grants would be 96.15% (1,250/1,300 employees) of the available Employer Tax Increment received by City). The reduction of the semi-annual Employer Economic Development Grants shall be City's sole remedy for the failure of Employer to meet the job creation requirements or expectations of this Agreement, including this subsection 3.1. 3.2 Certification. To assist City in monitoring the performance of Employer hereunder, Employer shall certify as of January 1, 2011, and January 1 of each year thereafter during the term of this Agreement, by an appropriate employee of Employer, to City in a form reasonably acceptable to City (a) the number of positions maintained by Employer during the prior year in Dubuque, Iowa, and (b) to the effect that such certifying employee 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, to the best of its knowledge, is not or was not in default in the fulfillment of any of the material terms and conditions of this Agreement and that no Event of Default is occurring or has occurred as of the date of such certificate or during such period, or if the certifying employee is actually aware of any Event of Default, said employee 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 February 1, 2011, and by February 1 of each year thereafter during the term of this Agreement; provided, however, in the event no such certificate shall have been delivered then the City shall send a written notice to Employer demanding such certificate, whereupon Employer shall have ten (10) days after is receipt of said notice to furnish City the certificate so demanded. 3.3 IBM Fund for Sustainable Dubuque. Developer has agreed in the Development Agreement to enter into a Donor Advised Permanent Endowment Fund Agreement to fund "The IBM Fund for Sustainable Dubuque" (the "Fund") at the Community Foundation of Greater Dubuque in the amount of ten per cent (10%) of the net 7 benefits to Developer of the New Market Tax Credits for the Minimum Improvements and upon the terms and conditions set forth in The Development Agreement. 3.5 Non-Discrimination. In carrying out the project, Employer shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, national origin, age or disability. 3.6 Conflict of Interest. As and to the extent required by applicable law, Employer 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 such person's tenure. In connection with this obligation, Employer shall have the right to rely upon the representations of any party with whom they do business and shall not be obligated to perform any further examination into such party's background. 3.7 Compliance with Laws. Employer shall comply with all laws, rules and regulations relating to its business, other than laws, rules and regulations for which the failure to comply with or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, financial or otherwise, of Employer. SECTION 4. EVENTS OF DEFAULT AND REMEDIES. 4.1 Events of Default Defined. The following shall be Events of Default under this Agreement and the term Event of Default shall mean, whenever it is used in this Agreement, any one or more of the following events: failure by Employer or City to substantially observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. 4.2 . Remedies on Default by Employer. Whenever any Event of Default referred to in Section 4.1 of this Agreement occurs and is continuing, City, as specified below, may take any one or more of the following actions after the giving of written notice by City to the defaulting party of the Event of Default, but only if the Event of Default has not been cured within sixty (60) days following such notice, or if the Event of Default cannot be cured within sixty (60) days and the defaulting party does not provide assurances to City that the Event of Default will be cured as soon as reasonably possible thereafter: (1) City may suspend its performance under this Agreement until it receives assurances from Employer, deemed reasonably adequate by City, 8 that Employer will cure its default and continue its performance under this Agreement; (2) City may take any action, including legal, equitable or administrative action, which may appear necessary or desirable to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. 4.3.1 No Remedy Exclusive. No remedy herein conferred upon or reserved to City or Employer 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, except as specifically otherwise provided in section 4.3.2 below. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. 4.3.2 Consequential Damages Waiver. Notwithstanding any provision in this Agreement (including paragraph 4.3.1, above) or principle of law or equity to the contrary, in no event shall either party hereto be liable to the other or third party under this Agreement for incidental damages, lost profits, lost savings, punitive, exemplary or any other consequential, special or indirect damages. This Section 4.3.2 shall survive the Termination Date or any earlier termination of this Agreement. 4.4 No Implied Waiver. In the event any agreement contained in this Agreement should be breached by either party hereto and thereafter waived by the other party herto, 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. 4.5 Remedies on Default by City. If City defaults in the performance of this Agreement, Employer may take any action, including legal, equitable or administrative action that may appear necessary or desirable to enforce performance and observance of any obligation, agreement, or covenant of City under this Agreement. Employer may suspend its performance under this Agreement until it receives assurances from City, deemed reasonably adequate by Employer, that City will cure its default and continue its performance under this Agreement. SECTION 5.. GENERAL TERMS AND PROVISIONS. 5.1 Notices and Demands. Whenever this Agreement requires or permits any notice or written request by one party to another, it shall be deemed to have been properly given if and when delivered in person or three (3) business days after 9 having been deposited in any U.S. Postal Service and sent by registered or certified mail, postage prepaid, or one (1) business day after deposit with a nationally recognized overnight courier, addressed as follows: If to Employer: International Business Machines Corporation With copy to: If to City: City of Dubuque City Manager 50 W. 13th Street Dubuque, Iowa 52001 With copy to: City of Dubuque City Attorney City Hall 50 W. 13t" Street Dubuque, IA 52001 or at such other address with respect to any party as that party may, from time to time designate in writing and forward to the other as provided in this Section. 5.2 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of City and Employer and their respective successors and assigns. This Agreement is solely for the benefit of the parties hereto and it is the intent of the parties hereto that no third party beneficiaries shall exist. [the GDCC agreement might be contrary to the TPB IBM comment. Thinking it through] 5.3 Termination Date. This Agreement and the rights and obligations of the parties hereunder shall terminate on December 31, 2031 (the Termination Date), unless sooner terminated due to 5.4 Execution By Facsimile. The parties agree that this Agreement may be transmitted between them by facsimile. The parties intend that the faxed signatures constitute original signatures and that a faxed Agreement containing the signatures (original or faxed) of all the parties is binding on the parties. 5.5 Memorandum of Development Agreement. City shall promptly record a Memorandum of this Agreement (the Memo) in the form attached hereto as Exhibit A in the office of the Recorder of Dubuque County, Iowa. City shall pay the costs for so recording. Promptly after receiving the actually-recorded-Memo, City shall furnish a photocopy thereof to Employer. 10 CITY OF DUBUQUE, 101n/A By: Roy D. Buol, Mayor By: Jeanne F. Schneider, City Clerk INTERNATIONAL BUSINESS MACHINES coRPORATION By: 11 List of Exhibits Exhibit A Memorandum of Incentive Agreement Exhibit B Agreement Between the City of Dubuque, Iowa and Greater Dubuque Development Corporation Exhibit C Donor Advised Permanent Fund Agreement: The IBM Endowed Fund for a Sustainable Dubuque EXHIBIT A MEMORANDUM OF INCENTIVE AGREEMENT Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 MEMORANDUM OF INCENTIVE AGREEMENT A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal corporation, of Dubuque, Iowa, and International Business Machines Corporation was made regarding the following described premises: A parcel of land marked "Public Square" on the United States Commissioners' Plat of the Survey of the Town of Dubuque, Iowa and numbered as Lots 141, 142, and 143a, on the various wall maps of the City of Dubuque, Iowa; and, City Lots 143, 144 and 145, in the City of Dubuque, Iowa, according to the plat thereof in Book of Plats 34, page 353, records of Dubuque County, Iowa, also described as follows: Part of the United: States Commissioners' Government Plat of the Original Town, now City, of Dubuque, in Dubuque County, Iowa, described as follows: Beginning at the southwesterly corner of Lot 141, originally designated as the southwesterly corner of the "Public Square", being also the intersection of the east line of Locust Street and the north line of West Seventh Street; thence North 22 degrees 30 minutes West along the east line of Locust Street to the northwesterly corner of Lot 145, being also the intersection of the east line of Locust Street and the southerly line of West Eighth Street; thence northeasterly along the northerly line of Lot 145 to the northeasterly corner of Lot 145, being also the intersection of the south line of West Eighth Street and the west line of the thirty foot alley East of Locust Street; thence southeasterly along the west line of said thirty foot alley to the southeasterly corner of Lot 141, originally designated as the southeasterly corner of the "Public Square", being also the intersection of the west line of the thirty foot alley and the north line of West Seventh Street; thence South 67 degrees 30 minutes West to the point of beginning, according to the Plat thereof recorded as Instrument No. 1798-77, records of Dubuque County, Iowa. The Development Agreement is dated for reference purposes the day of , 20_, and contains covenants, conditions, and restrictions concerning the sale and use of said premises. This Memorandum of Development Agreement is recorded for the purpose of constructive notice. In the event of any conflict between the provisions of this Memorandum and the Development Agreement itself, executed by the parties, the terms and provisions of the Development Agreement shall prevail. A complete counterpart of the Development Agreement, together with any amendments thereto, is in the possession of the City of Dubuque and may be examined at its offices as above provided. Dated this day of , 20_. CITY OF DUBUQUE, IOWA By: Roy D, Buol, Mayor By: Jeanne F. Schneider, City Clerk STATE OF IOWA DUBUQUE COUNTY ss: On this day of , 20_, before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Roy D. Buol and Jeanne F. Schneider, to me personally known, who being by me duly sworn did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to said instrument is the seal of said Municipal Corporation and that said instrument was signed and sealed on behalf of said Municipal corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public, State of Iowa EXHIBIT B AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND GREAT DUBUQUE DEVELOPMENT CORPORATION This Agreement, dated for reference purposes the day of , 2008, is made and entered into by and between the City of Dubuque, Iowa (City), and Greater Dubuque Development Corporation (GDDC). Whereas, City has entered into an Incentive Agreement (the Incentive Agreement) with International Business Machines Corporation (Employer); and Whereas, a condition of the Incentive Agreement is that City provide certain benefits to GDDC to allow GDDC to assist Employer with Employer's workforce development in Dubuque, Iowa. NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: 1. City agrees to provide to GDDC $125,000 per year for each of three years, the first such year commencing thirty days after approval of the Incentive Agreement by the City Council to hire a GDDC staff person who shall be dedicated exclusively to assisting Employer with its workforce development and such other activities as may be required by Employer. 2. GDDC shall provide, at no charge or cost to Employer, five (5) years of membership in AccessDubuqueJobs.com to Employer to assist Employer in employee recruitment. 3. This Agreement shall take effect upon approval of the Incentive Agreement by the City Council, and in the event that the Incentive Agreement is not approved by the City Council by ,this Agreement shall be null and void. CITY OF DUBUQUE, IOWA GREATER DUBUQUE DEVELOPMENT CORPORATION By: By: Rick Dickinson, Executive Director Roy D. Buol, Mayor By: Jeanne F. Schneider, City Clerk