Giese Manufacturing Company, Inc. - 1st Amendment to Development Agreement Copyrighted
December 18, 2017
City of Dubuque Consent Items # 19.
ITEM TITLE: Giese Manufacturing Company, Inc. - 1stAmendment to
Development Agreement
SUMMARY: City Manager recommending approval of the 1st
Amendment to the Giese Manufacturing Company, Inc.
Development Agreement that corrects the termination date
to July 1, 2019.
RESOLUTION Approving the First Amendment to the
DevelopmentAgreement between the Cityof Dubuque,
lowa and Giese Manufacturing Company, Inc.
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt
Resolution(s)
ATTACHMENTS:
Description Type
Giese Manufacturing Company 1stAmendmentto City Manager Memo
Development Agreement-NNM Memo
Staff Memo Staff Memo
Original De�lopmentAgreement Supporting Documentation
1stAmendmentto DA Partially Executed Supporting Documentation
Resolution of Approval Resolutions
THE CITY OF Dubuque
�
AIFA�erlwGh
UB E '�� III►
Masterpiece on the Mississippi Z°°'�w'2
7A13 2017
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Giese Manufacturing Company, Inc. — 1 S� Amendment to Development
Agreement
DATE: December 12, 2017
Economic Development Director Maurice Jones recommends City Council approval of
the 1 S� Amendment to the Giese Manufacturing Company, Inc. Development Agreement
in order to correct the termination date listed in Section 6.3. The termination date
should have been July 1 , 2019.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
�L;� 1��, ���,��
Mic ael C. Van Milligen �� �
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Teri Goodmann, Assistant City Manager
Cori Burbach, Assistant City Manager
Maurice Jones, Economic Development Director
Dubuque Economic Development Department
THE CITY OF .� 5o West 13�^Street
AIFMersality Dubuque,lowa 52001-4864
D� L E � � ��� � � Office(563)589-4393
TTY(563)690-6678
http://www.cityofd u buq ue.org
2007•2012
Masterpiece on the Mississippi �,3.Zo„
TO: Michael Van Milligen, City Manager
FROM: Maurice Jones, Economic Development Director
SUBJECT: Giese Manufacturing Company, Inc. — 15� Amendment to
Development Agreement
DATE: December 11 , 2017
INTRODUCTION
The purpose of this memorandum is to request City Council approval of a 1 S�
Amendment to the Giese Manufacturing Company, Inc. Development Agreement in
order to modify Section 6.3 to correct the Termination Date.
BACKGROUND
On July 17, 2006, the City of Dubuque entered into a Development Agreement with
Giese Manufacturing Company, Inc. for the expansion of its operations in Dubuque
Industrial Center West.
DISCUSSION
During current review of the Development Agreement, staff noted an incorrect
Termination Date listed in Section 6.3. In order to continue to carry out the semi-annual
economic development grants as contemplated in Section 3.2(1), that date will be
modified to July 1 , 2019.
RECOMMENDATION/ ACTION STEP
I recommend the Council approves the attached resolution, authorizing the Mayor to
sign the 1 S� Amendment.
RESOLUTION NO. 389-17
APPROVING THE FIRST AMENDMENT TO THE DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF DUBUQUE, IOWA AND GIESE MANUFACTURING
COMPANY, INC.
Whereas the City of Dubuque, Iowa (City) and Giese Manufacturing Company, Inc.
(Developer) entered into a Development Agreement dated for reference purposes the 17th
day of July 2006 for the expansion of the property at 7025 Chavenelle Road; and
Whereas City and Developer now desire to amend the Development Agreement
as set forth in the First Amendment to Development Agreement attached hereto.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. The City Council hereby approves the First Amendment to Development
Agreement.
Section 2. The Mayor is authorized and directed to sign the First Amendment to
Development Agreement on behalf of the City of Dubuque.
Passed, approved and adopted this 18th day of Decnber 2017.
hi 4---/
Roy D. Bol, Mayor
Attest:
Keen S. Firnstahl, City Clerk
FIRST AMENDMENT
TO
DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
GIESE MANUFACTURING COMPANY, INC.
his First Amendment to Development Agreement, dated for reference purposes
the / day of#74/, 2017, is made and entered into by and between the
City of Dubuque, Iowa (City) and Giese Manufacturing Company, Inc. (Developer).
Whereas, City and Giese Manufacturing Company, Inc. previously entered into a
Development Agreement dated the 17th of July, 2006 (the Development Agreement); and
Whereas, said Development Agreement provides for Economic Development
Grants through May 1, 2019; and
Whereas, Section 6.3 erroneously lists the Termination Date as July 1, 2016; and
Whereas, City and Developer have agreed to this First Amendment to the
Development Agreement to modify the Termination Date.
THEREFORE, in consideration of the mutual terms and covenants contained
herein, the parties agree as follows:
1. Section 6.3 of the Development Agreement is hereby amended to read as follows:
6.3 Termination Date. This Agreement and the rights and obligations of the
parties hereunder shall terminate on July 1, 2019.
2. Except as expressly amended in this First Amendment to the Development
Agreement, the terms of the Development Agreement will remain in full force and effect
as set forth in the Development Agreement.
[END OF AMENDMENT — SIGNATURE PAGE FOLLOWS]
CITY OF DUBUQUE, IOWA
By:
By:
Roy D. B,4b1, Mayor
vin S. Firnstahl, tity Clerk
2
GIESE MANUFACTURING COMPANY,
INC.
By: Ld
Its: \J Le_ V., -.¢_s•
T-
� DEVELOPMENT AGREEMENT
• BY AND AMONG
THE CITY OF DUBUQUE, IOWA,
GIESE PROPERTIES, LLC.
AND
GIESE MANUFACTURING COMPANY, INC.
�
I This Agreement, dated for reference purposes the,[�_ day , 2006,
by and among the City of Dubuque, lowa, a municipafity (City), established
pursuant to the lowa Code and acting under authorization of lowa Code Chapter
403, as amended (Urban Renewal Act), Giese Properties, LLC, an lowa limited
i liability company with its principal place of business at Dubuque, lowa (Developer)
and Giese Manufacturing Company, Inc., an lowa corporation with its principal
place of business in Dubuque, lowa (Employer).
WITNESSETH:
WHEREAS, in furtherance of the objectives of the Urban Renewal Act, City
has undertaken an Urban Renewa! project (the Project) to advance the
community's ongoing economic development efforts; and
i WHEREAS, the Project is located within the Dubuque Industrial Center
Economic Development District(the Project Area); and
� WHEREAS, as of the date of this Agreement there has been prepared and
approved by City an Urban Renewal Plan for the Project Area consisting of the
Urban Renewal Plan for the Dubuque Industrial Center Economic Development
District, approved by the City Council of City on May 2, 1988, and as subsequently
amended through and including the date hereof, (as amended, attached hereto as
Exhibit A) (the Urban Renewal Pian); and
WHEREAS, a copy of the Urban Renewal Plan, as consti#uted 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, lowa; and
WHEREAS, Employer has determined that it requires an expanded
manufacturing facility to maintain and expand its operations and employment in the
Project Area; and
WHEREAS, Developer and Employer have entered into an agreement for
the construction of a manufacturing facility; and
WHEREAS, Developer has requssted that City sell to Developer 1.83'!
acres, identified on Exhibit B, attached, in the City of Dubuque, Dubuque County,
lowa, together with all easements, tenements,� hereditaments, and ap�urtenances
. belonging thereto (the Property)(the parties agree to amend Exhibit B upon
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determination of the exact location and extent of the Property and legal
� • description), so that Developer may develop the Property, located in the Project
Area for the expansion of a manufacturing facility and thereafter lease such
� property to Employer for use and occupancy with appurtenant uses which City has
determined and represented to Deveioper and Employer is in accordance with the
uses specified in the Urban Renewal Plan and in accordance with this Agreement;
and
WHEREAS, City believes that the development of the Property pursuant to
this Agreement, and the ful�llment generally of this Agreement, are in the vitai and
best interests of C'rty and in accord with the public purposes and provisions of the
applicable federal, state and local laws and the requirements under which the
Project has been undertaken and is being assisted.
NOW THEREFORE, in consideration of the premises and the mutual
obligations of the parties hereto, each of them does hereby covenant and agree
with the other as follows:
SECTION 1. CONVEYANCE OF PROPERTY TO DEVELOPER
1.1 Purchase Price. The purchase price for the Property (the Purchase Price)
sha(I be the sum of One Hundred 7hirty-six TF�ousand, Forty and 50/100 Dollars
I ($136,040.50) (seventy-eight thousand, five hundred Dollars ($78,500.00) per
. usable acre for 1.733 net usable acres) with a total acquisition of 1.831 acres,
which shall be due and payable by Developer in immediately available funds in
favor of City, on or before August 15, 2006, or on such other date as the parties
i may mutually agree (the Closing Date).
1.2 Title to Be Delivered. City agrees to convey good and marketable fee simple
title in the Property to Developer subject only to easements, restrictions, conditions
and covenants of record as of the Closing 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 5.3, below:
(1) City, at its sole cost and expense, shall deliver to Developer an
abstract of title to the Property continued through the date of this Agreement
reflecting merchantable title in City in conformity with this Agreement and
appiicable state law. The abstract shall be deiivered together with fuli copies
of any and all encumbrances and matters of record applicable to the
Property, and such abstract shall become the property of Developer when
the Purchase Price is paid in fuA in the aforesaid manner.
(2) Developer shall have until time of the Closing Date to render
objections to title, including any easements or other encumbrances not
satisfactory to Developer, in writing to City. Developer agrees, however, to
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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 shal! be deemed to limit Developer's
or Employer'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 shalt promptiy
exercise its best efforts to have such title objections removed or satisfied and
shall advise Developer of intended action within ten (10) days of such action.
If City shall fail to have such objections removed as of the Ctosing Date, 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 retumed to Developer with interest, or (b) take title
subject to such objections. City agrees to use its best reasonable efforts to
promptly satisfy any such objections.
1.3 Riqhts of lnspection. Testina and Review. Developer and/or Employer, their
counsel, accountants, agents and other representatives, shall have full and
continuing access to the Property and all parts thereof, upon reasonable notice to
City. Developer and/or Employer and their 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, but not limited to, inspecting,
surveying, engineering, test boring, and performing environmental tests, provided
� that Developer and Employer shall hold City harmless and fully indemnify City
against any damage, claim, liability or cause of action arising from or caused by the
actions of Developer or Employer, their agents, or representatives upon the
Property (except for any damage, claim, liability or cause of action arising from
conditions existing prior to any such entry upon the Property), and shall have the
further right to make such inquiries of govemmental agencies and utility companies,
etc. and to make such feasibility studies and analyses as they consider appropriate.
1.4 ReQresentations and Warranties of Cifir. !n order to induce Developer and
Employer to enter into this Agreement and purchase the Property, City hereby
represents and warrants to Developer and to Employer that:
(1) There is no action, suit or proceeding pending, or to the best of Cit�r's
knowledge, threatened against City which might result in any adverse
change in the Property being conveyed or the possession, use or enjoyment
thereof by Developer or Employer, including, but not limited to, any action in
condemnation, eminent domain or public taking.
(2) No ordinance or hearing is now or before any local govemmental
body that either contemplates or authorizes any public improvements or
special tax levies, the cost of which may be assessed against the Property.
� To the best of City's knowledge, there are no plans or efforts by any
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government agency to widen, modify, or re-align any street or highway
� providing access to the Property and there are no pending or intended public
improvements or special assessments affecting the Property which will result
in any charge or lien be levied or assessed against the Property.
(3) All leases, contracts, licenses, and permits between City and third
parties in connection with the maintenance, use, and operation of the
Property have been provided to Developer and City has provided true and
correct copies of all such documents to Developer.
(4) City has good and marketable fee simple title interest in the Property.
(5) The Property has a permanent right of ingress or egress to a public
roadway for the use and enjoyment of the Property.
(6) There are no notices, orders, suits, judgments or other proceedings
relating to fire, building, zoning, air pollution, health violations or other
matters that have not been corrected. City has notified Developer and
Employer in writing of any past notices, orders, suits, judgments or other
proceedings relating to fire, building, zoning, air pollution or health violations
as they �elate to the Property of which it has actual notice. The Property is in
material compliance with all applicable zoning, fire, building, and health
statutes, ordinances, and regulations. The Property is currently zoned PUD
• and Employer's intended use of the Property as an industria! facility is a
permitted use in such zoning classification.
(7) Payment has been made for all labor or materials that have been
fumished to the Property or wiil be made prior to the Closing Date so that no
iien for labor performed or materials fumished can be asserted against the
Property.
(8) The Property will, as of the Closing Date, be free and clear of all liens,
security interests, and encumbrances.
(9) The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated by this Agreement do not
and shall not result in any material breach of any terms or conditions of any
mortgage, bond, indenture, agreement, contract, license, or other instrument
or obligation to which City is a party or by which either the C'ity or the
Property being conveyed are bound, nor shall the execution, delivery and
performance of this Agreement violate any statute, regulation,judgment, writ,
injunction or decree of any court threatened or entered in a proceeding or
action in which City may be bound or to which either C'ity or the Property
being conveyed may be subject.
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(10) City has duly obtained all necessary approvals and consents for its ,
• execution, delivery and performance of this Agreement, and has full power i
and authority to execute, deliver and perForm its obligations under this
Agreement. City's attomey shall issue a legal opinion to Developer and
Employer at time of closing confirming the representation contained herein, �
in the form attached hereto as Exhibit C.
(11) The Property is free and clear of any occupants, and no party has a
lease to or other occupancy or contract right in the Property that shall in any '
� way be binding upon the Property, Developer or Employer. ',
(12) City represents and warrants that any fees or other compensation
� which may be owed to a broker engaged directly or indirectly by City in
connection with the purchase and sale contemplated in this Agreement are
the sole responsibility and obligation of City and that City will indemnify
Developer and Employer and hold Developer and Employer harmless from '�
any and all claims asserted by any broker engaged directly or indirectly by
I City for any fees or other compensation related to the subject matter of this
� Agreement.
I
I (13) City shall exercise its best efforts to assist Developer and Employer in �
the development process. �,
, • (14) City shall exercise its best efforts to resolve any disputes arising
during the development process in a reasonable and prompt fashion.
(15) With respect to the period during which City has owned or occupied �
the Property, and to City's knowledge after reasonable investigation wi#h ,,
respect to the time before City owned or occupied the Property, no person or
entity has caused or permitted materials to be stored, deposited, treated,
recycled, or disposed of on, under or a# the Property, which materials, if �
known to be present, would require cleanup, remova( or some other remedial
action under environmenta( laws. �,'
(16) AIf city utilities necessary for the development and use of the Property �
as an industrial manufacturing facitity adjoin the Property and Developer '
shail have the right to connect to said utilities, subject to City's connection
fees.
(17) The representations and warranties contained in this article shall be
correct in all respects on and as of the Closing Date with the same force and �,'
effect as if such representations and warranties had been made on and as of
the Closing Date. �,
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1.5 Conditions to Closina. 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: �
(1) The representations and warranties made by City in Section 1.4 shall '
be correct as of the Closing Date with the same force and effect as if such ;
representations were made at such time. At the closing, City shall deliver a ;
i certificate to that effect in the form of Exhibit I.
� �
(2) Title to the Property shall be in the condition warranted in Section 1.4. �
(3) Employer, in its sole and absolute discretion, having approved of any
improvements by Developer hereunder. ,
(4) Subject to Employer's written approval, Developer having obtained
, any and all necessary govemmental approvals, includirzg withoeat limitations ;
approval of zoning, subdivision or platting which might be necessary or !
desirable in connection with the sale, transfer and development of the j
Property. Any conditions imposed as a part of the zoning, platting or ;
subdivision must be satisfactory to Developer and Employer respectively, in i
their 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 shatl bear no expense in connection
� � therewith. In connection therewith, the City agrees (a) to review ait of !
iDeveioper's pians and specifications for the project and to either reject or
, approve the same in a prompt and timety fashion; (b) to issue a written
notification to Developer, foilowing City's approvai of same, indicating that �
the City has approved such plans and specifications, and that the same are �
in compliance with the Urban Renewat 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 refy 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 or Employer, and the construction, use and ''
occupancy of the project with the intent and understanding that Developer,
Employer, and their respective lenders and attomeys 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 and Employer to ,
streamline and facilitate the obtaining of such permits, approvals and �
consents.
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' (5) City, having given all required notices to or obtaining prior approval,
• consent or permission of any federal, state, municipai or locai governmentai
agency, body, board or official to the sale of the Property; and
consummation of the closing by City shall be deemed a reQresentation and
warcanty that it has obtained the same.
, (6) Developer and City shall be in material compliance with all the terms
and provisions of this Agreement.
(7) Developer shall have fumished City with evidence, in a farm
satisfactory to City (such as a letter of commitment from a bank or other
lending institution), that Developer has firm financial commitments in an
amount sufficient, together with equity commitments, to complete the
I Minimum Improvements (as defined herein) in conformance with the
Construction Plans (as defined herein), or City shall have received such
, other evidence of Developer's financial ability as the reasonable judgment of
the City requires.
� (8) Execution of a purchase agreement for the Property between
Developer and Employer.
(9) Receipt of an opinion of counsei ta Developer in the form attached
hereto as Exhibit D.
• (10) Receipt of an opinion of counsel to Employer in the form attached
� hereto as Exhibit E.
�
(11) Developer and Employer shall have the right to terminate this
Agreement at anytime prior to the consummation of the closing on the
Closing Date if either Developer or Employer determines in its sole discretion
that conditions necessary for the successfui compietion of the Project
contemplated herein have not been satisfied in either 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 Closin . The closing of the purchase and sale shall take place on the
Closing Date. Exclusive possession of the Property shal! be delivered on the
Closing Date, in its current condition and in compliance with this Agreement,
inciuding City's representations and warranties regarding the same. Consummation
of the closing shall be deemed an agreement of the parties to this Agreement that
the conditions of closing have been satisfied or waived.
1.7 Citv's Obliqations at Closina. At or prior to the Closing Date, City shall:
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(1) Deliver to Devefoper City's duly recordable Speciai Warranty Deed to
, the Property (in the form attached hereto as Exhibit F (Deed) and
appropriate resolutions of the City Council conveying to Developer
' marketable fee simple title to the Property and all rights appurtenant thereto,
subject only to easements, restrictions, conditions and covenants of record
as of the date hereof and not objected to by Developer as set forth in this
Agreement, and to the conditions subsequent set forth in Section 5.3 below.
' (2) Deliver fo Developer the Abstract of Titie to the Property.
(3) Deliver to Developer such other documents as may be required by
this Agreement, all in a form satisfactory to Developer.
' 1.8 Delivery of Purchase Price: Obl9ations At Closing. At closing, and subject
to the terms, conditions, and provisions hereof and the performance by City of its
obligations as set forth herein, Developer shall pay the Purchase Price to City
pursuant to Section 1.1 hereof, but subject to Developer receiving an offsetting
�
credit pursuant to Section 3.1 below.
1.9 Closing Costs. The following costs and expenses shall be paid in connection
with the closing:
(1) City shall pay:
� (a) The transfer fee, if any, imposed on the conveyance.
(b) A pro-rata portion of all taxes, if any, as provided in Section
1.10.
(c) All special assessments, if any, whether levied, pending or
assessed.
(d) City's attomey's fees, if any.
(e) City's broker and/or rea) estate commissions and fees, if any.
(fl The cost of recording the satisfaction of any exis#ing mortgage
and any other document necessary to make title maricetable.
(2) Developer shall pay the following costs in connection with the closing:
(a) The recording fee necessary to record the Deed.
(b) Developer's attomey's fees.
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(c) Developer's broker and/or reat estate commissions and fees, if
* any.
� (d) A pro-rata portion of all taxes as provided in Section 1.1 Q.
1.10 Real Estate Taxes. City shall pay all real estate taxes for all fiscal years that
end prior to the Closing Date. Rea! estate taxes for the fiscal year in which the
Closing Date occurs shall be prorated between City and Developer to the 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 the Property sha(I be based upon such taxes for the year cuRent(y
payable.
SECTION 2. DEVELOPMENT ACTIVITIES
2.1 ReQuired Minimum Imarovements. City acknowiedges that Developer is
building a manufacturing facility on the Property for Employer. Specifically,
� Developer is charged with constructing the building and certain intemal systems
thereto, and with finishing the building including, without limitation, all interior
improvements (the Minimum Improvements); all as more particularly depicted and
described on the plans and specifications to be deiivered to and approved by City
as contemplated in this Agreement. Developer hereby agrees to construct on the
Property a manufacturing facility of not less than eighteen thousand (18,000)
• square feet of floor space along with necessary site work as contemplated in this
Agreement at a cost of approximately $750,000.
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 (the Construction Plans) shall be in conformity with the
Urban Renewal Plan, this Agreement, and all applicable state and local laws and
regulations, including but not limited to any covenants, conditions, restrictions,
reservations, easements, liens and charges, applicable to the Property, in the
records of Dubuque County, lowa. 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 woric with
respect to the Minimum Improvements shall be in substantial conformity with the
Construction Plans approved by City.
2.3 Timin4 of Improvements. Developer hereby agrees that construction of
Minimum Improvements on the Property shall be commenced within three (3)
months after the Closing Date, and shall be substantially completed by June 30,
2007. 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 s#rikes,
other iabor troubles, unusual shortages of materiais or labor, unusuaily severe or
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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
' delays. The time for performance of such obligations shall be extended only for the
period of such delay.
Employer acknowledges that .362 acres of the Property is intended as an
expansion area. If such expansion area is not developed within ten years from the
date of this Agreement with improvement consistent with the Minimum
Improvements, Employer shall pay to City within thirty days of such date the
Acquisition Grant for such part of the expansion area not so improved ($39,250.00
x number of acres not so improved). Such ten-year period shall begin to run on the
date of the latest improvement to the Property which is consistent with the Minimum
Improvements.
2.4 Certificate of Completion. Promptly following the request of Developer upon
completion of the Minimum Improvements, City shall fumish Developer with an
appropriate instrument so certifying. Such certification (the Certificate of
Completion) shall be in recordable form and shall be a conclusive determination of
the satisfaction and termination of the agreements and covenants in this
Agreement and in the Deed with respect to the obligations of Developer to
construct Minimum Improvements. The Certificate of Completion shall waive all
. rights of re-vestment of title in City as provided in Section 5.3, and the Certificate of
Completion shall so state.
2.5 Developer's Lender's Cure Rights. The parties agree that, if Developer shall
fail to complete the Minimum Improvements as required by this Agreement such
that re-vestment of title may occur (or such that the City would have the option of
exercising its re-vestment rights), then Developer's lender or Employer shaU have
� the right, but not the obligation, to complete such Minimum Improvements. ,
SECTION 3. CITY PARTICIPATION
3.1 AcQuisition Grant to Develoaer. For and in consideration of Developer's
obligations hereunder to construct the Minimum lmprovements, 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 Sixty eight
Thousand, Twenty and 00/100 Dollars ($68,020) (thirty-nine thousand finro hundred
and fifty Dollars ($39,250.00 per acre x 1.733 usable acres). The parties agree that
the Acquisition Grant shall be payable in the form of a credit favoring Developer at
time of Closing with the effect of directly offsetting a portion of the purchase price
obligation of Developer.
3.2 Economic Development Grant to Developer.
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�; . (1) For and in consideration of Developer's obligations hereunder, and in
furtherance of the goals and objectives of the urban renewal plan for the
Project Area and the Urban Renewal Law, City agrees, subject to Developer
being and remaining in compliance with the terms of this Agreement, to
make twenty (20) consecutive semi-annual payments (such payments being
referred to coiiectively as the Economic Development Grants) to the
Developer 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
November 1, 2014 May 4, 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
pursuant to lowa Code Section 403.9 of the Urban Renewal Law, in amounts
� equal to the actual amount of tax increment revenues paid by Developer and
collected by City under lowa Code Section 403.19 (without regard to any
� averaging that may otherwise be utilized under lowa Code Section 403.19
and excluding any interest that may accrue thereon prior to payment to
Developer) during the preceding six-month period in respect of the Minimum
� Improvements constructed by Developer(the Developer Tax increments).
Developer recognizes and agrees that the Economic Development Grants
shall be paid solely and only from the incremental taxes collected by City in
respect to the Minimum Improvements, which does not inciude property
taxes collected for the payment of bonds and interest of each taxing district,
and taxes for the regular and voter-approved physical plant and equipment
levy, and any other portion required to be excluded by lowa law, and thus
such incremental taxes will not include all amounts paid by Developer as
regular property taxes.
(2) To fund the Economic Development Grants, City shall certify to the
County prior to December 1 of each year, commencing December 1, 2008,
its request for the available Developer Tax Increments resulting from the
assessments imposed by the County as of January 1 of the foilowing year, to
be collected by City as taxes are paid during the following fiscal year and
which shall thereafter be disbursed to the Developer on November 1 and
May 1 of that fisca! year. (Example: if City so certifies by December, 2008,
� 11
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the Economic Development Grants in respect thereof would be paid to the
• Developer on November 1, 2009, and May 1, 2010.
(3) The Economic Development Grants shail be payable from and
secured sotely and only by the Developer Tax Increments paid to City that,
upon receipt, shall be deposited and held in a special account created for
such purpose and designated as the Giese II T!F Account of City. 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 Giese II TIF Account to pay the
Economic Development Grants, as and to the extent set forth in Section
3.2(1) hereof. The Economic Development Grants shall not be payable in
any manner by other tax increments revenues or by general taxation or from
any other City funds. City makes no rep�esentation with respect to the
amounts that may be paid to Developer as the Economic Development
Grants in any one year and under no circumstances shall City in any manner
be liable to Developer so long as City timely applies the Developer Tax
Increments actually collected and held in ihe Giese II TIF Account
(regardless of the amounts thereofl to the payment of the Economic
Development Grants to Developer as and to the extent described in this
Section.
(4) City shall be free to use any and all tax increment revenues collected
� in respect of other properties within the Project Area, or any available
Developer Tax (ncrements 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 City shap have no obligations to
Developer with respect to the use thereof.
SECTION 4. COVENANTS OF EMPLOYER
4.1 Job Creation. Employer shall create fifteen (15) additional full-time (2080
hours per year) jobs at its manufacturing facility located in the Dubuque Industria!
Center West (DICW) within three (3) years from June 15, 2006, and shaN maintain
those jobs during the Term of this Agreement. It is agreed by the parties that
Employer's base employment at DICW, as of June 15, 2006, is fifty-finro (52)
employees and Employer shall maintain those jobs during the Term of this
Agreement. In the event that the certificate provided to City under Section 4.2
hereof on July 1, 2019, discloses that Employer does not as of that date have at
least fifteen (15) additional full-time employees as provided hereinabove, Employer
shall pay to City, promptly upon written demand therefore, an amount equal to
$1,015.00 per job not created ($68,020 divided by 67 employees). In addition, for
the positions that Employer fails to create and maintain for any year during the
Term of this Agreement, the semi-annual Economic Development Grants for such
� 12
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year under Section 3.2 shalt be reduced by the percentage that the number of such
� positions bears to the totai number of positions required to be created and
maintained by this Section 4.1. For example, if Developer has 52 current
employees and is required to create 15 additional positions but Employer only has
60 employees on July 1, 2012, the Ecanomic Development Grant that will be paid
to Developer would be 89.55% (60/67 emplayees) of the Economic Development
Grant provided in Section 3.2.
4.2 Certification. To assist City in monitoring the performance of Employer
hereunder, three (3) years from the date of this Agreement, and again each year
thereafter during the term of this Agreement, a duly authorized officer of Employer
shall certify to City (a) the number of full time 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 certifrcate, and during the preceding twetve
(12) months, Employer is not or was not in defar�lt 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 shaN be provided not later than July 1, 2009, and
on July 1 of each year thereafter during the term of this Agreement
� 4.3 Books and Records. During the term of this Agreement, Developer and
Employer shaN keep at all times proper books of record and account in which full,
true and coRect entries will be made of ait dealings and transactions of or in relation
to the business and affairs of Developer and Employer in accordance with generally
accepted accounting principles consistently applied throughout the period involved,
and Developer and Employer shall provide reasonable protection against loss or
damage to such books of record and account.
4.4 Real Propertv Taxes. From and after the Closing Date, Developer or
Employer shall pay or cause to be paid, when due, all real property taxes and
assessments payable with respect to all and any parts of the Property unless
Developer's obiigations have been assumed by another person pursuant to the
provisions of this Agreement.
4.5 No Other Exemptions. During the term of this Agreement, Developer and
Employer agree not to apply for any other state or local property tax exempfions
which are available with respect to the Development Property o� the Minimum
Improvements located thereon that may now be, or hereafter become, available
under state law or city ordinance during the term of this Agreement, inctuding those
that arise under lowa Code Chapters 404 and 427, as amended.
� 13
4.6 Insurance Requirements.
� {1) Developer shall provide and maintain or cause to be maintained at all
times during the process of constructing the Minimum Improvements (and,
from time to time at the request of City, furnish City with proof of insurance in
the form of a certificate of insurance for each insurance policy):
(a) All risk builder's risk insurance, written on a Completed Value
Form in an amount equal to one hundred percent (100%) of the
replacement value when construction is completed;
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(b) Insurance as set forth in the attached Insurance Schedule.
(2) Upon completion of construction of the Minimum Improvemen#s and
up to the Termination Date, Developer shal! maintain, or cause to be
maintained at its cost and ex ense and from time to time at the re ues f
, to
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City shall fumish proof of insurance in the form of a certifieate 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" shail
� � mean the actual replacement cost of the Minimum
tmprovements (excluding foundation and excavation costs and
costs of underground flues, pipes, drains and ather uninsurable
items) and equipment, and shall be reasonabiy determined
from time to time at the request of City, but not more frequently
than once every three (3) years.
(3) Developer shatl noti�y City immediateiy in the case of damage
exceeding $500,000.00 in amount to, or destruction of, the Minimum
Improvements or any portion thereof resulting from fire or other casualty. Net
proceeds of any such insurance (Net Proceeds), shall be paid directly to
Developer as its interests may appear, and Developer shali forthwith repair,
reconstruct and restore the Minimum Improvements to substantially the
same or an improved condition or va(ue as they existed prior to the event
causing such damage and, to the extent necessary to accomplish such
repair, reconstn�ction and restoration, Developer shall apply the Net
Proceeds of any insurance relating to such damage received by Developer
to the payment or reimbursement of the costs thereof, subject, however, to
the terms of any mortgage encumbering title to the Property (as its interests
may appear). Developer shall complete the repair, reconstruction and
restoration of Minimum Improvements whether or not the Net Proceeds of
insurance received by Developer for such Purposes are sufficient.
� 14
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� 4.7 Preservation of Property. During the term of this Agreement, Developer shall
maintain, preserve and keep, or cause others to maintain, preserve and keep, the
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, shaU be deemed to
aiter any agreements between Developer or any other party including, without
limitation, any agreements between the parties regarding the care and maintenance
of the Property.
4.8 Non-Discrimination. In carrying out the project, Developer shall not
discriminate against any employee or applicant for employment because of race,
religion, color, sex, sexual orientation, national origin, age or disability.
4.9 Conflict of Interest. Developer agrees that no member, officer or employee
of City, or its designees or agents, nor any consultant or member of the goveming
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, Deve(oper shatl 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.
4.10 Non-Transferabilitv. Until such time as the Minimum Improvements are
complete (as certified by City under Section 2.4), this Agreement may not be
assigned by Developer nor may the Property be transferred by Developer to
another party without the prior written consent of City, which shall not be
unreasonably withheld. Thereafter, Deveioper shall have the right to assign this
Agreement and upon assumption of the Agreement by the assignee, Deveioper
shall no longer be responsible for its obligations under this Agreement.
Notwithstanding the foregoing, City acknowledges that Giese Properties i�tends to
transfer the Property to Giese Manufacturing and City hereby consents to such
transfer.
4.11 Restrictions on Use. Developer agrees for itself, and its successors and
assigns, and every successor in interest to the Property or any part thereof that
they, and their respective successors and assigns, shatl:
(1) Devote the Property to, and only to and in accordance with, the uses
specified in the Urban Renewal Plan (and City represents and agrees that
use of the Property as an industrial manufacturing center is in fuA
� 15
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compliance with the Urban Renewal Plan) (however, Developer shal! not
� have any liability to City to the extent that a successor in interest shall breach
this covenant and City shall seek enforcement of this covenant directly
against the party in breach of same); and
� (2) Not discriminate upon the basis of race, religion, color, sex, sexual
orientation, national origin, age or disability in the sale, lease, rental, use or
occupancy of the Property or any improvements erected or to be erected
thereon, or any part thereof (however, Developer shall not have any (iabi(ity
to City to the extent that a successor in interest shall breach this covenant
and City shall seek enforcement of this covenant directly against the party in
breach of same).
� 4.12 Release and Indemnification Covenants.
(1) Developer releases City and the goveming body members, o�cers,
agents, servants and employees thereof (hereinafter, for purposes of this
Section, the tndemnified Parties) from, covenants and agrees that the
Indemnified Parties shall not be liable for, and agree to indemnify, defend
and hold harmless the Indemnified Parties against, any loss or damage to
property or any injury to or death of any person occurring at or about or
resulting from any defect in the Minimum Improvements.
• (2) Except for any gross negligence, willful misrepresentation or any
willful or wanton misconduct or any unlawful act of the Indemnified Parties,
' Developer agrees to protect and defend the Indemnified Parties, now or
forever, and further agrees to hold the Indemnified Parties harmless, from
any claim, demand, suit, action or other proceedings whatsoever by any
person or entity whatsoever arising or purportedly arising from (1) any
violation of any agreement or condition of this Agreement (except with
respect to any suit, action, demand or other proceeding brought by
. Developer against City based on an aNeged breach of any representation,
warranty or covenant of City under this Agreemen# and/or to enforce its
rights under this Agreement); or (2) the acquisition, construction, installation,
ownership, and operation of the Minimum Improvements; or (3) the condition
of the Property and any hazardous substance or environmentai
contamination located in or on the Property, occurring after Developer takes
possession of the Property.
(3) The Indemnified Parties shall not be liabie to Developer or Employer
for any damage or injury to the persons or property of Developer or
Employer or their officers, agents, servants or emptoyees or any other
person who may be on, in or about the Minimum Improvements due to any
act of negligence of any person, other than any act of negligence on the part
of any such Indemnified Party or its o�cers, agents, servants or employees.
� 16
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� (4) All covenants, stipulations, promises, agreements and obligations of
City contained herein shall be deemed to be the covenants, stipulations,
j promises, agreements and obligations of City, and not of any goveming body
I member, officer, agent, servant or employee of City in their individual
' capacity thereof.
(5) The provisions of this Section shall survive the termination of this
Agreement.
4.93 Compliance with Laws. Developer and Employer shal! comply with all laws,
rules and regulations relating to its businesses, other than laws, rules and
, regulations for which the failure to comply with or the sanctions and penalties
resulting therefrom, would not have a material adverse effect on the business,
property, operations, financial or otherwise, of Developer or Employer.
� SECTION 5. EVENTS OF DEFAULT AND REMEDIES
5.1 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
I this Agreement, any one or more of the following events:
(1) Failure by Developer or Employer to pay or cause to be paid, before
• delinquency, all real property taxes assessed with respect to the Minimum
Improvements and the Property. After the issuance of the Certificate of
Completion, however, such event shall not entitle City to the remedy
provided in Section 5.3.
(2) Failure by Developer to cause the construction of the Minimum
Improvements to be commenced and completed pursuant to the terms,
conditions and limitations of this Agreement.
(3) Transfer of any interest by Developer of the Minimum Improverr�ents
in violation of the provisions of this Agreement prior to the issuance of the
final Certificate of Completion.
(4) Failure by Developer or Employer or City to substantially observe or
perform any other material covenant, condition, obligation or agreement on
its part to be observed or performed under this Agreement.
(5) Failure by Developer or Employer to substantially observe, perform or
otherwise comply with any applicable zoning ordinance or regulation or any
applicable restrictive covenant.
� 17
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5.2 Remedies on Default bv Developer. Whenever any Event of Default referred
to in Section 5.1 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 Event of Default cannot be
; cured within sixty (60) days and Developer or Employer does not provide
! assurances to City that the Event of Defautt will be cured as soon as reasonably
possible thereafter.
(1) City may suspend its performance under this Agreement until it
receives assurances from 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 Date, City may cancel and rescind this Agreement;
(3} City shall be entitled to recover from Developer the sum of all
amounts expended by City in connection with the funding of the Acquisition
Grant to Developer, and City may take any action, including any legal action
it deems necessary, to recover such amounts from the defaulting party;
. (4� City may withhold the Certificate of Completion; or
I (5) City may take any action, including legal, equitable or administrative
action, which may appear necessary or desirable to collect any payments
' due under this Agreement or to enforce performance and observance of any
obligation, agreement, or covenant under this Agreement.
5.3 Re-vesting TitlE in Citv Upon Haapening of Event Subseauent to
Convevance to Deveioper. In the event that, subsequent to conveyance of the
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
institution to fund the acquisition of Property or construction of the Minimum
Improvements (First Mortgage), an Event of Default under Section 5.1 of this
Agreement occurs and is not cured within the times specified in Section 5.2, then
City shall have the right to re-enter and take possession of the Property and any
portion of the Minimum Improvements thereon and to terminate (and re-vest in City
pursuant to the provisions of this Section 5.3 subject only to any superior rights in
any holder of the First Mortgage) the estate conveyed by City to Developer, it being
the intent of this provision, together with other provisions of this Agreement, that the
conveyance of the Property to Qeveloper shall be made upon tMe condition that
(and the Deed shall contain a condition subsequent to the effect that}, in the event
� 18
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� � of default under Section 5.1 on the part of Developer and failure on the part of
II
Developer or Employer 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 titie and aii 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 Sectio� 5.3 of this
Agreement), but only if the events stated in Section 5.1 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 or Employer do not provide assurance to City,
, reasonably satisfactory to City, that the events will be cured as soon as reasonably
possible. Nofinrithstar�ding the foregoing, however, City agrees to execute a
Subordination Agreement in favor of Develope�'s first mortgage lender, in a form
reasonably acceptable to City and to Develope►'s first mortgage lender.
I
5.4 Resale of Reacauired Propertv: Disposition of Proceeds. Upon the re-
vesting in City of title to the Property as provided in Section 5.3 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 g�anted to any holder of a First
� Mortgage, to resetl the 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 the
Minimum Improvements or such other improvements in their stead as shall be
satisfactory to City and in accordance with the uses specified for such the 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
the Property the proceeds thereof shal! be applied:
(1) First, to pay and discharge the First Mortgage;
(2) Second, to pay the principal and interest on mortgage(s) created on
the 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, inctuding 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 the Property or part thereof (but
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• less any income derived by City from the Property or part thereof in
connection with such management); any payments made or necessary#o be
made to discharge any encumbrances or liens (except for mortgage(s)
previously acquiesced in by the City) existing on the Property or part thereof
at the time of re-vesting of title thereto in City or to discharge or prevent from
. attaching or being 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 the Minimum
Improvements or any part thereof on the 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 the Property and the cash actually
invested by such party in making any of the Minimum Improvements on the
Property, less (2) any gains or income withdrawn or made by Developer from
this Agreement or the Property.
5.5 No Remedv 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
h remed shall be cumulative and shail be in additi n
every suc y o to every other
� remedy given under this Agreement or now or hereafter existing at law or in equity
or by statute. No delay or omission to exercise any right or power accruing upon
any default shall impair any such right or power or shall be construed to be a waiver
' thereof, but any such right and power may be exercised from time to time and as
often as may be deemed expedient.
5.6 No Implied Waiver. In the event any agreement contained in this Agreement
should be breached by any party and thereafter waived by any other party, such
waiver shall be limited to the particular breach so waived and shall not be deemed
to waive any other concurrent, previous or subsequent breach hereunder.
5.7 Agreement to Pav Attomeys' Fees and Exaenses. 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 attomeys' fees and costs of litigation from the other party. Such
fees and costs of litigation may be set by the court in the tria! of such action or by
the arbitrator, as the case may be, or may be enforced in a separate action brought
for that purpose. Such fees and costs of litigation shall be in addition to any other
relief that may be awarded.
5.8 Remedies on Default bv Citv. If City defaults in the performance of this
Agreement, Developer or Employer may take any action, including legal, equitable
• or administrative action that may appear necessary or desirable to collect any
20
payments due under this Agreement, to recover expenses of Developer or
� Employer, or to enforce performance and observance of any obligation, agreement,
or covenant of City under this Agreement. Developer may suspend their
performance under this Agreement until they receive assurances from City,
deemed adequate by Developer or Employer, that City will cure its default and
continue its performance under this Agreement.
SECTION 6. GENERAL TERMS AND PROVISIONS
6.1 Notices and Demands. Whenever this Agreement requires or permits any
notice or written request by one party to another, it shaU 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. Rostal Service and sent by registered or certified
mail, postage prepaid, addressed as follows:
If to Developer: Giese Properties, LLC
2125 Kerper Boulevard
Dubuque, IA 52001
Phone: (563) 588-2023
Fax: (563) 556-8422
If to Employer: Giese Manufacturing Company Inc.
2125 Kerper Boulevard
• Dubuque, IA 52001
Phone: (563) 588-2023
Fax: (563) 556-8422
With copy to: Brian Kane
2100 Asbury Road Suite 2
Dubuque, IA 52001
If to City: City Manager
50 W. 13th Street
Dubuque, lowa 52001
Phone: (563) 589-4110
Fax: (563) 589-4149
With copy to: City Attomey
City Hall
� 50 W. 13"' 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 forvvard to the other as provided in #his Section.
• 21
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• 6.2 Bindinp Effect. This Agreement shall be binding upon and shaU inure to the
benefit of City, Developer and Employer and their respective successors and
assigns.
6.3 Termination Date. This Agreement and the rights and obligations of the
parties hereunder shall terminate on July 1, 2016 (the Termination Date).
6.4. Execution Bv Facsimile. The parties agree that this Agreement may be
transmitted among them by facsimife 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.
6.5 Memorandum of Development Ac�reement. Developer shall promptly record
a Memorandum of Development Agreement in the form attached hereto as
Exhibit H in the office of the Recorder of Dubuque County, lowa. Developer
shall pay the costs for so recording.
CITY OF DUBUQUE, iOWA GIESE PROPERTIES, LLC
' • (DEVELOPER)
I
. � ��?.� B
By Y�
Roy D. uol, Mayor C . Giese
� B .
g , „ � homas W. Giese
eanne F. Schneider, City Clerk
GtESE MANUFACTURING
COMPANY, INC.
(EMPL YER)
By:
Charl . Giese
)
By: �-
homas W. Giese
• F:IUSERS\tsteckleU.indahllAgreementslGieseDevelopmentAgreement 062706.doc
Last saved by Tracey Stedclein;6/27/2006 4:00 PM
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�
• INSURANCE SCHEDULE A
INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY
PROPERTY OR VENDORS (SUPPLIERS, SERVICE PROViDERS} TO THE
CITY OF DUBUQUE
1. All policies of insurance required hereunder shall be with an insurer authorized
� to do business in lowa. A!I insurers shall have a rating of A or better in the
current A.M. Best Rating Guide.
2. All policies of insurance shall be endorsed to provide a thirty (30) day advance
i notice of cancellation to the City of Dubuque, except for 10 day notice for non-
� payment, if cancellation is prior to the expiration date. This endorsement
supersedes the standard canceilation statement on the Certificate of Insurance.
3. shall fumish a signed Certificate of Insurance to the
City of Dubuque, lowa for the coverage required in Paragraph 6 below. Such
certificates shall include coaies of the following policy endorsements:
a) Commercial General Liability policy is primary and non-contributing.
, b) Commercia! General Liability additional insured endorsement.
c) Govemmental Immunity Endorsements.
• 4. Each certificate shall be submitted to the contracting department of the City of
Dubuque.
� 5. Fail�re to provide minimum coverage shal! not be deemed a waiver of these
requirements by the City of Dubuque, Failure to obtain or maintain the required
insurance shail be considered a material breach of this agreement.
6. shall be required to carry the following minimum
coverage/limits or greater if required by law or other tegal agreement:
a) COMMERCIAL GENERAL LIABILITY
Genera(Aggregate Limit $2,000,000
Products-Completed Operations Aggregate Limit $1,000,000
Personal and Advertising Injury Limit $1,000,000
Each Occurrence Limit $1,000,000
Fire Damage Limit (any one occurrence) $ 50,000
Medical Payments $ 5,000
This coverage shall be written on an occurrence, not a claims made form. Form
CG 25 04 03 97 "Designated Location (s) General Aggregate Limit" shall be
• included. All deviations or exclusions from the standard ISO commercial
23
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general liability form CG 0001, or Business Owners form BP 0002, shall be
• clearly identified.
�
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• 24
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I,�
INSURANCE SCHEDULE A (Continued)
•
INSURANCE REQUIREMENTS FOR TENANTS AND L S
E SEES OF CITY ,
PROPERTY OR VENDORS (SUPPLIERS, SERVICE PROViDERS) TO THE �'
CITY OF DUBUQUE i
�� Governmental Immunity Endorsement identical or equivalen# to form attached. ,
Additionai Insured Requirement: '
The City of Dubuque, including all its elected and appointed officials, all its '
employees and volunteers, all its boards, commissions and/or authorities 'i
and their board members, employees and volunteers shall be named as an
I additional insured or� General Liability Policies using ISO endorsement CG
20 26 0704 "Additional Insured — Designated Person or C?rganization," ar it's I
equivalent. — See Specimen �
b)WORKERS' COMPENSATION 8 EMPLOYERS LIABILITY �
' Statutory for Coverage A i
I Employers l.iability: ,,
, Each Accident $100,000 i
Each Employee— Disease $100,000 '
: Policy Limit— Disease $500,000 ��,
c) UMBRELLA EXCESS LIABILITY
LIQUOR OR DRAM SHOP LIABiLITY
; Coverage to be determined on a case by case basis by Finance Director. i
I
i
Com letion Checklist ',
P
❑ Certificate of Liability Insurance (2 pages) I
❑ Designated Location(s) General Aggregate Limit CG 25 04 03 97 (2 pages) ',
❑ Additional Insured 20 26 07 04 ;
❑ Governmental lmmunities Endorsement
�I
• '
25 '
i
• CITY OF DUBUQUE, IOWA
GOVERNMENTAL IMMUNiTIES ENDORSEMENT
�
� 1. Nonwaiver of Governmental Immunitv. The insurance carrier expressly agrees
I and states that the purchase of this policy and the including of the City of
�' Dubuque, lowa as an Additional Insured does not waive any of the defenses of
governmental immunity available to the City of Dubuque, lowa under Code of
� lowa Section 670.4 as it is now exists and as it may be amended from time to
time.
2. Claims CoveraQe. The insurance carrier further agrees that this policy of
insurance shal) cover only those claims not subject to the defense of
governmental immunity under the Code of lowa Section 670.4 as it now exists
and as it may be amended from time to time. Those claims not subject to Code
of lowa Section 670.4 shall be covered by the terms and conditions of this
insurance policy.
3. Assertion of Govemment Immunitv. The City of Dubuque, lowa shall be
responsible for asserting any defense of governmental immunity, and may do so
at any time and shall do so upon the timely written request of the insurance
carrier.
I 4. Non-Denial of CoveraQe. The insurance caRier shall not deny coverage under
• this policy and the insurance carrier shall not deny any of the rights and benefits �
accruing to the City of Dubuque, lowa under this policy for reasons of
govemmental immunity unless and until a court of cumpetent jurisdiction has
ruled in favor of the defense(s) of governmentat immunity asserted by the City of
Dubuque, lowa.
No Other Chanqe in Policv. The above preservation of govemmental immunities
shall not otherwise change or alter the coverage available under the policy.
• 26
__ i
�
�
i
i PQI I^1r N�►tAfif I` COMMfRC1AL GENERAL LIABILITY
GG 20 26 07 Q�
THIS ENDORSEMENT CHANGES THE P�LICY. PLEASE R€AD IT CAREFULLY.
ADDiTiONAL INSURED - DESiGMATED
' PERSaN Q�Z ORGAN�ZATION
'I Ms endixsemart modii��s msurance xcwcud undu�lhe'oN'vwmg
OOMIviEFCIAL GENERAL lL'+E31lITY CQVERAGE Pf�RT
SCHEDULE
Name Of AdditioAal{ncured P�nvon(S�Or Origanlzstiqn(aL V—�
Tha f.i-x .�f Dubuque, incluCirrg �I I iLS ele:f.eA ar� ap�intr� !
of�ir.ials, nli i:s e�ploreYs and r0lunCe�rS, dll i's txiards,
t�raissions anEtar auLnorities and tyeir b�arn �nan�Prs,
eapl�rees and valunteers.
I
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• �nbrmatxn�e��w�ed to con r.�iF tt as Schedula,A not shoam abon�c.vnll ye s.hown�n the Declaratiors
g.w;4vr, 11—VYIw k An inwnd�s ar+srtdod ic a+-
ck�de ae�eddiliana PnSu�Cd dto ppac+r�;r,j u���pm
ZstiorKsj sl+onm in thi SeMadule,but�11ty wi$:respect
� I�a1+�NtY f�r "h�.� irgury". "�xape•y damape" o�
"persaAsl and:dvartrarg�nawy causetl, in wl�ole�x
in aarl�v your ac�c ur umi6si0r3 or tAe acts or omn-
sbr�c d IMJse�g on Your 6akslF.
' A. ln the Parfo�rt+ance of youronQar�osxxdtions.or
B. In caxroetion wim your �em�sea owned by cx
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1NSUIL1tK.t A4tPIlY ON�V AMO GCNGERS Mp RM,HTS UPON TFIE CER77FICl1TE
MOLGER.T1i1S CERi�ICAtt Wt5 N01 A.MEND,EXTFNf)OR
�I litt I CUUNE55 ALTER iNE COYERAG=AFFOROED BY iHt f'OUCIES BEL4W
C11T, �IO�I, IIY 100F
IN,st1RLRS A�fORDINC COYERAGE �NMG s
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ENT F-0RK CG 20 25 67 04 "AQOT77W�W 1NSuitEO-DESI�IUI7ED PERS�OM OR OtC('�AVZZATDON'" OR I75 EQUIVIlAM(T.
NERA1 LIABILITY POLICY Y5 PRIMARY ANO NON{01�liRIWTIAG. fONM OG 2S O�t D3 97 "OESIGN�t7ED LOG�7I4VS"
NERAL IIABILITY A�GGNEG47'f LIN17 SFUIIL BE IMaUDED. C04ER'�MENTAL IMMUN[ttkS tMlx)ItSF�IENT t5 INCLWED.
LL POLZQES SH�LL 8E fhDORSfn 7p 1+Id)V2GE 30 DVIY ADNANCfi NDTICE OF GWCELLATION TO CITY OF DUBUQUE
rNouo iwYOF rwE.e�a�CFacra�[u�a��s A'u.en�eo m�u�e inc
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•CORU Tb t2001l061 - --- �MCORD CORPORATWi11f86
� 28
! -- - - , _�
�
� IIUIPORTANT
Ii thc�crlif s::ttC h�]ICW�3n P.L�U!1 UT,IAL INSi11tEL> tt�pulicVt�.;i���sl!x er:ih,ac�l..?aLslKn�it
tAi 11riS�v1��:O�P.V��S�C COf1�H Yl�11�i RO IIIB GE1�U:¢IC INjIIIl�M MI{NY11)�:S.N�1 EIIIIIIf�lIII�I1��9�.
I
Ii SUBFtOGATif?N IS L:ANEU.SUCtel:t tu VIEt 1Nn'i5 dtw t�n�uiti�a�s i>f II��F��.In.7.�r:laiv�poliC�es iYWy
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I �101[�61 N111W Uf SF,Y`r. P,11AC.fRqfl'SF'N�51
DISCLAlMER
+
f �he 4erficatc vt�nsura�xw nn tn'rMrsrse s�fe af a�s fxm do�na urwliluk::��d+:�s��eh.cc,�
;ne nswnp inswsttl5.8uM'orI�C4 reprr.�erua��ve or�uo�r,and thm c�a4fw-Wv Iw�Uc,�u�ha�+i1
attKRatrreh W rwy�I.wn�r�rwin,Ex[r.rw oravoer sie coreraga afllortivd b�dw p�aacwa wsbs I ibr.,mx�
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AiCQRD 2b(ZOD1Ad01
•
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• - � -- -----
i
' �dL1CY t�JVABCf1 COMMER�IAL GENERAL LIA8ILITY
CG�5 D4 0�97
THIS ENOORSEMENT CNANGES THE POLICY. PLEASE READ�T CAREFUL.LY.
DESIGNATED LOCATION(S)
, GENERAL AGGREGATE LIMIT
Tlli�CINIS:IbIlf'1dfl�f11L�IFIG�IfSIR'.111f]?(KA'JM!P.A un�Icr the iclb�nng: ��
' CC1M0.1ERCIAL GENERtLI LIt,RII I:'Y CpYE�AGE P,4RT �'�
���
SCHEDULE
Degignal4d lxation(s): - - -- ;
�
� '
111 I1�Cr,tr�2ppests sb�v� rnfqrtnAt�Cn r�uMed to oomP�ebe this enoasr.mr_nt wii hw�Fxwvn�n tha C�ecNar�lioere
�J5�Ip�it b�13 CfICO�EC+l�gnt.)
A. For aq sums xfreh M►�irou�ed hr_crnw:s I��x,ly b. C:axns ma��o�'xuit�la�x.�yi l.ur
' �blgatr.d b �:y ac dema�s c3ueed by c. F'trson� a orQer,aw•inn� making CI�Mns
"occurrenc�ts' undn�C'.n��FRArfi A fSECTiON ����
' !t.and io-au medi�.d expe��c�useG br^.cc- n9'au�ts'
dCrnB unGer CQVFJiAGE C iSEGTION q,�vhiC� 3. �'�Y P�y►►�'�ts nt�de undCr CO'JERAGc A
can be attribufed ordy 10 a{;�ralienr al y s�o�ie br d�magos or und'r COVFRf.GE C (oi
[ii+agr�l�d `location' sfiCw'1 In the SC'�du�C mr.��aH e�e9sES shaH red�rx tre CJeeig-
. �r+e: nabza Lcca0.bn GCw�+el Ay��cyyle Lxnd tor
1. A se,aareYOC Design2x�i L�c-�cwn General tl�+,r. dEaipn� 'loceewn" :iueh p�rmcr�
le�lfe Limd 3p�he5 t0 WCh dC f18iCd fhill not feduc�tlw G�rwr�l.gEregnk f uisl
'� � shcwn in tlws Anri:n:*rx�s nar Fiail they re-
'toCatbn', and thpt irt� �a scp�nl b l�he ���,y Desi�nate�Lw..a:ion Gerrernl
�nK+u��l uf U� C.rrrmral A�regaoe lrm t ��rea� � � � ��.� ��
shv+rn in th�Oec�sntions 't�certi�n shoMm N1�1e Sched�fe abwe.
2 Tt1e O�CsiQr�d:oc�non C,PnRra,agcryr,gale 4. Thie;imiia shown in the C�ed�tforr be Fach
I N�rl nr UKs na,�sl:vc wiN pdy fnr the sum of aN p��ront� Fi� C
dernages under CCLp2AGC A,cxcepc dam- �� �� �`
eges because of"bodily r+Nu7� o►"proPrrti F�'i�4[N��nue t0 epply.Hawever. •nsierd of
�amage'RICIIYj�IT M12'products�cvmpleted ������o M�e Ger'lrrol Ryyrdgal�LiRit
oper2r4ons h�r�Q".arW ia rnedical exFerses Showr' in Vw Dactaatons,suCh��e�MIS wrt�
under COvER4GE G rep�rdless oi m�nurn- sut7�eyc3 6v tt��ylKatie]esig�m�t or,�non
GtY Cf: Cenersl A�t�p�tg�tr.l unit
a. ,nsuretls
•
30
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•
6.Fa �N aunia ws�K;l�U•e n�arretl 6•r_a.rnes kga!y C. '.^fhen cm�aye lur I�oa�dY .+�ex�x� �..• cf tha
othQated to psr as demeyee
C9JSi.d by 'p�oduC�canP�ted oF�:ane haza�' � pro-
'c,ur.�,r�cee" uruSx��GVEFrtGE A :SfiCT1U� Y1Ced. �Y Psya R tP�*1'! ��5" nCl �udEd n
11,ard t�r ail mecM:ral asFr.wu��ae ra���rl hy�-r.i- 'bodi Y f�y
ea�,ts imocr CO'/EW:GE C cSECTION�i anc�t+ u�•`W�'�"�0°n'� °��s n�'�N
im
qnneR be atlrib�uaf a+N��P�tars al a sln �����*C not�etlur ae�GentsrJl �-
qk desi3nate� 'lo�tw+�' Shoatn x�tht�'.tkduk ��1e Ua1R n0� 0'le L)Es��te� l3ctrt��n Cue�-
��tl• ersl Aggreyale Lirtiitt.
1. A•iy p�yrrP►m made under COVERAGE A
ior danagos a maC GO�IERJtiG� C 'or D. For thn ptrposes oi tM�Cndo�sdyiA�
iiN3eb�� exptnses shaY"reduce the arncuM nitlons SEC7on �� t��� bY
A��paWE unaet 1F� G�'aral Aggr��5�A9-
che foflovnrg�erinibd�:
a the Pr�l�x:'s-C�r-�ba1 C� 'Locetion"r!�ts pr�"uses rwdv ng trP same
Q����ra M,nK�,a,vwr�a sppl'r..swa,ana or«nnec�n9 tota. o� G��w,ose cannec-
��Is Inte�ru�onh/b1f a s.rasi roada� rrr-
2 S�d1 p3y1nerls�nel�rwt r�ciu�:uty Oesi�n�letl ����t�,�oi a ra�7road.
L,o�atioe C�t�ual A{�yinyala Li+iil.
E. I IIC P�a�s.�I�mti�CN lo�ran��CIbN
Utl rk�t oRerw� modified by
shsN orr�nus tc appN as atipulabec.
•
� PE�C�I� EN
• 31
I
• EXHIBIT A
URBAN RENEWAL PLAN
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• 32
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• AMENDED and RESTATED
URBAN RENEWAL PLAN
Dubuque Industrial Center Economic Devetopment District
City of Dubuque, lowa
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, lowa on May 2, 1988
and thereafter amended and restated by Resolution
484-90 of the City Council of the City of Dubuque, lowa
on December 17, 1990. Resolution 48-97 of the City
Council of the City of Dubuque, lowa on January 20,
1997 authorized and directed this amendment.
Prepared by the Community and Economic
Development Department.
February 1997
�
33
i
• TABLE OF CONTENTS
A. INTRODUCTION Page 1
� B. OBJECTIVES Page 2
C. DISTRICT BOUNDARIES Page 2
D. PUBLIC PURPOSE ACTIVITIES Page 3
E. DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS Page 4
F. LAND ACQUISITION AN[�"DISPOSITION Page 5
G. FINANCING ACTIVITIES Page 6
H. STATE AND LOCAL REQUIREMENTS Page 8
I. DURATION OF APPROVED URBAN RENEWAL PLAN Page 8
� J. SEVERABILITY Page 9
K. AMENDMENT OF APPROVED URBAN RENEWAL PLAN Page 9
L. ATTACHMENTS Page 9
�
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• AMENDED and RESTATED
i
� DUBUQUE lNDUSTRlAL CENTER ECONOMIC DEVELOPMENT DISTRICT
' URBAN RENEWAL PLAN
City of Dubuque, lowa
� A. INTRODUCTION
' This AMENDED and RESTATED URBAN RENEWAL PLAN (the "Pfan") 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 Distric# through the
commitment of public 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 lowa Code, Urban Renewal Law.
� • This 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, lowa on May 2, 1988 and subsequently
amended by Resolution 484-90 on December 17, 1990. Resolution 48-97 of the City
Council of the City of Dubuque, lowa on January 20, 1997 authorized and directed the
preparation of this latest amendment to the Plan. 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 referred to as "Subarea A"). Under the terms of this Amended and
Restated Plan, the tax increment mechanism shall be continued and implemen#ed
within the proposed expansion area of the District (hereinafter referred to as "Subarea
B") as well. The expanded District shaN be subject to the provisions of a revised
ordinance of the City of Dubuque with respect to the division of taxes levied and
coilected within each of Subarea A and Subarea B of the District. Incremental taxes
shalt be determined separateiy with respect to each of the Subareas comprising the
expanded District, and when collected shail 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.
•
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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:
1. Provision of marketable industrial development sites for the purpose of
� job-creating economic devetopment activities;
2. 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;
4. Establishment of design standards which wiN assure cohesive and
compatible development and redevelopment of the District;
5. 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;
• 6. Creation of financial incentives necessary to encourage new and existing
businesses to invest in the District; and
7. Expansion of the property tax base of the District.
IC. DISTRICT BOUNDARIES
� The District is located within the City of Dubuque, County of Dubuque, State of lowa.
The City of Dubuque believes that the objectives of the Plan can best be accomptished
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 E(eventh Additions and the adjoining public
right-of-way, all in the City of Dubuque, Dubuque County, lowa.
Subarea B of the District shall consist of the real property legally described as follows:
•
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� 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 9/4 of the NW 1/4, and the SW 1/4 of the NE 1/4, all in
� Section 30, T89N, R2E, 5th P.M., Dubuque County, lowa; also, the NW 1/4 of
the SW 1/4, the NE 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 't/4 of the SW 1/4, att in Section 30, T89N, R2E, 5th P.M., in
��� Dubuque County, lowa; and all that part of a 100-foot-wide strip of the Chicago
I 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, the NW 1/4 of Section 31, and the NE 1/4 of
Section 31 all in T89N, R2E, 5th P.M. Dubuque County, lowa, the centerline of
which is more particularly described as follows: Beginning at a point of
intersection witM the easterly line of the SE 1/4 of Section 30, T89N, R2E, 5th
P.M., thence southwesterly atong the centerline of said railroad 2,700 fee#, more
or less a point of intersection with the westerly line of the SE 1/4 of said Section
30; thence southwesterly continuing along said centerline 845 feet� more 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 'I of the NE 'l/4 of the SE 1/4 of Section 25,
� T89N, R1 E, 5th P.M., Dubuque County, lowa, and a part of Lot 1-1-1 of the SE
1/4 of the SE 1/4 of Section 25, T89N, R1E, 5th P.M., Dubuque County, lowa,
, 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
pubiic right-of-way.
� The boundaries of the District are delineated on the URBAN RENEWAL DISTRICT
map (Attachment A).
The City of Dubuque reserves the right 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 lowa Code, Urban Renewal Law.
D. PUBLIC PURPOSE ACTIVITIES
To meet the OBJECTIVES of this Plan, the City of Dubuque is prepared #o initiate and
support development and redevelopment of the District through, among other things,
the following PUBLIC PURPOSE ACTIVITIES:
1. Acquisition of property for public improvements and private development;
• 2. Demoiition and removai of buitdings and improvements not compatible
3
� with or necessary for industrial park deveiopment and all site preparation
and grading required in connection wiih such development;
3. Improvement, installation, construction and reconstruction of streets,
utilities and other improvements and rights-of-ways including but not
, iimited to the relocation of overhead utility lines, street tights, construction
; of railroad spur tracks, appropriate landscaping and buffers, open space
and signage;
4. Disposition of any property acquired in the District, including sale, initial
i leasing or retention by the City itseif, at its fair vaiue;
5. Preparation of property for development and redevelopment purposes
including but not limited to activities such as appraisals and architectural
and engineering studies;
6. Use of tax increment financing, loans, grants and other appropriate
financial tools in support of eligible public and private development and
redevelopment efforts;
7. Enforcement of appficable local, state and federal laws, codes and
' regulations;
� � 8. Enforcement of established design standards in furtherance of quality
development;
9. 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 pubiic purpose activities shali be conditioned upon and shaH meet the restrictions
and limitations placed upon the District by the Plan.
E. DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS
The LAND USE and PLANNING AND DESIGN CRITERlA 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.
4
f
� 1. Land Use
a. 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.
b. 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.
2. Plannin4 and Desiqn Criteria
The pianning criteria to be used to guide the physicat 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.
a. Subarea A development will continue to be additionally govemed by the
Conditions of Development and Oaeratian Documents of the Dubuque
Industrial Center Planned Industrial District as amended from time to time.
b. 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
Devetopment regulations which require a conceptual development pian
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 parame#ers set forth below.
1. Land Acquisition
• The City intends to negotiate the purchase of Subarea B, excluding the railroad
s
_ i
� right-of-way, through contractual agreement. However, the City wiil acquire,
through eminent domain, any property for public or private development and
redevelopment purposes should it be unable to acquire land through negotia#ed
purchase.
The City also reserves the right to acquire, by negotiation or eminent domain,
property rights required for the construction or reconstruction of streets and
public utilities, or any other public facility or improvement.
2. Land Disaosition
Publicly hetd tand wil( be sofd for the devefopment of viab(e 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 lowa 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 outlined in this Plan.
3. Relocation Requirements
No relocation is anticipated at this time.
G. FINANCING ACTIVITIES
To meet the OBJECTIVES of this Plan and to encourage the devetopment of the
District and private investment therein, the City of Dubuque is prepared to provide
financial assistance to qualified industries and businesses through the making of loans
or grants under Chapter 15A of the lowa Code and through the use of tax increment
financing under Chapter 403 of the lowa Code.
1. Chanter 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 lowa 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
6
I
��
• 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 determining
qualifications of recipients and 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.1 of the lowa Code on a case-by-case basis.
2. Tax Incretnent Financinq
The City of Dubuque is prepared to utilize tax increment financing as a means of
financing eligible costs incu�red 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 lowa Code (tax increment bonds)
or Section 384.24A, Section 384.24(3)(q) and Section 403.12 (general obligation
bonds).
The City acknowledges 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 deveiopment 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 saught for, among other things, the
following costs to the extent they are incurred by the City:
a. Planning and administration of the Plan;
b. Construction of public infrastructure improvements and facilities within the
District;
� c. Acquisition, installation, maintenance and replacement of public
�
I
I
i
�
investments throughout the District including but not limited to street
lights, landscaping and buffers, signage and appropriate amenities;
I �
; d. Acquisition of land and/or buildings and preparation of same for sale or
i lease to private developers, including any "write down" of the sale price of
� the land and/or building;
e. Preservation, conservation, development or redevelopment of buildings or
� facilities within the District to be sold or leased to qualified businesses;
I
I f. Laans or grants to qualified businesses under Chapter 15A of the lowa
Code, including debt service payments on any bonds issued to finanee
such loans or grants, for purposes of expanding the business or aetivity,
� or other qualifying loan programs established in support of the Plan; and
g. Providing the ma#ching share for a variety of local, state and federal
grants and loans.
3. Proposed Amount of Indebtedness
At this time, the extent of improvements and new development within the District
is oniy generaily known. As such, the amaunt and duration for use of the Tax
IIncrement 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 wiil qualify for
Tax Increment Revenue reimbursement during the duraiion of this Pfan,
including acquisition, public improvements and private development assistance,
will not exceed $18,000,000.
At the time of adoption of this Plan, the City of Dubuque's current general
obligation debt is $14,200,000 (a list of obiigations is found as Attachment D)
and the applicable constitutiona! debt limit is $91,286,810.
H. STATE AND LOCAL REQUIREMENTS
All provisions necessary to conform with state and local (aws I�ave been complied with
by the City of Dubuque in the implementation of this Plan and its supporting documents.
� 8
•
I. DURATION OF APPROVED URBAN RENEWAL PLAN
1. Subarea A
This Pian shall continue in effect until terminated by action of the City
I � 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 aA Tax lncrement Financing or general obligations issued
' to carry out the OBJECTIVES of the Plan.
2. Subarea B
� This Plan shalt continue in effect untit terminated by the City Council;
provided, however, that the coUection 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
#he 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 lowa Cod�.
• The DEVELOPMENT AND REDEVELOPMENT REQUtREMENTS estabtished, or
, as amended from time to time by ihe City of Dubuque Zoning Ordinance, shall
remain in effect in perpetuity.
' J. SEVERABILITY .
In the event one or more provisions contained in this Pian shall be held for any
reason to be invalid, illegal, unauthorized or unenfarceable in any respect, such
invalidity, illegality, unauthorization or unenforceability shall not a#fect any other
provision of this Plan and this Urban Renewal Plan shal! 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 shaN conform to the requirements of Chapter
403 of the lowa Code. Any change effecting any property or contractual right can
be effectuated only in accordance with applicable state and local law.
, 9
' � L. ATTACHMENTS
q Urban Renewal District Map
B Public Purpose Activity Area Map
C Land Use Maps
C1 Existing Land Use
C2 Proposed Land Use
, p List of General Obligations
.
•
10
• EXHIBIT 6
LEGAL DESCRIPTION
�
• 11
• FINAL PLAT
LOT 1-1 & LOT 2-1 OF DUBUOUE 1N�USiRIAL CENiER wEST STH ADOITION IN TF� CI7Y OF DUBUQUE, IOWA
ClS:7tl�T1�. lCT i GF CLBi�WE w��VSS�iJ� xt+*!N •vFi' =i='M ap�.TiUM m. •FE ^iry OF puDa�.K •owA
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� M10PIKtOR: OTY CI OURICUE
E ■o. �a�_a-r. o�tt u�swv[r .uNc 2ooe tol�►Mu sw�crm �t�n wicS
t o taas¢ dw�e�00�u!
u2 h�w�C uwn[�siwr �oxw „�s er,r..s.�.w �� R�.�,C.
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•a Yw�a aN�tt�10 4�6CKrM+. '�tE �7sri�= y��"_ ' �'pL d��� W R�t wa T�r-M
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W�r�aAe�O�w�aY �.0�f�M ��FW IN+L -1�t
�
� 1 IJ�
1 ii
� EXHIBIT B-1
SITE PLAN
•
� •
� 13
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� I
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� :fe ! .s:v�ua¢rn�r w� ...,�,�. a,•-..
' 4 ' u�nuyt� n
• EXHIBIT C
CITY ATTORNEY'S CERTIFICATE (Section 1.4(10))
I
•
• 15
• THE CITY OF ���
BARRY A. LINDAHL , ESQ. �-
CITY ATTORNEY �U��-`��L�'
`�'�'��
(DATE)
RE:
Dear
I have acted as counsel for the City of Dubuque, lowa, in connection with the
execution and delivery of a ce�tain Development Agreement befinreen
(Developer) and the City of Dubuque, lowa (City) dated for
� reference purposes the day of , 2�_.'
• The City has duly obtained all necessary approvals and consents for its execution,
delivery and performance of this Agreement and has full power and authority to
execute, deliver and perform its obligations under this Agreement, and to the best
of my knowledge, the representations of the City Manager in his letter dated the
day of , 2006, are correct.
erel
Very smc y,
Barry A. Lindahl, Esq.
City Attomey
BAL:tIs
•
16
i
� EXHIBIT D
OPINION OF DEVELOPER'S COUNSEL (Section 1.5(8))
.
•
17
i
• Mayar and City Counciimembers
Cit�i Hall
13 and Central Avenue
Dubuque IA 52001
Re: Development Agreement Between the City of Dubuque, lowa and
Dear Mayor and City Councilmembers:
We have acted as counsel for , (Developer) in
connection with the execution and delivery of a certain Development Agreement
(Development Agreement) between Developer and the City of Dubuque, lowa
(°City") dated for reference purposes the day of , 20_
We have examined the original certified copy, or copies otheruvise 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 limited liability company organized and existing under
the laws of the State of and has full power and authority to execute,
, deliver and perform in full Development Agreement. The Development Agreement
has been duly and validly authorized, executed and delivered by Developer and,
assuming due authorization, execution and delivery by City, is in full force and
effect and is valid and legally binding instrument of Developer enforceable in
accordance with its terms, except as the same may be �limited by bankruptcy.
insolvency, reorganization or other (aws relating to or affec#ing creditars' rights
generaliy.
2. The execution, delivery and performance by Developer of the
Development Agreement and the carrying out of the terms thereof, will not result in
violation of any provision of, or in default under, the articles of incor�oration and
bylaws of Developer, any indenture, mortgage, deed of trust, indebtedness,
agreement, judgment, decree, order, statute, rule, regulation or restriction to which
Developer is a party or by which Developer's property is bound or subject.
3. There are no actions, suits or proceedings pending or #hreatened
against or affecting Developer in any court or before any arbitrator or before or by
any govemmental body in which there is a reasonable possibility of an adverse
• decision which could materiatly adversely affect the business (present or
18
� prospective), financial position or results of operations of Developer or which in any
� • manner raises any questions affecting the validity of the Agreement or the
! Developer's ability to perform Developer's obligations thereunder.
i
I
jVery truly yours,
�
• 19
I - - - - - - - -- I
I
, • EXHIBIT E
� OPINION OF C�UNSEL TO EMPLOYER (Section 1.7(10))
�
�
•
20
- - - - I
i � Mayor and City Counciimembers
Cit�r Hail
13 and Central Avenue
� Dubuque IA 52001
i Re: Development Agreement Befinreen the City of Dubuque, lowa and
�
Dear Mayor and City Councilmembers:
� We have acted as counsel for Giese Manufacturing, Inc. (Employer) in
; connection with the execution and deliv�ery of a certain Development Agreement
' (Development Agreement) befinreen Developer and the City of Dubuque, lowa
("City°) dated for reference purposes the day of , 2006�
I We i�ave examined the originat 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
I inquiries as we have deemed appropriate, we are of ihe opinion that:
' 1. Employer is a corporation organized and existing under the laws of
- the State of lowa and has full power and authority to execute, deliver and perform
in full Development Agreement. The Development Agreement has been duly and
validly authorized, executed and delivered by Employer and, assuming due
authorization, execution and delivery by City, is in full force a�d effect and is valid
and legally binding instrument of 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. To our actual knowledge with no duty to inquire, the execution,
deiivery and performance by Employer of the Development Agreement and the
carrying out of the terms thereof, will not result in viotation 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, orcier,
statute, rule, regulation or restriction to which Employer is a party or by which
Employer's property is bound or subject.
3. To our actual knowledge with no duty to inquire, there are no actions,
suits or proceedings pending or threatened against or affecting Employer in any
court or before any arbitrator or before or by any govemmental body in which there
� is a reasonable possibility of an adverse decision which could materially adversely
21
i
i
• affect the business (present or prospective), financial position or resuits of
operations of Employer or which in any manner raises any questions affecting the
validity of the Agreement or the Empioyer's ability to perform Employer's obligations
' thereunder.
' This opinion is rendered for the sole benefit of the City of Dubuque and no other
party may rely on this opinion.
This opinion is rendered and valid as of the date of this letter and we have no duty
to update this opinion for any matters which come to our knowledge after the date
' of this letter.
Very truly yours,
•
•
22
• EXHIBIT F
DEED
I •
• 23
r
I� Illlll��illi�ll�ll���a�l�l�a�l�ll�n�l��
Doc ID: 005509480004 Typ�: OEN
Record�d: !0/09/2008 at 03:51:48 Pf7
Fee Amt: =27.00 pag� 1 ot 4
Revenu� Tax; EO,pp
Dubuqu• County Iowa
Kathy Flynn Thurlow Recorder
F11�2046-00015434
Prepared by: Barry A. Lindahl 300 Main Street�Suite 330� Dubuque IA 52001 563 583-4113
� Retum to: Barry A. Lindah!300 Main Stree!,Suite 330, Dubuque IA 52001 b63 583-4115
Tax Statement to:
Giese Propertie,S, LLC
2925 Kerper Boulevsrd
Dubuque, IA 52001
SPECIAL WARRANTY DEED
' KNOW ALL MEN BY THESE PRESENTS: that the City of Dubuque, lowa,
a municipal corporation of the State of lowa (Grantor)� in consideration of the
Grantee named below undertaking the obligations of the Developer under the
Developmer�t Agreement described below and ihe sum aF One Hundred Thirty-
six Thousand, Forty and 50/100 Dollars ($136,040.50) in hand paid, and other
good and valuable consideration, and pursuant to the authority af Chapter 403,
' Code of lowa, does hereby GRANT, SELL AND CONVEY unto Giese Properties,
LLC, an lowa limited liability company, the fo!lowing described parcel(s) situated
in the County of Dubuque, State of lowa, to wit (the Property):
Lot 1 of Lot 1 of Dubuque lndustrial Center West 5�' Addition in the City of
Dubuque, lowa, according to the recorded plat thereof, subject to
easements of record
This Deed is exempt from transfer tax pursuarrt to lowa Code section
428A.2(6).
This Deed is given pursuant to the authority of Resolution No.332-06 af
the City Council of the City of Dubuque adopted the 97�' day of July, 2006, the
terms and conditions thereof, if any, having been fulfiNed.
This Deed is being delivered in fulfillment of Grantor's obligations under
and is subject to all the terms, provisions, covenants, conditions and restrictions
contained in that certain Develo�ment Agreement executed by Grantor and
Grantee herein, dated the 17 day of July, 2006 (the Agreement), a
memorandum of which was recorded on the 8�' day of September, 2006, in the
�.lo�d.00
SOD
c�-y r�`'k
- r
records of the Recorder of Dubuque County, lowa, Instrumerrt Number
2006-00014035.
Promptiy after completion of the improvements in accordance with the
provisions of the Agreement, Grantor will furnish Grantee with a Certificate of
Completion in the form set forth in the Agreement. Such certificaiion by Grantor
shall be, and the oert�cation itself shall so state, a condusive determination af
satisfaction and termination of the agreements and covenants of the Agreement
� and of this Deed with respect to the obligation of Grantee, and its successors and
assigns, to construct improvements and the dates for the beginning and
completion thereof, it being the intention of the parties that upon the granting and
filing of the Certificate of Completion that all restrictions, re-vesting of title, and
� reservations of title contained in this Deed be forever released and terminated
and that any remaining obligations of Grantee pursuar�t to the Agreement shall
� be personal only.
All certifications provided for herein shall be in such form as will enable
them to be recorded with the County Recorder of Dubuque, iowa, ff Grantor
shall refuse or fail to provide any such cert�cation in accordanoe with the
provisions ai the Agreemerrt and this Deed, Grantor shall, within twenty days
after written request by Grantee, provide Grantee with a written statement
indicating in adequate detail in what respects Grantee has failed to complete the
improvements in accordance with the provisions of the Agreement or is otherwise
in default, and what measures or acts will be necessery, in the opinion of
' Grantor, for Grantee to take or perform in order to obtain such certification.
In the event that an Everrt aF Default occurs under the Agreement and
Grantee or Giese Manufacturing, Inc. herein shall fail to cure such default within
� the period and in the manner stated in the Agreement, then Grantor shall have
the right to re�nter and take possession of the Property and to terminate and re-
vest in Grantor the estate conveyed by this Deed to Grantee, its assigns and
successors in interest, in accordance with the terms of the Agreemern.
None of the provisions of the Agreement shall be deemed merged in,
affected or impaired by this Deed.
Grantor hereby covenants to warrant and defend the said premises
against the lawFul Gaims of all persons whomsoever claimine by, through and
under it.
Dated this � da of � 20 o�at Dubu ue lowa.
� Y � � ,
�
i
' .
CITY OF D U UE IOWA
By:
� Roy D uol, Mayor
� Attest:
B '
' Jeanne F. Schneider, City Cierk
, STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
On thisG'� day af ,� , 20d�before me a Notary Public
in and for said County, per onally appeared Roy D. Buot and Jeanne F.
Schneider to me personally known, who being duly swom, did say that they are
the Mayor and City Clerk, respectively of the City of Dubuque, lowa, a Municipal
Corporation, created and existing under the laws of the State of lowa, and that
the seal affixed to the foregoing instrumer�t is the seal of said Municipel
Corporation, and that said instrument was signed and sealed on behalf of said
Municipal Corporation by authority and resolution of its City Councit and said
' Mayor and City Clerk acknowledged said instrument to be the free act and deed
, of said Municipal Corporation by it voluntarily executed.
� � ���J
4��' �. KAREh Af. CHEST�RMAN
i ; �X COMMISSlON N0.10825d
Notary Public in and for Dubuque Courrty, lowa • �- MY COMMtSSlON EXPlRES
'�w� <;'?4/08
. •
. •
AFFIDAVIT OF RONALD J. TURNER
State of lowa, Dubuque County, ss:
I, Ronald J. Turner, of the City of Dubuque, lowa, after being first duly swom, state
as follows:
1. I am an lowa licensed land surveyor and the Surveyor for the City of Dubuque,
lowa.
2. I have examined the Memorandum of Option to Purchase, filed November 16,
2001 as Instrument No. 18861-2001 in the records of the Dubuque County
Recorder, including Exhibit A attached thereto.
3. I have also examined the plat of Lot 1-1 and Lot 2-1 of Dubuque Industrial Center
West 5"' Addition in the City of Dubuque, lowa filed July 7, 2006 as Instrument
No. 2006-10386 in the records of the Dubuque County Recorder.
4. The property described in Exhibit A to the Memorandum of Option to Purchase
does not include the following described real estate:
Lot 1-1 of Dubuque Industrial Center West 5�' Addition in the City of
Dubuque, lowa, according t the recorded plat thereof.
Dated this ��� day of 2006.
By
Ronald J. u er, PLS
Surveyor
City of Dubuque
City Hall
50 West 50
Dubuque, IA 52001-6944
STATE OF IOWA )
) ss:
COUNTY OF DUBUQUE )
Subscribed and swom to before me this `5�`� day of , 2006.
GUS PStiK4Y0S ,
.'�`•� misslon Numbe►125�
=� G0';; ,.R'm6tonEzP��°��� � Notary Public, State of lowa
•.�;�. �"
T
, EXHIBIT G
I, , MEMORANDUM OF DEVELOPMENT AGREEMENT
�
, • 27
i �' •
I III�II MqN���I��I MY N�.��NNI MN�������
Doc ID: 00549284000d TYp�: c�EN
Recorded: 09I08/2006 at 12:20:07 PM
F�e An�t: E92.00 P�p� i ot 6
Dubuque Countv IorrR
Kathy Flvnn Thu�low Reccrde�
' Fi1e2006-00014035
Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
Retum to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
MEMORANDUM OF DEVELOPMENT AGREEMENT
� A Development Agreement by and among the Cit�r of C3ubuque, iawa, an
' lowa municipal corporation, of Dubuque, lowa, Giese Properties, an lowa limited
liabi{ity company with its principal place of business at Dubuque, lowa, and Giese
Manufacturing� an lowa corporation with its principal place of business in
, Dubuque, lowa, was made regarding the following described premises:
Lot 1 of Lot 1 of Dubuque Industrial Center West 5�' Addition in the City of
Dubuque, lowa
The Development Agreement is dated for reference purposes the 17th day
of July, 2006, and contains covenants, conditions, and restrictions �orrceming 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.
C1TY OF D UQUE, IOWA
By: .
Roy . Buol, Mayor
By: ,.
eanne F. Schneider, City Clerk
� x ����
� U c.�, �'o,�
� By:
Jeanne F. Schneider, City Clerk
STATE OF IOWA
. ss:
DUBUQUE COUNTY
On this day of , 20,, before me, a Notary Public in and for the
i State of lowa, in and for said county, personally appeared Roy D. Buol and Jeanne
F. Schneider, to me personally known, who being by me duly swom 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 lowa, and that the
seat 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 lowa
STATE OF IOWA
. ss:
DUBUQUE COUNTY
On this day of , 20)), before me, a Notary Public in and for
the State of lowa, in and for said county, personally appeared
to me personaliy known, who being by me duiy swom did say that they are
the
and that said instrument was signed on behalf of said company by authority
of its members and that they acknowledged the execution of this instrument
to be the voluntary act and deed of said company by it voluntarily executed.
• 29
•
Notary Public, State of lowa
•
• 30
' EXHIBIT I
' � CITY' TIFICATE (par. 1.5(1)
�I
�
• 3l
� i ri�cin ur- -�
--� .^-.—
Dv�v�v�E
C►lv �9anager'�OUiie `��
5111'V��st�3th Stn�ct `�-��
�, Dubuyuc,I��wtt �2tR17-►L�
I (563)Sf;9-l11U pho�m
(56�)�9-11-19 far
ctymgn�uci tvoFduUuyucorg
i
(DATE)
' Dear �
� I am the City Manager of the City of Dubuque, lowa and have acted in that capacity
� in connection with the execution and delivery of a certain Development Agreement
' between (Developer) and the City of Dubuque, lowa (City) dated
for reference purposes the day of , 20 .
On behalf of the City of Dubuque, I hereby represent and warrant to Developer that:
� (1) There is no actior�, suit or proceeding pending, or to the best of City's
knowledge, threatened against City which might result in any adverse
' change in the Property being conveyed or the possession, use or enjoyment
thereof by Deueloper or Employer, including, but not limited to, any action in
condemnation, eminent domain or public taking.
(2) No ordinance or hearing is now or before any local govemmental
' body that either contemplates or authorizes any public irnprovements or
special tax levies, the cost of which may be assessed against the Property.
To the best of City's knowledge, there are no plans or efforts by any
govemment agency to widen, modify, or re-align any street or highway
providing access to the Property and there are no pending or intended public
improvements or special assessments affecting the Property which will result
in any charge or lien be levied or assessed against the Property.
(3) All leases, contracts, licenses, and permits between City and third
parties in connection with the maintenance, use, and operation of the
Property have been provided to Developer and City has provided true and
coRect copies of all such documents to Developer.
(4) City has good and marketable fee simple title interest in the Property.
�
3�
� (5) The Property has a permanent right of ingress or egress to a public
roadway for the use and enjoyment of the Property.
(6) There are no notices, orders, suits, judgments or other proceedings
relating to fire, building, Zoning, air pollution, health violatior�s or other
', matters that have not been corrected. City has notified Developer and
Employer in writing of any past notices, orders, suits, judgments or other
' proceedings relating to fre, building, zoning, air pollution or health violations
as they relate to the Property of which it has actual notice. The Property is in
material compliance with all applicable zoning, fire, building, and healt�h
statutes, ordinances, and regulatians. The Property is currently zoned PUD
and Employer's intended use of the Property as a corporate office/industrial
facility is a permitted use in such zoning classification.
;
� (7) Payment has been made for all labor or materials that have been
furnished to the Property or will be made prior to the Closing Date so that no
' lien for labor pe�formed or materials furnished can be asserted against the
Property.
(8) The Property will, as of the Closing Date, be free and clear of all liens,
security interests, and encumbrances.
, (9) The execution, delivery and performance of this Agreement and the
, consummation of the transactions contemplated by this Agreement do not
and shall not result in any material breach of any terms or conditions of any
� mortgage, bond, indenture, agreement, contract, license, or other instrument
or obligation #o which City is a party or by which either the City or the
Property being conveyed are bound, nor shall the execution, delivery and
performance of this Agreement violate any statute, regulation, judgment, writ,
injunction or decree of any court threatened or entered in a proceeding or
action in which City may be bound or to which either City or the Property
being conveyed may be subject. '
(i0) Cit�r has duly obta+ned aU necessary approvals and consents for its
execution, delivery and perFormance of this Agreement, and has full power
and authority to execute, deliver and perform its obligations under this
Agreement. Ciiy's attomey shall issue a iegal opinion to Developer and
Employer at time of closing confinning the representation contained herein,
in the form attached hereto as F�chibit C. �
(11) The Property is free and clear of any occupan#s, and no party has a
lease to or other occupancy or contract right in the Property that shall in any
way be binding upon the Property, Developer or Employer.
�
33
'I � (12) City represents and warrants that any fees or other compensation
which may be owed to a broker engaged directly or indirectly by City in
connection with the purchase and sale contemplated in this Agreement are
the sole responsibility and obligation of City and that Ci#y will indemnify
, Developer and Employer and hold Developer and Employer harmless from
' any and all claims asserted by any broker engaged directly or indirectly by
City for any fees or other compensation related to the subject matter of this
Agreement.
(13) City shall exercise its best efforts to assist with Developer and
Employer in the development process.
(14) City shall exercise its best efforts to resolve any disputes arising
i during the development process in a reasonable and prompt fashion.
� (15) With respect to the period during which City has owned or occupied
the Property, and to City's knowledge after reasonable investigation with
respect to the time before City owned or occupied the Property, no person or
entity has caused or permitted materials to be stored, deposited, treated,
recycled, or disposed of on, under or at the Property, which materials, if
known to be present, would require cleanup, removal or some other remedial
i action under environmental laws.
� � (16) All city utilities necessary for the development and use of the Property
as an industrial manufacturing facility adjoin the Property and Developer
shall have the right to connect to said utilities, subject to City's connection
fees.
(17) The representations and warranties contained in this article shall be
correct in all respects on and as of the Closing Date with the same force and
effect as if such representations and warranties had been made on and as of
the Closing Date.
Sincerely,
Michael C. Van Milligen
City Manager
MCVM:jh
�
�4
THE C11Y OF
� � Dus E MEMORANDUM
��-���
July 11, Zoos
TO: The Honorable Mayor and City Councii Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Expansion of Giese Manufacturing Company at the Dubuque Industrial
Center West
Economic Development Director David Heiar is recommending execution of a
Development Agreement with Giese Properties, LLC, to purchase 1.831 acres in
Dubuque Industrial Center West, adjacent to the existing Giese Manufacturing
• Company facility, to construct an 18,000 square foot addition to the manufacturing
facility, costing approximately $750,000.
Giese Manufacturing will retain 52 full-time positions, while adding at least 15 new jobs.
The City will provide a 10-year property tax rebate and a 50% discount on the value of
the land, with Giese Properties paying $39,250 per acre.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
C�
�
Michael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, Corporation Counsel
Cindy Steinhauser, Assistant City Manager _ -�
David J. Heiar, Economic Development Director ,� ,;- ;��,��'ti ���,�
�:� - ...�,r�, �
���,��';� � ' � ��
� �.
� \ !'-;��1
� �;'.�a �
5`y '� ., �
"`•:S��:�=�`J 1� '�
s,�,�
i
� CITY OF DUBUQUE, IOWA
MEMORANDUM
July 6, 2006
TO: Michael Van Milligen, City Manager
FROM: David J. Heiar, Economic Development Direcior\'�.1
SUBJECT: Expansion of Giese Manufacturing Company at the Dubuque
Industrial Center West
INTRODUCTION
This memorandum presents for City Council consideration a resolution disposing of
approximately 1.831 acres ident�ed on the attached exhibit to Giese Properties, LLC,
who wiil be constructing an 18,000 square foot manufacturing facility for Giese
Manufacturing Company.
BACKGROUND
On July 5, 2�06 the City Counci! was presented with the attached development
• agreement recommending that a pub(ic hearing be set for July 17 on the proposed
disposition of the above described property to Giese Properties LLC to facilitate an
expansion of their current manufacturing facility in the Dubuque Industrial Center West.
They have committed to retaining the current 52 fuil time positions, and adding at least
15 new jobs at the new facility.
DISCUSSiON
The proposed Development Agreement provides for several incentives to encourage
the expansion. an Acquisition Grant reduces the asking price of the tand from
$78,50�/acre to $39,250/acre.
The 1.83'I acre site includes approximately .362 acres intended for future expansion. If
an expansion does not occur within a 10 year time frame, the acquisition grant for#his
pro-rated portion of land must be repaid to the Ciiy. If an expansion takes onty a portion
of this extra land, the 10 year time lirnit restarts, until the complete expansion site is
utilized or the pro-rated land acquisition grant is repaid.
A 10-year tax rebate on the building addition has been offered to the company to assist
in their expansion. The rebate is a form of tax increment financing without issuing a #ax
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°�{min�s�ebt
service and the School District Physicai Ptant and Equipment Levy) of the new TIF
� increment for 10 years.
The attached Development Agreement estabiishes the terms of the sale of the�roperty
i
. to Giese Properties LLC and Giese Manufacturing Company, Inc. The key elements of
the agreement include the foilowing:
1) The purchase price is $78,500 per acre for 1.831 acres. An Acquisition Grant to
the developer reduces the cost to $39,250 per acre. Approximately .362 acres of
this site is identified for future expansion. If such expansion does not occur, a
portion of this acquisition grant will need to be repaid to the City.
2) The property will be conveyed on or before August 30, 2006.
3) The company must construct a building of not less than 18,000 square feet
costing approximately $750,000.
4) After the building is constructed, Giese Properties, LLC will lease this property to
Giese Manufacturing Company.
5) Giese Manufacturing Company must retain 52 full-time positions and create 15
new jobs within three years. The 67 jobs must be retained #or 7 additional years
after the initial 36 months.
6) The company will receive a 10 year TIF in the form of a yearly tax rebate on the
value of the assessable improvements associated with this expansion.
� Addit�onal terms and conditions of the d�spos�tion of the property are included w�thin the
attached Deveiopment Agreemerrt.
RECOMMENDATION
I recommend that the City Council approve of the disposition of the Dubuque Industrial
Center West property to Giese Properties, LLC for the purpose of constructing an
18,000 sq. ft. manufacturing facility. 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:IUSERS1DHeiarlGiese\Counal memo to MVM 7$06.doc
• �
-- -- — �
REAL ESTATE TRANSFER - GROUNDWATER HAZARD STATEMENT
Please read the filing instructions on the reverse side BEFORE completing this form.
PA72T I - TO BE COMPLETED BY TRANSFEROR
TRANSFEROR Name City of Dubuque,Iowa
Address SO West 13th Shtiet Dubuque Iowa 52001
« ,Towo o. . 7,p
TRANSF'EREE Name Giese Pruperties,LI.0
qd� 2125 Kerper Boulevard Dubuque Iowa 52001
or " ,7owu« . -
Address of Property Transferred 7025 Chavenelle Road Dubuque Iowa 52002
or " .Towo.ar . a3 r--Lp
Legal Description ofProperty �t 1 ofLot 1 ofDubuque Industrial Center West Sth Addition in the C'rty ofDubuque,Iowa,
iaccording to the recorded plat thereof,snbject to easements of record.
�
� i. Welb(c�erk one)
�The�e are no knorvn wells sitoated on this property.
I O'I7�ore is a well or wells situatul on this pmperty. The type(s�location(s)and kgal status are stated below.
�. Solid Waste D�pos�l(c6cek o�e)
�There is no known solid waste disposal site on this property.
� O There is a solid weste disposal site on this property,but no notice has been raxived from the Depertment of Natural Resouroes dmt the
site is dcemed W be potentislly hazardous.
, O There is a solid waste disposal site on this property which has bcen dcemed to be potentially ha�erdous by t6e Departraant of Na1un1
Resouroes. The bcation(s)of the site(s)is steted below.
3. Hszsrdoua Wa�ta(check one)
�There is no known hazardous wacte on this pi+operty.
❑ There is hazandous waste on this property and it is beuag msnaged in accordanoe with Departrnent of Nat�ual Resow�ees ruks.
4. Undergroa@d Stonge Taaks(ebcek ose)
�There ane ao known undergmund storage tarilcs on this property. (Nou exclusions such as sineU farm and residential tnota�fuel tanks,
most heating oil tanks,cistems and septic�ilc�in instructionsJ
D There is an underground storage tank oa this proporty. The type(s),size(s)and any known substance(a)oontained are da�cribed bebw.
S. Private Burial Site(c6eck ooe)
�There are no imown private borial sites on this property.
❑ Th�re is a priva�e burial sia on this property. 'Itie location(s)of the siu(s)is stated below. The known idenAfyiag information of the
deoedent is stated bebw.
Information,if'sny,re9uired bY statements checked above:
Attachment for Additional Information? Y/N If so,number of peges
I HEREBY DECLARE TNAT THE INFORMATION CONTAINEU IN PART 1 OF THIS STATEMENT 1S TRUE AND CORRF.CT.
Signature: Telephone Number.
«
PART Il-TO BE COMPLETED BY RECORDER
Da�of���t y-a�-o� ��.�. o� p��._ f 5� 3 y
�ot'R���a� /D -3 -D�i c�ri To�
naa� cone�c o co,�m�
D1VR form(November 02) FTLE WI1'H RECORDER 54;_p96p
i
INSTRUCTIONS FOR COMPLETING GROUNDWATER HAZARD STATEiVIENT
The transferor of real property is required to complete Part 1 of this form. 3. Haznrdors Waates - "Hazardous waste" is defined in Iowa Code
The purpose of the statement is to sstisfy legal requirements for filing section 455B.411, 567-141.2 (455B), I.A.C., and federal regulations
instrumeM� of conveyana of real property with the oounty ra:order refenenoed therein. It is gerierally defined as waste that poses a dueat to
(Iowa Code Section 558.69). The Departrnent of Natural Resources does human health or the environment It includac wastes which are
not approve or disapprove of pmperry transfers based on these statements. ignitablq corrosive,toxiq explosive, violently reactive, or specifically
'The statement must be signed by o� of the persons transferring the listed as hazardous in the Code of Federal Regulations (40 CFR 261).
property interest or that person's ageM. An agent signing this form EXCLUDED are household wastes, agricultural vvastes returned to the
represents the information from transferor W be c�rnct. soil as fertiliurs or soil conditio�is,agriculhuai chemicals applied or
dispost� of by a fermer ia accordance with tbe manufacturer's
For the most part tbe information requested is clear(name,address,etc.). instructions, triple-rinsed agricultuisl chemicsl containers dispoaed of
One statement under each of the numbered iums(1,2,3,4 and S)mnst by faimers(vvhere the rinsate is used as makeup water in the tankmix
be checked, and if one or mora of die stauments checked requires the and applied at appropriate rates�a�otl►er specific materisls, Persons
tiansf�mr to provide additionat information, that information is to be are Iegaqy required to be aware of hazardous waste Iaws.
pmvided in part I. Relei� ihe sdditional information to the spocific
caugory of facility (well, etc.) by nua►bering it with the corresponding 4. Under�ronnd Stonge Tanb-"Undergroimd storage tank^means
number (1, 2, 3, 4, S). If additional spaoe is needed, type or print it one or a combination of tanks,including undergtound piping con�cted
legibly on a separate shat or shats,complete the statements at the end of to the tenks,used w contain en accumulation of regulated snbstaooes,
Part I and attach the additionsl information to all copies of the form. and du volume of which is 10 peroent or more beneath the surface of
� When descn'biag the location of a facility on the properry,be reasonalsly the gmund. "Regulated substsnc�" inclnde petroleum products ead
precise,such as a specific distancx aad general dinection from a landmerlc hazardous or toxic materials identified in 56?-135.2(455B� I.A.C.
or corner of the properry. A professional survay is not necessary. The Underground storage tsnk does not include:
folbwing defmitions are for use in completing the form.
a Farm ot residential�of 1,100 galbns or less capacity used for
1. Wdb - A "well" is acry excavation that is drilled, cored, bored, storing motor fuel for nonoommercial purposes, But Sx
anBand. weshed, drive� dug. lemd or otherwisc conswctcd for 4558.473(4))
ac�xssing groundwater or for diverting surfaoe water into the ground, b. Tanks uxd for storing heating oil for consnmptive ux on the
includiug abandoned weps. "Well" does not iaclude an open ditch or premises where atorod.
' drainege ti'ks which discharge to the surfsa. c. Residential septic tanks.
d. Pipeline facilities reguiated by stabe or federol law.
i If a w�ell is an"abandoned well"ar an"agriculneral drainage well,"tbis e. A surface impoiu�dme�,pit pond,or lagoon.
must be identified and the status of the w�ell with respxt to Iowa Code f. A storm water or wast�water oolkaioa sysbem.
' sections 455B.190 and 15929, respaxively, must be stated. An g. A flow-thmugh piaoess tanic.
"sbandoned well"is a well no bnger in uae or in such state of disrepair h. A liquid trap or associaud Batherin8 1i�s direcdy relate�d to oil or
that cominued use is unsaf'e or impracdcabk. Ahandoned welis ane to bt gas producdon and gathering operationa.
properly Plugged in accordana with chaptcr 39 of the rules of tlu i A tenk in an anderground area sach as a bssemeat or mine, if the
Departrne� of Natural Resouroes. (567 Iowa Adininistrative Code, tanlc is on or above the surfsoe of the floor.
Chapter 39) j. Pipes conne�cted to the above excl�i�s.
An"agricultural drainage welt"is a wetl constructed for the pwpoae of "Tank rype" means the material of oonstruction (steel, fiberglass
� drainiog, or which drsips, water from agricultural land to an aquifor rcinforad Plasdc LFRPI,or othu IspecifY]�,end aoy ir►ternal or external
�undeBround),excludiag drainage tik imakes which ouUa to the surface. protection such ss a prouctive �g or wrsPP�& or cathodic
Agicult�ual drainage wells ate requined to be registered with th� protec�on.
departrneM by Sepumber 30, 1988,end the owner of the well and of the
land drained by the w�ell are w dev�eiop a pisn proposing aiternativea to Idemify the c�pacity in galions aad the substanoe stozed in e�ch tsnk.
tlk uae of tLe vwe11 by July 1,l 998(See Iowa Code Section 15929.)
S. Private Bnria! Sites - "Private Burial Sitd' means one or mote
2. Solid Waste-"Solid wa4td'meaos Barbege,refuse,rubbish and other graves containing humen remains. For each site the transferar shall s�te
similar discarded solid or semisolid mate�ial. It does not include dirt, the locatioa of the site. For each dexdent buried on me property the
sto�,brick,or similar inorganic materisi used for fill,as iong as no other t�ansferor shall state all known ide�rtifying iafonnation of that�ent
soGd waste is included. See 567-100.2(455B� Iowa Administrative including name,date of death,aud de�e of birth.
Code(I.A.C.)for further definitions. A"disposal aite"is any area on the
propetty on,in,or under which solid waste has hxn disposed,whether or 6. Filing- The original of this frnm must be presented to the counry
not the disposal is or was regulated by the dcpartment recorder when the document to be ru:orded is filed. The Recorder shall
forward the original to the transfe�ee when the recarded instnmx.nt is
lf d►e transfenor or ageM has not raxived notioe&om tl�e Departrnem of returned The rovorder is not requi�d to keeP�Y�Pies.
Netura)Resovrces that the disposal site bas been dcemed to be potentially
hazerdous,there is no duty to inquire to the depsrtment
*Note The land application of sludges or sot7s resulting from tlu
remediation of undergrow�d storaQe tanlc relea�es accomplished in
compliance with Depamnent of Natural Resowoes rnles widwut a permit
is not required to be reportrteid as the disposal of solid waste or harerdous
wasoe. (See Iowa Code Section SS8.69)
DNR form(November 02) g43.p96p