Eagle Window Cert of CompletionMEMORANDUM
April 3, 2003
TO:The Honorable Mayor and City Council Members
FROM:Michael C. Van Milligen, City Manager
SUBJECT: Certificate of Completion for the Minimum Improvements Constructed by
Otto A, LLC for the Eagle Window & Door Company and Estoppel
Certificate Related Thereto
Economic Development Director Bill Baum is recommending City Council approval of
the Certificate of Completion for Otto A, LLC related to the completion of the Eagle
Window & Door Company project, and approval of an Estoppel Certificate requested by
General Electric Capital Business Asset Funding Corporation.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
MicrrCael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, Corporation Counsel
CindySteinhauser, Assistant City Manager
William Baum, Economic Development Director
CITY OF DUBUQUE, IOWA
MEMORANDUM
April 3, 2003
TO:Michael Van Milligen, City Manager
FROM:William Baum, Economic Development Director
SUBJECT:Certificate of Completion for the Minimum Improvements
Constructed by Otto A, LLC for the Eagle Window & Door Company
and Estoppel Certificate Related Thereto
INTRODUCTION
This memorandum provides for City Council review and approval a Certificate of
Completion for Otto A, LLC related to the completion of the Eagle Window & Door
Company project. The memorandum also provides for City Council review and approval
an Estoppel Certificate requested by General Electric Capital Business Asset Funding
Corporation (GE Capital), Otto A's lender, related to the property owned by Otto A, LLC.
The Development Agreement by and among the City, Otto A, LLC (Developer) and
Eagle Window & Door Company (Employer) provides that a Certificate of Completion
will be issued to the Developer on request upon the completion of the Minimum
Improvements (building construction and interior improvements) on the property.
DISCUSSION
Herman Ahlers, owner of Otto A, has requested issuance of the Certificate of
Completion and the Estoppel Certificate to allow him to refinance Otto A's mortgage on
the Eagle Window & Door building with GE Capital.
The Development Agreement provides for adght of reversion of the property to the City
if the Developer defaults in the construction of the Minimum Improvements. However,
upon completion of the construction, the Developer may request the issuance of a
Certificate of Completion, which has the effect of terminating the revestment of title
provision. The purpose of the revestment of title provision was to assure that the project
would be completed in accordance with the provisions of the Agreement and that
certain Events of Default had not occurred. Staff and Corporation Counsel agree that
the obligations of the Developer to construct the Minimum Improvements have been
met.
The Estoppel Certificate is a representation by the City to the Developer's lender that
neither the developer nor the Employer are in default under the terms of the
Development Agreement.
RECOMMENDATION
I recommend issuance of a Certificate of Completion to the Developer acknowledging
completion of its obligations to construct the Minimum Improvements as required in the
Development Agreement. I further recommend approval of the Estoppel Certificate.
ACTION STEP
The action step is for the City Council to approve the attached Certificate of Completion
and Estoppel Certificate and to authorize the Mayor and City Clerk to sign the
Certificate of Completion on behalf of the City and to authorize the Mayor to sign the
attached Estoppel Certificate.
attachments
F:\USERS~Pmyhre~WPDOCS'J.OAN DOC~E. AGLEWIN~cer tifofcompl.mem.doc
Prepared By: Pamela Myhre 50 West 13th Street Dubuque, IA 52001 563-589-4393
CERTIFICATE OF COMPLETION
WHEREAS, the City of Dubuque, Iowa, a municipal corporation (the "Grantor"),
by a Special Warranty Deed recorded on February 16, 2000 as Instrument Number
1655-00 in the office of the County Recorder of Dubuque County, State of Iowa, has
conveyed to Otto A, LLC (the "Grantee"), in accordance with a Development Agreement
dated as of February 15, 1999, and as amended by the Amendment to Development
Agreement dated December 6, 1999 and by the Amendment No. 2 dated December 20,
1999, by and among the Grantor, the Grantee and Eagle Window & Door, Inc.
(collectively, the "Agreement"), certain real property located within the Kerper Boulevard
Industrial Park Economic Development Urban Renewal District of the Grantor and as
more particularly described as follows:
Lot 3 of Kerper Industrial Park in the City of Dubuque, Dubuque County, Iowa
(the "Development Property"); and
WHEREAS, said Deed incorporated and contained certain covenants and
restrictions with respect to the development of the Development Property, and obligated
the Grantee to construct certain Minimum Improvements (as defined therein) in
accordance with the Agreement; and
WHEREAS, the Grantee has to the present date performed said covenants and
conditions insofar as they relate to the construction of the Minimum Improvements in a
manner deemed sufficient by the Grantor to permit the execution and recording of this
certification.
NOW, THEREFORE, pursuant to Section 3.4 of the Agreement, this is to certify
that all agreements and covenants of the Deed and the Agreement with respect to the
obligations of the Grantee, and its successors and assigns, to construct the Minimum
Improvements on the Development Property have been completed and performed by
the Grantee to the satisfaction of the Grantor and such agreements and covenants are
hereby terminated. The County Recorder of Dubuque County is hereby authorized to
accept for recording and to record the filing of this instrument, to be a conclusive
determination of the satisfactory termination of the agreements and covenants of said
Deed and the Agreement which would result in a forfeiture by the Grantee and right of
the Grantor to re-enter and take possession of the Development Property as set forth in
said Deed and the Agreement, and that said Deed and the Agreement shall otherwise
remain in full force and effect.
(SEAL)
CITY Of DUBUQUE, IOWA
ATTEST:
By:
Terrance M. Duggan, Mayor
By:
Jeanne F. Schneider, City Clerk
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
On this day of ,2003, before me a Notary
Public in and for said County, personally appeared Terrance M. Duggan and Jeanne F.
Schneider to me personally known, who being duly sworn, did say that they are the
Mayor and City Clerk, respectively of the City of Dubuque, Iowa, a Municipal
Corporation, created and existing under the laws of the laws of the State of Iowa, and
that the seal affixed to the foregoing 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.
F:\USERS\Pmyhre\WPDOCS~.OAN DOC~EAGLEWIN\certofcomp.rff
Notary Public in and for
Dubuque County, Iowa
Loan No.: 10917-001
DEVELOPMENT AGREEMENT
ESTOPPEL CERTIFICATE
THIS CERTIFICATE is made as of Aptil __, 2003, by the CITY OF DUBUQUE,
IOWA (the "City"), for the benefit of GENERAL ELECTRIC CAPITAL BUSINESS ASSET
FUNDING CORPORATION ("GE CAPITAL").
RECITALS
City is a party to the Development Agreement dated February 15, 1999, (the
"Development Agreement"), between and among OTTO A, LLC, a Nevada limited
liability company ("Developer"), EAGLE WINDOW AND DOOR, INC., an Iowa
corporation ("Employer") and the City.
Developer has requested that GE Capital extend a loan to Developer secured by a
mortgage coveting the real property described in the Development Agreement and GE
Capital has agreed to extend such loan upon the condition that Developer obtain this
Certificate from the City in order to confirm certain matters.
NOW, THEREFORE, for and in consideration of good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the City hereby certifies to GE
CAPITAL and agrees with GE CAPITAL as follows:
Except for (a) the Amendment to Development Agreement dated December 6, 1999 and
(b) Amendment No. 2 to Development Agreement dated December 20, 1999, the
Development Agreement has not been amended or modified and the Development
Agreement remains in full force and effect.
To the City's knowledge, neither Developer nor Employer are in default of any of their
respective obligations under the Development Agreement as of the date hereof.
The Certificate of Completion, as such term is defined in the Development Agreement,
was issued on April ,2003.
The City agrees to deliver to GE CAPITAL at it's address at 10900 NE 4th Street, Suite
500, Bellevue, WA 98004, Attention: Middle Market/Risk Operations Department,
written notice of any default by Developer under the Development Agreement, and the
DALLAS4 616771v2 12416-01908 1
City hereby grants to GE CAPITAL the right to cure any such default within a reasonable
period of time.
Dated as of the date first written above.
CITY:
CITY OF DUBUQUE, IOWA
Print:
Its:
DALLAS4 616771v2 12416-01908 2
MEMORANDUM
April 3, 2003
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Certificate of Completion for the Minimum Improvements Constructed by
Otto A, LLC for the Eagle Window & Door Company and Estoppel
Certificate Related Thereto
Economic Development Director Bill Baum is recommending City Council approval of
the Certificate of Completion for Otto A, LLC related to the completion of the Eagle
Window & Door Company project, and approval of an Estoppel Certificate requested by
General Electric Capital Business Asset Funding Corporation.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
v-7)
Michael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, Corporation Counsel
Cindy Steinhauser, Assistant City Manager
William Baum, Economic Development Director
C%
CITY OF DUBUQUE, IOWA
MEMORANDUM
April 3, 2003
TO: Michael Van Milligen, City Manager
FROM: William Baum, Economic Development Directory
SUBJECT: Certificate of Completion for the Minimum Improvements
Constructed by Otto A, LLC for the Eagle Window & Door Company
and Estoppel Certificate Related Thereto
INTRODUCTION
This memorandum provides for City Council review and approval a Certificate of
Completion for Otto A, LLC related to the completion of the Eagle Window & Door
Company project. The memorandum also provides for City Council review and approval
an Estoppel Certificate requested by General Electric Capital Business Asset Funding
Corporation (GE Capital), Otto A's lender, related to the property owned by Otto A, LLC.
The Development Agreement by and among the City, Otto A, LLC (Developer) and
Eagle Window & Door Company (Employer) provides that a Certificate of Completion
will be issued to the Developer on request upon the completion of the Minimum
Improvements (building construction and interior improvements) on the property.
DISCUSSION
Herman Ahlers, owner of Otto A, has requested issuance of the Certificate of
Completion and the Estoppel Certificate to allow him to refinance Otto A's mortgage on
the Eagle Window & Door building with GE Capital.
The Development Agreement provides for a right of reversion of the property to the City
if the Developer defaults in the construction of the Minimum Improvements. However,
upon completion of the construction, the Developer may request the issuance of a
Certificate of Completion, which has the effect of terminating the revestment of title
provision. The purpose of the revestment of title provision was to assure that the project
would be completed in accordance with the provisions of the Agreement and that
certain Events of Default had not occurred. Staff and Corporation Counsel agree that
the obligations of the Developer to construct the Minimum Improvements have been
met.
The Estoppel Certificate is a representation by the City to the Developer's lender that
neither the developer nor the Employer are in default under the terms of the
Development Agreement.
RECOMMENDATION
I recommend issuance of a Certificate of Completion to the Developer acknowledging
completion of its obligations to construct the Minimum Improvements as required in the
Development Agreement. I further recommend approval of the Estoppel Certificate.
ACTION STEP
The action step is for the City Council to approve the attached Certificate of Completion
and Estoppel Certificate and to authorize the Mayor and City Clerk to sign the
Certificate of Completion on behalf of the City and to authorize the Mayor to sign the
attached Estoppel Certificate.
attachments
F:\USERS\Pmyhre\W PDOCS\LOANDOC\EAGLEW IN\certifofcompl.mem.doc
18229.
3
2033 JUL I 0 PM 12: 05
',ATHY FLYNN THURLOW 00
COUNTY pRECORDER
s.
Prepared By: Pamela Myhre 50 West 13th Street Dubuque �A-520d1O\"rA FEm6-589- 4393
CERTIFICATE OF COMPLETION
WHEREAS, the City of Dubuque, Iowa, a municipal corporation (the "Grantor"),
by a Special Warranty Deed recorded on February 16, 2000 as Instrument Number
1655-00 in the office of the County Recorder of Dubuque County, State of Iowa, has
conveyed to Otto A, LLC (the "Grantee"), in accordance with a Development Agreement
dated as of February 15, 1999, and as amended by the Amendment to Development
Agreement dated December 6, 1999 and by the Amendment No. 2 dated December 20,
1999, by and among the Grantor, the Grantee and Eagle Window & Door, Inc.
(collectively, the "Agreement"), certain real property located within the Kerper Boulevard
Industrial Park Economic Development Urban Renewal District of the Grantor and as
more particularly described as follows:
Lot 3 of Kerper Industrial Park in the City of Dubuque, Dubuque County, Iowa
(the "Development Property"); and
WHEREAS, said Deed incorporated and contained certain covenants and
restrictions with respect to the development of the Development Property, and obligated
the Grantee to construct certain Minimum Improvements (as defined therein) in
accordance with the Agreement; and
WHEREAS, the Grantee has to the present date performed said covenants and
conditions insofar as they relate to the construction of the Minimum Improvements in a
manner deemed sufficient by the Grantor to permit the execution and recording of this
certification.
NOW, THEREFORE, pursuant to Section 3.4 of the Agreement, this is to certify
that all agreements and covenants of the Deed and the Agreement with respect to the
obligations of the Grantee, and its successors and assigns, to construct the Minimum
Improvements on the Development Property have been completed and performed by
the Grantee to the satisfaction of the Grantor and such agreements and covenants are
hereby terminated. The County Recorder of Dubuque County is hereby authorized to
accept for recording and to record the filing of this instrument, to be a conclusive
determination of the satisfactory termination of the agreements and covenants of said
Deed and the Agreement which would result in a forfeiture by the Grantee and right of
the Grantor to re-enter and take possession of the Development Property as set forth in
said Deed and the Agreement, and that said Deed and the Agreement shall otherwise
remain in full force and effect.
(SEAL).
ATTEST:
By:
z-e/CA-)
Jeanne F. Schneider, City Clerk
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
CITY OF DUBUQUE, IOWA
By:
errance M. Duggan, M
On this )O day of , , 2003, before me a Notary
Public in and for said County, personal appeared Terrance M. Duggan and Jeanne F.
Schneider to me personally known, who being duly sworn, did say that they are the
Mayor and City Clerk, respectively of the City of Dubuque, Iowa, a Municipal
Corporation, created and existing under the laws of the laws of the State of Iowa, and
that the seal affixed to the foregoing 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.
F:\USERS\Pmyhre\WPDOCS\LOANDOC\EAGLEWIN\certofcomp. rtf
Notary Public in and for
Dubuque County, Iowa
SUSAN M. WINTER
COMMISSION NO. 183274
MY COMMISSION EXPIRES
2/14/05
Loan No.: 10917-001
DEVELOPMENT AGREEMENT
ESTOPPEL CERTIFICATE
THIS CERTIFICATE is made as of April 1, 2003, by the CITY OF DUBUQUE,
IOWA (the "City"), for the benefit of GENERAL ELECTRIC CAPITAL BUSINESS ASSET
FUNDING CORPORATION ("GE CAPITAL").
RECITALS
A. City is a party to the Development Agreement dated February 15, 1999, (the
"Development Agreement"), between and among OTTO A, LLC, a Nevada limited
liability company ("Developer"), EAGLE WINDOW AND DOOR, INC., an Iowa
corporation ("Employer") and the City.
B. Developer has requested that GE Capital extend a loan to Developer secured by a
mortgage covering the real property described in the Development Agreement and GE
Capital has agreed to extend such loan upon the condition that Developer obtain this
Certificate from the City in order to confirm certain matters.
NOW, THEREFORE, for and in consideration of good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the City hereby certifies to GE
CAPITAL and agrees with GE CAPITAL as follows:
1. Except for (a) the Amendment to Development Agreement dated December 6, 1999 and
(b) Amendment No. 2 to Development Agreement dated December 20, 1999, the
Development Agreement has not been amended or modified and the Development
Agreement remains in full force and effect.
2. To the City's knowledge, neither Developer nor Employer are in default of any of their
respective obligations under the Development Agreement as of the date hereof.
3. The Certificate of Completion, as such term is defined in the Development Agreement,
was issued on April 7 , 2003.
4. The City agrees to deliver to GE CAPITAL at it's address at 10900 NE 4th Street, Suite
500, Bellevue, WA 98004, Attention: Middle Market/Risk Operations Department,
written notice of any default by Developer under the Development Agreement, and the
DALLAS4 616771v2 12416-01908
1
City hereby grants to GE CAPITAL the right to cure any such default within a reasonable
period of time.
Dated as of the date first written above.
DALLAS4 616771v2 12416-01908
2
CITY:
CITY OF DUBUQUE, IOWA
By:17/2
Print: Terrance M. Dug
Its: Mayor